This Ambassador Agreement (“Agreement”) is between the undersigned (“I” or “Ambassador”) and Racertrips LLC (“Racertrips”) and is effective as of the date of execution hereof via electronic signature by Ambassador. By clicking on the “I Agree” checkbox below and by providing information, recommendations, images, photographs, videos, and/or other content in accordance with the Ambassadors Obligations, and in consideration for being identified as a Racertrips Ambassador and receiving a Racertrips hat or t-shirt, I hereby agree to the terms set forth in this Agreement.
1. Services. During the Term (as hereinafter defined) of this Agreement, Ambassador shall provide to Racertrips the social media and marketing services described in Section 2 (the "Services"). Ambassador shall provide the Services:
(a) in accordance with the terms and subject to the conditions set forth in this Agreement;
(b) in a timely and professional manner;
(c) in accordance with the highest professional industry standards for similar services;
(d) in accordance with all applicable laws, rules, and regulations; and
(e) to the reasonable satisfaction of Racertrips.
2. Ambassador Obligations. During the Term, Ambassador shall:
(a) Posting and Publication Requirements.
(i) Post and publish on the Racertrips website at least twelve reviews and/or recommendations of hotels, restaurants, or things to do.
(ii) Make only factual statements, including about Racertrips and its products or services.
(iii) Reflect only honest and truthful opinions and actual experiences.
(v) Immediately remove any content at Racertrips’ request, including without any limitation, any content that Racertrips determines may have a negative impact on its reputation or brand.
(vi) Not post or publish any content that promotes bigotry, racism, or discrimination based on race, gender, religion, nationality, disability, sexual orientation, or age.
(vii) Not post or publish any content containing profanity or nudity.
(viii) Not post or publish any third-party intellectual property including content, photographs, trademarks, logos, music, celebrity names, photos, images, voices, or other likenesses of an individual without the prior written consent of the owner.
(b) Approval of Posts and Publications. Make all changes, additions, or modifications to content immediately upon Racertrips’ request.
3. Racertrips Obligations. Racertrips shall respond promptly to any reasonable requests from Ambassador for instruction, information, or approvals required by Ambassador to provide the Services.
4. Right to Republish and Edit. Racertrips shall have the right to: (a) republish any content created or produced by Ambassador in performing the Services in any medium and for no additional compensation, other than as expressly set forth in this Agreement; and (b) edit, alter, translate or otherwise modify any such content in any way whatsoever, at Racertrips’ sole discretion.
5. Compensation. Racertrips shall provide Ambassador with a Racertrips hat or t-shirt and may also provide Ambassador with discounts or perks for third-party products or services from time to time. Ambassador acknowledges that the compensation described in this section represents the entire compensation payable to Ambassador pursuant to this Agreement, that such compensation constitutes good and valuable consideration for the performance by Ambassador of his or her obligations hereunder, and that Racertrips shall have no obligation to provide any compensation to Ambassador other than as provided herein.
6. Independent Contractor. Ambassador acknowledges that the Services which Ambassador will provide to Racertrips hereunder shall be in the capacity of an independent contractor and not as an employee or agent of Racertrips. Ambassador shall control the conditions, time, details and means by which Ambassador performs the Services. Ambassador further acknowledges that Racertrips has no obligation to use any content generated by Ambassador and the authorization granted by Ambassador hereunder. Ambassador has no authority to commit, act for or on behalf of Racertrips, or to bind Racertrips to any obligation or liability.
7. Right to Modify Agreement. Racertrips shall have the right to modify this Agreement at any time upon written notice to comply with applicable laws, rules, or regulations.
8. Term. The initial term of this Agreement shall commence on the date Ambassador accepts the Agreement (“Effective Date”) and shall continue for 12 months (“Initial Term”). Following the Initial Term, this Agreement shall be automatically renewed for successive 1 year additional ("Renewal Period"), unless Racertrips or Ambassador provides the other with 30 days written notice of its desire to terminate this Agreement. Racertrips may terminate this Agreement at any time upon written notice to Ambassador if Racertrips determines that Ambassador is not providing satisfactory services (including, but not limited to, due to customer complaints about Ambassador or reputational risks to Racertrips). Either Party may terminate this Agreement in the event of a material breach of this Agreement by the other Party, which breach is not cured within ten (10) days after the breaching Party’s receipt of written notice with respect to same from the non–breaching Party.
9. Work Product Ownership and Intellectual Property.
(a) Racertrips owns all worldwide right, title, and interest in and to all written, graphic, digital, coded, audio, and visual materials and any other work product or other materials (whether finished or unfinished and whether used or not by Racertrips) that are delivered to Racertrips under this Agreement or are prepared by or on behalf of Ambassador in the course of performing the Services, including all Intellectual Property Rights (as defined below) therein, together with all of the goodwill associated therewith (collectively, the "Work Product"). Work Product shall include, without limitation (whether finished or unfinished and whether used or not by Racertrips), all copy, posts, blogs, articles, documents, derivative works, videos, taglines, research, studies, reports, presentations and proposals, artwork, music, photographs, graphic materials, and audiovisual works. "Intellectual Property Rights" shall mean all copyrights, trademarks, service marks, trade dress, trade names, trade secrets, patents, and other intellectual property rights.
(b) Ambassador assigns to Racertrips all right, title, and interest in and to the worldwide copyrights in the Work Product. With respect to all other Intellectual Property Rights in the Work Product, Ambassador irrevocably assigns to Racertrips all worldwide right, title, and interest in and to all Intellectual Property Rights in such Work Product. Upon Racertrips’ request, Ambassador will promptly take such further actions, including execution and delivery of all appropriate instruments of conveyance, as may be necessary to assist Racertrips to prosecute, register, perfect, or record its rights in or to any Work Product and the associated Intellectual Property Rights.
10. Miscellaneous. This Agreement shall be governed by and construed in conformity with the laws of the State of Illinois without regard to any conflict of laws thereof. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement may be brought against any of the parties only in the federal or state courts located in Chicago, Illinois, and each of the parties agrees to the exclusive jurisdiction of such courts in any such action or proceeding and waives any objection to venue laid therein. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior written and oral agreements with respect to such subject matter. This Agreement may only be amended by an agreement in writing signed by each party hereto. No waiver of any provision hereof will be effective unless set forth in writing and signed by the waiving party. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement. In the event of litigation between the parties with respect to this Agreement or the subject matter hereof, the non–prevailing party shall pay the reasonable legal fees and expenses of the prevailing party, in addition to such other damages as may be awarded. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will be deemed to be one and the same agreement. Copies hereof that are executed by Ambassador via checking the “I Agree” box below and transmitted electronically shall be deemed originals and shall be binding for all purposes.