Arms Dealer Contract
This Arms Race Nutrition Ambassador Agreement (“Agreement”) is entered into between you, (“ARN Ambassador”) and Arms Race Nutrition (“Company”), the parties agree as follows:
1. Services: ARN Ambassador will perform certain services in connection with the Company and is currently contemplated to engage with the Company’s current and future social channels, including but not limited to: Twitter, Facebook, Instagram, YouTube, and TikTok.
2. Compensation: In consideration of the full performance of ARN Ambassador’s services hereunder and the rights and releases granted herein, the Company shall compensate you and you agree to accept the compensation as outlined below.
a) ARN Ambassador will receive a specific and personalized discount code (and corresponding link) from the Company to be used and shared. This personalized code will give 10% off all online orders made through www.armsracenutrition.com
b) Purchases completed using this personalized code will be tracked and evaluated on a monthly basis
c) Each tracked revenue month will begin on the first of the month and end at midnight eastern time on the last day of the month.
d) For any tracked revenue month, if your net sales exceed $500, a 10% commission will be paid out at the end of the month
3. Ownership Rights: ARN Ambassador acknowledges that the results and proceeds of the services provided hereunder, including without limitation, all ideas, photographs, images, themes, materials, and designs developed, created and/or provided by ARN Ambassador (the “Work”) is owned by the Company, for all purposes. To the extent that any Work is deemed not to be a work made for hire, and without limiting the foregoing, ARN Ambassador hereby assigns and transfers all right, title, ownership and interest therein, presently known or hereafter ascertained, including, but not limited to, all copyright rights therein, the right to secure the copyright (and all renewals, reissues and extensions thereof) throughout the world, without any restrictions as to use, to the Company. For the sake of clarity, and without in any way limiting the foregoing, the Company may reproduce, modify, adapt, create derivative works from, distribute, display, license, assign, transfer and/or otherwise use the Work, and all elements and derivatives thereof, in whole or in part, in all media now known or hereafter developed (including without limitation in social media, including), worldwide, in perpetuity, royalty-free and without restriction of any kind. ARN Ambassador acknowledges the ownership and validity of the Company’s copyrights, brands, trademarks, trade dress and patent rights, whether or not created by or contributed to by ARN Ambassador.
4. Use of Likeness: ARN Ambassador further grants to the Company the irrevocable right and permission to film, videotape, photograph and/or otherwise record ARN Ambassador and to reproduce, publish, distribute, display, broadcast, exhibit, and/or in any other way use ARN Ambassador’s image, likeness, signature, voice, photographs, name (including nicknames), actual and/or paraphrased statements, biographical information and/or any other information or attribute identifying and/or otherwise associated with ARN Ambassador (collectively, “Likeness”), in whole or in part, distorted, altered, modified and/or adapted in character and/or in form, alone and/or accompanied by other material, in perpetuity and royalty-free, for any purpose whatsoever, including without limitation for the purpose of advertising, publicity, promotion, and/or other marketing for the Company and/or the Work, in all media now known or hereafter developed (including without limitation on social media).
5. No Right of Approval: ARN Ambassador hereby irrevocably waives any and all right to inspect and/or approve the Company’s use of the Work and/or ARN Ambassador’s Likeness, including without limitation any text, image and/or other creative elements that may be used in connection with the Work and/or ARN Ambassador’s Likeness.
6. Confidentiality: ARN Ambassador will regard and retain as confidential and will not divulge to any third party, or use for any unauthorized purposes (including ARN Ambassador’s own benefit) either during or after ARN Ambassador’s engagement with the Company, any proprietary, or confidential information or know-how that ARN Ambassador has acquired during ARN Ambassador’s service or in consequence of ARN Ambassador’s service or contacts with the Company without the written consent of an authorized representative of the Company. ARN Ambassador agrees to return to the Company all such documentation and any other confidential information upon termination of ARN Ambassador’s engagement with the Company.
7. Representations and Warranties: ARN Ambassador represents and warrants that: (i) ARN Ambassador has the full and unrestricted right and authority to enter into and perform this Agreement and to grant the rights granted herein; (ii) ARN Ambassador has complied and will comply with all applicable laws, rules and regulations in rendering the services to be performed under this Agreement; (iii) the Work is original to the ARN Ambassador; (iv) the use of the Work and/or ARN Ambassador’s Likeness does not and will not violate the rights of any third party, including without limitation, any contract, copyright, trademark, or rights of privacy or publicity of any third-party; (v) the Work will not contain any disparaging, pornographic, defamatory and/or offensive material; and (vi) ARN Ambassador will perform the services in a timely and professional manner.
8. Release/Indemnity: ARN Ambassador hereby irrevocably and unconditionally releases, discharges and agrees to indemnify and hold harmless the Company, its parents, subsidiaries, registered trade names, and affiliates, and the irrespective officers, directors, employees, agents, assignees, designees and licensees (together, the “Company Parties”), from and against all actions, claims, demands, causes of action, liabilities, damages, judgments, losses, costs, and expenses (including reasonable attorneys’ fees) of any kind what- soever, whether known or unknown, arising at any time out of and/or relating to the use of the Work and/or ARN Ambassador’s Likeness and/or any breach or alleged breach of any of the terms of this Agreement.
9. Term: This Agreement will be effective as of the date/time registration is submitted/completed and will remain in effect for at least three months thereafter unless terminated in accordance with Section 10 below and will automatically renew for successive three-month periods unless written notice of termination is given by either party to the other party prior to the end of the then-applicable term.
10. Termination: the Company shall have the right, at its sole option, to terminate this Agreement immediately at any time, for any reason it sees fit. Specific reasons for termination include, but are not limited to: (i) ARN Ambassador fails, neglects or refuses to fully perform any of the obligations to be performed hereunder or specified in the Arms Dealer code of conduct; (ii) ARN Ambassador materially breaches the terms of this Agreement or any of the warranties or representations made herein; (iii) ARN Ambassador commits any act or does anything that is or shall be an offense involving moral turpitude under federal, state or local laws, or which brings ARN Ambassador, or any Company Party into public disrepute, contempt, scandal, or ridicule, or which insults or offends the community or any substantial organized group thereof, or which might tend to injure the success of any Company Party.
11. Independent Contractor: Each party is an independent contractor in relation to the other party with respect to all matters arising under this Agreement and nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between the parties. ARN Ambassador shall have no express or implied right or authority to assume or create any obligations on behalf of or in the name of the Company or to bind the Company to any contract, agreement or undertaking with any third party.
12. Assignment: Any or all of the Company’s rights and obligations under this Agreement may be assigned by the Company without ARN Ambassador’s consent, and upon any such assignment, the Company shall have no further obligation to ARN Ambassador, and shall no longer be liable to ARN Ambassador, in respect to any obligation so assigned. ARN Ambassador’s rights and obligations under this Agreement may not be assigned by ARN Ambassador without the Company’s prior written approval.
13. Miscellaneous: This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements between the parties with respect to the subject matter hereof and shall bind each party and its successors and permitted assigns. No amendment or modification of this Agreement shall be valid or binding on the parties unless made in writing and executed on behalf of each party by its duly authorized representative. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. If any part of this Agreement is determined to be invalid or unenforceable, then the invalid or unenforceable provision will be deemed superseded by a valid enforceable provision that most closely matches the intent of the original provision, and the remainder of the Agreement shall continue in effect.
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