ACE REFER-A-FRIEND PROGRAM TERMS & CONDITIONS

PLEASE READ THE FOLLOWING ACE CUSTOMER REFERRAL PROGRAM TERMS AND CONDITIONS CAREFULLY BEFORE PARTICIPATING IN THE CUSTOMER REFERRAL PROGRAM. PARTICIPATION IN THIS PROGRAM CONSTITUTES YOUR ACCEPTANCES OF ALL THE PROGRAM TERMS AND CONDITIONS.

Throughout these terms and conditions, the referring ACE Professional shall be referred to as "You" and the American Council on Exercise shall be referred to as "ACE." ACE is excited that You are choosing to participate in the ACE customer referral program which shall be referred to as the "Program." Your participation in and use of the Program is strictly subject to these terms and conditions.

Participant Acceptance and Termination

ACE will make all determinations regarding participation in the Program. Employees of ACE and their immediate family members are not eligible for the Program. ACE reserve the right to terminate Your participation in the Program at any time for any reason or no reason, to the extent permitted by law, upon notice to You. Any notices required or permitted to be given by ACE hereunder may be delivered by email. By participating in the Program, You consent to delivery of all Program-related notices and information by email to the email address You have registered in your MyACE account and acknowledge that You have the necessary equipment (hardware and software) to receive such emails.

Qualified Referrals and Payment

• Qualified referrals must
  1. be new customers to ACE and for purposes of the Program, "new customer" does not include either (1) a person who is a current or pending customer (2) a person who was a customer within the 30 days immediately prior to the date a referral email invitation was generated by the Program to that person (3) a current or former ACE Certified Professional;
  2. satisfy all enrollment requirements;
  3. purchase an ACE Certification Program using your personal referral coupon no later than December 31, 2025
• Payments
  1. The person You refer will receive a coupon for (40) forty percent off any ACE Certification Program.
  2. Upon successful purchase without any cancellations or returns by the person You refer; You will be issued an electronic prepaid gift card from a major credit card company in the amount of Fifty US Dollars (US$50.00). Should the person You refer choose to pay on the ACE Payment Plan, the purchase will not be considered complete until all payments have been received.
  3. You will receive your gift card within forty-five days of completion of the purchase.
  4. The prepaid gift card amount offered may be changed at any time prior to the purchase by a qualified referral without notice to You or your referrals. The http://www.ACEfitness.org/services/refer-a-friend page will contain up-to-date information regarding then current offered gift card amount. Such gift card will be applied as soon as the qualified referral has met all requirements. By participating in the Program, You agree that ACE shall make the final determination as to whether any referral meets all requirements to be considered a qualified referral. Participants in the Program shall be limited to a total incentive equal to Fifteen Hundred US Dollars (US$1,500.00) per calendar year. From time to time, there may be limited-time promotions which provide for increased incentive payments. They are subject to change without notice to You by updating the information on the http://www.ACEfitness.org/services/refer-a-friend page. ACE is not obligated to and will not release to You the reasons why a particular referral has not been deemed a qualified referral.
  5. The prepaid gift card will be provided by a third-party provider. Should You have any questions or issues concerning a prepaid gift card, You will need to contact the company that provided the prepaid gift card.
• Term
  1. (i) The applicable term of this promotion shall be effective January 1, 2025, and run through December 31, 2025.

CAN-SPAM Act Compliance

ACE complies with the federal CAN-SPAM Act and honors requests of consumers and customers who choose to opt out of receiving marketing emails. Accordingly, if You designate a referral email address that has previously opted out of receiving our marketing emails, that email address will not be sent an email. ACE is not required to notify You if an email is not sent.

Confidentiality

In connection with your participation in the Program, You may receive confidential and proprietary information belonging to ACE, including sensitive customer data ("Information"). You will maintain all of such information in strict confidence and use the Information only in connection with your participation in the Program. Notwithstanding anything to the contrary contained herein, You agree that You will comply with the customer confidentiality provisions.

Independent Contractor Relationship

Your participation in the Program does not authorize You to act on ACE's or any of ACE's respective affiliates' behalf. Nothing herein is intended or will be construed to constitute or imply a joint venture, employer-employee relationship, partnership or association between You and ACE, its parent, or their respective affiliates. By participating in the Program, You acknowledge that You do so at your own risk and as an independent contractor and that ACE is not directing how You perform your obligations hereunder.

Trademarks

Other than with respect to materials provided to in connection with your participation in the Program or as provided to You as an ACE Certified Professional, your status as a participant in the Program does not entitle You to use any trademarks, copyrighted materials, patents, names, logos, or other intellectual property owned or licensed by ACE or its respective affiliates.

Governing Law

All claims arising out or relating to this agreement will be governed by the laws of the State of California, USA excluding California's conflicts of laws rules.

Indemnification

By participating in the Program, You agree to and will indemnify and hold ACE and ACE's respective affiliates harmless from and against any and all damages, costs, expenses, claims or liabilities of any kind, including third party claims, whether pending or threatened, including without limitation, attorneys' fees and court costs, incurred by any of them arising out of or related to your participation in the Program or breach of these Program Terms.

Warranty Disclaimers; Limitation of Liability

YOU EXPRESSLY AGREE THAT YOUR PARTICIPATION IN THE PROGRAM IS AT YOUR OWN RISK. THE PROGRAM IS MADE AVAILABLE TO YOU ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. NEITHER ACE NOR ANY OF ITS AFFILIATES, THROUGH THESE PROGRAM TERMS, MAKES ANY WARRANTY REGARDING THE PROGRAM, AND EACH EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR TITLE. IN NO EVENT SHALL ACE OR ANY OF ACE'S RESPECTIVE AFFILIATES BE LIABLE FOR SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OR DAMAGES FOR LOSS OF PROFITS, REVENUE, USE, OR DATA AS A RESULT OF CLAIMS, WHETHER BROUGHT IN CONTRACT OR TORT, ARISING OUT OF OR CONNECTED WITH THESE PROGRAM TERMS OR THE PROGRAM, EVEN IF CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Amendments

These Program Terms may be altered, changed, modified, or assigned by ACE at any time by providing notice to You. Your participation in the Program at any time after our business provides You such notice of changes will constitute your agreement to such changes.

Other Terms and Conditions

These Program Terms are in addition to and do not in any way limit or alter ACE' other terms and conditions or agreements pursuant to which our business allows You to participate in the Program.

Acceptance and Jurisdiction

By participating in the Program, You agree that You have read, understand, and will abide, and be bound, by these Program Terms. These Program Terms shall be governed in all respects in accordance with the laws of the State of California without regard to the conflict or choice of law rules thereof. The federal and state courts California shall have exclusive jurisdiction over any dispute arising hereunder and by participating in the Program You consent to same.

FTC 16 CFR Part 255 Compliance

ACE complies with the Federal Trade Commission's 16 CFR Part 255 "Guides Concerning the Use of Endorsements and Testimonials in Advertising". Accordingly, if You make any post on any social network (such as Facebook, Twitter, Instagram, Pinterest, or LinkedIn) as a part of the Program, You must at a minimum include either "This is a paid endorsement" or "#paidad" in any social network posts You make as a part of the Program. You are responsible for ensuring that your posts on any social network comply with the terms of use of the site, and any other applicable laws, statutes, and regulations.