Collective Terms and Conditions

These terms and conditions (these “Terms”) apply to all participating persons and entities (each, a “Participant”) in the Athletic Brewing Company LLC (“Athletic”) Collective (the “Program”). By participating in the Program, each Participant acknowledges and agrees that these Terms shall apply.  

 

1. The Program. All Participants are selected in Athletic’s sole and absolute discretion. No person or entity is entitled to be a Participant unless and until Athletic selects such person or entity to become a Participant. Athletic reserves the right to remove any person or entity from the Program, or discontinue the Program, at any time for any reason or no reason in its sole and absolute discretion. Any and all benefits provided to Participants through the Program are subject to (a) change at any time in Athletic’s sole and absolute discretion without notice to Participants, and (b) subject to availability. 

 

2. Participant Responsibilities. Each Participant shall: (a) comply with all applicable laws in connection with these Terms; and (b) pay all applicable federal, state and local taxes resulting from the receipt of any benefits available to Participants under the Program. 

 

3. Social Media. Any and all social media posts made by a Participant that reference any of the Program, Athletic IP (as defined below), Athletic, or its products or services (“Posts”) shall (i) comply with these Terms, including, without limitation, the Brand Guidelines available HERE, and (ii) remain available until the consent or request of Athletic to take down such Post for any reason or no reason. All Posts are subject to Athletic’s prior review and approval. 

 

4. Permissions. Each Participant shall obtain all third-party rights, licenses, clearances, authorizations, permissions, assignments and releases (collectively, “Permissions” and each, a “Permission”) necessary to grant Athletic the rights and licenses under these Terms, which shall include, without limitation, any and all Permissions necessary to obtain and use any footage or other work of authorship included within or embodied by any Post or other materials hereunder (including, without limitation, those relating to publicity and privacy) and to use all creative elements, appearances, and all third-party materials comprising, embodied by, appearing in, or otherwise displayed as part of such Posts or other materials, including any rights of producers, photographers and videographers that have provided materials or services in connection with the Posts or other materials. For any Permissions with respect to publicity and/or privacy of any person, each Participant shall obtain an executed Publicity Waiver and Release in the form available HERE and provide Athletic with a copy of each such fully executed Permission. Notwithstanding the foregoing, no trademarks, trade dress, brand names, logos, trade dress, corporate names, domain names, business names, and other similar designations of source shall be included in any Post or other materials hereunder without Athletic’s prior written consent.  

 

5. Club Event Waiver. Each Participant assumes full responsibility for the acts and omissions of (including compliance with these Terms by) all employees, contractors, volunteers, agents, representatives, managers, members, affiliates, crew, suppliers, sponsors, club members, and any attendees (whether as a participant, guest or otherwise) (collectively, “Participant Parties”) at any Participant owned, operated, licensed, sanctioned, managed, administered, funded, hosted or sponsored event(s), project(s) or undertaking(s), wherever located and any activities related thereto (individually and collectively, “Events”). Each Participant, on behalf of itself and each of the Participant Parties, hereby expressly waives and releases any and all claims, now known or hereafter known, against Athletic and its affiliates, parents, subsidiaries, successors and assigns and its and their respective directors, officers, shareholders, members, managers, agents, contractors and employees (collectively, the “Athletic Parties”), arising out of or attributable to any Event, whether arising out of the ordinary negligence of the Athletic Parties or otherwise. Each Participant, on behalf of itself and each of the Participant Parties, hereby covenants not to make or bring any such claim against any of the Athletic Parties, and forever release and discharge each of the Athletic Parties from liability under such claims. 

 

6. Intellectual Property Rights. 

a. Each Participant acknowledges and agrees that Athletic has valuable goodwill and reputation in its brands and is the exclusive owner of any and all of its patents, inventions, trademarks, trade dress, brand names, logos, corporate names, domain names, business names, and other similar designations of source, together with the goodwill symbolized by any of the foregoing, copyrights and works of authorship (whether copyrightable or not), trade secrets, and other intellectual property or proprietary rights now known or hereafter recognized in any jurisdiction, in each case whether registered or unregistered, and including all registrations and applications for such rights and renewals or extensions thereof, and all similar or equivalent rights or forms of protection in any part of the world (collectively, the “Athletic IP”). 

b. Athletic hereby grants the Participant a limited, non-exclusive royalty-free, revocable, non-transferrable, non-assignable, non-sublicensable license to use certain of the Athletic IP as approved by the Company in writing solely for the purpose of making the Posts in accordance with these Terms or any other purpose expressly approved in advance by Athletic in writing. No Participant shall acquire any proprietary or other right, title, or interest in or to the Athletic IP, or any goodwill associated with the Athletic IP, except the right to use the Athletic IP strictly as provided hereunder. Any goodwill arising out of the use thereof shall inure to the benefit of the Athletic. The Athletic IP shall be used only in the form, size and type prescribed and approved by Athletic without any modification or alteration. All materials or content, regardless of the medium, that reference any of the Program, Athletic IP, Athletic, or its products must be approved in writing by Athletic prior to its use. Athletic’s failure to communicate approval shall constitute disapproval. 

c. No Participant shall impugn, challenge or assist in any challenge to the validity of the Athletic IP, any registrations thereof, or Athletic’s ownership thereof. Each Participant agrees not to apply for any state, federal or foreign trademark or service mark registration consisting of or including any of the Athletic IP or any confusingly similar trademarks. Each Participant agrees not to infringe Athletic’s right, title or interest in or to any form of the Athletic IP. Without limiting any other provision of these Terms, if at any time Athletic determines that a Participant’s use of the Athletic IP fails to comply with these Terms, such Participant will, immediately upon receipt of written notice from Athletic, correct its use of the Athletic IP so that such use is in compliance with these Terms, or cease using, and remove, the Athletic IP from all non-complying uses.

d. Each Participant hereby grants to the Athletic Parties, (i) an exclusive, perpetual, irrevocable, fully paid-up and royalty-free right and license to use the Posts, including all copyrights and other intellectual property rights therein and all renewals and extensions thereof, in all formats and media, whether now known and existing or hereafter discovered or developed, throughout the universe, for all or any purposes whatsoever, including without limitation, to create derivative works of the Posts, and (ii) a non-exclusive, perpetual, irrevocable, fully paid-up and royalty-free right and license to use the Participant’s name, logos, trademarks, service marks, tradenames (“Participant Marks”), and other intellectual property as such Participant approves from time to time (together with the Participant Marks, the “Participant IP”), (x) in all forms of advertising, promoting and marketing of Athletic, it products, and the Program, (y) to disclose and display the Participant as a participant in the Program, and (z) for any other purpose expressly approved by such Participant in writing, each of the foregoing in any and all formats and media and by any and all technologies and means of delivery, whether now or hereafter known or devised. The Participant reserves all other right, title and interest in and to the Participant IP. 

e. No Participant is granted any right or license under these Terms to manufacture, create, sell, resell, offer for sale, or otherwise distribute, any merchandise or product of any kind bearing any Athletic IP. 

 

7. Representations and Warranties. Each Participant represents and warrants to Athletic that: (a) it has the right to enter into these Terms, to grant the rights granted herein, and to perform fully all of its obligations under these Terms; (b) entering into these Terms with Athletic, and Participant’s performance hereunder, does not and will not conflict with or result in any breach or default under any other agreement to which it is subject; (c) the execution of these Terms by its representative has been duly authorized by all necessary action of Participant; (d) when agreed to by such representative of Participant, these Terms will constitute the legal, valid, and binding obligation of Participant, enforceable against Participant in accordance with its terms; (e) it will comply with all applicable laws in connection with these Terms and the Program; and (f) any use or possession by any of the Athletic Parties of any of the Posts, any Participant IP, or any other materials provided by or on behalf of Participant, does not and shall not infringe, misappropriate or violate the intellectual property rights, publicity rights, privacy rights or any other right of any third party.

 

8. Indemnification. Each Participant shall defend, indemnify and hold harmless each of the Athletic Parties against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers arising out of, resulting from, or occurring in connection with: (i) any Event, including, without limitation, the death, injury or loss of, or damage to, property, of any person or entity present at any such Event in any capacity, including, without limitation, as a participant, guest, patron, spectator, employee, volunteer, or vendor; (ii) any of the Participant Parties’ negligence, fraud, willful misconduct or breach of these Terms or applicable law; (iii) any claim that any use or possession by any of the Athletic Parties of any of the Posts, any Participant IP, or any other materials provided by or on behalf of Participant, infringes, misappropriates or violates the intellectual property rights, publicity rights, privacy rights or any other right of any third party.  

 

9. Insurance.  At all times during each Participant’s participation in the Program and for one (1) year thereafter, each Participant shall maintain, or cause to be maintained, in full force and effect the following insurance coverage: (i) general liability insurance with limits of no less than $1 million per occurrence and $2 million as an annual aggregate, and (ii) workers’ compensation insurance in compliance with all statutory requirements, and Athletic shall be named as an additional insured and loss payee on all such policies, except (ii) above. Policies shall be written with a licensed insurance company with a Best’s Rating of no less than A-VIII. Each Participant shall provide to Athletic upon request a certificate of insurance evidencing all such coverages. Each Participant’s policies shall be primary to any other insurance maintained by or available to Athletic and shall contain waivers of subrogation with respect to each of the additional insureds. If, at any time during a Participant’s participation in the Program, such Participant fails to comply with the insurance obligations set forth in this Section 9, in whole or in part, then during such period of non-compliance, Participant must obtain fully executed liability waivers from all Participants Parties in the form available HERE and provide Athletic with a copy of each such fully executed liability waiver. 

 

10. Dispute Resolution. These Terms, and all matters arising out of or relating to these Terms, are governed by, and construed in accordance with, the laws of the State of Connecticut, without giving effect to any conflict of laws provisions thereof. Any dispute, controversy, or claim arising out of or relating to the Program, these Terms, or the breach or invalidity hereof or thereof (each, a “Dispute”) shall be resolved by final and binding arbitration conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) then in effect by a tribunal of three (3) arbitrators who shall each be independent, disinterested persons selected by AAA. The arbitral tribunal shall have the sole power to rule on any challenge to its own jurisdiction and all issues regarding arbitrability shall be decided solely by the arbitral tribunal. The place of arbitration shall be Athletic’s headquarters in Milford, Connecticut. The language of the arbitration shall be English. The claimant shall commence the arbitration by delivering a notice of arbitration to the respondent setting out the nature of the claim(s) and the relief requested. Within thirty (30) days of the receipt of the notice of arbitration, the respondent shall deliver to the claimant its answer and any counterclaim(s), setting out the nature of such counterclaims(s) and the relief requested. The tribunal may make its decisions by a majority or by the chair if no majority is possible. The tribunal shall have the power to grant any provisional or final remedy or relief that it deems appropriate, including an award of attorneys’ fees. Each Participant agrees to keep confidential the existence of the arbitration, the arbitral proceedings, the submissions made by the parties and the decisions made by the arbitral tribunal, including its awards to the extent not already in the public domain, except in judicial proceedings related to the award or where required by applicable law. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq., and judgment upon the award rendered by the arbitrator(s) may be entered by any court having jurisdiction thereof. Nothing in this section shall preclude any party from seeking a preliminary injunction or other provisional relief, either prior to, during or after invoking the procedures in this section, if in its judgment such action is necessary to avoid irreparable damage or to preserve the status quo. EACH PARTICIPANT HEREBY IRREVOCABLY AND UNCONDITIONALLY: (A) WAIVES ANY RIGHT TO TRIAL BY JURY; AND (B) WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT, OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY CONNECTICUT LAW. 

 

11. Consequences of Breach. Without limiting any right or remedy otherwise available to Athletic at law or in equity, if, at any time, a Participant is in breach of, or otherwise fails to comply with, these Terms, Athletic shall have the immediate right to remove such Participant from the Program. 

 

12. General.  These Terms, along with Athletic’s Terms of Use and Privacy Policy, contains the entire understanding of Athletic and each Participant with respect to the subject matter hereof and supersedes all prior and contemporaneous written or oral understandings, agreements, representations, and warranties with respect to such subject matter. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. These Terms may not be amended except by written instrument signed by Athletic. No waiver of any Athletic right, remedy, power, or privilege under these Terms (“Right(s)”) is effective unless contained in a writing signed by Athletic. No failure to exercise, or delay in exercising, any Right operates as a waiver thereof. No single or partial exercise of any Right precludes any other or further exercise thereof or the exercise of any other Right. The Rights under these Terms are cumulative and are in addition to any other rights and remedies available at law or in equity or otherwise. No Participant may directly or indirectly assign, transfer, or delegate any of or all of its rights or obligations under these Terms, voluntarily or involuntarily, including by change of control, merger, operation of law, or any other manner, without the prior written consent of Athletic. Athletic may freely assign these Terms. Any purported assignment or delegation in violation of this section shall be null and void. These Terms are binding upon and inures to the benefit of each Participant and Athletic and their respective successors and permitted assigns. There are no third-party beneficiaries under these Terms. 

 

BY CLICKING “I AGREE,” THE PARTICIPANT ACKNOWLEDGES THAT THEY HAVE READ AND UNDERSTAND THESE TERMS AND THAT SUCH PARTICIPANT ACCEPTS AND AGREES TO BE BOUND AND ABIDE BY THESE TERMS, AS WELL AS ATHLETIC’S TERMS OF USE AND PRIVACY POLICY. 

 

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