Lobster Sports Ambassador Program Terms & Conditions

LOBSTER SPORTS

AMBASSADOR PROGRAM AGREEMENT

Last Modified: June 25, 2025

Effective Date: June 25, 2025

1.  Overview.  

            1.1.  Introduction.  This Lobster Sports Ambassador Program Agreement (this “Agreement”) is an agreement between you (referred to in this Agreement as “you” or “your”) and TH Lobster Tennis, LLC (d/b/a Lobster Sports) (referred to in this Agreement as “Lobster Sports”, “Lobster”, “we”, “us”, or “our”). Lobster Sports owns and operates the website located at www.lobstersports.com (together with any subdomains of lobstersports.com, the “Lobster Website”) and operates the website located at https://lobster-sports.goaffpro.com (the “Ambassador Program Website”). Lobster Sports operates a program referred to as the Lobster Sports Ambassador Program (the “Lobster Sports Ambassador Program” or the “Ambassador Program”), through which approved applicants are permitted to market and promote the Lobster Products (as defined below) and earn commissions for certain sales of Eligible Products as described below. You agree to read this Agreement carefully.

            1.2.  Binding Contract.  This Agreement is a legally binding contract between you and Lobster Sports, and you acknowledge that this Agreement governs your Ambassador Program Application (as defined below) and your participation in the Lobster Sports Ambassador Program. In this Agreement, you and Lobster Sports are referred to individually as a “party” and collectively as the “parties”, and “Person” (or “person”) means any individual, business entity, governmental entity, legal entity, or any legal person. Only individuals who are at least eighteen (18) years old are eligible to participate in the Lobster Sports Ambassador Program.

            1.3.  Important Provisions.  This Agreement includes important provisions affecting your legal rights and obligations, including, for example, a disclaimer of warranties and limitation of liability by Lobster Sports (see Section 11), dispute resolution provisions that include a waiver of the right to a jury, a limitation of the period of time for bringing a claim against us, and an agreement that any court proceedings will take place only in the City of Charlottesville, Virginia or Albemarle County, Virginia (see Section 13), and an obligation for you to pay any expenses and liabilities (such as damages, costs, or legal claims) that the Lobster Sports Parties (as defined below) suffer as a result of your violation of any of the provisions of this Agreement (see Section 10). The previous examples are not comprehensive, and you are responsible for reading and agreeing to all of the provisions of this Agreement as a condition of your participation in the Lobster Sports Ambassador Program.

2.  Privacy Policy.  Our Privacy Policy, located at https://www.lobstersports.com/pages/terms-and-conditions?_pos=1&_sid=9e04aaa65&_ss=r (our “Privacy Policy”), explains how we collect and use your information and the choices you have related to your information. You agree to read our Privacy Policy. You acknowledge and agree that the provisions of our Privacy Policy are made a part of this Agreement and are binding upon you and Lobster Sports.

3.  Updates to this Agreement.  As technology changes and as the Ambassador Program grows and develops, we may modify this Agreement (and our Privacy Policy) from time to time. When we modify this Agreement, we will give you notice by posting the amended Agreement on the Ambassador Program Website and, if the changes meaningfully affect your rights or obligations, by e-mail to the e-mail address in your Account Information. The amended Agreement will include an effective date, and the amended Agreement will be effective on that date. However, any changes to the governing law or dispute resolution provisions set forth in Sections 12 and 13 will not apply to any disputes for which Lobster Sports and you have received actual notice on before such effective date. If you continue to participate in the Lobster Sports Ambassador Program after this Agreement is amended, you agree to be bound by the revised Agreement. If you do not agree with the updated Agreement, you agree that you will promptly (1) discontinue your participation in the Lobster Sports Ambassador Program, and (2) contact us at sales@lobstersports.com to request the termination of your participation in the Ambassador Program and the closure of your Ambassador Program Account.

4.  Definitions.  In addition to any terms defined elsewhere in this Agreement, as used in this Agreement:

            4.1.  “Affiliate” (collectively, “Affiliates”) means, with respect to a person, any other person directly or indirectly controlling, controlled by or under common control with the subject person. Notwithstanding the foregoing, neither party hereto will be deemed to be an Affiliate of the other party hereto.

            4.2.  “Ambassador” (collectively, “Ambassadors”) means a person who (a) has agreed to this Agreement, (b) who has submitted an Ambassador Program Application that has been accepted and approved by Lobster Sports, and (c) whose participation in the Ambassador Program has not been terminated.

            4.3.  “Authentication Credentials” means the usernames, e-mail addresses, passwords, API keys, multi-factor authentication tokens, security keys, and other credentials used to access an Ambassador Program Account, whether directly or through a Login Provider.

            4.4.  “Ambassador Link” (collectively, “Ambassador Links”) means any links to the Lobster Website that utilize the special “tagged” link format and the link code we assign to an Ambassador.

            4.5.  “Ambassador Marketing Content” means any text, images, photos, videos, audio recordings, live broadcasts or live streams, articles, links, social media posts, or other materials or content that you create, publish, or make available that include or contain any Lobster Materials, Lobster Sports Trademarks, or Your Ambassador Link.

            4.6.  “Ambassador Marketing Guidelines” means the Ambassador Marketing Guidelines located at the Digital Assets folder within the platform, as amended from time to time by Lobster Sports.

            4.7.  “Commission” means a fee, based on the applicable Commission Rate, earned by an Ambassador in consideration for the creation and publication of the Ambassador Marketing Content that results in Eligible Orders during the term of this Agreement.

            4.8.  “Commission Rate” means the then-current applicable commission rate listed on the Commission Schedule. Any commission rate listed on the Commission Schedule as a percentage means that the Commission will be equal to that rate multiplied by the applicable Purchase Price.

            4.9.  “Commissions Schedule” means the Ambassador Program Commissions Schedule located at https://lobster-sports.goaffpro.com/program-details/commissions, as amended from time to time by Lobster Sports.

            4.10.  “Earned Commission” means a Commission earned by an Ambassador for Eligible Orders placed during the term of this Agreement.

            4.11.  “Eligible Product” (collectively, “Eligible Products”) means a Lobster Products manufactured, distributed, and designated by us, from time to time, for inclusion in the Ambassador Program as listed on the Commissions Schedule.

            4.12.  “Eligible Order” (collectively, “Eligible Orders”) means an order for the purchase of an Eligible Product by an Unaffiliated Third Party that meets all of the following conditions: (a) the order is placed during the term of this Agreement and during your participation in the Ambassador Program (and excludes any order placed when your participation in the Ambassador Program or your Ambassador Program Account are suspended); (b) during a single browsing Session (as defined below), the buyer visited the Lobster Website using Your Ambassador Link and added the Eligible Product to the buyer’s shopping cart (without subsequently removing it), and the buyer subsequently placed an order for such Eligible Product within 30 days after adding it to the buyer’s shopping cart; (c) the browser, software, device, equipment, and Internet service provider used by the buyer do not alter, block, or remove Your Ambassador Link or any cookies, scripts, or components used by the Lobster Website to track use of Ambassador Links, manage the shopping cart, and process orders; (d) the order is completed, fulfilled, and not cancelled, terminated, returned, or refunded; and (e) the buyer’s payment for the order is successfully processed and is not denied, charged back, reversed, or refunded. Notwithstanding the foregoing, an order is not an Eligible Order if the buyer visited the Lobster Website using Your Ambassador Link where Your Ambassador Link (or any link that redirected to Your Ambassador Link) (i) was included in the search results presented by an Internet search engine, (ii) was included in the output of a generative artificial intelligence tool, or (iii) was included in any advertisements displayed or presented in connection with Keyword Advertising.

            4.13.  “Intellectual Property Rights” means intellectual property rights or other rights arising from or in respect of the following, whether protected, created or arising under the laws of the United States or any other jurisdiction: (a) fictional business names, trade names, company and corporate names, trademarks and service marks (whether registered or unregistered, including any applications for registration of any of the foregoing), logos, Internet domain names, and trade dress rights, together with the goodwill associated with any of the foregoing (collectively, “Trademarks”); (b) inventions, patent applications, and patents issued therefrom in the United States and in all other countries, including all continuations, divisionals, continuations-in-part, inventions registrations, re-examinations, registrations, renewals, utility models, reissues and the like corresponding thereto (collectively, “Patents”); (c) copyrights and registrations and applications therefor (collectively, “Copyrights”); (d) proprietary and confidential information which constitute trade secrets, such as proprietary and confidential know-how, inventions, discoveries, concepts, ideas, methods, processes, designs, formulae, technical data, drawings, specifications, and data bases in each case excluding any of the foregoing to the extent the rights therein comprise or are protected by Copyrights or Patents (collectively, “Trade Secrets”); (e) publicity rights, including without limitation the right to use a person’s name, image, photo, portrait, voice, sound-alike, likeness, and persona for advertising, marketing, promotional, trade, business, and commercial purposes (collectively, “Publicity Rights”); and (f) moral rights and privacy rights.

            4.14.  “Keyword Advertising” means a form of online advertising in which specific words or phrases (“keywords”) are selected by an advertiser to trigger the display of advertisements when such keywords are entered as search queries on search engines or other digital platforms. Keyword Advertising includes, without limitation, the purchase or bidding on keywords through advertising networks such as Google Ads, Microsoft Advertising (formerly Bing Ads), or similar platforms, whereby advertisements are displayed in response to user search behavior or contextual relevance.

            4.15.  “Lobster Marketing Materials” means the Lobster Sports Trademarks and the written descriptions and instructions relating to, and images, photos, and videos of, the Lobster Products that are publicly displayed on the Lobster Website or made available to you by Lobster Sports through your participation in the Ambassador Program.

            4.16.  “Lobster Materials” means all data, text, images, photos, graphics, logos, designs, videos, audio recordings, content, materials, and intellectual property owned by Lobster Sports, including the Lobster Marketing Materials.

            4.17.  “Login Provider” (collectively, “Login Providers”) means a service provided by a third party that provides user authentication and identity verification services, allowing you to create or access your Ambassador Program Account using Authentication Credentials associated with such service.

            4.18.  “Lobster Products” means any products manufactured or sold by Lobster Sports.

            4.19.  “Lobster Sports IP” means (a) the Lobster Sports Trademarks, (b) the Lobster Sports Materials, (c) the Lobster Marketing Materials, and (d) all derivatives of the foregoing.

            4.20.  “Purchase Price” means the price actually paid by a customer for an Eligible Product pursuant to an Eligible Order after the application of any discounts or coupons, excluding taxes and shipping charges.

            4.21.  “Representatives” means, with respect to a person, the employees, officers, directors, managers, shareholders, members, attorneys, financial advisors, consultants, contractors, and agents of such person. Neither party hereto (nor any of such party’s Affiliates) will be deemed to be a Representative of the other party hereto (or of the other party’s Affiliates).

            4.22.  “Session” means a browsing session that begins when a customer visits the Lobster Website using Your Ambassador Link and that ends upon the first to occur of the following: (a) 24 hours elapse from the time when the customer used Your Ambassador Link to visit the Lobster Website, (b) the customer places an order for a Lobster Sports Product, (c) the customer visits the Lobster Website using the Ambassador Link of another Ambassador, or (d) the customer closes their browser or browser tab or deletes the cookies placed on their device by the Lobster Website.

            4.23.  “Social Media Platforms” means any online or digital platform, website, application, or service that enables users to create, share, view, or interact with content, including but not limited to text, images, audio, video, or other multimedia, and to engage in social networking, communication, or community-based interaction. Social Media Platforms include, but are not limited to, Facebook, Instagram, X (previously known as Twitter), LinkedIn, TikTok, YouTube, Twitch, Vimeo, Snapchat, Pinterest, Reddit, Threads, Mastodon, Bluesky, and any other similar or successor platforms, whether now existing or developed in the future.

            4.24.  “Unaffiliated Third Party” (collectively, “Unaffiliated Third Parties”) means a person or entity that is not (a) Lobster Sports or an Affiliate of Lobster Sports, (b) you or any of your Affiliates, or (c) a Representative of any of the foregoing.

            4.25.  “Your Ambassador Link” (collectively, “Your Ambassador Links”) means an Ambassador Link that uses the link code we assign to you.

            4.26.  “Your Social Media Accounts” means your accounts and pages on Social Media Platforms identified in your Ambassador Program Application, in your Account Information, or otherwise owned or controlled by you, and also includes all content that you upload, post, share, re-share, or promote on Social Media Platforms.

            4.27.  “Your Websites” means the websites identified in your Ambassador Program Application, in your Account Information, or otherwise owned or controlled by you or on which you post, share, host, or display Your Ambassador Link or any of your Ambassador Marketing Content.

5.  Ambassador Program Overview.  

            5.1.  Ambassador Program Description.  Pursuant to the terms of this Agreement, the Lobster Sports Ambassador Program allows Ambassadors to create content relating to the Lobster Products using the Lobster Marketing Materials to market and promote the Lobster Products, and to earn Commissions on Eligible Orders made using Ambassador Links.

            5.2.  Application and Registration.  In order to participate in the Lobster Sports Ambassador Program, you must submit an application (a “Ambassador Program Application”) and create an account (an “Ambassador Program Account”). The application process requires you to complete the Ambassador Program Application on the Ambassador Program Website and create a password or use a Login Provider for authentication and identity verification. We may permit or require you to provide additional information in order to participate in the Ambassador Program or to evaluate your Ambassador Program Application. We will notify you by e-mail if your Ambassador Program Application is accepted and approved. Unless and until we give such notice, (a) you will not have permission to participate in the Ambassador Program, (b) you will not be eligible to earn any Commissions, and (c) you will not have any right or license to use any of the Lobster Materials.

            5.3.  Application Information.  As used in this Agreement, “Account Information” means all information associated with your Ambassador Program Account and your participation in the Ambassador Program other than your Ambassador Marketing Content. You agree to update your Account Information, as necessary, to ensure that it remains current, accurate, and complete. You authorize us to verify your Account Information at any time. If any of your Account Information is untrue, inaccurate, incomplete, or not current, we retain the right, in our sole discretion, to suspend or terminate your Ambassador Program Account and/or your participation in the Ambassador Program. We reserve the right, in our sole discretion, to deny any Ambassador Program Application or request to participate in the Ambassador Program.

            5.4.  GoAffPro Platform.  The Ambassador Program currently uses the affiliate marketing platform provided by GoAffPro (the “GoAffPro Platform”) through the GoAffPro website located at https://goaffpro.com/. You acknowledge and agree that we may share your Account Information with GoAffPro and may store your Account Information in the GoAffPro Platform. GoAffPro’s use of your Account Information is subject to the GoAffPro Privacy Notice located at https://goaffpro.com/privacy. You acknowledge and agree that we are not responsible or liable for any use of your Account Information by GoAffPro.

            5.5.  Login Providers.  We may give you the ability to configure your Ambassador Program Account to enable authentication to your Ambassador Program Account using one or more Login Providers. We reserve the right to add, change, suspend, or discontinue the availability of any Login Provider at any time without prior notice. You acknowledge and agree that we are not responsible for the security, privacy, or availability of any Login Provider and that you are solely responsible for maintaining the security of the accounts and Authentication Credentials for any Login Provider associated with your Ambassador Program Account. Depending on the Login Provider used, the Login Provider may share with us certain information about you or the associated account with the Login Provider, in which case such information shared with us will be part of your Account Information.

            5.6.  Account Responsibility.  You are responsible for maintaining the confidentiality of the Authentication Credentials used to access your Ambassador Program Account, whether directly or through a Login Provider. You acknowledge and agree that you are responsible for any activities that occur through your Ambassador Program Account, whether or not authorized by you. You agree to immediately notify us of any security breach associated with the Authentication Credentials for your Ambassador Program Account and of any unauthorized use of your Ambassador Program Account. We will not be liable for your losses caused by any unauthorized use of your Ambassador Program Account, and you acknowledge and agree that you may be liable for the losses of the Lobster Sports Parties or others due to such unauthorized use.

6.  Participation in the Ambassador Program.  

            6.1.  Permission to Participate.  Subject to our acceptance and approval of your Ambassador Program Application and your compliance with this Agreement, we grant you permission to participate in the Lobster Sports Ambassador Program. If you violate this Agreement, your permission to participate in the Ambassador Program and the Ambassador Program License will automatically terminate, and you will not be entitled to any Commissions thereafter (except for Earned Commissions for Eligible Orders placed before such termination). Your permission to participate in the Ambassador Program is personal, non-exclusive, non-assignable, non-sublicensable, and may be limited or revoked by us at any time.

            6.2.  Ambassador Program License.  Subject to our acceptance and approval of your Ambassador Program Application and your compliance with this Agreement, we grant you a limited, personal, revocable, non-transferable, non-sublicensable license (the “Ambassador Program License”) during the term of this Agreement to use, copy, display, and perform the Lobster Marketing Materials in accordance with the Ambassador Marketing Guidelines to create your Ambassador Marketing Content for the purpose of marketing and promoting the Lobster Products. You expressly agree that you will only use the Lobster Marketing Materials in accordance with the Ambassador Marketing Guidelines. The Ambassador Program License will automatically terminate upon the termination of this Agreement or the termination of your participation in the Ambassador Program.

            6.3.  Creation of Ambassador Marketing Content.  You agree that, during your participation in the Ambassador Program, you will regularly and actively promote and market the Lobster Products by using Your Ambassador Link and by creating and sharing Ambassador Marketing Content. Upon our request, you will provide us with copies (in such form as we may reasonably specify) of any Ambassador Marketing Content that you create. We have no obligation to review your Ambassador Marketing Content, and our receipt of copies of your Ambassador Marketing Content does not imply our approval of it. If we determine, in our sole discretion, that your Ambassador Marketing Content does not comply with the Ambassador Marketing Guidelines, you agree that you will promptly remove, take down, delete, stop sharing, or modify the Ambassador Marketing Content as directed by us.

            6.4.  Use of Ambassador Marketing Content.  You retain any ownership rights you have in your Ambassador Marketing Content (excluding any Lobster Sports Trademarks or other Lobster Materials that may be included in your Ambassador Marketing Content). As a condition of your participation in the Ambassador Program, you grant the Lobster Sports Parties a worldwide, perpetual, irrevocable, royalty-free, non-exclusive, fully sublicensable, and transferable license to use, copy, modify, adapt, creative derivative works of, store, host, publish, distribute, and transmit your Ambassador Marketing Content for advertising, marketing, promotional, trade, business, and commercial purposes. You represent and warrant to the Lobster Sports Parties: (a) that you have the right (and have obtained any and all necessary permissions, consents, and authorizations) to grant us the foregoing license and to grant all other rights and licenses granted in this Agreement, and (b) that the use of your Ambassador Marketing Content and the exercise of the foregoing license by the Lobster Sports Parties (and their sublicensees) will not infringe the Intellectual Property Rights, privacy rights, or other rights of any person. You hereby grant the Lobster Sports Parties the perpetual, irrevocable, right and permission, throughout the world, to use your name, image, photo, portrait, voice, sound-alike, likeness, and persona (the “Publicity Rights”) in connection with the use of your Ambassador Marketing Content for advertising, marketing, promotional, trade, business, and commercial purposes. You acknowledge that you will not be entitled to any payment for the use of the Publicity Rights, and you waive any right you may have to inspect or approve any use of the Publicity Rights or any moral rights or rights of attribution relating to the Publicity Rights.

7.  Commissions.  

            7.1.  Payment of Commissions.  Subject to our acceptance and approval of your Ambassador Program Application and your compliance with this Agreement, we will pay you Earned Commissions for Eligible Orders placed during your participation in the Ambassador Program. Earned Commissions will be paid through the GoAffPro Platform, through other payment methods determined by us, or by paper checks mailed to your address in your Account Information. An Earned Commission becomes eligible for payment thirty (30) days after the expiration of the return or refund period for the applicable Eligible Order. On a monthly basis, we will pay you all Earned Commissions that are eligible for payment minus any refunded or otherwise not Eligible Product(s) or Eligible Order(s).

            7.2.  Taxes.  You acknowledge and agree that you will be solely responsible for filing all tax returns, tax declarations and tax schedules, and for the payment of all the taxes required, when due, with respect to any and all Commissions earned by you under this Agreement. You will pay all local, state and federal taxes incurred by you while performing the services under this Agreement, including all applicable income taxes and self-employment taxes. Upon request, you will provide us with proof that such payments have been made. We will not withhold any employment taxes from the Commissions we pay you.

            7.3.  Compliance Information.  We will report the amount we pay you on IRS Forms 1099 to the extent required to do so under applicable Internal Revenue Code provisions and state or local law. If requested by us, you will promptly provide us with your Social Security Number, a completed IRS Form W-9 or, if applicable, the appropriate IRS Form W-8 Series, or such other information or documentation as we may require in order to comply with applicable laws and regulations (collectively, “Compliance Information”), and our obligation to pay you any Earned Commissions will be subject to your provision of such information and documentation. If you fail to provide any such Compliance Information within thirty (30) days of our request, we may terminate this Agreement and we will have no obligation to pay you any Earned Commissions and your right to receive any Earned Commissions will be deemed forfeited.

8.  Ambassador Obligations.  

            8.1.  Promoting a Positive Image of Lobster Sports .  You will promote a positive image of Lobster Sports and the Lobster Sports Products and will not, at any time, disparage Lobster Sports or take any actions that would bring Lobster Sports or the Lobster Sports Products into disrepute. You will only create Ambassador Marketing Content that complies with the Ambassador Marketing Guidelines.

            8.2.  Compliance with Advertising Laws.  You will comply with all applicable laws, rules, regulations, and guidelines relating to advertising and marketing practices, including but not limited to the Federal Trade Commission’s (“FTC”) Guides Concerning the Use of Endorsements and Testimonials in Advertising (16 CFR Part 255), as may be amended from time to time. You will make all disclosures required by applicable laws, rules, regulations, and guidelines. You will comply with the FTC’s disclosure guidance described in the “Disclosures 101 for Social Media Influencers” guide at: https://www.ftc.gov/business-guidance/resources/disclosures-101-social-media-influencers and in the FTC’s “Endorsement Guides: What People Are Asking” at: https://www.ftc.gov/business-guidance/resources/ftcs-endorsement-guides-what-people-are-asking. You will comply with the CAN-SPAM Act and the Telephone Consumer Protection Act (TCPA) and will not send any unsolicited e-mails, phone calls, or text messages containing any of the Lobster Sports Trademarks or promoting any of the Lobster Sports Products.

            8.3.  Relationship Disclosure Requirement.  

                        8.3.1.  You must clearly and conspicuously disclose your participation in the Lobster Sports Ambassador Program (the “Relationship Disclosure”) on all of your Ambassador Marketing Content, including on each webpage, social media post, video, and podcast episode (or other audio recording). Each Relationship Disclosure must be prominently displayed or played at the top or beginning of the Ambassador Marketing Content or immediately preceding the portion of the Ambassador Marketing Content where Lobster Sports or the Lobster Sports Products are discussed or where Your Ambassador Links are included.

                        8.3.2.  The Relationship Disclosure must appear in the same format as the Ambassador Marketing Content, meaning that visual content (such as social media posts and webpages) must include the Relationship Disclosure in visual format, audio content (such as a podcast episode) must include the Relationship Disclosure in audio format (i.e., spoken verbally), and videos (including videos on YouTube, Facebook, X (formerly, Twitter), Instagram, TikTok, Snapchat, and other platforms) must include the Relationship Disclosure in both visual and audio formats within the video itself (and not merely in the caption or description for the video).

                        8.3.3.  When posting on Instagram, a Relationship Disclosure in the caption must appear above the “more” button to ensure that it is visible to consumer, and when possible, the Relationship Disclosure should be superimposed over the picture.

                        8.3.4.  The following are examples of acceptable Relationship Disclosures (with the bracketed text replaced with the applicable information):

·       The words “[Ambassador Name is / I am] a participant in the Lobster Sports Ambassador Program, and I receive a commission for purchases made through the links on this [site/post/video].”

·       The words “[Ambassador Name gets / I get] commissions for purchases made through links in this post.”

·       The words “Paid partnership with Lobster Sports” appearing in visual form on images or within videos.

·       The words “Paid Link” appear immediately next to Ambassador Links.

            8.4.  General Prohibitions.  You represent and warrant to the Lobster Sports Parties that neither now, nor any time in the future, will any of Your Websites, Your Social Media Accounts, or your Ambassador Marketing Content:

                        8.4.1.  promote, endorse, encourage, or contain any content or behavior that is obscene, sexually explicit, defamatory, libelous, slanderous, fraudulent, threatening, harassing, abusive, embarrassing to others, hateful, or racially or ethnically offensive to any other person, or that is unlawful or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate, or that is disparaging of Lobster Sports or any Lobster Products;

                        8.4.2.  promote or contain any content that infringes, misappropriates, or violates any Intellectual Property Rights, privacy rights, publicity rights, or other rights of any person or entity;

                        8.4.3.  include any of the Lobster Sports Trademarks (or any confusingly similar Trademarks) as part of (a) an Internet domain name or subdomain name for Your Websites, (b) the username, page name, profile photo or image, group name, or other identifier for any of Your Social Media Accounts.

            8.5.  No Keyword Advertising.  You agree that you will not, at any time, participate or engage in any Keyword Advertising using any keywords that include, or are confusingly similar to, or are misspellings of, any of the Lobster Sports Trademarks.

9.  Intellectual Property Rights.  

            9.1.  Lobster Sports IP.  You acknowledge and agree that Lobster Sports owns all Intellectual Property Rights in and to the Lobster Sports IP. Except for the Ambassador Program License, nothing in this Agreement grants you any right, title, interest, or license in or to any of the Lobster Sports IP.

            9.2.  Our Trademarks.  The names Lobster®, Lobster Sports®, Built for Life®, play more. win more.®, Phenom®, and The Pickle®, and the graphics, icons, logos, service names, designs, and layouts associated with Lobster Sports and the Lobster Products are the trademarks, service marks, or trade dress (collectively, the “Lobster Sports Trademarks”) of Lobster Sports in the United States and/or other countries. You agree that you will not use any of the Lobster Sports Trademarks (including as part of other Trademarks, Internet domain names, or usernames or page names on any Social Media Platforms) in connection with any product or service in any manner that is likely to cause confusion or dilution of the Lobster Sports Trademarks. You further agree that you will not use any of the Lobster Sports Trademarks (or any confusingly similar Trademarks) in connection with any advertisement (including as keywords for any advertising campaign) except pursuant to the terms of the Ambassador Program License and the other terms of this Agreement.

            9.3.  Feedback.  We encourage you to send us messages, feedback, or data, including, for example, ideas, comments, suggestions, or questions about the Lobster Sports Ambassador Program, the Lobster Products, or any other product or service (collectively, “Feedback”). You agree not to send us any information or ideas that are sensitive or confidential, and you agree that any Feedback we receive from you will not be considered confidential. You grant us a worldwide, royalty-free, non-exclusive, transferable, sublicensable, perpetual, and irrevocable license to record, use, practice, make, have made, sell, import, copy, modify, adapt, create derivative works of, store, host, publish, publicly perform, publicly display, distribute, communicate, and transmit your Feedback in any and all media or distribution methods (now known or later developed), to exercise all Intellectual Property Rights in and to your Feedback. We will be entitled to use the Feedback for any commercial or other purpose whatsoever (including, for example, developing, improving, producing, providing, or marketing products and services) without compensation to you or any other person sending the Feedback, and we will not be under any obligation to tell you if and how we use the Feedback. The provisions of this Section 9.3 will continue to apply even if you stop participating in the Lobster Sports Ambassador Program and will survive the expiration, cancellation, or termination of this Agreement.

10.  Indemnification.  As used in this Agreement, “Lobster Sports Parties” means Lobster Sports, its Affiliates, and the Representatives of any of the foregoing. You agree to indemnify, defend, and hold harmless the Lobster Sports Parties from, against, and with respect to any and all liabilities, claims, losses, damages (including without limitation property damage and all incidental, consequential, punitive, special, and exemplary damages), injuries (including without limitation personal injury, sickness, and death), interest, fines, taxes, premiums, assessments, penalties, costs, and expenses (collectively, “Claims”), including without limitation any and all attorneys’ fees, paraprofessionals’ fees, and expenses incurred in the defense of Claims (whether or not a suit is instituted and, if so instituted, through all trial and appellate levels), arising out of or related to: (a) your use of any Lobster Sports Products; (b) the use of your Ambassador Program Account, whether by you or any other person; (c) your breach or violation of any provision of this Agreement; (d) our exercise of any rights or licenses granted by you to us (including the use of your Ambassador Marketing Content and Feedback); (e) any inaccuracy in or breach of any of the representations or warranties made by you; (f) your violation or alleged violation of any law, rule, regulation, or guidelines or your actual or alleged infringement of any third party right, including without limitation any Intellectual Property Rights, privacy rights, or publicity rights; (g) any claim that your Ambassador Marketing Content caused damage to a third party, (h) any claim that your Ambassador Marketing Content violates or infringes the Intellectual Property Rights, privacy rights, publicity rights, or other rights of any third party, or (i) your negligence, recklessness, intentional misconduct, or criminal acts. Lobster Sports will have the exclusive right: (1) to select legal counsel to defend Claims, (2) to direct the defense or settlement of Claims, (3) to make, accept, or reject any offers of settlement of Claims, (4) to enter into any settlement, and (5) to admit or deny fault or liability. Your obligations under this Section 10 will continue even if you stop participating in the Ambassador Program and will survive the deletion, closure, expiration, or termination of your Ambassador Program Account or this Agreement.

11.  Disclaimers and Limitation of Liability - PLEASE READ CAREFULLY:  This Section 11 limits the liability of the Lobster Sports Parties. The provisions of this Section apply to the maximum extent permitted under applicable law. Some jurisdictions do not permit the limitation of liability in contracts or the disclaimers of implied warranties, so some or all of the provisions of this Section 11 may not apply to you.

            11.1.  We will not be deemed in violation of this Agreement if we are delayed or prevented from performing any of our obligations under this Agreement by reason of any of the following (each, a “Force Majeure Event”): acts of God; fire, earthquake, tsunami, volcanic eruption, windstorm (including tornado or hurricane), solar flares, geomagnetic storms, or other natural disasters; epidemics, pandemics, or other outbreaks of disease; war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, or explosion; government order or law; actions, embargoes or blockades; action by any government authority; national, state, or local emergency; strikes, labor stoppages or slowdowns or other industrial disturbances; disruptions or shortages of adequate utility services or transportation facilities; Internet, telecommunications, or third party service provider slow-downs, disruptions, delays, defects, failures, or malfunctions; defects, failures, or malfunctions in any devices, equipment, software, or services owned or maintained by you, or by any third parties; any other events or circumstances which are not within our reasonable control. The provisions of this paragraph apply to any Force Majeure Event, whether in effect now or occurring at any time in the future, and regardless of whether such Force Majeure Event was known or was foreseeable.

            11.2.  YOUR USE OF THE LOBSTER MARKETING MATERIALS AND THE AMBASSADOR PROGRAM WEBSITE, AND YOUR PARTICIPATION IN THE AMBASSADOR PROGRAM IS AT YOUR OWN RISK AND ALL OF THE FOREGOING ARE PROVIDED “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE”, AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED.

            11.3.  THE LOBSTER SPORTS PARTIES HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND RELATING TO THE AMBASSADOR PROGRAM, THE AMBASSADOR PROGRAM WEBSITE, AND THE LOBSTER MARKETING MATERIALS, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. NONE OF THE LOBSTER SPORTS PARTIES MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, COMPLETENESS, APPROPRIATENESS, LEGALITY, SAFETY, OR AVAILABILITY OF THE AMBASSADOR PROGRAM, THE AMBASSADOR PROGRAM WEBSITE, AND THE LOBSTER MARKETING MATERIALS.

            11.4.  TO THE FULLEST EXTENT PERMITTED BY LAW, NONE OF THE LOBSTER SPORTS PARTIES WILL HAVE ANY LIABILITY FOR LOST PROFITS, LOST OPPORTUNITIES, REDUCTION IN PORTFOLIO VALUE, INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES SUFFERED BY YOU OR ANY OTHER PERSON ARISING OUT OF, RELATED TO, OR ASSOCIATED WITH THE AMBASSADOR PROGRAM, THE AMBASSADOR PROGRAM WEBSITE, OR THE LOBSTER MARKETING MATERIALS, REGARDLESS OF WHETHER OR NOT THE LOBSTER SPORTS PARTIES (OR ANY OTHER PERSONS) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

            11.5.  TO THE FULLEST EXTENT PERMITTED BY LAW, THE LIABILITY OF THE LOBSTER SPORTS PARTIES TO YOU OR ANY OTHER PERSON FOR ANY REASON AND UPON ANY CAUSE OF ACTION (WHETHER BASED IN TORT, CONTRACT, OR ON ANY LEGAL OR EQUITABLE GROUND OR THEORY OF RECOVERY) ARISING OUT OF OR RELATING TO THE AMBASSADOR PROGRAM WEBSITE, THE LOBSTER MARKETING MATERIALS, THE LOBSTER SPORTS PRODUCTS, OR YOUR PARTICIPATION IN THE AMBASSADOR PROGRAM WILL BE LIMITED TO THE LESSER OF YOUR ACTUAL DIRECT DAMAGES OR THE EARNED COMMISSIONS DUE AND PAYABLE TO YOU PURSUANT TO THIS AGREEMENT DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING SUCH LIABILITY. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, TORT, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, NON‑INFRINGEMENT, AND OTHER CAUSES OF ACTION OR ALLEGATIONS.

            11.6.  You and Lobster Sports acknowledge that the disclaimers and limitations of liability in this Section 11 represent the bargained for allocations of risk, and that the consideration received by Lobster Sports from you under this Agreement represents such allocations of risk. You acknowledge and agree: (a) that neither Lobster Sports nor any person or entity acting, or purporting to act, on behalf of Lobster Sports has made any representations to you other than those representations expressly made by Lobster Sports in this Agreement, and (b) that in connection with your acceptance of this Agreement, you have not relied upon any representations made by Lobster Sports or any person or entity acting, or purporting to act, on behalf of Lobster Sports other than those representations and warranties expressly made by Lobster Sports in this Agreement.

            11.7.  SOME JURISDICTIONS EITHER DO NOT ALLOW OR OTHERWISE LIMIT THE PERMISSIBLE SCOPE OF DISCLAIMERS AND LIMITATIONS SUCH AS THOSE APPEARING IN THIS SECTION 11. ACCORDINGLY, SOME OF THE LIMITATIONS AND DISCLAIMERS APPEARING IN THIS SECTION MAY NOT APPLY TO YOU. THE PROVISIONS OF THIS SECTION 11 WILL CONTINUE TO APPLY EVEN IF YOU STOP PARTICIPATING IN THE AMBASSADOR PROGRAM AND WILL SURVIVE THE DELETION, CLOSURE, EXPIRATION, OR TERMINATION OF YOUR AMBASSADOR PROGRAM ACCOUNT OR THIS AGREEMENT.

12.  Governing Law and Interpretation.  This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Virginia and the applicable federal laws of the United States, without regards to the conflicts of law provisions of any jurisdiction. Without limiting the foregoing provision, the parties agree that the Virginia Uniform Computer Information Transactions Act, Virginia Code §§ 59.1-501.1 et seq. (“UCITA”), is expressly excluded from this Agreement and that any and all terms contained in UCITA will have no force and effect on any portion of this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. If any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by Lobster Sports and you, and no presumptions or burden of proof will arise favoring or disfavoring Lobster Sports or you by virtue of authorship of any of the provisions of this Agreement. We retain all rights at law and in equity to enforce the provisions of this Agreement in accordance with applicable laws.

13.  Dispute Resolution – PLEASE READ CAREFULLY:  This Section 13 includes important provisions that affect your legal rights, including a waiver of the right to a jury, a limitation of the period of time for bringing a claim against us, a waiver of the right to participate in a class action or similar proceeding, and an agreement that any court proceedings will take place only in the City of Charlottesville, Virginia or Albemarle County, Virginia.

            13.1.  Injunctive Relief.  You acknowledge and agree that any violation of this Agreement may cause irreparable harm to the Lobster Sports Parties, for which monetary damages would not be an adequate remedy. Therefore, you agree that: (a) Lobster Sports will be entitled to immediate injunctive relief to enjoin any actual, suspected, threatened, or potential violation by you of this Agreement; (b) Lobster Sports will be entitled to such injunctive relief without any obligation (i) to post a bond or other security, or (ii) to prove actual damages or to prove that monetary damages will not provide an adequate remedy; and (c) you will not oppose or otherwise challenge the appropriateness of injunctive relief or the entry by a court of competent jurisdiction of an order granting injunctive relief.

            13.2.  Time Period for Bringing Claims.  YOU MUST COMMENCE OR FILE ANY CLAIM OR ACTION ARISING OUT OF OR RELATING TO (A) THIS AGREEMENT, (B) THE AMBASSADOR PROGRAM, THE LOBSTER MARKETING MATERIALS, THE LOBSTER SPORTS PRODUCTS, OR THE USE OF ANY OF THE FOREGOING BY YOU OR ANY OTHER PERSON, (C) THE PERFORMANCE OR NON-PERFORMANCE BY LOBSTER SPORTS OF ANY OF OBLIGATIONS UNDER THIS AGREEMENT, OR (D) ACTUAL OR ALLEGED INFRINGEMENT OR VIOLATION BY ANY OF THE LOBSTER SPORTS PARTIES OF ANY INTELLECTUAL PROPERTY RIGHTS, PRIVACY RIGHTS, PUBLICITY RIGHTS, OR OTHER RIGHTS WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CLAIM OR CAUSE OF ACTION IS PERMANENTLY BARRED. YOU EXPRESSLY WAIVE THE RIGHT TO COMMENCE OR FILE ANY SUCH CLAIM OR ACTION UNDER ANY LONGER STATUTE OF LIMITATIONS.

            13.3.  Service of Process.  To the fullest extent permitted by law, if your Account Information does not contain your current and accurate physical address (or if we are unable, after reasonable efforts, to effect service of process on you at such physical address), you hereby irrevocably agree to accept service of process by any means of communication associated with your Ambassador Program Account or through any contact information in your Account Information, including without limitation, service by U.S. mail, e-mail, SMS, push notifications, or alerts displayed or sent to you through the Ambassador Program Website, and you waive any objections to service of process by such methods.

            13.4.  Venue.  Any and all claims and disputes arising out of or relating to (a) this Agreement, (b) the Ambassador Program, the Lobster Marketing Materials, or the Lobster Sports Products, (c) the performance or non-performance by you or Lobster Sports of any of obligations under this Agreement, or (d) actual or alleged infringement or violation by you, any of the Lobster Sports Parties, or any of the Lobster Marketing Materials or your Ambassador Marketing Content, of any Intellectual Property Rights, privacy rights, publicity rights, or other rights will be commenced and maintained only in a state or federal court of competent subject matter jurisdiction situated or located in the City of Charlottesville, Virginia or Albemarle County, Virginia. YOU AND LOBSTER SPORTS BOTH CONSENT TO THE EXCLUSIVE PERSONAL JURISDICTION OF AND VENUE IN ANY SUCH COURT (AND IN ANY OF THE APPROPRIATE APPELLATE COURTS THEREFROM) AND IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION (INCLUDING WITHOUT LIMITATION ANY OBJECTION BASED ON INCONVENIENT FORUM) WHICH YOU OR LOBSTER SPORTS MAY NOW OR HEREAFTER HAVE TO VENUE IN ANY SUCH COURT.

            13.5.  Waiver of Jury Trial.  YOU AND LOBSTER SPORTS IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT YOU OR LOBSTER SPORTS MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO (A) THIS AGREEMENT, (B) THE AMBASSADOR PROGRAM, THE LOBSTER MARKETING MATERIALS, OR THE USE OF ANY OF THE FOREGOING BY YOU OR ANY OTHER PERSON, (C) THE PERFORMANCE OR NON-PERFORMANCE BY YOU OR LOBSTER SPORTS OF ANY OF OBLIGATIONS UNDER THIS AGREEMENT, OR (D) ACTUAL OR ALLEGED INFRINGEMENT OR VIOLATION BY YOU, ANY OF THE LOBSTER SPORTS PARTIES, OR ANY OF THE LOBSTER MARKETING MATERIALS OR YOUR AMBASSADOR MARKETING CONTENT OF ANY INTELLECTUAL PROPERTY RIGHTS, PRIVACY RIGHTS, PUBLICITY RIGHTS, OR OTHER RIGHTS. YOU CERTIFY AND ACKNOWLEDGE THAT: (1) NONE OF THE LOBSTER SPORTS PARTIES HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT LOBSTER SPORTS WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION; (2) YOU HAVE CAREFULLY CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (3) YOU ARE MAKING THIS WAIVER KNOWINGLY AND VOLUNTARILY; AND (4) YOU HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS IN THIS SECTION.

14.  Termination.  You acknowledge and agree that we may, at any time, without any liability to you, discontinue (and stop providing and supporting) the Lobster Sports Ambassador Program. We reserve the right, without any liability to you, to modify, suspend, disable, delete, close, or terminate your Ambassador Program Account or your Account Information (in whole or in part), to suspend or terminate your permission to access and use the Ambassador Program Website, and/or to suspend or terminate your permission to participate in the Ambassador Program, for violation of this Agreement or for any other reason. If you wish to end your relationship with us, you may request the termination of your participation and the closure of your Ambassador Program Account at any time by contacting us at sales@lobstersports.com. Upon the closure, deletion, or termination of your Ambassador Program Account or the termination of your participation in the Ambassador Program: (a) this Agreement and all rights and permission granted by Lobster Sports to you (including the Ambassador Program License and the right to earn Commissions) will automatically terminate, and (b) upon written notice from us, you will remove, take down, delete, or stop sharing, displaying, or making available any or all of your Ambassador Marketing Content as directed by us. Any termination, cancellation, or expiration of this Agreement notwithstanding (and notwithstanding the closure, deletion, or termination of your Ambassador Program Account or your stopping participating in the Ambassador Program), Sections 4, 5.4, 6.4, 7.2, 7.3, 8.1, 8.4, 8.5, 9, 10, 11, 12, 13, 14, and 15 and any other provisions which are by their terms intended to survive and continue will so survive and continue.

15.  Miscellaneous.  

            15.1.  Relationship Between You and Lobster Sports; No Third-Party Beneficiaries.  Nothing in this Agreement will be construed as creating any partnership, joint venture, franchise, employment relationship, or agency relationship in any way between you and any of the Lobster Sports Parties. You will not have apparent or actual authority to bind any of the Lobster Sports Parties to any debt, contract, or other arrangement. Nothing in this Agreement is intended, nor will be deemed, to confer any rights or remedies upon any person other than the Lobster Sports Parties and you.

            15.2.  Further Assurances.  You agree to execute, acknowledge, and deliver all such further documents, and take such further action, as may be reasonably required to carry out and consummate the transactions contemplated by this Agreement.

            15.3.  Non-Waiver; Severability.  The failure of you or Lobster Sports to exercise or enforce any right or provision of this Agreement will not operate as a waiver of your or our right to do so later. If any provision of this Agreement is finally determined to be void, unenforceable, invalid, or otherwise contrary to law or equity, you and Lobster Sports agree to reform (or as necessary, authorize the court to reform) this Agreement to the extent necessary to cure (or if necessary, delete) such provision, and that the remainder of this Agreement that can be given effect without the benefit of such provision will be given effect.

            15.4.  No Assignment.  This Agreement is personal to you. Neither this Agreement nor any of your rights or obligations may be sold, transferred, delegated, or assigned by you without our prior written consent, and any attempt to do so without such consent will be void, and no rights will devolve by operation of law or otherwise upon any assignee, receiver, liquidator, trustee, or other person. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties and their respective successors, assigns, and legal representatives.

            15.5.  Headings.  The descriptive headings in this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

            15.6.  Entire Agreement.  This Agreement contain the entire agreement and understanding between you and us with respect to the transactions contemplated hereby, and this Agreement supersedes and replaces any other prior or contemporaneous agreements, terms, or conditions applicable to the subject matter of this Agreement.

16.  Contacting Us.  If you have any questions about this Agreement (including our Privacy Policy) or the Lobster Sports Ambassador Program, you may contact us by email at sales@lobstersports.com.