WHEREAS, Company operates pickleball facilities and offers related services, programs, and merchandise, and seeks to promote its brand, community, and offerings; WHEREAS, Ambassador is a passionate pickleball player, an active member of the Stacks Pickleball community, and desires to represent and promote Company's brand and values; NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties agree as follows:
1. Purpose of Agreement
This Agreement sets forth the terms and conditions under which the Ambassador will serve as a representative of Stacks Pickleball within the Stacks Pickleball Ambassador Program ("Program"). The Ambassador's role is to promote Stacks Pickleball, its facilities, programs, and community, and to embody the Company's values both on and off the court.
2. Ambassador Program Handbook Incorporation
Ambassador acknowledges receipt of, has read, understood, and agrees to comply with the Stacks Pickleball Ambassador Program Handbook (Version 1.0, dated May 30, 2025, or as subsequently updated by the Company from time to time). The terms, guidelines, responsibilities, conduct expectations, and social media policies detailed within the Handbook are hereby incorporated by reference into this Agreement and form an integral part of the Ambassador's obligations hereunder.
3. Term and Renewal
3.1 Initial Trial Period: The Ambassador's participation in the Program shall commence on the Effective Date and shall continue for an initial trial period of three (3) months ("Trial Period"). During the Trial Period, the Ambassador's performance, engagement, and adherence to the Handbook and this Agreement will be evaluated by the Company.
3.2 Extension of Term: Upon successful completion of the Trial Period, as determined by the Company in its sole discretion, the Ambassador's term in the Program will automatically extend for an additional nine (9) months, resulting in a total initial term of one (1) year ("Term"), unless sooner terminated as provided herein.
3.3 Renewal: At the conclusion of the Term, the Agreement may be renewed for subsequent terms upon mutual written agreement between the Company and the Ambassador, based on the Ambassador's continued performance, engagement, and alignment with Program objectives.
4. Independent Contractor Relationship
Ambassador expressly acknowledges and agrees that their relationship with the Company under this Agreement is that of an independent contractor. Nothing in this Agreement shall be construed to create an employer-employee relationship, partnership, joint venture, or agency relationship between the Company and the Ambassador.
Ambassador is solely responsible for all taxes, including income, self-employment, and other taxes, arising from the benefits and compensation received under this Agreement. The Company will not withhold any taxes from Ambassador's benefits.
Ambassador is not entitled to any employee benefits, including but not limited to health insurance, paid time off, retirement plans, or worker's compensation.
Ambassador has no authority to bind the Company to any contracts or obligations without explicit prior written consent from an authorized representative of the Company.
5. Ambassador Responsibilities
Ambassador agrees to diligently perform the responsibilities outlined in the Stacks Pickleball Ambassador Program Handbook, including but not limited to:
Actively promoting Stacks Pickleball and its offerings.
Engaging positively with the Stacks Pickleball community.
Adhering to strict standards of on-court and off-court conduct, including respectful language and behavior.
(Optional) Creating and sharing content as specified in the Handbook.
Complying with all social media and content guidelines, including transparency requirements (e.g., #StacksAmbassador, #ad).
Participating in check-ins and providing feedback as requested.
Participate in the following: minimum of 6 Stacks Pickleball Social per year, two flagship tournaments per year, participant twice a year in a beginner clinic (assisting/leading a clinic will be dependent on skill level).
Wear and showcase Stacks Pickleball merchandise exclusively during all pickleball competitions, excluding paddles, shoes, and bags.
6. Benefits and Compensation
In consideration for the Ambassador's services and adherence to the terms of this Agreement, the Company shall provide the Ambassador with the following benefits as detailed in the Ambassador Program Handbook:
Complimentary "Unlimited" membership to Stacks Pickleball facility and "Stacks 24/7" access.
Four (4) complimentary entries into Stacks Pickleball Flagship tournaments per year (excluding MILP Formats).
One (1) entry into an outside tournament (value up to $125) per year, with prior approval required.
Access to discounted items at the Stacks Pickleball Pro Shop (two items per brand per quarter, discounts ranging from 30%-60%).
Exclusive Stacks Ambassador apparel.
Access to networking and growth opportunities.
Ambassador understands and agrees that these benefits constitute the sole compensation for services rendered under this Agreement. The Company reserves the right to modify the benefits provided under this Program upon reasonable notice prior to the Ambassador.
7. Intellectual Property and Content Rights
7.1 Ownership: Ambassador acknowledges that all content created by Ambassador specifically at the request of the Company for marketing campaigns, advertisements, or other specific promotional purposes ("Company-Requested Content") shall be the sole and exclusive property of Stacks Pickleball.
7.2 License Grant: For all other content created by Ambassador that is related to Stacks Pickleball (e.g., photos, videos, testimonials, social media posts referencing or tagging Stacks Pickleball, using official hashtags), Ambassador hereby grants to Stacks Pickleball a non-exclusive, royalty-free, worldwide, perpetual, irrevocable, sublicensable, and transferable license to use, reproduce, modify, publish, adapt, translate, create derivative works from, distribute, publicly perform, and publicly display such content in any form, media, or technology now known or hereafter developed, for marketing, promotional, and other business purposes, with appropriate attribution where feasible.
7.3 Representations: Ambassador represents and warrants that all content created or shared by them for the Program will be original, or Ambassador has obtained all necessary rights and permissions for its use, and that such content will not infringe upon the intellectual property rights, privacy rights, or any other rights of any third party.
8. Confidentiality
Ambassador agrees to keep confidential all non-public information concerning the Company's business, operations, trade secrets, marketing strategies, member data, and other proprietary information ("Confidential Information"). Ambassador shall not use or disclose any Confidential Information for any purpose other than fulfilling their responsibilities under this Agreement. This confidentiality obligation shall survive the termination of this Agreement.
9. Representations and Warranties of Ambassador
Ambassador represents and warrants that:
Ambassador has the full right, power, and authority to enter into this Agreement and to perform all obligations hereunder.
Ambassador will comply with all applicable laws and regulations, including, but not limited to, the Federal Trade Commission's (FTC) guidelines regarding endorsements and testimonials, requiring clear and conspicuous disclosure of their ambassador relationship with Stacks Pickleball in all relevant communications (e.g., use of #StacksAmbassador, #ad, #sponsored).
Ambassador's performance of duties under this Agreement will not infringe upon or violate the rights of any third party.
10. Termination
10.1 Termination by Company: The Company may terminate this Agreement and Ambassador's participation in the Program at any time, with or without cause, by providing written notice to the Ambassador. Grounds for termination with cause include, but are not limited to: Violation of any terms of this Agreement or the Stacks Pickleball Ambassador Program Handbook. Failure to meet performance expectations or engagement levels. Engaging in behavior that negatively impacts the Stacks Pickleball brand, reputation, or community. Misuse of ambassador benefits. * Any conduct deemed detrimental to the Company's interests.
10.2 Termination by Ambassador: Ambassador may terminate this Agreement at any time by providing thirty (30) days' written notice to the Company.
10.3 Effect of Termination: Upon termination of this Agreement for any reason: All benefits provided to the Ambassador shall immediately cease. Ambassador shall promptly return any Company property, including but not limited to branded apparel, badges, or equipment. Ambassador shall immediately cease holding themselves out as an ambassador for Stacks Pickleball. Sections related to Independent Contractor Status, Intellectual Property, Confidentiality, Indemnification, Governing Law, and Entire Agreement shall survive termination.
11. Indemnification
Ambassador agrees to indemnify, defend, and hold harmless Stacks Pickleball, its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, and reasonable attorneys' fees arising out of or in any way connected with: (a) Ambassador's breach of any term of this Agreement or the Handbook; (b) Ambassador's negligence or willful misconduct; (c) any third-party claim related to content created or shared by Ambassador that infringes upon intellectual property rights or privacy rights, or that is defamatory or unlawful; or (d) any tax liabilities or claims arising from the Ambassador's independent contractor status.
12. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Louisiana, without regard to its conflict of laws principles. Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Baton Rouge, Louisiana.
13. Entire Agreement
This Agreement, together with the Stacks Pickleball Ambassador Program Handbook (which is incorporated by reference), constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether oral or written.
14. Modification
No modification or amendment of this Agreement shall be effective unless it is in writing and signed by both parties. However, the Company reserves the right to update the Stacks Pickleball Ambassador Program Handbook from time to time, and such updates will become binding on the Ambassador upon reasonable notice.
15. Severability
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
