Facility Participation Agreement

This Facility Participation Agreement is entered into by and between The Ninja Passport LLC (“TNP”), a Colorado limited liability company, and the Facility.  The purpose of this Agreement is to provide the terms and conditions governing the Facility’s participation in The Ninja Passport™ membership program (the “Program”).  By authorizing this Agreement, the Facility agrees to participate in the Program in accordance with the Terms and Conditions set forth below.

 

TERMS AND CONDITIONS

 

  1. The Program. The Program allows its members (“Members”) to receive free and discounted entry to open gyms and classes at participating “ninja warrior” style gym facilities nationwide, among other benefits.  Participating facilities receive broad exposure to new ninja athletes, retailers, events and families, as well as access to the Program’s online community.  Facilities do not pay any fee to participate in the Program (except to upgrade to a Premium Listing as described below), and are not entitled to any payment or other compensation in connection with participation in the Program (except for the free Program memberships provided to the Facility as described below).
  2. Term. By authorizing this Agreement, the Facility agrees to make the benefits described in this Agreement available to all Program Members for a minimum term of one year.  After one year, this Agreement will automatically renew for successive one-year terms unless cancelled by written notice from the Facility to TNP provided prior to the beginning of the next one-year term.
  3. Free Program Membership. During the term of this Agreement the Facility will receive two (2) free Program memberships for use by owners or affiliates of the Facility.  The Facility shall provide the names of the two individuals to receive such free Program memberships.  Once assigned, the free Program Memberships may not be shared, transferred or reassigned.
  4. Member Benefits. The Facility agrees to honor minimum benefits for each Program Member consisting of (a) one free entrance to any open gym session or class session; and (b) one half-price entrance to any open gym or class session.  The Facility may limit attendance at an open gym session or class session based on generally applied limits on the number of attendees, but may not impose “blackout dates” (i.e. dates on which Program benefits are not available) or limit the number of Program Members that may utilize Program benefits at any time.  The Facility may, in its discretion, offer additional benefits to Program Members provided that the Facility shall notify TNP in writing prior to offering such benefits and TNP shall have the right to publicize such additional benefits.
  5. Premium Listing. The Facility may elect to upgrade its participation in the Program by paying a fee to receive a Premium Listing. The benefits of a Premium Listing include a featured listing on the Program website with a more extensive written description and additional photos and videos, and features in TNP social media posts and email advertisements.  Please contact TNP to discuss the fee and process to upgrade to a Premium Listing.
  6. Advertising and Promotion. The Facility agrees to promote itself as a “The Ninja Passport™ Gym Destination” through signage at the Facility (to be provided by TNP at no cost to the Facility), through banners or other prominent placement on the Facility’s website, and through posts at least once per calendar quarter on the Facility’s social media accounts.  TNP shall promote the Facility’s participation in the Program through inclusion on TNP’s website and mentions on social media posts.
  7. Use of TNP Trademarks and Content. The Facility may use trademarks that identify TNP and the Program as provided by TNP, including “The Ninja Passport™” and TNP logos, and any other content provided by TNP (collectively, the “TNP Content”), solely to promote the Facility’s participation in the Program during the term of this Agreement.  The TNP Content shall remain owned in all cases by TNP and shall not be used to produce any merchandise or register any domain or company name (unless authorized in writing by TNP) or to imply any other relationship, sponsorship, or affiliation between TNP and the Facility, or for any other purpose not expressly permitted in this Agreement.  The Facility agrees to immediately cease all use of the TNP Content upon termination or expiration of this Agreement (except that previous posts on social media accounts need not be deleted).
  8. Use of Facility Trademarks and Content. TNP may use the Facility’s name and trademarks, as well as photos, videos, reviews, and other information and content referencing or portraying the Facility (collectively, the “Facility Content”), solely to promote TNP or the Program.  By way of illustration, TNP may use the Facility Content on the TNP website, on TNP’s social media accounts, and in other promotional materials related to the Program.  The Facility further grants a license for TNP to use, reproduce, display, and distribute any photos, videos, reviews, or other content posted by the Facility on the TNP website or TNP social media accounts.  TNP agrees to immediately cease all use of the Facility Content upon termination or expiration of this Agreement (except that previous posts on social media accounts need not be deleted).
  9. Indemnification. Each party hereby agrees to indemnify and hold harmless the other party from and against any third-party claims, damages, expenses, or other amounts arising from such party’s negligence, misconduct, or breaches of this Agreement.  The Facility further agrees to indemnify and hold harmless TNP from and against any claims, damages, expenses or other amounts arising from injuries or damage sustained by any Program Member while at or using the Facility.
  10. Disclaimer of Warranties. TNP makes no guarantees or warranties regarding the results of participation in the Program and hereby disclaims all express or implied warranties, including without limitation all warranties of merchantability or fitness for a particular purpose.
  11. Updates to this Agreement. This Agreement may be updated from time to time by TNP, and any such updates shall take effect upon provision of notice of such updates to the Facility.  The Facility shall be deemed to have consented to any such updates unless the Facility opts out of such update by written notice to TNP within thirty (30) days after receiving notice of such update, in which event the prior version of this Agreement shall continue to apply until the end of the then-current one-year term, and the then-current version of the Agreement shall take effect as of the following one-year term.
  12. Notices. Notices pursuant to this Agreement shall be sent via email to the Facility using the contact information provided to TNP, or to TNP at partners@theninjapassport.com (or such other email as may be provided in writing to the Facility).
  13. Governing Law; Dispute Resolution; Legal Fees. This Agreement shall be governed by Colorado law.  The parties agree to attempt to resolve any disputes that may arise under this Agreement informally in good faith, and in the event such disputes are not resolved, to participate in at least one full day of mediation of such disputes in front of a neutral mediator in Boulder or Denver, Colorado, with the cost of such mediation to be split equally by the parties.  In the event such informal dispute resolution fails, any legal action brought under or arising from this Agreement shall be brought only in the courts of Boulder or Denver, Colorado, and the parties hereby submit to the exclusive jurisdiction and venue in such courts.  The prevailing party in any such action shall be entitled to recover its legal costs and expenses in such action, including without limitation reasonable attorneys’ fees, from the non-prevailing party.

Miscellaneous.  This Agreement represents the entire agreement between the parties regarding the matters addressed herein, and there are no other written or verbal agreements between the parties regarding such matters.  Any provision of this Agreement that is not enforceable shall be deemed severed and the remainder of the Agreement shall remain in effect.