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THE GANG

Spiritual Gangster Advocate Program TERMS & CONDITIONS

These Terms & Conditions (the “Terms”) describes the terms of The Gang Advocate Program and the agreement between Spiritual Gangster Holdings, Inc. (collectively, “Spiritual Gangster”, “we”, “our”, or “us”) and the members of The Gang Advocate Program (“Advocate”, “you”, or “your”). By becoming an Advocate you agree to these Terms.

1. The Gang Advocate Program (“Advocate Program”) includes special benefits to Advocates, including access to product information, a product discount and other benefits. Your membership is conditioned on your acceptance of the Terms, conditions and notices contained herein and participation is reviewed every three (3) months.

2. Spiritual Gangster may determine eligibility at its sole discretion, make exceptions, and/or refuse membership in the Advocate Program to any person. Spiritual Gangster reserves the right to change, suspend, terminate or revoke its program, your membership therein, and/or the discount at any time, for any reason without prior notice, including for any suspected violation of these Terms or fraudulent use of membership.

3. Membership in the Advocate Program is restricted only to individuals who are 18 years of age or older, and who are not barred from doing so under applicable laws.

4. The Advocate Program discount is for personal use only, and can be used for purchases made at spiritualgangster.com. The discount does not apply to Spiritual Gangster products purchased at any other locations.

5. Discounts cannot be used to purchase products for any other people, including friends, students, or family. If it is discovered that you have shared your discount with any third party, Spiritual Gangster reserves the right to remove you from the program.

6. Spiritual Gangster reserves the right to alter or discontinue the Advocate relationship at any time.

7. You will not modify, alter, deface or remove any logos, marks or proprietary rights notices on any products provided under the Advocate Program for testing (the “Test Products”) or engage in any activities in respect of the Test Products that may reflect unfavorably upon Spiritual Gangster.

8. You will not directly or indirectly copy, distribute, sell, modify, transfer, reverse engineer, disassemble or create derivative works from the Test Products. 2

9. The Advocate agrees to avoid mentioning the following agreed competitors of Spiritual Gangster: Alo Yoga, Lululemon, FP Movement, Adidas and Nike. All blog posts, social media statuses, tweets, and/or comments should be in good taste and free of inappropriate language and/or any content promoting bigotry, racism or discrimination based on race, gender, religion, nationality, disability, sexual orientation, or age).

10. The Advocate understands that all promotions and products they promote as part of Advocate Program are controlled by Spiritual Gangster. The Advocate assumes all responsibility for verifying that the materials used meet the Spiritual Gangster’s approval.

11. Advocate represents and warrants (i) that Advocate has no obligations, legal or otherwise, inconsistent with the terms of Advocate Program or with Advocate 's undertaking this relationship with Spiritual Gangster, (ii) that membership and participation do not and will not violate any applicable law, rule or regulation or any proprietary or other right of any third party, (iii) that Advocate will not use in participation of their responsibilities under Advocate Program any confidential information or trade secrets of any other person or entity, (iv) that all content (save and except any materials, if any, supplied by the Spiritual Gangster) will be the original work and creation of Advocate and will not infringe the rights (including without limitation, any intellectual property rights) of any third party and (v) that Advocate has not entered into or will enter into any agreement (whether oral or written) in conflict with the Advocate Program.

12. The Advocate agrees and covenants that he/she will not at any time make, publish, or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments, or statements concerning the Spiritual Gangster or its businesses, or any of its employees, officers, and existing and prospective customers, suppliers, investors, and other associated third parties.

13. Rights.
a. Ownership. Advocate acknowledges and agrees that Spiritual Gangster for the purpose of participation in the Advocate Program shall own, exclusively and in perpetuity, all rights of whatever kind and character, throughout the universe and in any and all languages, in and to the videos, photographs, text and/or all works of similar nature produced, developed, or created by the Advocate for the Advocate Program, and any and all intellectual property rights thereto, including trademarks, trade secrets, trade dress, design, mask work, copyrights, and patent rights (collectively, the “Content”), including the right to sublicense the Content to Spiritual Gangster’s brand partners, licensees and licensors (the “Brand Affiliates”) Advocate acknowledges that, to the extent permitted by law, all of the Content consisting of copyrightable subject matter is "work made for hire" as defined in the Copyright Act of 1976 (17 U.S.C. § 101), and such copyrights are therefore owned by the Spiritual Gangster. To the extent that the foregoing does not apply, the Advocate hereby irrevocably assigns to the Spiritual Gangster, for no additional consideration, the 3 Advocate's entire right, title, and interest in and to all Content, including the right to sue, counterclaim, and recover for all past, present, and future infringement, misappropriation, or dilution thereof, and all rights corresponding thereto throughout the world. Nothing contained in the Advocate Program shall be construed to reduce or limit the Spiritual Gangster’s rights, title, or interest in any Content. Notwithstanding the foregoing, Advocate may delete posts from his/her owned and/or controlled social media channels containing any Content after a period of thirty (90) days from postdate.

b. Usage. Spiritual Gangster shall cause Advocate to grant to Spiritual Gangster and to Brand Affiliates a limited, non-exclusive, royalty free, right and license to feature Content generated by the Advocate as part of the Advocate Program (including Advocate’s name and likeness) on Spiritual Gangster’s and Brand Affiliates owned and controlled social media platforms and within third party digital and broadcast platforms and print platforms including but are not limited to: ad networks, email marketing, paid search listings, television, radio, newspapers, magazines and brochures, Facebook, Instagram, Twitter, Tumblr, YouTube, Pinterest, Vine, Google+ and website blogs for a period of twelve (12) months.

c. License. Spiritual Gangster grants to Advocate a temporary license to use the Spiritual Gangster’s name and promotional materials as may be necessary to achieve the promotional purpose but only in compliance with these Terms. Advocate grants to Spiritual Gangster a perpetual license to use Advocate’s name and likeness in all media including the Spiritual Gangster website and the brand website and on social media sites and in all formats of print and digital media advertising.

14. Confidentiality. You may be invited to participate in new product testing, and may be exposed to information that is confidential and proprietary to Spiritual Gangster or Brand Affiliates. You may receive, have access to and create documents, records and information of a confidential and proprietary nature to the Spiritual Gangster. The Advocate acknowledges and agrees that such information is an asset of the Spiritual Gangster, is not generally known to the trade, is of a confidential nature and, to preserve the goodwill of the Spiritual Gangster must be kept strictly confidential and used only in the performance of the Advocate Program. The Advocate agrees that he/she will not use, disclose, communicate, copy or permit the use or disclosure of any such information to any third party in any manner whatsoever except to the existing employees of the Spiritual Gangster or as otherwise directed by the Spiritual Gangster in the course of the Advocate's membership in the Advocate Program, and thereafter only with the written permission of the Spiritual Gangster. Upon termination of the Advocate Program, cessation of your membership or status as an Advocate, or upon the request of the Spiritual Gangster, the Advocate will return to the Spiritual Gangster all of the confidential information, and all copies or reproductions thereof, which are in Advocate's possession or control.

15. Material disclosures and compliance with FTC Guidelines. When publishing posts/statuses about the Spiritual Gangster’s products or services, the Advocate must clearly disclose his/her “material connection” with the Spiritual Gangster, including the fact that the Advocate was given any consideration including products and discounts, was provided with certain experiences. The above disclosure should be clear and prominent and made in close proximity to any statements that the Advocate makes about the Spiritual Gangster or the Spiritual Gangster’s products or 4 services. Please note that this disclosure is required regardless of any space limitations of the medium (e.g. Twitter), where the disclosure can be made via Hashtags, e.g. #advocate. The Advocate’s statements should always reflect the Advocate’s honest and truthful opinions and actual experiences. The Advocate should only make factual statements about the Spiritual Gangster or the Spiritual Gangster's products which the Advocate knows for certain are true and can be verified.

16. Advocate hereby indemnifies and agrees to defend and hold harmless Spiritual Gangster from and against any and all claims, demands and actions, and any liabilities, damages or expenses resulting therefrom, including court costs and attorneys' fees, arising out of or relating to the membership in the Advocate Program or the representations and warranties made by Advocate herein. Advocate's obligations under this section shall survive the termination, for any reason, of Advocate Program.

17. These Terms contain the entire understanding and agreement between the parties hereto with respect to its subject matter and supersedes any prior or contemporaneous written or oral agreements, representations or warranties between them respecting the subject matter hereof.

18. If one or more of the provisions contained in the Advocate Program shall for any reason be held to be excessively broad as to scope, activity, subject or otherwise so as to be unenforceable at law, such provision or provisions shall be construed by the appropriate judicial body by limiting or reducing it or them, so as to be enforceable to the maximum extent compatible with the applicable law as it shall then appear. No failure or neglect of either party hereto in any instance to exercise any right, power or privilege hereunder or under law shall constitute a waiver of any other right, power or privilege or of the same right, power or privilege in any other instance.

19. The Advocate is not an agent or employee of Spiritual Gangster, and shall have no authority to act for, represent, bind, or obligate Spiritual Gangster. Nothing contained herein shall be deemed or construed to create an employment relationship, a partnership or joint venture between the parties.

20.These Terms shall be governed by and construed in accordance with the laws of the State of California.

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