College Ambassador Terms and Conditions

1.        Instagram Branded Content Feature.  Ambassador will utilize the Branded Content feature, if applicable, within Instagram on all posts to allow Skyline access to turn the posts into advertisements via paid support.

2.        Exclusivity. During the Term, Ambassador agrees not to: (a) publish any video, text, materials or other content by or on behalf of any Competitor; or (b) endorse, market or otherwise promote any Competitor or Competitor products or services. For purposes of this Agreement, a “Competitor” is any person or entity other than Skyline that sells or offers similar products or services including, without limitation, Gold Star Chili. Ambassador shall not enter into any other arrangement that would interfere with the duties to be provided by Ambassador under this Agreement.

3.        Name and Likeness.

a.        You hereby grant Skyline a non-exclusive, irrevocable, worldwide, sub-licensable, royalty-free right, but not the obligation, to use and authorize others to use Ambassador’s name, identity, title, likeness, distinctive appearance, physical likeness, image, portrait, picture, photograph, screen persona, voice, vocal style, statements, gesture, mannerism, personality, performance characteristic, biographical data, signature, and any other indicia or imitation of identity or likeness (collectively, “Likeness”) during the Term and thereafter to the extent referenced or included in the Ambassador Content (as defined in Section 4(b) below). You understand and acknowledge that the foregoing provides and/or grants Skyline the right to use the Ambassador Content (and any included Likeness) in whole or in part in any media now existing or hereafter invented.

b.        Skyline further agrees that it shall not express or imply Ambassador’s endorsement, approval, preference, and/or personal use of any person, product, service, brand, company, and/or entity other than Skyline and its products.

4.        Intellectual Property.

a.        License to Skyline Materials.

                     i.            You agree and acknowledge that Skyline owns all right, title, and interest to all ideas, slogans, logos, graphics, trademarks, service marks, plans, advertising and promotional materials and any other materials provided to you by Skyline under this Agreement (collectively the “Skyline Materials”).

                   ii.            Skyline hereby grants Ambassador a non-exclusive, revocable, limited, world-wide, fully paid, royalty free, non-transferable, non-assignable, non-sublicensable license during the Term to use, display, and publish the Skyline Materials solely as contained in the Ambassador Content.  Except as required to perform your duties under this Agreement, you have no right or license to use any trademarks, service marks, trade names, logos, symbols or other brand names of Skyline or its affiliates.

b.        License to Ambassador Content.

                     i.            License. You hereby grant to Skyline, a non-exclusive, irrevocable, world-wide, perpetual, fully paid, royalty free, transferable license to use, copy, modify, distribute, display, publish, exploit and otherwise use any and all content or materials created by you and included in a post related to Skyline or the brand during the Term of this Agreement (collectively, the “Ambassador Content”), including any portion of the same, alone or in combination with any other content, without any attribution, reports, royalties, fees or any other payments or accounting to you.  Notwithstanding the foregoing, Skyline understands and agrees that you will own any copyrights in or to any of the Ambassador Content, excluding the Skyline Materials contained therein, in accordance with applicable law.

                   ii.            Waiver.  If you have any rights to any of the Ambassador Content that cannot be licensed to Skyline, you unconditionally and irrevocably waive the enforcement of such rights, and all claims and causes of action of any kind against Skyline and any of its assignees and licensees with respect to such rights, and agree, at Skyline’s request and expense, to consent to and join in any action to enforce such rights.  This waiver does not interfere with or limit your ownership of all copyrights in and to the Ambassador Content as noted above.

                  iii.            Assistance.  You will assist and cooperate with Skyline, both during and after the Term of this Agreement, in the operation, exercise, procurement and/or maintenance of Skyline’s rights in the Ambassador Content and to execute, when requested, and without any additional charge to Skyline, any other documents deemed necessary by Skyline to assist Skyline’s exercise of its license rights and otherwise carry out the purpose of this Agreement.

                  iv.            Execution of Documents.  In the event Skyline is unable for any reason, after reasonable effort, to secure your signature on any document needed in connection with the actions specified above, you hereby irrevocably designate and appoint Skyline and its duly authorized officers or agents as your agent and attorney in fact, which appointment is coupled with an interest, to act for and in your behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of the applicable provisions with the same legal force and effect as if executed by you.

5.        Representations and Warranties.  You represent and warrant that:

a.        You are at least 18 years or older.

b.        You have the full right, power and authority to enter into this Agreement, grant the rights granted herein, and fully perform your obligations hereunder without violating the rights of any third party.

c.        The Ambassador Content: (i) is or will be your original creation; (ii) has not copied, in whole or in part, any other work; (iii) does not and will not violate or infringe any copyright, trademark, patent, trade secret, privacy or publicity right, or other proprietary or intellectual property right of any person or entity; (iv) is not defamatory, libelous, obscene, or otherwise illegal; (v) is not subject to any third-party rights; and (vi) complies with all applicable law.

d.        You do not belong to and are not, and the Ambassador Content will not include anyone, affiliated with a professional acting, theater, or film-making organization, such as SAG or AFTRA or any other professional organizations connected with the entertainment industry that would cause Skyline to pay you or any other person a fee or any other benefit for the performance of your duties under this Agreement.

e.        In performing your duties under this Agreement, you will comply with all applicable law, including, without limitation, the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising (16 CFR Part 255), which includes, among other things, requirements with respect to proper disclosure of your role in providing, for compensation, promotional or advertising services for the benefit of Skyline. Without limiting the foregoing, all testimonials or other similar statements made by you in connection with this Agreement shall be truthful expressions of your personal experience and belief.

f.         You are familiar with and have a positive view of Skyline and its products, and that any statement you make or disseminate in any medium while providing Services will reflect your truthful positive views regarding Skyline and its product(s). You will promptly notify Skyline in writing if your views expressed in any Ambassador Content or regarding Skyline or its product(s) materially changes during the Term.

g.        During the Term and for ninety (90) days thereafter, you will not make any statement that disparages or reflects unfavorably on the Skyline or any of its products. Except as permitted or required in connection with the performance of your duties under this Agreement, you will not authorize or release advertising matter or publicity, or give interviews that reference the terms of this Agreement, without the prior written approval of Skyline.

6.        Confidential Information.  You shall not, during or after your association with Skyline, disclose or use any Confidential Information without first obtaining written authorization signed by Skyline. For purposes of this Agreement, “Confidential Information” means all information concerning Skyline including, without limitation, business plans, marketing plans, selling and marketing strategies, product development information, brand strategies, strategies for new products, financial information, pricing structures, business strategies, or research techniques which you may receive or have access to under this Agreement.

7.        Independent Contractor.  The relationship between you and Skyline is that of independent contractors.  Neither you nor Skyline shall be deemed to be the agent of the other party and neither is authorized to take any action binding upon the other party other than as may be set forth herein. You acknowledge you are not entitled to participate in any benefit plans of Skyline, even if it is later determined that your status was that of an employee of Skyline during the period of this engagement.  You expressly waive any claim for benefits coverage attributable to the performance of your duties under this Agreement. You are responsible for paying all taxes and filing all documents as may be required under applicable law.  You shall have no authority to bind or obligate Skyline or any of its affiliated companies in any way to any third party, nor shall you represent that you have such authority.

8.        Liability Release & Limitation Of Liability.

a.        You, on behalf of yourself and your personal representatives, relatives, heirs, assignees, successors, executors and administrators, hereby permanently, irrevocably and forever release and covenant not to sue Skyline and its affiliates and their respective members, subsidiaries, directors, officers, managers, employees, agents, representatives, successors, licensees and assigns (collectively, the “Released Parties“) from and against any and all actual and potential, known and unknown, suspected and unsuspected claims, demands, causes of action, liabilities and damages for personal injuries, death, damage or loss to personal property, or other harm or loss of any nature whatsoever sustained in connection with this Agreement, your duties hereunder and/or the exercise of the rights and licenses hereunder.

b.        UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE, SHALL SKYLINE OR ANY OF ITS AFFILIATES BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND.  IN NO EVENT SHALL SKYLINE’S OR ITS AFFILIATE’S LIABILITY TO YOU UNDER THIS AGREEMENT EXCEED $100, EVEN IF ANY REMEDY PROVIDED FOR IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.

9.        General Provisions.

a.        Governing Law.  This Agreement shall be governed by and construed in accordance with the internal laws of the State of Ohio (without regard to conflicts of law principles that would result in the application of the laws of any state other than the State of Ohio).  Each party hereto agrees that any legal action or proceeding relating to this Agreement shall be instituted in the state or federal courts located in Hamilton County, Ohio.  The parties agree to submit to the jurisdiction of, and agree that venue is proper in, these courts in any such legal action or proceeding and hereby waive any objection thereto based on lack of personal jurisdiction, forum non-conveniens or the like.

b.        Entire Agreement.  This Agreement and the other writings and agreements referred to herein or delivered in connection herewith contain the entire understanding of the parties hereto with respect to the subject matter  hereof and supersede any prior understandings or oral or written agreements between the parties.

c.        Amendment. This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms and conditions hereof may be waived, only by a written instrument signed by the parties hereto.

d.        Severability and Reformation.  Should any provision of this Agreement, or the application thereof, to any extent, be held invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement, or alternative applications thereof, shall not be affected thereby and shall continue to be valid and enforceable to the fullest extent permitted by law or equity.  Further, should any provision of this Agreement be held invalid or unenforceable by reason of an excessive scope, restriction or obligation, such provision shall be deemed reformed to provide for such scope, restriction or obligation to the fullest extent deemed not to be invalid or unenforceable.

e.        Assignment.  This Agreement and the rights and obligations hereunder shall not be assignable or delegable by you without the prior written consent of Skyline in each instance.   Skyline may feely assign its rights and obligations under this Agreement.

f.         Binding Effect.  This Agreement will be binding upon, will inure to the benefit of, and will be enforceable by the parties hereto and their respective heirs, administrators, personal representatives, successors and assigns.

g.        Survival.  All rights, obligations and provisions of this Agreement that by their terms apply to time periods after the expiration or termination of this Agreement shall survive the expiration or termination of this Agreement, including without limitation, Sections 3, 4(b), 5, 6, 7, 8, and 9 of these Terms and Conditions.

h.        Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

i.         Electronic Signature.  This Agreement and any amendments may be executed by facsimile or other electronic transmission of such signature (e.g. PDF or other electronic image) or by electronic signature (e.g. DocuSign) and such execution shall have the full force and effect of an original hard copy signature, shall be effective to bind such party to this Agreement, shall be deemed “written” or “in writing,” and shall be treated as an original record established and maintained in the ordinary course of business for all purposes. A printed copy of such electronically transmitted or signed document, including this Agreement, if introduced as evidence in any judicial, arbitral, mediation or administrative proceeding, will be admissible as between the parties to the same extent and under the same conditions as other original business records created and maintained in documentary form. Neither party shall contest the admissibility of true and accurate copies of electronically transmitted or signed documents on the basis of such electronic transmission or signature.