Two for the Trails Grant Terms and Conditions

These terms and conditions (these “Terms”) apply to all recipients of grant funds (each, a “Recipient”) pursuant to the Athletic Brewing Company LLC (“Athletic”) Two for the Trails grant program (the “Program”). By applying to receive a grant under the Program (a “Grant”), each applicant acknowledges and agrees that if such applicant is selected by Athletic to receive a Grant, these Terms shall apply to such applicant as a Recipient.  

1. Selection of Recipients. All Recipients are selected in Athletic’s sole and absolute discretion. No applicant is entitled to a Grant unless and until such applicant is selected by Athletic to become a Recipient. Only validly existing charitable organizations may be considered for a Grant. All Grants are made subject to these Terms and such other terms and conditions as Athletic may require as a condition to the making of such Grant to the applicable Recipient and such other terms and conditions are hereby incorporated herein by reference. 
2. Payment of Grant. Athletic’s payment of a Grant to a Recipient is conditioned upon: (a) Athletic’s receipt from such Recipient of (i) a certificate of insurance issued in compliance with Section 10 hereof, (ii) a properly completed IRS Form W-9 or W-8, as applicable, (iii) a copy of the Recipient’s tax exemption determination letter (or equivalent evidence of charitable status from non-U.S. Recipients), (iv) a copy of the Recipient’s most recent Form 990 filed with the Internal Revenue Service (or equivalent evidence of exempt tax filing from non-U.S. Recipients); and (b) the applicable Recipient being in full compliance with these Terms as of the applicable payment date. Payment of each Grant shall be made on a schedule to be determined by Athletic.
3. Use of Funds. Each Recipient shall use the Grant solely for purposes of completing the project that is described in the Recipient’s application for such Grant (the “Project”) and for no other purpose. Without limiting the foregoing, each Recipient acknowledges and agrees that no more than 10% of any Grant amount may be used to pay or reimburse the cost of employee compensation. All unused portions of the Grant must be promptly returned to Athletic.
4. Recipient Responsibilities. Each Recipient shall:
   1. Promptly deliver to Athletic documented proof of use of all Grant funds, including, without limitation, all receipts for materials and records with respect to the cost of labor (including the cost of all training, food, and supplies);
   2. Comply with all applicable laws in connection with these Terms, the Grant and the Project (including, without limitation, obtaining all applicable licenses, permits and approvals required in connection with the Project);
   3. Within 90 days of receipt of your Grant, post 1 social media post on the Recipient’s official social media account announcing the Grant and the Recipient’s participation in the Program;
   4. Within 7 days before or after the 6-month anniversary of the Grant, submit to Athletic a progress report using the following link: HERE; and 
   5. Within 7 days before or after the 1-year anniversary of the Grant, submit to Athletic a progress report using the following link: HERE.
5. Social Media. Any and all social media posts made by a Recipient that reference any of the Grant, the Project, the Program, Athletic IP (as defined in Section 8), 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 by emailing TFTTapprovals@athleticbrewing.com. 
6. Permissions. Each Recipient 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 Recipient 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 by submitting HERE.  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.
7. Project Crew. Each Recipient assumes full responsibility for the acts and omissions of (including compliance with these Terms by) all employees, contractors, volunteers, agents and other crew and suppliers in connection with the Project.
8. Intellectual Property Rights. 
   1. Each Recipient 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”).
   2. Athletic hereby grants the Recipient a limited, non-exclusive royalty-free, revocable, non-transferrable, non-assignable, non-sublicensable license to use certain of the Company 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 Recipient 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 Grant, the Project, 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. 
   3. No Recipient shall impugn, challenge or assist in any challenge to the validity of the Athletic IP, any registrations thereof, or Athletic’s ownership thereof. Each Recipient 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 Recipient 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 Recipient’s use of the Athletic IP fails to comply with these Terms, such Recipient 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.
   4. Each Recipient hereby grants to Athletic and its affiliates, and each of its respective direct and indirect affiliates, licensees, successors, and assigns, (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 Recipient’s name, logos, trademarks, service marks, tradenames (“Recipient Marks”), and other intellectual property as such Recipient approves from time to time (together with the Recipient Marks, the “Recipient IP”), in all forms of advertising, promoting and marketing of Athletic, it products, and the Program, in any and all formats and media and by any and all technologies and means of delivery, whether now or hereafter known or devised, or for any other purpose expressly approved by such Recipient in writing. The Recipient reserves all other right, title and interest in and to the Recipient IP. In addition to the foregoing, Athletic shall have the right to freely disclose the details of each Grant, including, without limitation, each Recipient’s identity and the details of the Project.
9. Indemnification. Each Recipient shall defend, indemnify and hold harmless Athletic and its affiliates, parents, subsidiaries, successors and assigns and its and their respective directors, officers, shareholders, members, managers, agents, contractors and employees 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) the Project, the Project site or any other property of Recipient, including, without limitation, the death, injury or loss of, or damage to, property, of any person present at the Project site or any other property of Recipient, in any capacity, including, without limitation, as a participant, guest, patron, spectator, employee, volunteer, or vendor; (ii) the Recipient’s negligence, fraud, willful misconduct or breach of these Terms or applicable law; (iii) any claim that any use or possession by Athletic of any of the Posts and/or any Recipient IP infringes, misappropriates or violates the intellectual property rights, publicity rights, privacy rights or any other right of any third party.  
10. Insurance.  During the entire course of the Project (including during any periods of suspension of the Project) and for one (1) year following final completion of the Project, each Recipient 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 Recipient shall provide to Athletic, prior to receipt of any Grant payment, and as requested thereafter, a certificate of insurance evidencing all such coverages. Each Recipient’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. 
11. 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 Grant, the Project, 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 Recipient 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 RECIPIENT 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.
12. Consequences of Breach. Without limiting any right or remedy otherwise available to Athletic at law or in equity, if, at any time, a Recipient is in breach of, or otherwise fails to comply with, these Terms (including, without limitation. any failure to provide any materials or reports required under Section 2 or Section 4 hereof): (a) Athletic shall have the right to demand immediate repayment of the full amount of the Grant made to the applicable Recipient; and (b) such Recipient shall not be eligible to receive any Grant in the next year of the Program.
13. General.  These Terms contains the entire understanding of Athletic and each Recipient 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 Recipient 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 Recipient and Athletic and their respective successors and permitted assigns. There are no third-party beneficiaries under these Terms. 

CONFIRMATION CODE: AthleticBrewing2024