Insurance321 Small Business Support Program Participation Agreement

Please carefully review this Participation Agreement. It contains limitation of liability, waiver of jury trial, and binding arbitration provisions that affect your legal rights.

Bold Penguin, Inc. d/b/a Insurance321 (“Sponsor” or “Insurance321”) is pleased to introduce the Insurance321 Small Business Support Program (“Program”). As a condition of (1) nominating a business for the Program or (2) participating in the Program, you agree to be fully and unconditionally bound by this Agreement and the decisions of Sponsor, whose decisions shall be final and binding in all respects, and, the fullest extent provided by law, waive any right to claim ambiguity in the Program, this Agreement, Program materials, and information contained on Sponsor’s website, available at www.insurance321.com (the “Website”). If you are an individual entering into this Agreement on behalf of a legal entity, you represent and warrant that you are authorized by the legal entity on whose behalf you purport to act to enter into this Agreement.

1. SPONSOR

Bold Penguin, Inc. d/b/a Insurance321, 100 E Broad St 15th floor, Columbus, OH 43215

2. ELIGIBILITY

The Program is open only to for-profit businesses that: (i) are incorporated or otherwise legally formed in the United States of America; (ii) have annual gross revenue of $2,000,000 or less ; (iii) are not barred from participation in the Program by contract or the laws of the United States, including but not limited to all federal, state, and local laws; and (iv) at all times abide by this Agreement.

Officers, directors, members, managers, employees, representatives, and agents of Sponsor and any businesses in which they hold an ownership interest, including Immediate Family Members (as defined below) and Household Members (as defined below) are not eligible to participate in the Program. “Immediate Family Members” shall mean spouse, parents, step-parents, legal guardians, children, step-children, siblings or step-siblings and each of their spouses regardless of where they reside. “Household Members” shall mean those people who share the same residence at least three (3) months a year.

3. PROGRAM PERIOD

The Program begins on April 16, 2021 and ends on a date to be determined by the Sponsor in its sole discretion (“Program Period”), with or without notice.

4. HOW TO ENTER

During the Program Period, individuals may submit a nomination for a business (Nominee) that could benefit from participation in the Program (“Nomination”). Nominations may be submitted online at [insert link]. Individuals submitting a Nomination must provide at least the legal name of the business, contact information for the business, name of the person submitting the Nomination, contact information for the person submitting the Nomination, and a narrative description explaining why the Nominee should be selected for participation in the Program.

Nominations received outside the Program Period will not be included in the Program. For purposes of this Program, a Nomination is “received” when the Sponsor’s servers record the Nomination information. Screen shots, printouts or other purported "proof" or "evidence" of nomination, in lieu of Sponsor's validation process, shall not be binding. Proof of sending (e.g., an automated receipt, screen shots) does not constitute proof of actual receipt of a Nomination for purposes of this Agreement.

All Nominations become the sole and exclusive property of Sponsor and will not be acknowledged or returned. All information collected by Sponsor in connection with the Program, including information submitted as part of the Nomination, will be governed by Sponsor’s Privacy Policy which is incorporated herein by reference.

5. SELECTION

Sponsor will select at least three Nominees to participate in the Program. Sponsor will select Program participants based on Sponsor’s subjective evaluation of the business’ (1) need and hardship resulting from the COVID-19 pandemic and associated recession, (2) overall ability to benefit from participation in the Program, and (3) ability to commit necessary time and resources to timely complete the Program.

Sponsor will attempt to notify a potential participant using the email address associated with their Nomination. Sponsor may, at its discretion, also attempt to contact a potential participant by telephone or mail. If a potential participant cannot be contacted or does not respond to Sponsor within forty-eight (48) hours of Sponsor’s initial notification, the potential participant may be disqualified at Sponsor’s sole discretion.

A potential participant must provide Sponsor the information required to file any necessary tax reporting forms, including but not limited to their tax ID for tax reporting purposes. A potential participant also may be required to sign and return to Sponsor, within five (5) business days from the date of Sponsor’s request, a copy of this Agreement executed by an authorized officer of the participant and a publicity release executed by all persons whose image, likeness, or voice may be used by Sponsor to promote the Program, the participant, and/or Sponsor’s business. If the potential participant and/or associated persons fail to complete, sign, and return the requested documentation within the required time period, or the potential participant does not adhere to the Agreement, including without limitation, the potential participant does not fulfill the eligibility requirements, the potential participant may be disqualified at Sponsor’s sole discretion.

In the event a potential participant is disqualified for any reason, or if participation in the Program is not accepted by the potential participant, the potential participant will forfeit their ability to participate in the Program. Sponsor, at its sole discretion, may award the forfeited Program participation opportunity to an alternate potential participant or to no one.

ALL PROGRAM PARTICIPANTS ARE SUBJECT TO VERIFICATION BY SPONSOR. SPONSOR’S DECISIONS AS TO THE ADMINISTRATION AND OPERATION OF THE PROGRAM, ANY CHANGES TO THIS AGREEMENT, AND THE SELECTION OF PARTICIPANTS IS FINAL AND BINDING.

6. PROGRAM SUPPORT SERVICES

Subject to verification of eligibility and compliance with this Agreement, businesses selected by Sponsor to participate in the Program will receive a suite of marketing and branding support services customized to the Program participant’s business needs (“Support Services”). Support Services may include logo development, website design and development, search engine optimization, applying for advertising credits from Facebook and/or Google, and setting up marketing accounts with Facebook and/or Google. The suite of Support Services provided to each Program participant will be selected and designed at the sole discretion of Sponsor or a third-party marketing company designated by Sponsor (“Marketing Company”). The Support Services will not exceed forty (40) hours of Sponsor and/or the Marketing Company’s staff time, in aggregate.

Support Services are non-transferable, non-exchangeable, have no cash value, and must be accepted by the participant as awarded. Sponsor shall have no responsibility or obligation to a Program participant who is unable or unavailable to, or who does not for any reason, accept or utilize the Support Services.

All federal, state, and local taxes, and all costs and expenses related to the acceptance and use of the Support Services not specified herein, are the sole responsibility of the Program participant.

7. RIGHTS OF PUBLICITY

If you are an individual or a legal entity, by participating in this Program or accepting the Supporting Services, you grant Sponsor, the Marketing Company, and their designees (collectively, “Licensees”), a limited, royalty-free, fully paid, worldwide, sublicensable, nonexclusive license to copy and use your name, logo, trademarks, service marks, copyrighted works, and other intellectual property for all purposes and in any media reasonably determined by the Licensees in support of promoting, advertising, marketing, and/or educating others about (1) the Program, (2) you and your business activities, and (3) the Licensees and their business activities.

If you are an individual, by participating in this Program or accepting the Support Services, you grant Licensees the right and permission to take, use, publish, reproduce, distribute, and/or copyright, without compensation to you, photographs, images, videos, audio recordings, and testimonials/statements (collectively, “Works”) utilizing your name, image, voice, and likeness for all purposes and in any media reasonably determined by the Licensees in support of promoting, advertising, marketing, and/or educating others about (1) the Program, (2) you and your business activities, and (3) the Licensees and their business activities. You agree that any Works are owned by the Licensee who created them, including any quotations, reproductions, derivatives, or alterations thereof, and you waive any right to inspect or approve any Work or any use of any Work.

Nominee agrees that Sponsor is not obligated to use the Nomination, or any information related to Nominee, and that Sponsor in its sole discretion shall have the right to refrain form using any such information. Sponsor shall not incur any liability whatsoever to the extent Sponsor chooses to refrain from any exercise of its rights hereunder.

8. GENERAL CONDITIONS

Participating in the Program is contingent upon accepting and fulfilling all requirements of this Agreement. Sponsor reserves the right without liability to disqualify any Nominee or cancel, suspend, modify, and/or terminate the Program, or any part of it, for any reason or no reason, with or without notice.

The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision. In the event that any provision of the Agreement is determined to be invalid or otherwise unenforceable or illegal, the other provisions will remain in effect and will be construed in accordance with their terms as if the invalid or illegal provision were not contained herein. Sponsor's failure to enforce any term of this Agreement will not constitute a waiver of that provision. Headings are solely for convenience of reference and will not be deemed to affect in any manner the meaning or intent of the Agreement or any provision hereof.

9. RELEASE AND LIMITATION OF LIABILITY

By submitting a Nomination or participating in the Program, you agree to release, indemnify, defend, and hold harmless Sponsor and each of its respective officers, directors, members, managers, employees, representatives, agents, successors and assigns as well as the Marketing Company (collectively, the “Released Parties”) from and against any and all claims, expenses, and liability of any kind resulting or arising from the Program (including reasonable attorneys’ fees), including, but not limited to, negligence and damages of any kind to persons and property, invasion of privacy (under appropriation, intrusion, public disclosure of private facts, false light in the public eye or any other legal theory), defamation, slander, libel, violation of right of publicity, infringement of trademark, copyright, or other intellectual property rights, property damage, or death or personal injury arising out of or relating to your nomination, participation in the Program, acceptance, use, or misuse of Support Services, or the broadcast, exploitation, or use of a Nomination.

IN NO EVENT WILL THE RELEASED PARTIES OR THEIR AFFILIATES, VENDORS, SERVICE PROVIDERS, OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, CONTRACTORS, OR AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL, OR PUNITIVE DAMAGES OR LOST REVENUE, LOST PROFITS, LOSS OF GOODWILL/REPUTATION, OR LOST ANTICIPATED BUSINESS (EVEN IF THEY HAVE BEEN ADVISED OF OR COULD HAVE ANTICIPATED THE POSSIBILITY OF SUCH DAMAGES) ARISING FROM OR RELATING TO THIS AGREEMENT, THE PROGRAM, OR THE SUPPORT SERVICES, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY. THE RELEASED PARTIES’ AGGREGATE LIABILITY FOR ANY LIABILITIES, LOSSES, COSTS, DAMAGES, AND EXPENSES ASSOCIATED WITH ANY CLAIM OR ACTION RELATED TO, IN CONNECTION WITH, OR ARISING UNDER THIS AGREEMENT, THE PROGRAM, OR THE SUPPORT SERVICES, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY, WILL NOT EXCEED ONE HUNDRED DOLLARS ($100). TO THE EXTENT A JURISDICTION DOES NOT ALLOW THE LIMITATION OF SOME LIABILITIES, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

10. DISCLAIMER OF WARRANTIES

THE PROGRAM AND SUPPORT SERVICES ARE PROVIDED TO YOU ON AN "AS IS" AND “AS AVAILABLE” BASIS, AND AT YOUR OWN RISK TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW. THE RELEASED PARTIES DISCLAIM, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES REGARDING SECURITY, CURRENCY, CORRECTNESS, QUALITY, ACCURACY, COMPLETENESS, RELIABILITY, PERFORMANCE, TIMELINESS, OR CONTINUED AVAILABILITY.

11. DISPUTE RESOLUTION

Any controversy, claim or dispute arising out of or related to this Agreement, the Program, and/or the Support Services, including, but not limited to, alleged violations of state or federal statutory or common law rights or duties (a “Dispute”) shall be solely and exclusively resolved according to the procedures set forth in this paragraph. If the parties are unable to resolve any Dispute through informal means, either party may initiate binding arbitration of such Dispute by sending notice demanding arbitration to the other party. The demand for arbitration shall be made within a reasonable time after the Dispute has arisen, but in no event shall it be made more than one (1) year from when the aggrieved party knew or should have known of the controversy, claim, or facts forming the basis of the Dispute. The arbitration shall be initiated and conducted according to American Arbitration Association rules and procedures for commercial arbitration, including provisions for the resolution of consumer disputes (the “Arbitration Rules”). The arbitration shall be conducted in Franklin County, Ohio before a single neutral arbitrator appointed in accordance with the Arbitration Rules. Either party may bring a Dispute in small claims court in Franklin County, Ohio to the extent permitted by the Arbitration Rules. If the amount in controversy is less than $10,000, the parties agree that the Dispute will be decided on the basis of written submissions without a hearing. The decision of the arbitrator will be final without option to appeal. To the fullest extent permitted by law, the arbitrator shall not have the power to award punitive, special, consequential, or indirect damages against any party. Arbitration costs and fees shall be divided equally between the parties except in the event of a consumer arbitration in which case arbitration costs and fees will be allocated in accordance with the Arbitration Rules. Each party shall be responsible for paying its own attorneys’ fees, costs, and expenses, regardless of which party prevails, but a party may recover any or all expenses from another party if the arbitrator, applying applicable law, so determines. No disputes may be arbitrated on a class or representative basis and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated. BY AGREEING TO THESE TERMS, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO JOIN CLAIMS OR DISPUTES WITH THOSE OF OTHERS IN THE FORM OF A CLASS ACTION, CLASS ARBITRATION, OR SIMILAR PROCEDURAL DEVICE; AND WAIVES ANY RIGHT IT MAY HAVE TO PRESENT ITS CLAIM OR DISPUTE IN A COURT OF LAW. Judgment on the award rendered by the arbitrator(s), if any, may be entered for enforcement purposes in any court having jurisdiction thereof.

12. GOVERNING LAW

This Agreement is governed according to the laws of the State of Ohio, without regard to its conflicts of law principles. Subject to the dispute resolution process described above, all claims, disputes, and suits must be brought solely in the state or federal courts located in Franklin County, Ohio, and the parties agree to the jurisdiction thereof.

13. EXTENDED MEANINGS; CURRENCY; FORCE MAJEURE

Unless otherwise specified in this Agreement, words importing the singular include the plural and vice versa and words importing gender include all genders. All dollar amounts referred to in this Agreement are in lawful money of the United States of America. Sponsor is not responsible for any damages caused by delay or failure to perform undertakings pursuant to this Agreement when the delay or failure is due to weather, event cancellations, fires, strikes, floods, acts of God or the state’s enemies, lawful acts of public authorities, delays or defaults caused by common carriers, or other events that cannot reasonably be foreseen or provided against.