Thank you for registering for this atlasGO challenge!

These Challenge Terms and Conditions (the “Conditions générales”) are made in connection with the campaign for which you are registering and apply solely to such campaign (the “Challenge”). These Terms are effective as of the date of acceptance of the Terms (the “Effective Date”) and are made by and between Atlas Unlimited Inc., a Delaware public benefit corporation (“Atlas”) and the individual, group of individuals, or legal entity specified on the registration form (the “Sponsor”) (each a “Party” and, collectively, the “Parties”). To the extent that the registration form you complete indicates that a team (i.e. a group of individuals or a legal entity) is being registered for the Challenge, you, the individual accepting these Terms, represent and warrant to Atlas that you have the authority to legally bind such group of individuals or legal entity.

1. Atlas’ Services. 

Atlas’ agrees to provide the following services (the “Services”):

• To provide access to its technology driven platform, which may include Atlas’ website, social media platforms, mobile application, communications with users, and others (the “Platform”) as well as associated services, to assist one or more non-profits selected by Atlas in its discretion (each a “Beneficiary” and, collectively, the “Beneficiaries”) with obtaining funding to pursue their work.
• To feature the Sponsor on the Platform as a supporter of the Beneficiaries during the Challenge by publishing content provided by Sponsor and approved by Atlas in its discretion, and by publishing activities such as but not limited to miles run, cycled, or walked on the Platform during the Challenge.
• To comply with these Terms.

2. Sponsor’s Responsibilities.

Sponsor agrees to each of the following responsibilities:

• To pay the Donations to the Beneficiary.
• To comply with the terms of these Terms.

Payment Terms.

In connection with Sponsor’s registration for the Challenge, Sponsor is required to provide a non-refundable donation to the Beneficiaries indicated on the registration form (the “Donations”). 100% of the Donations are paid directly to the Beneficiaries by Sponsor. Atlas will collect a service fee from the Beneficiaries for each Sponsor (the “Service Fee”). For the sake of transparency, the amounts of the Donations and the Service Fee will be indicated on the registration form for the Challenge, but the Sponsor has no responsibility for payment of the Service Fee.

3. Representations, Warranties, and Covenants.

As a material inducement of Atlas’ willingness to provide the Services, Sponsor represents, warrants, and covenants as follows:

• That Sponsor understands that it is responsible for obtaining its own tax advice in connection with these Terms, and that Atlas does not represent to Sponsor that it will be entitled to a tax deduction for the Donations.
• That it will comply with all applicable laws related in any way to these Terms.
• That it has taken all necessary actions to enter into these Terms and, further, will take all necessary actions to fulfill its obligations under these Terms.
• That it understands that Atlas does not guarantee that Sponsor will attain or achieve any particular outcome as a result of participation in the Challenge or any other activity under these Terms.
• That it understands and agreement that each of the following terms related to any prizes, raffles, or other similar competitions or rewards associated with the Challenge (collectively, “Prizes”) shall apply

1. Sponsor will comply with all posted terms, conditions, and rules for any Prizes and any failure to comply will be grounds for disqualification from eligibility for Prizes;
2. Sponsor will honestly and accurately report all information, such as miles logged by Sponsor, in furtherance of the Prizes;
3. Atlas shall retain the sole and absolute discretion to award Prizes to the recipients that Atlas has determined best meets the criteria for such Prizes and Atlas’ decision shall be final and binding and may not be challenged by Sponsor; and
4. There will be no cash disbursement and/or an replacement of the Prizes in any case.

4. Disclaimer & Limitation of Liability.

• Atlas shall use reasonable efforts consistent with prevailing industry standards to provide the Services in a manner which minimizes errors and interruptions and shall perform the Services in a professional manner. The Platform may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Atlas or by third-party providers, or because of other causes beyond Atlas’ reasonable control, but Atlas shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled disruption. HOWEVER, ATLAS DOES NOT WARRANT THAT THE PLATFORM OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PLATFORM OR THE SERVICES.  EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND PLATFORM ARE PROVIDED “AS IS” AND ATLAS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
• IN NO EVENT WILL ATLAS’ MAXIMUM AGGREGATE LIABILITY UNDER THESE TERMS EXCEED $100, REGARDLESS OF THE LEGAL THEORY OR FORM OF ACTION.

5. Term, Termination, & Survival.

• These Terms shall be effective beginning on the Effective Date, and ending upon end of the Challenge.
• The terms and conditions contained in these Terms that by their sense and context are intended to survive the termination of the Terms shall survive the termination.

Intellectual Property.

• No provision in these Terms shall be construed as an assignment or transfer of ownership of any copyrights, patents, trade secrets, trademarks, or any other intellectual property rights from either Party to the other Party.
• Atlas only grants Sponsor a limited license to use its intellectual property to the extent necessary to provide the Services, and for Sponsor to use the Platform for its intended purpose and as envisioned by these Terms. This license is limited to the term of these Terms and is non-exclusive, non-modifiable, and non-transferable.
• Sponsor only grants Atlas a limited license to use the content provided by Partner to the extent necessary to provide the Services. This license is limited to the term of these Terms and is non-exclusive and non-transferable.

Confidentiality.

Each Party may disclose information to the other Party, or otherwise learn such information, that is designated as confidential or that reasonably should be understood to be confidential (“Confidential Information”). Each Party agrees at all times during the term of these Terms and thereafter, to hold the other Party’s Confidential Information in strictest confidence, and not to use any Confidential Information, except for the benefit of the disclosing Party to the extent necessary to perform its obligations under these Terms, and not to disclose any Confidential Information to any person, firm, corporation or other entity, without written authorization from the disclosing Party in each instance, any Confidential Information that the receiving Party obtains, accesses or creates during the term of these Terms. The term “Confidential Information” shall not include any information that is or becomes publicly and widely known through no wrongful act of the Parties, nor information that was independently developed by a Party without use of the other Party’s Confidential Information.

6. Indemnification.

• If any action is instituted by a third party against Sponsor based upon a claim that the Platform (excluding any content provided by Sponsor) infringes a United States patent, copyright or trademark, Atlas shall defend such action at its own expense on behalf of Sponsor, pay all expenses incurred by Sponsor (including reasonable attorney’s fees) and shall pay all damages attributable to such claim which are finally awarded against Sponsor or paid in settlement of such claim. Atlas may, at its option and expense, (a) procure for Sponsor the right to continue using the allegedly infringing items, (b) replace or modify such items, or (c) terminate these Terms. Atlas shall have no liability to Sponsor for any infringement action to the extent such action arises out of a breach of these Terms by Sponsor. Atlas shall have no obligation pursuant to this Section IX(a) unless Sponsor gives prompt written notice of the applicable claim to Atlas after Sponsor is notified or has knowledge of such claim and permits Atlas to solely control and direct the investigation, preparation, defense and settlement of the claim. This Section IX(a) states Atlas’ sole liability to, and Sponsor’s exclusive remedy against, Atlas for infringement claims described in this Section IX(a).
• Sponsor will indemnify, defend, and hold harmless Atlas and its respective affiliates, officers, directors and employees from and against all third party claims, demands, suits, causes of action, awards, judgments and liabilities, including reasonable attorneys’ fees and costs arising out of or relating to any breach of these Terms by Sponsor. Sponsor shall have no obligation pursuant to this Section IX(b) unless Atlas gives prompt written notice of the applicable claim to Sponsor after Atlas is notified or has knowledge of such claim and permits Sponsor to solely control and direct the investigation, preparation, defense and settlement of the claim.

7. Publicity Rights.

During the term of these Terms, each Party may use the other Party’s name, logo, and likeness as envisioned to execute the terms of these Terms. Thereafter, each Party may continue to use the other Party’s name, logo, and likeness to demonstrate the relationship of the Parties for promotional purposes, and the Parties may continue to display the content of the Challenge.

8. Miscellaneous.

• Force Majeure. Neither Party will be responsible or liable for any delay or failure in performance arising as a result of events that are beyond such Party’s reasonable control. In such event, the delayed Party may defer performance for a period equal to the time lost by reason of the delay.
• No Third Party Beneficiaries. These Terms does not and is not intended to confer any rights or remedies upon any person or entity other than the Parties.
• Governing Law & Dispute Resolution. These Terms shall be governed by California law, without reference to conflicts of laws principles. The Parties agree to resolve any dispute, claim or controversy arising out of or relating to these Terms as follows: first, the Parties agree to attempt to resolve the dispute through informal resolution. Second, if the dispute is not resolved through informal resolution, the Parties agree to confidential binding arbitration in San Francisco, California administered by the American Arbitration Association under its Commercial Arbitration Rules. Either Party may bring a lawsuit solely for injunctive relief to stop infringement and/or breach of intellectual property or confidentiality obligations without first engaging in the dispute resolution process described in this Section.
• Entire Agreement, Amendments, & Waiver. These Terms are the entire agreement with respect to the subject matter hereof and may only be modified in writing by both Parties. No waiver is effective unless in writing signed by the waiving Party.
• No Partnership, Merger, or Employment Relationship. The Parties intend that Atlas shall perform the Services as an independent contractor as defined by applicable law. Nothing contained in these Terms shall be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship.
• Successors & Assigns. These Terms shall be binding and inure to the benefit of the Parties, and their respective successors and assigns. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other Party, except that either Party may assign these Terms in their entirety, without consent of the other Party, to its parent, subsidiary, or affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
• Severability. Should any provision of these Terms be held to be void or unenforceable, the remaining provisions shall remain in full force and effect, to be read and construed as if the void or unenforceable provisions were originally deleted.