Graco Nation Ambassador Program
Terms and Conditions

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE SUBMITTING AN APPLICATION TO PARTICIPATE IN THE GRACO NATION AMBASSADOR PROGRAM. BY SUBMITTING AN APPLICATION, YOU SIGNIFY YOUR ACKNOWLEDGMENT OF AND ASSENT TO THE TERMS AND CONDITIONS SET FORTH BELOW. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, PLEASE DO NOT SUBMIT AN APPLICATION.

1. These GRACO NATION AMBASSADOR PROGRAM Terms and Conditions (the “Agreement”) govern your participation in the GRACO NATION AMBASSADOR PROGRAM (the “Program”) run by Graco Children’s Products Inc. (“Graco”). By submitting an application to become a member of the Program (“Application”) at www.graconation.com (the “Site”) you agree to accept unconditionally the terms and conditions of this Agreement.

2. By submitting an Application, you represent and warrant that: (a) the information it contains is true, accurate, complete, and current; (b) you are an individual 18 years of age or older; (c) you are a resident of the United States; and (d) if your Application includes any information regarding a website or blog owned or operated by you, (i) you do not on such website or blog sell products for infants or children; and (ii) a primary purpose of such website or blog is not, and will not be during the term of this Agreement, the sale of goods or services..

3. Graco may accept or deny your Application at its sole discretion. Graco has no obligation to accept your Application, or to review, use, or continue to use, in whole or in part, Your User Content (as defined below). For purposes of this Agreement, a Graco Ambassador shall be defined as a person who has submitted an Application and whose Application has been accepted and approved by Graco; provided, Graco reserves the right to terminate the Program, this Agreement, and your status as a Graco Ambassador, as set forth herein.

4. You acknowledge that Graco has not offered you, and you do not expect to receive, any compensation or anything of value from Graco for your participation in the Program or for Your User Content (as defined below).

5. You agree to comply with the Word of Mouth Marketing Association (WOMMA) Code of Ethics, available for review at Ethics Statement, as modified from time to time.

6. You grant Graco permission to link to any website or blog identified in your Application from the Site or from promotional email messages.

7. For purposes of this Agreement, User Content shall be defined as any information, data, text, software, sound recordings, music, graphics, photographs, video, messages, or other content or materials, including, without limitation, artwork, images, ideas, tips, recommendations, comments, stories, names, likenesses, biographical information, profiles, including any links to any of the foregoing, that is submitted to Graco by a Graco Ambassador or by a person submitting an Application, whether or not in conjunction with the Program.

8. You are solely responsible for User Content submitted by you (“Your User Content”). You represent and warrant that (a) you shall have good and legal title to and own all right, title, and interest to Your User Content, or have permission from the rightful owner, sufficient to grant all the license rights contained herein and that all “moral rights” in Your User Content have been waived; (b) you shall have obtained legally sufficient releases from each and every third-party appearing in Your User Content, including the parent or guardian of each and every minor depicted in Your User Content; (c) Your User Content shall not be defamatory or libelous, and shall not infringe or violate the patent, copyright, trademark, trade secret, or other intellectual property or proprietary right, including without limitation, the rights of publicity or privacy, of any third party; (d) the submission of Your User Content shall not violate any agreement with any third-party, including, but not limited to, any confidentiality or non-disclosure agreement; (e) the submission of your User Content shall not violate any applicable law, regulation, ordinance, judgment, permit, or other governmental rule or restriction; and (f) Your User Content shall not depict nudity or violence or be obscene, vulgar, sexually explicit, illegal, harmful, threatening, abusive, harassing, humiliating, objectionable, or otherwise improper. This Section shall survive termination of this Agreement.

9. You further agree you will not use the Site or your participation in the Program to: (a) conduct any illegal activity or further any illegal purpose; (b) solicit or attempt to solicit funds or advertise goods and services; (c) upload, transmit, or otherwise make available software viruses or other harmful code or components; (d) impersonate any person or entity; or (e) upload, transmit, or otherwise make available any solicitations, advertisements, or promotional materials, including without limitation, spam and chain letters. This Section shall survive termination of this Agreement.

10. You shall retain your ownership rights in Your User Content. Notwithstanding the foregoing, you hereby grant to Graco, its parent, subsidiaries, and affiliates, and each of their agents, representatives, licensees, successors, and assigns (collectively, the “Graco Licensees”), a perpetual, irrevocable, world-wide, royalty-free, transferable and sub-licensable, non-exclusive license to use, edit, store, display, exhibit, copy, reproduce, distribute, perform, adapt, translate and prepare derivative works based on Your User Content, in whole or in part, (whether or not Your User Content is used by Graco or the Graco Licensees) for any purpose whatsoever, commercial or otherwise, in connection with the Site, the Program and/or the business of the Graco Licensees, by any means and in any media whatsoever, now existing or hereafter devised, without notice to you and with or without attribution, including without limitation, the ability to use Your User Content to design, develop, manufacture, distribute, or market products or services. You also hereby grant each user of the Site a non-exclusive license to access, use, store, display, exhibit, copy, reproduce, distribute, perform and prepare derivative works based on Your User Content to the extent permitted by the Site’s functionality and any terms and conditions applicable to users of the Site. This Section shall survive termination of this Agreement.

11. Graco shall have no obligation to use, continue to use, link to, or post on the Site Your User Content. Graco at its sole discretion shall determine which User Content is used, in what manner, and for what duration. Graco may choose to use only a portion of Your User Content.

12. You are providing Your User Content to Graco on a NON-CONFIDENTIAL basis, and Graco will have no obligation to keep Your User Content secret or to refrain from using such information as authorized herein. This Section shall survive termination of this Agreement.

13. If your Application is approved, you may, but are not obligated to, identify yourself as a “Graco Ambassador” during the term of this Agreement. From time to time, Graco may, but is under no obligation to, make available to Graco Ambassadors, on the Site or through email communication or third-party websites, certain materials expressly intended for use and display on Graco Ambassador websites and blogs, such as “banners” or “buttons” which may contain links to one or more Graco sites, videos, and other material. Subject to revocation at any time and subject further to your agreement that upon such revocation, you will immediately terminate all use of such materials, if your Application is approved, Graco grants you (a) permission to display such materials on the website or blog, if any, identified in your Application; and (b) permission to link to the Site from the website or blog identified in your Application; provided, (i) you will not use the Graco name in a manner that suggests or indicates that Graco, Newell Rubbermaid, or any of their subsidiaries or affiliates endorse your opinions, products, or services, including without limitation, such website or blog; (ii) you will not portray or suggest that Graco products be used in a manner that is different from or inconsistent with their intended purpose; (iii) you will use Graco’s trademarks and copyrights without defacement or mutilation; and (iv) you will not contest or challenge, directly or indirectly or in any way impair Graco’s exclusive rights in and to it trademarks and copyrights. The rights granted to you under this Section 13 shall terminate immediately upon termination of this Agreement or the Program. Any use of Graco’s trademarks shall inure to the benefit of Graco alone.

14. You acknowledge that you are bound by all policies, procedures, legal notices, rules, and terms of service, as modified from time to time, (each a “Policy” and collectively the “Policies”) applicable to the Site and to any websites owned and operated by Graco, Newell Rubbermaid and their subsidiaries and affiliates, if you visit or use such websites, including without limitation, the Graco blog Rules of Engagement, the Graco Legal Notices, and the Graco Children’s Products Privacy Policy, as such Policies are revised from time to time. You further acknowledge that the Legal Notices applicable to this Site contain (a) a procedure for Copyright Infringement Claims pursuant to the Digital Millennium Copyright Act, and (b) a procedure for complaints from parents or legal guardians of minors whose pictures are included in Your User Content and that such procedures shall apply to the “takedown” of Your User Content. Notwithstanding the foregoing, if there is a conflict between this Agreement and the terms of any applicable Policy, this Agreement shall prevail with respect to your participation in the Program and Your User Content.

15. Graco reserves the right to terminate or suspend at any time for any reason, with or without notice, the Program or any part thereof. Graco reserves the right to terminate this Agreement at any time for any reason, with or without notice to you. Without limiting the foregoing, Graco may immediately terminate this Agreement if 1) at any time you fail to meet the eligibility criteria set forth in Section 2 of this Agreement; 2) you breach any term or condition of this Agreement; or 3) you violate or act inconsistently with spirit of the Program or this Agreement.

16. You agree to indemnify and hold harmless Graco, Newell Rubbermaid, their subsidiaries and affiliates, and each of their officers, directors, employees, agents, and representatives, from and against any and all claims, demands, damages, losses, liabilities, obligations, costs, or expenses, including without limitation attorneys’ fees and expenses, arising from or related to: (a) Your User Content, including without limitation, the actual or alleged infringement or violation of any third-party right, including, without limitation, libel, slander, defamation, commercial piracy, copyright, patent or trademark infringement, misappropriation of trade secret, violation of rights of publicity and/or invasion of privacy; (b) your breach or violation (actual or alleged) of any term of this Agreement; and (c) any third-party damage or injury actually or allegedly caused by you. This Section shall survive termination of this Agreement.

17. Graco makes no representations or warranties regarding the Site or the Program. In particular, Graco makes no representations that the Site or the Program will be free of errors, defects, viruses, or other harmful components. Graco shall not be responsible for any loss or damages that may result from the hacking or infiltration this Site or the computer systems used to operate this Site or the Program. YOU HAVE SOLE RESPONSIBILITY FOR ADEQUATE PROTECTION AND BACKUP OF DATA, INCLUDING RETAINING A COPY OF YOUR USER CONTENT, AND YOU AGREE TO HOLD GRACO HARMLESS FROM, AND COVENANT NOT TO SUE GRACO FOR, ANY CLAIMS BASED ON USE OF THE SITE, INCLUDING CLAIMS FOR LOSS OR DAMAGE TO THE COPY OR COPIES OF YOUR USER CONTENT SUBMITTED TO GRACO. GRACO MAKES NO REPRESENTATION OR WARRANTY THAT YOUR USER CONTENT WILL BE REPRODUCED IN AN ERROR-FREE MANNER, OR THAT DEFECTS IN THE SITE, OR IN YOUR USER CONTENT, WILL BE CORRECTED.

YOUR USE OF THE SITE AND YOUR PARTICIPATION IN THE PROGRAM IS AT YOUR SOLE RISK. TO THE EXTENT PERMITTED BY LAW, THE SITE AND THE PROGRAM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. GRACO DOES NOT MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY, NOR DOES IT IN ANY WAY GUARANTEE THE QUALITY, DATA, CONTENT, ARTISTIC WORTH, RESULTS, OR LEGALITY OF INFORMATION, CONTENT, GOODS OR SERVICES THAT ARE TRANSFERRED, RECEIVED, PURCHASED OR OTHERWISE MADE AVAILABLE OR OBTAINED BY WAY OF THE SITE OR THE PROGRAM. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. This Section shall survive termination of this Agreement.

18. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL GRACO BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR LOST PROFITS THAT RESULT FROM (A) YOUR PARTICIPATION, OR INABILITY TO PARTICIPATE, IN THE PROGRAM (INCLUDIING DENIAL OF YOUR APPLICATION OR TERMINATION OF THE PROGRAM OR THIS AGREEMENT); (B) USER CONTENT, INCLUDING YOUR USER CONTENT; (C) ERRORS, MISTAKES, OR INACCURACIES IN USER CONTENT, INCLUDING YOUR USER CONTENT; (D) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM USE OF THE SITE OR PARTICPATION IN THE PROGRAM; AND (E) ANY UNAUTHORIZED USE OF OR ACCESS TO THE SITE, OR THE HARDWARE AND SOFTWARE SYSTEMS USED TO OPERATE THE SITE AND THE PROGRAM, EVEN IF GRACO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL GRACO’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN TORT, CONTRACT OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, TO PARTICIPATE IN THE PROGRAM. This Section shall survive termination of this Agreement.

19. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois and the United States of America, without giving effect to any principles of conflicts of law. You irrevocably consent to the exclusive jurisdiction of the courts located in Illinois in connection with any action arising out of or related to this Agreement or its subject matter. You waive any objection based on lack of personal jurisdiction, place of residence, improper venue, or forum non conveniens in any such action. This Section shall survive termination of this Agreement.

20. This Agreement, and all rights and obligations hereunder, may not be assigned by you, but may be assigned by Graco with restriction of any kind.

21.The waiver or failure of any Party to exercise any right or enforce any provision in this Agreement shall not be deemed a waiver of any right or remedy under this Agreement.

 

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