Athlete CRUSH Inc. Ambassador Terms and Agreements

04.18.2019

 

The document overviews the Terms and Agreements of our Ambassador program. It is intended to provide general information and guidelines only, rather than act as a substitute for legal advice. While we promise to live out our mission to highlight and promote awesome athletes like you – it is important we cover some of the legal stuff that govern this program.

For the purposes of this document “Ambassador” refers to you and the term “The Company” refers to Athlete CRUSH Inc.

Athlete CRUSH Inc. Ambassador Terms and Agreements

Please read the Terms and Agreements carefully as they form part of our Terms of Use Agreement and represent a legally binding agreement between you and us regarding your acceptance and agreement to become an Athlete CRUSH Ambassador (and our display and distribution of such) of content to Athlete CRUSH Inc.

By becoming an Athlete CRUSH Ambassador and submitting User Content you are signifying your agreement with, and acceptance of, all terms and conditions of this Submission Agreement as well as the terms and conditions contained in our Terms of Use Agreement that govern your legal and contractual relationship with Athlete CRUSH Inc.

The term "User Content" refers to any and all content, media and materials you submit for posting on the Site (or application) using the User Content Submission Features, including, written words, still photographs, spoken statements, music, audio, video, and video recordings.

 

Terms and Conditions

Ambassador Terms

As an Ambassador agree to the following Terms:

(A) You own the Intellectual Property Rights in the Materials (as defined below).

(B) You have agreed to license to Athlete CRUSH Inc. the Intellectual Property Rights of the Materials on the terms described in this agreement.

Agreed terms

  1. Interpretation

The following definitions and rules of interpretation apply in this agreement.

1.1 Definitions:

Commencement Date: the date of this agreement.

Ambassador Release Agreement: this Ambassador release agreement outlined in the terms and conditions.

Intellectual Property Rights : all copyright and related rights, service marks, trade marks, business names, goodwill, rights in get-up, and the right to sue for passing off, rights to use and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Materials: the content you submit, in whatever format, via https://www.athletecrush.com/ambassadors

Relevant Rights: all the Intellectual Property Rights embodied in the Materials.

Revenues: any funds received by Athlete CRUSH Inc. during the Term that are directly and identifiably in connection with the commercial licensing of the Materials by Athlete CRUSH Inc., less any value added tax or other sales tax on such sums and less any out of pocket expenses incurred by Athlete CRUSH Inc. in connection with the commercial licensing of the Materials.

Term: a period of 36 months from the Commencement Date.

Your Share: as defined in clause 3.

1.2 Clause headings shall not affect the interpretation of this agreement.

1.3 References to clauses are to the clauses of this agreement.

1.4 Unless the context otherwise requires, words in the singular shall include the plural, and additionally, the plural shall include the singular.

1.5 This agreement shall be binding on, and ensure to the benefit of, the parties to this agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party's personal representatives, successors and permitted assigns.

1.6 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.7 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

1.8 A reference to writing or written includes email.

1.9 Any words following the terms includeincluding, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the content preceding those terms.

  1. Grant of Rights

2.1 In full consideration of the mutual promises made under this agreement and the License (as defined below), which you hereby acknowledge is a valid consideration for all rights granted hereunder, you hereby grant to Athlete CRUSH Inc. as at the Commencement Date an exclusive license of the Relevant Rights and all other title, rights, and interest in and to the Materials (including the benefit of all relevant Contributor Release Agreements) for the Term so that Athlete CRUSH Inc. shall be exclusively entitled during the Term to exploit the Materials throughout the world in absolutely any and all media whether now known or hereafter invented in perpetuity.

2.2 You are wholly responsible and liable for your communications and submissions made under your name, user name, email address, password and your registration and profile information, if any. You confirm that you are aware of the subject matter of your Contributions, the businesses operated by the Company and agree that you will hereby waive any and all claims against the Company, and their licensees and/or assigns arising from, or based on, any use of the Contribution and/or the Content and/or any other film, work, program, goods and/or services in which the Contribution is incorporated, whether or not such use is deemed to be or is claimed to be defamatory, an infringement of copyright, an invasion of privacy, or trademark or untrue or derogatory in nature.

2.3 You hereby grant to Athlete CRUSH Inc. the right during the Term to issue details relating to the Materials and/or any other broadcast in which you may be included and to use and reproduce the Materials, your name, photographs, likenesses or details about you in marketing, promotional material and in connection with the Materials.

2.4 You hereby agree that Athlete CRUSH Inc. can use your image and likeness as part of our Ambassador program and Athlete CRUSH Inc. (the “Company”) shall be entitled to use your User Content in any and all media whether now known or hereafter invented in perpetuity.

2.5 You hereby grant the Company the right to publicize your role as an Ambassador, promote your User Content and/or any other broadcast in which you may be included and to use and reproduce these Contributions, your name, photographs, likeness or details about you in marketing, promotional material and in connection with your User Content.

2.6. You agree that the Company shall be entitled to edit, add to, take from, copy, adapt or translate the Contribution to their liking, in respect of the Contribution, you hereby irrevocably and unconditionally waive in favor of the Company and their assignee(s) or licensee(s) the benefit of all moral rights and performers’ rights arising under the laws of any jurisdiction.

  1. Consideration
  • You hereby acknowledge that the License includes full, equitable, proper and adequate remuneration in respect of any and all rights of whatsoever kind or nature to which you may now be or shall hereafter become entitled under the laws of any country of the world in connection with exploitation of the Materials in all media.

3.2 You hereby confirm to the Company that (a) you are at least 18 years of age, (b) your Contribution is original and you are fully entitled to give the Contribution and to grant the rights to the Company set out herein, (c) nothing in the Contribution will infringe the copyright or any other right of any person, constitute a contempt of court, breach any contract or duty of confidence, be defamatory, obscene or calculated to bring any other party into disrepute and (d) all facts expressed by you in the Contribution are, to the best of your belief and knowledge, true and insofar as the Contribution contains any opinions, these opinions are your own and are truly held by you.

  • Athlete CRUSH Inc. reserves the right to review any submitted User Content and to remove, delete, move, edit or reject, without notice to you, any User Content that we deem, in our complete discretion, defamatory, abusive, harassing, obscene, pornographic, in violation of copyright, trademark or other intellectual property rights, to be in violation of this Submission Agreement or to be unacceptable to Athlete CRUSH Inc. for any reason whatsoever; provided, however, that Athlete CRUSH Inc. shall have no obligation or liability to you for failure to do so or for doing so in any particular manner.
  • If Athlete CRUSH Inc. receives notice of any claim of infringement that satisfies specific legal requirements, such as notice and takedown requirements under U.S. copyright law we may remove User Content associated with such claim. We reserve the right to provide information to law enforcement officials, governmental agencies and pursuant to judicial or regulatory compulsion, to protect their respective interests, the Site or to comply with legal, regulatory, audit and compliance obligations.
  • You agree not to make any disclosures or supply information to any third party relating to any matters arising under this agreement, without prior written consent of the Company.
  1.  Indemnity and limitation of liability

6.1 You indemnify Athlete CRUSH Inc. against all expenses, costs, liabilities, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs on a full indemnity basis and all other reasonable professional costs and expenses) suffered by Athlete CRUSH Inc. arising out of or in connection with:

(a) the Materials;

(b) any breach of the warranties contained in clause 5; or

(c) the enforcement of this agreement or any Ambassador Release Agreement.

6.2 At the request of Athlete CRUSH Inc. and at your own expense, you shall provide all reasonable assistance to enable Athlete CRUSH Inc. to resist any action, claim, or proceedings brought against Athlete CRUSH Inc. as a consequence of any breach of this agreement or any Ambassador Release Agreement.

6.3 This indemnity shall apply irrespective of whether or not Athlete CRUSH Inc. has been negligent or at fault.

6.4 Subject to fraud, death or personal injury caused by Athlete CRUSH Inc. willful misconduct or negligent act, in no event will Athlete CRUSH Inc. be liable for any punitive, consequential, indirect, incidental, special, or exemplary damages whatsoever arising out of any Materials.

  • You agree that you shall not under any circumstances (including without limitation a breach by the Company of this agreement) be entitled to nor seek relief of any equitable remedy including without limitation rescission or injunctive relief and that your sole remedy shall be an action at law for damages.
  • You acknowledge that the Company shall not be liable for any damage, loss, or injury suffered by you in connection with your participation in the Company’s Ambassador Program, other than in instances where the Company may be directly liable for death or personal injury caused by negligence.
  • You confirm that you are entitled to enter into this agreement and give the consent referred to above and shall indemnify and keep the Company fully indemnified against any costs, expenses, losses or claims arising directly or indirectly from any breach or non-performance of this agreement by you.
  • You will not give to any person any interview or give, release or make any statement for publication by any means or medium relating to the Content without the Company’s prior written consent.
  • Nothing in this agreement is intended to exclude or limit liability for any loss or damage arising as a result of fraud or for death or personal injury caused by the Company’s negligence. Notwithstanding the foregoing or any other provision of this agreement, the Company’s liability shall be limited to the sum received by the Company in connection with the assignment of the Content to the Company, inclusive of costs, interest, and all incidental expenses, in respect to any claim or series of claims for breach or non-performance by the Company of any provision of this agreement, breach of statutory duty, negligence, or otherwise.
  1. Moral Rights

You, as the sole author of the Materials, waive your moral rights in relation to the Materials and, so far as is legally possible, any broadly equivalent rights you may have in any part of the world.

  1. Further Assurance

8.1 At your own expense you shall use all reasonable endeavors to attain that any necessary third party shall, promptly execute and deliver such documents (including any Ambassador Release Agreement required by Athlete CRUSH Inc.) and perform acts as may be required for the purpose of giving full effect to this agreement and any Ambassador Release Agreement (and ensuring that Athlete CRUSH Inc. has the full benefit of any Ambassador Release Agreement), including assisting Athlete CRUSH Inc. in obtaining, enforcing and defending the Relevant Rights and assisting with any other proceedings which may be brought by or against Athlete CRUSH Inc. against or by any third party relating to the Relevant Rights.

  1. Waiver

No failure or deferral by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

  1. Entire agreement

10.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, assurances, warranties, promises, representations and understandings between them, both written or oral, relating to its subject matter.

10.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

  1. Variation

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorized representatives).

  1. Severance

12.1 If any provision or part-provision of this agreement is or becomes illegal, invalid or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.

12.2 If any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, it is legal, valid and enforceable, and, to the greatest extent, achieves the intended commercial result of the original provision.

  1. Counterparts

13.1 This agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

13.2 Transmission of the executed signature page of a counterpart of this agreement by (a) e-mail or (b) by way of any mechanism on a website operated by Athlete CRUSH Inc. stated as effecting delivery of an executed signature page shall take effect as delivery of an executed counterpart of this agreement.

13.3 No counterpart shall be effective until each party has executed at least one counterpart.

  1. Third party rights

No one other than a party to this agreement, their successors and permitted assignees, shall have any right to enforce any of these terms.

  1. Notices

15.1 Any notice or other communication given to a party under or in connection with this agreement shall be in writing and shall be sent by email to:

(a) Athlete CRUSH Inc.:  contact@athletecrush.com

(b) Ambassador : email address submitted with content.

15.2 Any notice or communication shall be deemed to have been received by 9.01 am on the next Business Day after transmission.

15.3 This clause does not apply to the service of any proceedings or other documents in any arbitration, legal action or other method of dispute resolution.

  1. Governing law
  • This agreement sets out the entire agreement between the parties at the date hereof relating to the subject matter of this agreement.
  • A person who is not a party to this agreement has no right to enforce this agreement, save that the Company shall be entitled to exercise its rights hereunder and rely on and enforce.
  1. Jurisdiction

Each party irrevocably agrees that the courts of Delaware shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

 

 

 

 

 

 

 

 

Ambassador Agreement – Athlete CRUSH Inc.

This agreement outlines the terms and conditions of your agreement with Athlete CRUSH as a an Ambassador.

More specifically, this Ambassador Release Agreement (this “Agreement”), beginning today, is entered into between yourself and “Athlete CRUSH Inc.” hereafter (“Company”).

By applying to become an Athlete CRUSH Ambassador, you agree to the following terms:

  1. Ambassador Requirements:

Your role as an Ambassador requires you to complete all sections of the Athlete CRUSH Ambassador application. In addition, you grant The Company the rights to use this Content for promotional purposes across the Company’s webpage, mobile application, and social channels, including but not limited to Twitter, Facebook, Instagram, Youtube, SnapChat, Google, Google+, Pinterest, Public/Private Lectures, Seminars, and Personal Appearances. We have no obligation to promote any Ambassadors and filling out the application form does not guarantee any promotion across any platform. We also reserve the right to terminate Ambassador agreements at our sole discretion.

  1. Compensation:

Ambassadors are not entitled to any monetary or in-kind compensation. However, as an Ambassador we will help to increase your exposure to fans across the globe through promoting your profile on our webpage, application and social media accounts by:

  • Acknowledging you as an Ambassador by providing you with a bio on our webpage and announcing you as an Ambassador on our social media channels (Facebook, Twitter, Instagram).
  • Providing your app profile with verified status.
  • Interviewing you and creating a brief blog post about you.
  • Providing you with opportunities to promote your philanthropic and charitable efforts and your sponsors via a promotional post on the Athlete CRUSH profile on the app.
  • Offering you access to branding advice (results may vary and are not guaranteed) at your request.
  • Providing you with guidance on the cost per post and cost per annual social media sponsorship that your online profile may attract (results may vary and are not guaranteed) at your request.

 

  1. Use of Likeness

Ambassador further grants to Company the irrevocable right and permission to film, videotape, photograph and/or otherwise record Ambassador and to reproduce, publish, distribute, display, broadcast, exhibit, and/or in any other way use Ambassador’s image, likeness, signature, voice, photograph, name (including nicknames), actual and/or paraphrased statements, biographical information and/or any other information or attribute identifying and/or otherwise associated with Ambassador.

  1. Prohibited Content:

The Ambassador agrees that they will not submit content, as determined by The Company in its sole discretion, that:

  • is pornographic, sexually suggestive or explicit, violent or contains nudity;
  • is derogatory of any person on or any ethnic, racial, gender, religious, professional or age group;
  • features the use of, or any of the following: alcohol, illegal drugs, tobacco, firearms or weapons;
  • promotes activities that appear dangerous or unsafe;
  • is offensive, obscene or endorses any form of hate or hate group;
  • misrepresents, defames, or contains disparaging remarks about any person or entity;
  • communicates messages or images inconsistent with those that Athlete CRUSH wishes to associate;
  • violates any law, under the jurisdiction of the Ambassador or Athlete CRUSH Inc Users.
  1. Approval:

The Ambassador hereby irrevocably waives any and all right to inspect and/or approve the Company’s use of their likeness or Content, including without limitation any text, image, statement, video, and/or other creative elements that may be used in connection with the Ambassador’s name, image or likeness.

  1. Confidentiality:

The Ambassador will respect the confidentiality of, and proprietary, or confidential information or know-how about the Company and the Company’s Content without the written consent of an authorized representative of Company. The Ambassador will regard and retain all knowledge of the Company as confidential and will not divulge to any third party, or use for any unauthorized purposes (including the Ambassador’s own benefit) either during or after the Term of the agreement between the Ambassador and the Company. The Ambassador agrees to return to the Company all such documentation and any other confidential information upon termination of their engagement with the Company.

  1. Representations and Warranties:

The Ambassador fully represents and warrants that: (i) They have full and unrestricted rights and authorities to enter into and perform this Agreement and to grant the rights granted herein; (ii) They have complied and will comply with all applicable laws, regulations and rules in rendering the services to be performed under this Agreement, including without limitation, the current FTC Guides Concerning the Use of Endorsements and Testimonials in Advertising (“FTC Guides”); (iii) the Content submitted is original to and owned by the Ambassador; (iv) the use of the Ambassador’s Content and Likeness does not and will not violate the rights of any third party, including without limitation, any contract, trademark, copyright, or rights of privacy or publicity of any third party; (v) the Ambassador’s Content will not contain any disparaging, pornographic, defamatory and/or offensive material; and (vi) The Ambassador will perform their services in a timely and professional manner.

  1. Independent Contractor:

Each party in this Agreement is an independent contractor in relation to the other party with respect to all matters arising under this Agreement and nothing herein shall be deemed to represent or establish a joint venture, partnership, association or employment relationship between the parties. The Ambassador shall have no express or implied authority or right to assume or create any obligations on behalf of or in the name of Company or to bind Company to any contract, agreement or undertaking with any third party.

  1. Removal:

The Company reserves the right to remove any Ambassador from our Ambassador Program and revoke any or all of the Compensation measures outlined in this Agreement. The Company may do so at our sole discretion, without notice or warning, and for any reason, which does not have to be disclosed publicly or to the Ambassador.

  1. Entire Agreement:

This Agreement constitutes the entire arrangement and agreement between the parties and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether written or oral, between the parties

Athlete CRUSH Inc.

1438 Germantown Avenue,

Philadelphia, PA, 19122,

(267)4014818

www.athletecrush.com