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Spartan Race Wellness Warrior Terms and Conditions

Spartan Race Wellness Warrior Terms and Conditions

These Spartan Race Wellness Warriors Terms and Conditions (the “Terms and Conditions”) shall apply to your (“Associate” or “you” or “your”) participation in the Wellness Warrior Program (“Program”), and accordingly you are agreeing to enter into a legally binding
contract (“Agreement”) with Spartan Race, Inc. (“Spartan”), and shall be subject to, and thereby assent to, the following terms and
conditions (including those additional terms set forth in the Spartan Race Privacy Policy and Code of Conduct).
By submitting an application and participating in this Program, you acknowledge that you have read and accept the Terms and
Conditions of this Agreement in its entirety.
1.
Enrollment in the Program
: To begin the enrollment process, you must submit a complete and accurate Program application.
We will evaluate your application and notify you of its acceptance or rejection.
Spartan reserves the right to approve or reject
any Program application that is submitted for any reason in its sole discretion.
You will ensure that the information in your
Program application, and information otherwise associated with your account(s) on your Digital Channels (including your email
address, other contact information, and identification of your Digital Channels) is at all times complete, accurate, and up-to-
date; and that does not
misrepresent your identity,
or reflect the personal information
for anyone other than yourself
. We may
send notifications (if any), approvals (if any), and other communications relating to the Program and the Agreement to the email
address then-currently associated with your Program account. You will be deemed to have received all notifications, approvals,
and other communications sent to that email address, even if the email address associated with your account is no longer
current.
2.
Program; Referral Fee and Qualifying Purchases:
a.
Associates participating in the Program shall be able to earn a Referral Fee on Qualifying Purchases by the placement
and promotion of the following Program promotional tools through digital channels owned and operated by Associate,
including Associate’s website, social media accounts, and/or email account (collectively, “Digital Channels”). In the
connection with the Program, Associate may u
se the Licensed Marks in the promotion of the Spartan Products through
content and posts (collectively “Posts”) via Associate’s Digital Channels. Notwithstanding, Spartan reserves the right to
ask you to take down a Post if it does not conform to the terms and conditions of this Agreement
:
i.
Coupon Code
: Associate shall be designated a personalized and exclusive coupon code (“Coupon Code”) to
distribute via the Associate’s Digital Channels, and which third-party customers (“Customers”) may use at checkout
when making Qualifying Purchases at shop.spartan.com.
ii.
Affiliate Link
: Associate shall place and promote on its Digital Channels hyperlinks linking to the shop.spartan.com e-
commerce website for the purpose of the promoting Spartan merchandise (“Products”) to
Customers
. Spartan may
make available to Associate, a variety of graphic and textual links (“Affiliate Link[s]”) in order to link from Associate’s
Digital Channels to shop.spartan.com.
Spartan shall track Customers who access shop.spartan.com from
Associate's Digital Channels via each Affiliate Link with a cookie containing Associate’s identification, and that
expires in thirty (30) days following each initial visit to shop.spartan.com via such Affiliate Link. Associate will be
responsible for integrating the Affiliate Links into Associate’s Digital Channels to properly enable sales tracking.
b.
As consideration for the placement and promotion of Associate’s designated Coupon Code and/or Affiliate Link(s) through
the Associate’s Digital Channels, Spartan will pay Associate a Referral Fee, in the percentages set forth below, on the Net
Proceeds received by Spartan from Qualifying Purchases. A Qualifying Purchase shall be defined as the purchase of
Products by a
Customer
during a visit to shop.spartan.com that derived from either (i) following the navigation to the
designated URL on shop.spartan.com through an Affiliate Link; or (ii) the use of a Coupon Code at checkout on
shop.spartan.com. Net Proceeds shall be defined as gross proceeds received by Spartan from Qualifying Purchases on
shop.spartan.com, less costs and expense attributable taxes, shipping and handling, services charges, credit card
processing fees, and promotional discounts as advertised.
c.
Notwithstanding the foregoing, the following purchases that would otherwise be Qualified Purchases are disqualified and
excluded from the Program and which no Referral Fee shall be paid:
i.
any Product purchased after termination of your
Agreement;
ii.
any Product order where a cancellation, return, or refund has been initiated;
iii.
any Product in which Spartan deems, in its discretion, as non-qualifying;
iv.
any Product purchased by a Customer, that derived and/or resulted from an improper use of an Affiliate Link, Coupon
Code, or any other violation of this Agreement herein; or
v.
any Product purchase that is not correctly tracked or reported because the links from your Digital Channels to the
relevant Spartan site are not properly setup or formatted.
d.
Referral Fee payments shall accrue monthly, and shall be due and paid by Spartan within thirty (30) days upon the
conclusion of the prior month. Payment will only be made to Associate’s PayPal account, as designated by Associate in
the submitted Program application.
e.
The applicable Referral Fee commission percentages shall be as set forth below. Such Referral Fee percentages are
subject to change.
i.
50% of Net Proceeds from Qualifying Purchases of the following designated Spartan Nutrition Products:
1.
SPARTAN Energy Capsules
2.
SPARTAN Hydration Tablets
3.
SPARTAN Organic Herbal Tea
ii.
10% of Net Proceeds from Qualifying Purchases of all other applicable Products.
3.
License; Associate Compliance:
a.
Limited License to Associate
.
Subject to the terms and conditions set forth in this Agreement
Spartan hereby grants to you
a limited, revocable,
royalty-free, non-exclusive, non-transferable license to use the logos, trademarks, word marks,
symbols, emblems, trademark designs, indicia, identifications, and other intellectual property of Spartan (collectively, the
“Licensed Marks”) as provided by Spartan solely in connection with approved activities in Section 2 of this Agreement.
The Licensed Marks are the property of Spartan and nothing in this Agreement is intended to convey to Associate any
ownership rights or, except for the limited license granted in this section, other interest in or to the Licensed Marks,
whether by implication, estoppel or otherwise. The Licensed Marks shall be used only in the exact form, size, style, and
type prescribed and approved by Spartan without deviation. Associate shall not, nor shall Associate permit others to, use
the Licensed Marks in combination with any other trademark, service mark, logo, prefix, suffix or other modifying words,
designs, or symbols without the prior written approval of Spartan. Associate agrees that (i) any use of the Licensed Marks
shall be in accordance with the approvals provided by Spartan without change, (ii) each use of the Licensed Marks will not
disparage, denigrate, tarnish or reflect adversely on the Spartan, or their businesses, officers, directors, executives,
employees, events, activities, suppliers and/or products, and (iii) Associate shall not use, nor shall Associate authorize
others to use, the Licensed Marks or any marks confusingly similar thereto for any unauthorized use or in any
unauthorized manner. Spartan may modify, alter, change any of the content generated by Associate for formatting,
navigational, integration or other purposes as Spartan deems necessary. Spartan further reserves the right to remove any
content that Spartan deems to be infringing, noncomplying or in breach of this Agreement, and reserve the right to
terminate your account pursuant to Section 7 of this Agreement. Associate shall not transfer, assign, or sublicense any of
the rights granted under this Section without Spartan’s express prior written consent. Associate agrees not to apply for
any state, federal or foreign trademark or service mark registration pertaining to or including any Licensed Marks or any
confusingly similar trademarks. Unless Associate receives Spartan prior written approval, Associate shall not depict
Spartan, and/or the Licensed Marks in any manner that would suggest and/or indicate endorsement of any product or
services by Spartan or any of their affiliated or related entities. Associate warrants and represents that Associate will not
infringe Spartan’s right, title, or interest in or to the Associate Marks or any other of their intellectual property.
b.
As an Associate, you may NOT, under any circumstances
:
i.
Alter, modify, amend, change, or enhance the Licensed Marks in any way.
ii.
Use “Spartan Race”, or “Spartan” in any business name, internet domain name, facility name, or in any social media
name.
iii.
Use Spartan logos, trademarks, copyrighted material, content, photographs, videos, images, works, music, artwork,
graphics, information or other intellectual property in the marketing, advertising, promotion, or merchandise relating
to your role as an Associate, except as explicitly provided for above.
iv.
Without limiting the foregoing, you may
NOT
convey or imply that you are speaking or acting on behalf of, Spartan.
You may not use the Licensed Marks, Spartan, or Spartan Race, in any way that is illegal or that defames, ridicules
or disparages Spartan, its founder, employees, agents, Associates, licensees or their products or services, or that
otherwise damages the reputation for quality inherent in the Licensed Marks.
c.
FTC Compliance
:
Associate shall, at all times, comply with the Federal Trade Commission Guides Concerning the Use of
Testimonials and Endorsements in Advertising, effective December 1, 2009, as amended (“FTC Guides”) relating to your
performance under this Agreement. The provisions of this Section shall survive the termination and/or expiration of this
Agreement.
i.
You alone are responsible for the content of the Posts.
You may be held legally liable for the content that you
generate and submit and may be held legally liable if your submissions include, but not limited to, the following,
defamatory comments, material protected by copyright, trademark, patent or trade secret law or other proprietary
right without permission of the author or owner.
ii.
You understand that the Posts shall not contain any materials:
1.
that are false, inaccurate, or misleading;
2.
that infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of
publicity or privacy;
3.
that violate any law, statute, ordinance, or regulation (including without limitation, those governing export
control, consumer protection, unfair competition, anti-discrimination and false advertising);
4.
that are libelous, threatening or harassing;
5.
that are obscene or contain any kind of pornography;
6.
that contain any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming
routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any
system, data or personal information;
7.
that might create liability for Spartan or might cause Spartan to lose (in whole or in part) the services of its
Internet service providers or other suppliers;
8.
that interfere with the ability of others to enjoy the Spartan websites;
9.
that impersonate any other person or entity, whether actual or fictitious, including impersonating an employee
or consultant of Spartan;
10.
that link to or include descriptions of goods or services that are prohibited under this Agreement or you do not
have a right to link to or include;
11.
that contain any content that you do not have the right to make available under any law or any contractual or
fiduciary relationship (such as inside information and confidential information learned under a non-disclosure
agreement); or
12.
that instigate or encourage others to commit illegal activities or cause injury or property damage to any
person.
iii.
You may not use any other user’s information, personal or otherwise, for any commercial purpose, to send chain
letters, junk mail, “spam,” or other bulk communications or for developing lists. Any such use by you will be a
violation of this License.
iv.
You shall comply with the FTC Guides, as an endorsing party of Spartan. As such,
in each Post, you must disclose
in a clear and conspicuous manner
(i.e. in clear and legible font, sufficiently contrasted against any background
graphic or color to be readily apparent to consumers)
that you have received compensation from Spartan in
association with your endorsement or testimonial of Spartan and associated products
. In addition, you may
not make representations that any results you have achieved from the use of Spartan’s products are “typical” when
the results are atypical. If any results you have achieved from the use of Spartan’s products are atypical, you shall
provide and disclose the results that consumers can generally expect from the use of Spartan’s products. It is
important to remember that any false or misleading claims made in any testimonial or endorsement by you of
Spartan’s products in the Posts is deceptive advertising and actionable under FTC rules and regulations.
v.
If you represent, directly or by implication, that you are an expert with respect to your endorsement message
concerning Spartan’s products, then your qualifications must in fact give you the expertise that you claim to possess
with respect to the endorsement Spartan’s products.
d.
Further Restrictions and Limitations
.
i.
Spartan explicitly reserves the right to require you to abandon any particular use of the Licensed Marks that
Spartan finds objectionable in its sole, absolute discretion.
Your use of the Licensed Marks is subject to any
additional terms and conditions asserted by Spartan at our Web site(s) or otherwise from time to time. All rights,
grants, licenses and permissions granted to you are subject to the terms and conditions of this License, and are
limited, revocable, personal, non-exclusive, non-transferrable, non-assignable, non-delegable and non-
sublicensable. You agree to obtain all necessary and appropriate Spartan approvals for use of the Licensed Marks.
You agree to comply with Spartan’s branding guidelines for the Licensed Marks as may be provided, and to comply
with all marking requirements provided by Spartan in connection with the Licensed Marks, including using the ®
symbol and statement that the Licensed Marks as used are used under license from Spartan. You agree not to
create or use any modification, derivation, variation, colorable imitation or confusingly similar version of the Licensed
Marks or of any other marks, logos, indicia, names or designs used or owned by Spartan, with any goods or
services. You acknowledge that you have no ownership interest in the Licensed Marks other than the license granted
herein, and that Spartan is and shall remain the sole and exclusive owner of all right, title and interest in and to the
Licensed Marks and all modifications, enhancements, updates, improvements and derivative works thereof and
related thereto, regardless of by whom made, both during and after the term of the License. You agree not to
challenge, contest or object to Spartan’s ownership worldwide of the Licensed Marks or to contest the validity thereof
worldwide on any basis. You agree, both during the term of the Agreement and after, never to apply for or register
anywhere worldwide any trademark or copyright applications or registrations, or any domain names, for or containing
the Licensed Marks or “SPARTAN” or any word, phrase, portion, or element of any of the foregoing, or any images,
designs, graphics, devices, indicia, artwork, works and logos used therewith or used by Spartan, including those
depicting helmets or other indicia historical or otherwise related to or associated with ancient Sparta or the ancient
spartans, and/or any similar derivations, variations, or colorable imitations of the foregoing, in whole or in part, in
connection with any and all goods, services and activities. You hereby irrevocably assign, transfer, convey and
release to Spartan, automatically upon and from the moment of creation, all right, title and interest of any kind or
nature in and to any and all modifications, enhancements, updates, improvements and derivative works of the
Licensed Marks and related thereto or based thereon. You agree that your use of the Licensed Marks, and all
goodwill in the Licensed Marks, inures solely to the benefit of Spartan, and will not create any right, title or interest to
you in or related to the Licensed Marks. You agree to provide Spartan with examples of how you are using the
Licensed Marks upon request by Spartan. You agree that Spartan has no duty or obligation to register, seek to
register, renew, or maintain any registrations for, any of the Licensed Marks. You however shall promptly notify
Spartan in writing of any infringement or suspected infringement of the Licensed Marks, of any claim made against
you or Spartan in connection with the Licensed Marks. Spartan shall have the sole right and discretion, but not the
obligation, to bring infringement or other legal proceedings or actions against third-parties involving the Licensed
Marks. Spartan shall in all events collect and retain any and all damages or other monetary relief awarded in any
action against third-parties related to the Licensed Marks, and Spartan shall have sole selection of counsel. In no
event shall Spartan be liable to you for not bringing a claim or lawsuit against any third-party. In no event shall you
enter into any settlement, license or compromise of any controversy involving the Licensed Marks without Spartan’s
prior written approval. You agree to assist and cooperate with Spartan with respect to prosecution of Spartan’s
registration and enforcement of trademark and copyright rights in and related to the Licensed Marks, and to execute
and deliver all documents, and provide samples and specimens as requested by Spartan, to effectuate and
perpetuate Spartan’s rights in the Licensed Marks. You acknowledge and agree that the Licensed Marks are licensed
to you AS-IS and without representations, inducements, or warranties of any kind or nature.
SPARTAN DOES NOT
MAKE, AND HEREBY DISCLAIMS AND EXCLUDES, AND ANY ALL REPRESENTATIONS AND WARRANTIES
OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, INCLUDING THOSE ARISING FROM OR RELATED TO
THE LICENSED MARKS, COURSE OF DEALING, USEAGE OF TRADE, MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. YOU UNDERSTAND THAT THE SUCCESS OF
THE SERVICES YOU PROVIDE UNDER THE LICENSED MARKS DEPENDS ON NUMEROUS FACTORS
BEYOND SPARTAN’S CONTROL AND THAT YOUR SUCCESS IN CONNECTION THEREWITH IS
SPECULATIVE AND THAT NO PROFITS, REVENUES OR SUCCESS IN CONNECTION THEREWITH IS
GUARANTEED. All rights not expressly granted to you herein are reserved.
ii.
Authorization
:
You hereby authorize Spartan permission to include your name and likeness and a Website link(s) to
your official Social Media Accounts on our Website(s), including for publicity purposes.
iii.
Limited License to Spartan
: You hereby grant to Spartan and its affiliates a limited license to use all the content,
including, but not limited to, written content, photographs, videos, images, works, music, artwork, graphics and
information, you provide to Spartan to be posted on any webpage, including, but not limited to, all social media sites,
used to promote Spartan events, and for any other commercial purpose in connection with any Spartan business.
You hereby represent and warrant that you will have obtained all necessary consents, releases and permissions
necessary for Spartan to use all the content, including, but not limited to, written content, photographs, videos,
images, works, music, artwork, graphics and information, you provide to Spartan to be posted on any webpage,
including, but not limited to, all social media sites, used to promote Spartan events, and for any other commercial
purpose in connection with any Spartan business.
4.
Indemnification; Release; and Disclaimer:
a.
You are solely responsible and shall bear all costs and liabilities associated with all aspects of your role as an Associate.
In no event shall Spartan be liable to any third party for any direct, indirect, special or consequential damages of any kind
or nature or for any reason whatsoever, whether liability is asserted in contract or tort. You, your contractors, Associates,
agents, representatives and affiliates (collectively, “Indemnifying Parties”) agree to indemnify, defend and hold harmless
Spartan and its subsidiaries, owners, officers, directors, employees, contractors, Associates, agents, representatives and
affiliates (together with any of the foregoing’s heirs, successors or assigns, the “Indemnified Parties”) from all damages,
assessments, costs, losses and other expenses, including, but not limited to, reasonable attorneys’ fees and costs
(collectively, “Costs”), arising out of, or resulting from, any third party claim, demand, suit, action or other proceeding
against any of the Indemnified Parties (collectively, “Claims”) that arise out of, or relate to any (a) breach of Indemnifying
Parties’ obligations under this License, (b) infringement or misappropriation by Indemnifying Parties of any intellectual
property of any third party, or (c) property damage, personal injury or death based on Indemnifying Parties’ negligence,
recklessness or willful misconduct. Indemnifying Parties will give the Indemnified Parties prompt notice of any Claim(s),
and any delay in notification shall not relieve any Indemnifying Party of its obligations hereunder except to the extent that
the delay materially impairs its ability to indemnify. Without limiting the foregoing, the Indemnified Parties may participate
in the defense at their own expense. The Indemnifying Party(ies) shall not enter into or acquiesce to any settlement
containing any admission of or stipulation to any guilt, fault, liability or wrongdoing on the part of the Indemnified Parties or
which would otherwise adversely affect the Indemnified Parties without the Indemnified Parties’ prior written consent
(which shall not be unreasonably withheld).
b.
Indemnifying Parties hereby release, discharge, and waive the Indemnified Parties from all Claims which may arise from,
and covenants not to make any Claims against the Indemnified Parties as a result of, any and all loss or injury caused by
or occurring as a result of the exploitation of the rights granted hereunder, including, but not limited to, Claims arising from
damages for libel, defamation, infringement of the right of publicity, unfair competition, copyright, trademark infringement
or other intellectual property, or any physical injuries. Indemnifying Parties waive the benefits of any statute or law that
purports to limit the effect of this License.
c.
DISCLAIMER OF WARRANTIES. YOU EXPRESSLY AGREE THAT YOUR PARTICIPATION IN THE PROGRAM IS AT
YOUR SOLE RISK. THE PROGRAM AND SPARTAN WEBSITES (INCLUDING WITHOUT LIMITATION SPARTAN.COM
AND SHOP.SPARTAN.COM) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. SPARTAN MAKES NO
WARRANTY THAT THE PROGRAM AND/OR THE SPARTAN WEBSITES WILL BE UNINTERRUPTED, SECURE, OR
ERROR FREE. SPARTAN EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED,
INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, OR NON-INFRINGEMENT. SPARTAN DOES NOT GUARANTEE THE ACCURACY OR COMPLETENESS
OF ANY INFORMATION ON, OR PROVIDED IN CONNECTION WITH, THE PROGRAM AND/OR THE SPARTAN
WEBSITES. SPARTAN IS NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS, OR FOR THE RESULTS
OBTAINED FROM THE USE OF SUCH INFORMATION.
5.
Expenses:
Each party shall be solely responsible for its expenses in performance of its obligations under this Agreement,
unless specifically stated herein or otherwise agreed to in writing prior to the expense being occurred.
6.
Independent Contractor:
The relationship of the Parties under this Agreement is that of independent contractors and you
understand that no agency, joint-venture, employee-employer, partnership, fiduciary or franchisee-franchisor relationship is
intended or created by this License.
7.
Termination:
The term of this Agreement will begin upon Spartan’s approval of your participation in the Program. Either you or
Spartan may terminate this Agreement at any time, with or without cause (automatically and without recourse to the courts, if
permitted under applicable law), by giving the other party written notice of termination provided that the effective date of such
termination will be 7 calendar days from the date notice is provided. You can provide termination notice by closing your account
and emailing Spartan at
wellnesswarriors@spartan.com
. In addition, we may terminate this Agreement or suspend your
account immediately upon written notice to you for any of the following: (a) you are in material breach of this Agreement, (b)
you otherwise fail to cure within 7 days of our notice to you regarding any other breach of this Agreement (including any
Program Policy and Code of Conduct); (c) we believe that we may face potential claims or liability in connection with your
participation in the Program; (d) we believe that our brand or reputation may be tarnished by you or in connection with your
participation in the Program; (e) your participation in the Program has been used for deceptive, fraudulent or illegal activity; (f)
we believe that we are or may become subject to tax collection requirements in connection with this Agreement or the activities
performed by either party under this Agreement; (g) we have previously terminated this Agreement (or suspended your
account) with respect to you or other persons that we determine are affiliated with you or acting in concert with you for any
reason, or (h) we have terminated the Program as we generally make it available to participants.
a.
Upon Termination, w
e may hold accrued unpaid Referral Fees for a reasonable period of time following termination to
ensure that the correct amount is paid (for example, to account for any cancelations or returns).
b.
Upon any termination of this Agreement, all rights and obligations of the parties will be extinguished, including any and all
licenses granted in connection with this Agreement, except that the rights and obligations of the parties that by
nature
should survive
, together with any payable but unpaid payment obligations under this Agreement, will survive the
termination of this Agreement. No termination of this Agreement will relieve either party for any liability for any breach of,
or liability accruing under, this Agreement prior to termination.
Upon termination of the Agreement for any reason, you
shall immediately discontinue, remove and delete all uses of the Licensed Marks with any and all goods and services of
any kind or nature and in all formats and mediums, including without limitation on your Digital Channels.
8.
Changes to Terms and Conditions:
Spartan may at any time, and at its sole discretion, modify the Terms and Conditions of
this License, with or without notice. Such modifications will be effective immediately upon posting. Associate agrees to review
these Terms and Conditions periodically and your continued participation in this Program and all the rights and responsibilities
it grants you following such modifications will indicate your acceptance of these modified Terms and Conditions.
9.
No Third-Party Beneficiaries:
The provisions of the Agreement are intended solely for the benefit of Spartan and Associate,
and shall create no rights or obligations enforceable by any other party.
10.
Assignment:
This Agreement may not be assigned or transferred by Associate under any circumstance.
11.
Force Majeure:
Neither party will be in breach of this Agreement if any performance required under this Agreement is
prevented or preempted because of an act of God, natural disaster, inclement weather, catastrophe, accident, fire, riot or civil
commotion, act of public enemy, governmental act, regulation or rule, failure of technical facilities, a day of national mourning,
act of terrorism, emergency or other circumstance or event beyond the control of such party.
12.
Additional Governing Policies:
In addition to the terms of this Agreement, as Associate you are governed by the Privacy
Policies posted to Spartan’s website; as well as all terms and conditions as set forth in the “Spartan Code of Conduct” attached
to this Agreement. By accepting to act as an Associate, you are agreeing that you have read and will comply with all material
terms of the Spartan Privacy Policies. These Terms and Conditions act in conjunction to said policies for each company.
13.
Compliance with FTC Requirements:
Associate shall comply with all Federal Trade Commission requirements regarding
promotion of Spartan or its products under this License, including, but not limited to, all required disclosures under the FTC
Guides.
14.
Governing Law, Forum and Remedies
:
The Agreement shall be deemed and is made and entered into by the Parties in
Boston, Massachusetts. The Agreement shall be construed and interpreted both as to validity and to performance of the
Parties in accordance with the laws of the Commonwealth of Massachusetts, USA, notwithstanding its conflict of law
provisions. Any action or proceeding brought to enforce the terms of the Agreement or to adjudicate any dispute arising out of
the Agreement shall be brought exclusively in a federal or state court having jurisdiction in or nearest to Boston,
Massachusetts, USA. The Parties will not raise in connection therewith, and hereby waive, any defenses based upon the
venue, the inconvenience of the forum, the lack of personal jurisdiction, or the like in any action, suit or proceeding to enforce
the terms of the Agreement or to adjudicate any dispute arising out of the License. You understand that any breach of the
Agreement and/or any use of the Licensed Marks that exceeds the scope of the License, may, in addition to being a breach of
contract, constitute trademark infringement, copyright infringement, false advertising, deceptive trade practices, and unfair
competition, among other violations. If Spartan institutes an action at law or in equity against Associate to secure or protect
Spartan’s rights under or to enforce the terms of this License, in addition to any judgment entered in its favor, Spartan shall be
entitled to recover from Associate reasonable attorneys’ fees together with court costs and expenses of enforcement. You
acknowledge and agree that any breach of your obligations under the Agreement will result in irreparable harm to Spartan, the
extent of which would be difficult to ascertain and for which Spartan cannot reasonably or adequately be compensated in
damages. Accordingly, you agree that, in addition to any other remedies to which Spartan may be entitled, in the event of a
breach by you, Spartan will be entitled to seek injunctive and/or equitable relief to prevent a breach, further breach or
threatened breach of any and all provisions herein and to secure enforcement thereof, in addition to any other relief or award to
which Spartan may be entitled.
15.
Confidential Information:
Each party acknowledges that it will have access to certain confidential information of the other
party concerning the other party’s business, business plans, customers, strategies, trade technology, finances, assets, and
products, including the Terms and Conditions of this Agreement (“Confidential Information”). Each party agrees that it will not
use in any way, for its own account or the account of any third party, except as expressly permitted in this License, nor disclose
to any third party (except as required by law or to that party’s attorneys, accountants, or other advisors as reasonably
necessary), any of the other party’s Confidential Information and will take reasonable precautions to protect the confidentiality
of such information. Information will not be deemed Confidential Information hereunder if such information: (i) is or becomes
known to the receiving party from a source other than one having an obligation of confidentiality to the disclosing party; (ii)
becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the
receiving party; or (iii) is independently developed by the receiving party without reference to the Confidential Information.
These restrictions continue to apply after the disclosure for so long as the confidential nature of such information is maintained
by Company.
Each party agrees that its obligations provided in this section are necessary and reasonable in order to protect
the disclosing party and its business, and each party expressly agrees that monetary damages would be inadequate to
compensate the disclosing party for any breach by the receiving party of its covenants and agreements set forth in this
License. Accordingly, each party agrees and acknowledges that any such violation or threatened violation will cause irreparable
injury to the disclosing party and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the
disclosing party shall be entitled to obtain injunctive relief against the threatened breach of this Agreement or the continuation
of any such breach by the receiving party, without the necessity of proving actual damages.
16.
Waiver:
No waiver of any rights under this Agreement shall be effective unless in writing signed by both Parties. The waiver by
either party of a breach or a default of any provision of this Agreement by the other party shall not be construed as a waiver of
any succeeding breach of the same or any other provision, nor shall any delay or omission on the part of either party to
exercise or avail itself of any right, power or privilege that it has, or may have hereunder, operate as a waiver of any right,
power or privilege by such party.
17.
Severability:
If any of the provisions of this Agreement shall be deemed by a court of competent jurisdiction invalid or
unenforceable in any respect, then, to the fullest extent permitted by applicable law, all other provisions herein shall remain in
full force and effect.
18.
Entire Agreement:
This Agreement contains the entire understanding of the Parties hereto with respect to the transactions
and matters contemplated hereby, supersedes all previous agreements between them concerning the subject matter, and
cannot be amended except by a writing signed by both Parties. No party hereto has relied on any statement, representation or
promise of any other party or with any other officer, agent, employee, or attorney for the other party in executing this
Agreement except as expressly stated herein.
19.
Headings:
The Section (or sub-Section) headings set forth throughout this Agreement are for convenience only and are not
intended to affect the meaning of the provisions of this License.
SPARTAN CODE OF CONDUCT
Spartan Race, Inc. (including its corporate affiliates and subsidiaries, “Spartan”) is committed to high standards of ethics and
respectful conduct. In order to offer superior and safe events, products and services to our customers, all members of the Spartan
team must comply with the
law,
honor their commitments, uphold Spartan’s values and communicate effectively. This Code of
Conduct (the “Code”) sets forth our expectations for anyone who is a part of the Spartan team (including, but not limited to,
Spartan’s contractors, licensees, ambassadors, street team members, SGX coaches, Pro Team members, volunteers, sponsors,
vendors and suppliers, each, a “Spartan Partner”). If a requirement of this Code conflicts with a requirement of your contract with
Spartan, you must comply with the more restrictive requirement. If a requirement of this Code conflicts with any applicable law, then
you must comply with the applicable law.
1.
Commitment to Values
. You agree to treat directors, officers and employees of Spartan, other Spartan Partners, and
customers of Spartan (collectively, the “Spartan Community”) with respect, and to conduct yourself in a manner dedicated
to creating a safe, respectful environment for the Spartan Community. You further agree: a) to act with honesty and
integrity; b) not to engage in any behavior which is prejudicial to the interests of, or might otherwise be detrimental to the
reputation, image or goodwill of the Spartan Community, Spartan or its commercial relationships.
2.
Harassment
.
Harassment of a member of the Spartan Community - whether on account of race, color, religion, creed,
sex, national origin, ancestry, age, mental or physical disability, sexual orientation, gender identity, genetic carrier status,
any veteran status, any military service, any application for military service or membership in any other category or class
protected under the law - will not be tolerated. All members of the Spartan Community have the right to be free from slurs
or any other verbal or physical conduct that constitutes such harassment. You agree not to be responsible for and/or party
to any form of discrimination or harassment against another member of the Spartan Community.
a.
Sexual Harassment
. All members of the Spartan Community have the right to be free from sexual advances or
any other verbal or physical conduct that constitutes sexual harassment. Sexual harassment will not be
tolerated.
b.
Reporting
. If you believe you have been the subject of harassment, if any harassment has been reported to
you, or if you have witnessed any case of harassment, report such conduct to Spartan’s Legal Department at
legal@spartan.com
. Spartan will not tolerate any retaliatory conduct against a Spartan Partner for filing a
complaint of harassment or for participating in an investigation. Spartan has the right to terminate a contract
and/or remove any individual from a Spartan event for conduct it deems unacceptable, regardless of whether
that conduct satisfies the legal definition of harassment.
3.
Social Media
.
Spartan Partners may use social networking sites, personal web sites, and blogs (together, for the
purposes of this policy, “Networking Sites”), either as part of your services provided to Spartan, or for your own personal
use. If you identify yourself or your organization as a Spartan Partner or as otherwise affiliated with Spartan when
creating, posting, commenting or communicating on any Networking Site, any content you share could be interpreted as
Spartan’s position or reflect on the Spartan brand.
Accordingly, you will exhibit good judgment when communicating on a
Networking Site and will comply with the following guidelines:
a.
You will comply with all contractual, common law and statutory obligations regarding the protection of Spartan’s
trade secrets and confidential information. Please refer to your contract with Spartan regarding information that
is considered “confidential” or “proprietary”;
b.
You will not use any Networking Site in any way that violates any applicable federal, state or local law or
regulation;
c.
You will not identify yourself as a Spartan employee or misrepresent your relationship with Spartan;
d.
You will not
libel, slander or disparage
members of the Spartan Community, Spartan sponsorship
partners or their products, Spartan events, products, services, or business relationships; and
e.
If you are engaged as an influencer or ambassador in any way (as solely and reasonably determined by
Spartan), you will comply with the Federal Trade Commission guidelines for social media influencers,
found at
https://www.ftc.gov/system/files/documents/plain-language/1001a-influencer-guide-508_1.pdf
.
4.
Media Policy
.
You may be contacted by traditional or online media requesting information about Spartan or its
employees, directors, officers, or operations.
If you are contacted
by any media representatives
(television, radio,
newspaper, magazines, blogs, internet news portals or other online media), please direct any such call/inquiry to
Jonathan
Fine, Head of Global Brand Communications at (781) 248-3963 or
media@spartan.com
.
Only the Head of Global Brand
Communications may authorize someone to communicate with the
media
on behalf of Spartan.
5.
Safety
.
Spartan’s goal is to provide a healthy and safe work environment for all Spartan Partners. Your cooperation is
important in observing all rules of safety and standard operating procedures communicated to you, whether verbally or in
writing by Spartan employee(s) or contractor(s). You agree to immediately report all unsafe practices or conditions that
you see – whether to the Spartan employee who is your main point of contact, or to the Spartan Legal Team at
legal@spartan.com
. If you are on location at any Spartan race, Workout Tour event, or other Spartan fitness, sports or
other event, you must comply with all safety requirements in place for that location (whether or not such a requirement
exists in writing) as required by Spartan, the venue owner, or applicable law. You also agree to meet all training or
certification required to provide the services to Spartan set forth in your contract. If you are supporting a Spartan Kids
event, Spartan Edge school training event, Spartan wrestling camp, or other event specifically designed for children, you
must complete a background check and SafeSport training. For more specific guidelines, refer to all safety protocols
provided, whether verbally or in writing, by Spartan officer(s) or employee(s).
6.
Violence-Free Environment
. Spartan takes the safety of the Spartan Community very seriously. Violence and threats of
violence in a Spartan-controlled environment will not be tolerated. If you are subjected to violent behavior by a member of
the Spartan Community, are threatened with violence or know of threats or actual violence occurring on Spartan Property,
report such conduct to your direct Spartan point of contact or to the Spartan Legal Department (
legal@spartan.com
)
immediately. “Spartan Property” is defined as all Spartan-leased buildings, event venues for all Spartan-operated events,
and surrounding areas such as sidewalks, walkways, driveways and parking lots under Spartan’s ownership or control.
This also applies to all Spartan-owned or leased vehicles and all vehicles on Spartan Property. Spartan will make every
effort to determine the safest way to handle the situation and to minimize the risk to all Spartan Team Members.
To ensure that Spartan maintains a safe and violence-free environment for all members of the Spartan Community,
Spartan prohibits the possession or use of dangerous weapons on Spartan Property. “Dangerous weapons” include
firearms, explosives, knives and other weapons that might be considered dangerous or that could cause harm.
All
members of the Spartan Community on Spartan Property are subject to this provision, including contractors,
visitors and customers.
A license to carry the weapon on Spartan Property does not supersede this Spartan
policy.
Spartan reserves the right at any time and at its discretion to search all Spartan-owned or leased vehicles and all
vehicles, plus packages, containers, briefcases, purses, lockers, desks, enclosures and persons entering its property, for
the purpose of determining whether any weapon is being, or has been, brought onto Spartan Property in violation of this
policy. The contract of any member of the Spartan Community who fails or refuses to promptly permit a search under this
policy will be subject to immediate termination, and such Spartan Community member will promptly be removed from the
Spartan Property.
7.
Gifts
.
You promise that you and your representatives and agents acting on your behalf have not given or received (and
will not give or receive) any bribe, payoff, influence payment, kickback, unlawful material gift or other unlawful payment or
favor of any kind where this might appear to be directly or indirectly designed to improperly influence a) your duties and
obligations to Spartan or b) a Spartan Partner, or Spartan director, officer or employee.
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