Ignite Cycle
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Ambassador Program Terms

AMBASSADOR PROGRAM TERMS

The following terms govern the ambassador relationship between Ignite Cycle, LLC ( “Ignite”) and its ambassadors who choose to participate in Ignite’s Ambassador Program. (that Ambassador, the “Ambassador”).

By joining the Ambassador Program, Ambassador agrees to be bound by these terms as well as any policies or other terms Ignite may provide to Ambassador during the Term. By participating in the program, Ambassador agrees to these terms.

These terms may be changed at any time by Ignite. Ambassador is responsible for periodically reviewing the terms for changes. Continued participation in the Ambassador Program means Ambassador accepts any changes at the time they are implemented.

TERMS

1.            Services. Ambassador agrees to promote Ignite according to the Ambassador Program Guidelines which are incorporated by reference. The following shall apply with respect to the Ambassador Program:

1.1.  Exclusivity. Ambassador agrees that participation in Ambassador Program will be exclusive to Ignite. Ambassador agrees not to provide any similar type of services (whether or not Ambassador is compensated for such services) to any third party at any time during the Term as defined below. This includes posting of any content of Ambassador using any other services similar to Ignite which shall include, but is not limited to, posts for the benefit of other cycling studios.

1.2.  Nondisparagement. Ambassador agrees to refrain from making any disparaging, false, misleading, or otherwise defamatory comments about Ignite, or its employees, agents, directors, officers, affiliates, products, or services.

1.3.  Creative Control. Ambassador shall have creative control over all posts and content associated with the program subject to the rules of the program as provided to Ambassador by Ignite.

1.4.  Photo Authorization. Ambassador irrevocably authorizes Ignite to use any photographs or videos created or posted by Ambassador. Ambassador authorizes Ignite to publish, reproduce or otherwise use the name or the voice and likeness of Ambassador for advertising, marketing, instruction, art, trade or any other lawful purpose at Ignite’s discretion.

1.4.1.     Use of Copyrighted Materials. Ambassador warrants that it has the appropriate license to use any copyrighted or trademarked material posted by Ambassador or otherwise provided to Ignite under this agreement. Ignite is not responsible for any content provided to it by Ambassador for use during this agreement. Ambassador agrees to indemnify and hold Ignite harmless against any and all claims, costs, and expenses, including reasonable attorney's fees, arising from or related to any claim that any material provided to Ignite infringes any third party right, including, without limitation, any patent, trademark, copyright or trade secret rights.

1.4.2.     Ownership of Material. Any photographs, videos, or other content created by Ambassador shall be owned by Ambassador. Ambassador grants an unlimited, perpetual, royalty-free license to Ignite to use any such content.

1.5.  Grant of Permission. Ambassador grants Ignite the right and permission to make, copyright, use, or publish any photographs or video footage of Ambassador. Ambassador waives any right to inspect or approve the finished printed materials, videos, or web sites where Ambassador’s image appears. Ambassador consents that Ambassador’s name and identity may be revealed.


1.5.1.     Release for Actions. Ambassador releases Ignite and those acting under its authority from liability for any violation of any personal or proprietary right Ambassador may have in connection with such use.

1.5.2.     Property of Ignite. Ambassador understands that all such images or recordings, in whatever medium, shall remain the property of Ignite.

1.5.3.     Waiver of Right to Payment. Ambassador waives any right to payment or compensation for such appearance in these printed documents, videos, or web sites in any and all future uses of the photographs or video footage.

2.            Program Rewards. In exchange for the Services, Ambassador will receive program rewards as described in the Ambassador Program Guidelines.

3.            Term. The term of this Agreement (the “Term”) shall be as long as Ambassador is participating in the program by following the Ambassador Program Guidelines and posting content as required by the Guidelines.

4.            Termination. This agreement may be terminated by Ignite at any time for the following. Reasons:

4.1.  Discontinuation of Program. If Ignite discontinues the program, this agreement shall be immediately terminated.

4.2.  Termination for Failure to Follow Guidelines. Ambassador may be removed from the program if, in the sole discretion of Ignite, Ambassador violates any of the Ambassador Program Guidelines.

5.            Insurance. Each party should maintain adequate insurance coverage to fully cover its actions hereunder, including without limitation, any breach of the indemnification provisions set forth herein, and/or either party’s breach, negligence, or misconduct. Each party shall name the other party as an “additionally insured” party on all such insurance policies, and provide proof thereof to the other party upon request. No such policy may be cancelled or materially amended without providing the other party with thirty (30) days prior written notice in connection therewith.

6.            Independent Contractor. Ambassador shall not have the right to bind Ignite to any commitment or obligation of any kind, and any such attempted commitment shall be deemed null and void.

7.           Miscellaneous.

7.1.  Governing Law. This Agreement shall be governed in accordance with the laws of the State of Alabama without regard to its conflict of laws principles. All disputes under this Agreement shall be resolved by litigation in the courts of the State of Alabama including the federal courts therein and the parties hereto consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.

7.2.  Severability. In the event that any part or portion of this Agreement is deemed to be invalid and therefore unenforceable, the remaining provisions shall continue in full force and effect.

7.3.  Entire Agreement; Modification. This agreement constitutes the entire agreement between the parties regarding the subject matter of the agreement and supersedes all prior and contemporaneous undertakings and agreements, whether written or oral.

7.4.  Modification. This agreement may be modified or updated by Ignite at any time by updating these terms or providing notice to Ambassador related to any such updates to these terms.