These donation request terms and conditions (these “Terms”) apply to all persons and entities (each, a “Requesting Party”) that submit a request (a “Request”) to Athletic Brewing Company LLC (“Athletic”), or any of its affiliates, for the opportunity to receive a donation or contribution in-kind of any Athletic products (“Product”). By submitting a Request, each Requesting Party agrees to the following terms and conditions.

 

1. Donations and Contributions. All donations and contributions of Product are selected by Athletic in Athletic’s sole and absolute discretion. No Requesting Party is entitled to receive any Product or any other right or benefit of any kind. Athletic reserves the right to accept or deny, in whole or in part, any Request. Athletic may choose to accept and fulfill a Request with types and/or quantities of Product that differ, in whole or in part, from those requested in the applicable Request.

 

2. Social Media. Any and all social media posts made by a Requesting Party that reference a Request, any Athletic IP (as defined below), Athletic, or Athletic’s products or services (“Posts”) shall comply with these Terms and the Athletic Brand Guidelines available HERE. All Posts are subject to Athletic’s prior review and approval. A Requesting Party shall permanently remove or delete any Post immediately upon request from Athletic.

 

3. Requesting Party Responsibilities. Each Requesting Party shall: (a) comply with all applicable laws; (b) pay all applicable federal, state and local taxes resulting from the receipt of any Product; (c) not, and shall not permit any third party to, sell, resell, or offer for sale any Product; and (d) not, and shall not permit any third party to, advertise, market, promote, sell, offer, share or otherwise provide any Product to any individual under the age of 21.

 

4. Giveaways. If any Product is used in connection with a sweepstakes, contest, lottery, prize draw, giveaway or other promotion by whatever name called (collectively, and together with any related promotional and marketing activities, “Promotional Activities”), the Requesting Party hereby acknowledges and agrees that 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”) are in no way, directly or indirectly, participating, sponsoring, endorsing, administering, operating or conducting any of the Promotional Activities, and none of the Athletic Parties are in any way associated with such Promotional Activities, including, without limitation, any Promotional Activities that incorporate any Product, whether as a prize or in any other manner. All Promotional Activities that reference any of the Athletic Parties, or reference or incorporate any Product, must include the following disclaimer:

 

The promotion is not sponsored, endorsed, administered, operated or conducted by Athletic Brewing Company LLC and is in no way associated with Athletic Brewing Company LLC.

 

5. Intellectual Property Rights.

a. Each Requesting Party 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. No Requesting Party has any right to use any of the Athletic IP without the express prior written consent of Athletic in each instance. The Athletic IP shall be used only in the form, size and type prescribed and approved by Athletic in accordance with this Section 5(b) without any modification or alteration. Athletic’s failure to communicate approval of any use of Athletic IP shall constitute disapproval. Any and all uses of Athletic IP approved in accordance with this Section 5(b) are freely revocable by Athletic at any time for any reason or no reason. Each Requesting Party shall cease using any and all Athletic IP immediately upon request by Athletic. No Requesting Party shall acquire any proprietary or other right, title, or interest in or to the Athletic IP, or any goodwill associated with the Athletic IP. Any goodwill arising out of the use thereof shall inure to the benefit of Athletic.

c. Each Requesting Party 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 (A) use the Requesting Party’s name, logos, trademarks, service marks, tradenames (“Requesting Party Marks”), and (B) use, reproduce, display, transmit, distribute, alter, modify, and create derivative works of any other materials that such Recipient approves from time to time (together with the Requesting Party Marks, the “Requesting Party IP”), in all forms of advertising, promoting and marketing of Athletic and its products and services, and for any other purpose expressly approved by such Requesting Party 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 Requesting Party reserves all other right, title and interest in and to the Requesting Party IP.

 

6. Waiver and Release. In consideration of the opportunity to receive a donation or contribution in-kind of Product pursuant to a Request, each Requesting Party, on behalf of themselves and their affiliates, owners, members, managers, directors, shareholders,

officers, parents, subsidiaries, employees, agents, contractors, heirs, spouses, partners, personal representatives, next of kin, successors and assigns, as applicable (collectively, “Releasors”) hereby expressly releases, waives, and forever discharges each of the Athletic Parties of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, of every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty, or equity, which any of such Releasors ever had, now have, or hereafter can, shall, or may have against any of the Athletic Parties for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time (collectively, “Released Claims”). Each Requesting Party, on behalf of itself and each of the Releasors, hereby covenants not to make or bring any Released Claim against any of the Athletic Parties.

 

The Releasors have been made aware of, and understand, the provisions of California Civil Code Section 1542 (“Section 1542”), which provides: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” The Releasors expressly, knowingly, and intentionally waive any and all rights, benefits, and protections of Section 1542 and of any other state or federal statute or common law principle limiting the scope of a general release.

 

7. Indemnification. Each Requesting Party shall defend, indemnify and hold harmless each of the Athletic Parties from and against any and all losses, injuries, deaths, damages, liabilities, claims, deficiencies, actions, judgments, interests, awards, penalties, fines, costs or expenses, 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: (a) any breach of these Terms or applicable law by the Requesting Party; (b) the negligence or more culpable conduct of the Requesting Party; and/or (c) any Released Claim.

 

8. 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 a Request, these Terms, or the breach or invalidity hereof (each, a “Dispute”) shall be resolved exclusively 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 New Haven County, 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. The parties agree 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. Each Requesting Party agrees to arbitrate solely on an individual basis, and that the terms hereof do not permit class arbitration or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. The arbitral tribunal may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. Notwithstanding the tribunal’s power to rule on its own jurisdiction and the validity or enforceability of the agreement to arbitrate, the tribunal has no power to rule on the validity or enforceability of the agreement to arbitrate solely on an individual basis.

 

EACH REQUESTING PARTY UNDERSTANDS AND AGREES THAT THE REQUESTING PARTY HAS THE RIGHT TO CONSULT WITH INDEPENDENT LEGAL COUNSEL OF ITS OWN CHOOSING REGARDING THIS AND ANY OTHER PROVISION HEREOF AND THAT THIS BINDING ARBITRATION PROVISION WILL ELIMINATE A REQUESTING PARTY’S LEGAL RIGHT TO SUE IN COURT, TO HAVE A JURY TRIAL, AND/OR TO PARTICIPATE IN A CLASS ACTION WITH RESPECT TO ANY SUCH DISPUTE.

 

Notwithstanding anything to the contrary herein, in the event that the foregoing arbitration provisions are deemed invalid or unenforceable, then (i) the remaining portions of hereof will remain in force and effect, and (ii) each Requesting Party irrevocably and unconditionally agrees that such Requesting Party will not commence any action, litigation, or proceeding of any kind whatsoever against any of the Athletic Parties in any way arising from or relating to any Request or these Terms, including, but not limited to, contract, equity, tort, fraud, and statutory claims, in any forum other than the federal courts of the United States or the courts of the State of Connecticut, in each case, located in New Haven County, Connecticut, and any appellate court from any thereof. Each Requesting Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

9. General. These Terms, along with Athletic’s Terms of Use and Privacy Policy, contains the entire understanding of Athletic and each Requesting Party 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 Requesting Party 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. The rights under these Terms are in addition to any rights that any of the Athletic Parties may have at common law or otherwise. 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 Requesting Party and Athletic and their respective successors and permitted assigns. There are no third-party beneficiaries under these Terms.

 

CONFIRMATION CODE: AthleticBrewing2025

 

 

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