Corporate Champion – Participation and License Agreement
Last Modified August 19, 2019
Wounded Warrior Project, Inc. (“WWP”) is a Virginia nonprofit corporation recognized as tax-exempt under IRC § 501(c)(3) whose mission is to honor and empower wounded warriors. WWP’s charitable purpose is to raise awareness and enlist the public’s aid for the needs of post-9/11 injured service members, to help severely injured servicemen and women aid and assist each other, and to provide unique, direct programs and services to meet their needs.
When you check the box “I agree to the terms and conditions listed above,” you are agreeing to be bound by the terms of this agreement.
2. Champion Levels. WWP offers five unique levels of participation, with each “Champion Level” offering different access to WWP assets. Each Champion Level requires a minimum donation amount, as follows:
Level 1: $2,500 - $9,999.99
Level 2: $10,000 - $19,999.99
Level 3: $20,000 - $34,999.99
Level 4: $35,000 - $49,999.99
Level 5: $50,000 or more
You can increase your Champion Level and access additional assets as your donations increase throughout the Participation Period (defined below). However, when you submit your application, you are committing to donate the Donation Amount indicated on the Registration Form and, when paying by credit card, authorizing WWP to initiate payment for the Donation Amount upon acceptance by WWP of your application.
WWP reserves the right to authorize your credit card in the amount of $.01 prior to acceptance of your application but will release the hold when either (i) the application is accepted, and the Donation Amount is charged; or (ii) the application is not accepted, and no amount will be charged. Payments by check should be made out to “Wounded Warrior Project” and mailed to Wounded Warrior Project, Inc., c/o Corporate Champion, 4899 Belfort Road, Suite 300, Jacksonville, Florida 32256.
3. Participation Period. Participation in the Platform is for one (1) year (“Participation Period”). Upon approval of your Registration Form, you will receive the start and end date for your Participation Period. At the end of the Participation Period, you and WWP may agree to renew your participation in the Platform under the same or new terms.
4. WWP License Grants. Upon acceptance of your application, WWP grants you a limited, revocable, non-exclusive, non-sublicensable, and non-transferable right to use WWP’s trade name, and certain trademarks and service marks (“WWP Marks”) in promotional materials and social media solely to promote your participation in the Platform. Additionally, based on your Champion Level, you will have access to WWP-created brochures, press releases, website banners, videos, graphic links, pictures, pamphlets, and other promotional materials (“WWP Materials”) during the Participation Period. Your Champion Level grants a limited, revocable, non-exclusive, non-sublicensable, and non-transferable right to display, copy, and otherwise use the WWP Materials solely to promote your participation in the Platform. WWP may alter, remove, replace, or terminate access to the WWP Materials at any time with or without notice to you. You may not alter, edit, modify, create derivative works, or otherwise use the WWP Marks or WWP Materials except as allowed under this agreement. WWP reserves the right to revoke the rights granted under this agreement at any time at its sole discretion.
Nothing in this agreement gives you any ownership or other rights to the WWP Marks and WWP Materials except as specifically provided in this agreement, and your use of the same inures to the sole benefit of WWP. Additionally, you agree not to use the WWP Marks or WWP Materials with any third- party trademarks, products, person, or endorsements that may damage the reputation, conflict with the charitable mission, or may damage the goodwill associated of WWP or the WWP Marks, unless specifically approved by WWP.
5. Recognition. By participating in the Platform, you grant WWP a limited, non-exclusive, non- revocable, non-transferable license to use your name, trade name, and trademark(s) on WWP’s website(s), social media account(s), and as otherwise appropriate for the purpose of acknowledging you as a participant in the Platform. Additionally, by participating in the Platform, you agree to allow WWP to link to your company website on WWP’s website(s) and/or social media account(s). Nothing in this paragraph creates an obligation for WWP to use your name, trade name, trademarks, or link to your website.
6. Customization. Certain WWP Materials may allow customization, such as adding your name, description, and/or logo in designated spaces. Other than as allowed in the WWP Materials, you may not alter, modify, edit, or create derivative works of any WWP Materials. Additionally, you are not permitted to use the WWP Marks for the creation of any customized marketing or promotional materials except as specifically allowed to promote your participation in the Platform.
7. Limitations on Participation. Your participation in the Platform cannot be based on cause- marketing promotions, co-branded materials, the sale of a specific product, portion of proceeds sales, or as otherwise limited by WWP in its sole discretion. WWP will not reach out to celebrity supports or other corporate sponsors on your behalf. Additionally, WWP will not accept applications from the following industries:
- Adult Content or Entertainment
- Alcoholic Beverages
- Gambling or Casinos
- Tobacco or e-Cigarette/Vapor
8. No Exclusivity. WWP will not grant you exclusivity for any industry. For example, there may be multiple restaurants using the Platform.
9. Indemnification. You agree to indemnify, defend, and hold WWP, its affiliates and their respective officers, directors, employees, and agents (“WWP Releasees”) harmless from and against any claims, damages, and liabilities (including reasonable attorneys’ fees) arising out of or related to (i) your
participation in the Platform; (ii) your use and/or misuse of the WWP Marks and WWP Materials; (iii) your breach of the agreement; (iv) your negligence or willful misconduct; (v) any unauthorized use or misuse of third-party intellectual property; (vi) the products or services that you offer.
10. Limitation of Liability. IN NO EVENT WILL WWP RELEASEES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, AND/OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT, REGARDLESS OF THE MANNER IN WHICH SUCH DAMAGES ARE INCURRED OR DESIGNATED, OR FOR ANY LOSS OF PROFITS, EVEN IF WWP RELEASEES WERE INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL WWP RELEASEES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY AMOUNT IN EXCESS OF THE DONATIONS RECEIVED BY WWP FROM YOU UNDER THIS AGREEMENT.
11. Term and Termination. The term of this agreement shall commence on the date you submit the Registration Form and shall terminate immediately upon the expiration of the Participation Period. WWP may terminate this agreement and/or your participation in the Platform at any time, for any reason in WWP’s sole discretion, by providing notice to you. You must stop using and dispose of or return to WWP all WWP Materials and other items containing the WWP Marks within five (5) calendar days after expiration or termination of this agreement.
12. Cancellation by You. You may cancel your application at any time prior to the Participation Period start date by submitting a request to firstname.lastname@example.org. Within fifteen (15) days of receiving your cancellation request, WWP will refund any donations received under the Platform through the date of cancellation. You may also terminate this agreement at any time after the Participation Period start date by providing WWP written notice. WWP will not refund any donations received under the Platform if the agreement is cancelled or terminated after the Participation Period start date, and you must stop using and dispose of or return to WWP all WWP Materials and other items containing the WWP Marks within five (5) calendar days your cancellation of the agreement.
13. Platform Account. Prior to your Participation Period start date, WWP will provide you with log-in credentials to the Platform’s online portal (“Platform Account”) where you will be able to access WWP Marks and WWP Materials specific to your Champion Level. Your access to the Platform Account will be disabled upon expiration or termination of this agreement. By accessing your Platform Account, you agree (i) to use the Platform Account as permitted by this agreement; (ii) not to access, interface, or attempt to access or interface with any WWP email accounts, software, services, websites, or other user accounts; (iii) not to engage in any activity that violates laws, or would in any way interfere with or disrupt WWP business, networks, or servers; and (iv) keep your Platform Account credentials confidential.
14. No Warranties. LICENSEE ACKNOWLEDGES AND AGREES THAT THE PLATFORM, WWP MARKS, WWP MATERIALS, PLATFORM ACCOUNT, AND ANY SERVICES PROVIDED VIA THE PLATFORM ARE PROVIDED ON AN “AS IS” BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LICENSEE ACKNOWLEDGES AND AGREES THAT WWP DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM OR ANYTHING PROVIDED AS PART OF THE PLATFORM WILL (i) MEET YOUR REQUIREMENTS, OR (ii) BE UNINTERRUPTED OR ERROR-FREE. WWP HEREBY DISCLAIMS ALL WARRANTIES NOT EXPRESSLY SET FORTH IN THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
15. Miscellaneous. Nothing in this Agreement authorizes you to (i) produce, market, distribute, or sell products featuring the WWP Marks or WWP Materials; (ii) develop, market, or conduct a commercial co- venture in association with WWP; or (iii) advertise that purchase or use of a product or service directly or indirectly benefits WWP. This agreement is binding upon both parties and neither party may assign or transfer the rights or obligations without the prior consent of the other party. All provisions that by their nature give rise to continuing obligations of the parties shall survive the expiration or termination of this agreement. Nothing in this agreement creates a joint venture, partnership, principal-agent, employer- employee, or similar relationship between you and WWP. This Agreement does not empower you to speak on behalf of WWP. Both parties shall comply with all applicable federal, state, and local laws and regulations, and all Better Business Bureau standards, including but not limited to those laws, regulations, and standards relating to games of chance, charitable solicitations and promotions, and tax obligations. This agreement represents the entire understanding of the parties and cannot be amended or modified, except in writing and signed by both parties hereto. The laws of the state of Florida shall govern this agreement, without regard to conflicts of law principles, and you agree that any disputes will be brought exclusively in the state or federal courts located in Jacksonville, Florida. You represent that you have authority to enter into this agreement and agree to be bound by the terms and conditions set forth.