Corporate Program Ambassador – Participation and Licensing Agreement

Last Modified August 28th, 2022

Back the Blue Rumble, Inc. (dba Back the Heroes Rumble) is an Ohio nonprofit corporation recognized as tax-exempt under IRC § 501(c)(3) whose mission is to support the families of fallen police, fire, military community both morally and financially as well as assist in unmet needs for law enforcement & firefighting agencies.

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.

1. Registration. By submitting the Registration Form, you are requesting to participate in BTBR’s Corporate Ambassador awareness and fundraising platform (“Platform”) and certifying that all information contained in the Registration Form is true and correct to the best of your knowledge. Submission of the BTBR is not responsible for any incorrect or incomplete information, for server or other connection errors, miscommunications, or technical errors of any kind, or for any delay such incorrect information or technical error may cause in the registration process. All your information will be held in accordance with BTHR’s privacy policy.

2. Ambassador costs are dependent on a monetary commitment/contribution at one of the listed levels to the cause. 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 BTBR to initiate payment for the Donation Amount upon acceptance by BTBR of your application or via check with written commitment taken as implied by submitting your registration.  A General Donation does not yield the same rights listed therein regarding clause of "Ambassador" but rather represents the amount your organization has chosen to donate to our mission.  Any agreements entered prior to said donation is the exclusive agreement between BTBR and the Company that enters into said agreement here.

BTBR reserves the right to authorize your credit card in the amount of your submitted level of ambassadorship/general donation as indicated on the form. Payments by check should be made out to “Back the Heroes Rumble” and mailed to Back the Heroes Rumble, c/o Program Ambassador, 530 Park Place, Cincinnati, Ohio 45244.

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 BTBR may agree to renew your participation in the Platform under the same or new terms.

4. BTBR License Grants. Upon acceptance of your application, BTBR grants you a limited, revocable, non-exclusive, non-sublicensable, and non-transferable right to use BTBR’s trade name, and certain trademarks and service marks (“BTBR Marks”) in promotional materials and social media solely to promote your participation in the Platform. Your Ambassadorship Level grants a limited, revocable, non-exclusive, non-sublicensable, and non-transferable right to display, copy, and otherwise use the BTBR Materials solely to promote your participation in the Platform. BTBR may alter, remove, replace, or terminate access to the BTBR Materials at any time with or without notice to you. You may not alter, edit, modify, create derivative works, or otherwise use the BTBR Marks or BTBR Materials except as allowed under this agreement. BTBR 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 BTBR Marks and BTBR Materials except as specifically provided in this agreement, and your use of the same inures to the sole benefit of BTBR. Additionally, you agree not to use the BTBR Marks or BTBR 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 BTBR or the BTBR Marks, unless specifically approved by BTBR.

5. Recognition. By participating in the Platform, you grant BTBR a limited, non-exclusive, non- revocable, non-transferable license to use your name, trade name, and trademark(s) on BTBR’s website(s), social media account(s), and as otherwise appropriate for the purpose of acknowledging you as a participant in the registration platform. Additionally, by participating in the Platform, you agree to allow BTBR to link to your company website on BTBR’s website(s) and/or social media account(s). Nothing in this paragraph creates an obligation for BTBR to use your name, trade name, trademarks, or link to your website. You also will receive recognition from participating news media and radio station transmissions as well as in parades we participate such as Memorial Day parade, Veteran’s Day Parade, other local parades/events, National Police Night Out events, etc.

6. Customization. Certain BTBR Materials may allow customization, such as adding your name, description, and/or logo in designated spaces. Other than as allowed in the BTBR Materials, you may not alter, modify, edit, or create derivative works of any BTBR Materials. Additionally, you are not permitted to use the BTBR 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 BTBR in its sole discretion. BTBR will not reach out to celebrity supports or other corporate sponsors on your behalf. Additionally, BTBR will not accept applications from the following industries:

Adult Content or Entertainment

Gambling or Casinos

Tobacco or e-Cigarette/Vapor

8. No Exclusivity. BTBR will not grant you exclusivity for any industry. For example, there may be multiple restaurants registering.

9. Indemnification. You agree to indemnify, defend, and hold BTBR, its affiliates and their respective officers, directors, employees, and agents (“BTBR Releasees”) harmless from and against any claims, damages, and liabilities (including reasonable attorneys’ fees) arising out of or related to (i) your

Use of registration platform; (ii) your use and/or misuse of the BTBR Marks and BTBR 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 BTBR 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 BTBR RELEASEES WERE INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL BTBR RELEASEES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY AMOUNT IN EXCESS OF THE DONATIONS RECEIVED BY BTBR 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. BTBR may terminate this agreement and/or your participation in the Platform at any time, for any reason in BTBR’s sole discretion, by providing notice to you. You must stop using and dispose of or return to BTBR all BTBR Materials and other items containing the BTBR Marks within five (5) calendar days after expiration or termination of this agreement.

12. Cancellation and/or Renewal by You. You may cancel your ambassadorship at any time prior to the Participation Period end date by submitting a request to backthebluerumble@gmail.com. If done so Prior to Ninety (90) days of your one-year ambassadorship ending, BTBR reserves the right to retain funds received from prior registration and will have HVMC and Fallen Hero Network or ‘FHN’ remove your business and likeness from the trucks where they are affixed. You may also terminate this agreement at any time after the Participation Period start date by providing BTBR written notice. Again, BTBR will not refund any donations received from registration if the agreement is cancelled or terminated after the Participation Period start date, and you must stop using and dispose of or return to BTBR all BTBR Materials and other items containing the BTBR Marks within five (5) calendar days your cancellation of the agreement. Any and all requests to renew your annual ambassadorship must be done no less than 90 days prior to the end of the one-year aforementioned agreement and it must be done so in writing.

13. No Warranties. LICENSEE ACKNOWLEDGES AND AGREES THAT THE PLATFORM, BTBR MARKS, BTBR 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 BTBR 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. BTBR 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 BTBR Marks or BTBR Materials; (ii) develop, market, or conduct a commercial co- venture in association with BTBR; or (iii) advertise that purchase or use of a product or service directly or indirectly benefits BTBR. 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 BTBR. This Agreement does not empower you to speak on behalf of BTBR. 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 Ohio 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 Cincinnati, Ohio. You represent that you have authority to enter into this agreement and agree to be bound by the terms and conditions set forth.