Players’ Incorporated Preamble

Freedom, Integrity and Truth!

OWN IT!

In a world of desperate need, Players’ is passionate about promoting and protecting the principles of Freedom, Integrity, and Truth (“F.I.T.”) and desires to partner with individuals who share our passion. We all have an inalienable right to freedom. We all should exercise our freedom striving to live our lives with sincere integrity, seeking truth. We all should stand for and protect freedom. By promoting, protecting, and living by F.I.T. principles and helping others do the same, our reward is a rich prize of shared happiness and prosperity. If we live with Integrity by promoting and protecting Freedom and living in Truth, we will discover a path that will bring even greater levels of happiness and prosperity. We believe that rich blessings are the privilege of everyone who lives by the principles. We believe that if we seek to live these principles in partnership with each other, together we will accelerate our path to this happiness and prosperity.

We invite you to help create and grow the Players’ brand with us and together we can OWN IT!

Players’ Talent Contract

THIS PLAYERS’ TALENT CONTRACT, together with the PLAYERS’ Standard Terms and Conditions (incorporated hereto by reference and jointly referred to as the “CONTRACT”) is made effective as of the Application Date by and between Players’ Incorporated (“COMPANY”) and Talent/Applicant.

In consideration of the mutual promises, terms, conditions, and other good and valuable consideration set forth herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. CONTRACT PERIOD: The Contract Period shall begin on the Effective Date and shall continue in perpetuity, unless terminated earlier in accordance with the provisions hereof (the “Contract Period”).
2. TALENT OBLIGATIONS:
1. TALENT Social Media Obligations. TALENT shall place www.PlayersOwnIt.com on the bio section of each social media account they own in a prominent manner. TALENT shall post multiple unique posts on a monthly basis for at least 10 months out of each contract year, with at least half (1/2) of these posts being video, for each social media account TALENT has now, or creates during the Contract Period. Each post shall include at least three (3) hashtags as defined in the PLAYERS’ Social Media Endorsement Policy. The basic Social Media requirement shall be referred to as the Social Media Benchmark. These required posts shall each be unique and original content created by TALENT, or as may be provided by COMPANY from time to time, and shall feature both the COMPANY brand name and logo and the athlete’s personal endorsement. Posts shall be required on any week Talent is performing, (i.e., tournaments, game weeks, championships, concerts, or charity events, etc.). TALENT acknowledges that TALENT has received and thoroughly reviewed the PLAYERS’ Social Media Endorsement Policy. Further, TALENT agrees to and shall post in accordance with that Social Media Endorsement Policy.
2. TALENT Endorsement Obligations. TALENT agrees to endorse and promote the COMPANY and COMPANY Products by communicating their support and affiliation with the COMPANY, in a positive and uplifting manner so as to promote COMPANY Product awareness, brand awareness, and public good will. TALENT grants and assigns to COMPANY an unrestricted and worldwide license to the unlimited use of all rights in and to “TALENT Endorsements” as defined in the PLAYERS’ STANDARD TERMS & CONDITIONS. TALENT’s unrestricted and worldwide license shall include and not be limited to: TALENT Endorsements made part of or included in or on printings, videos or still images, in or on mobile or digital technologies, etc. within or in connection with the design, creation, production, advertisement, marketing, promotion and/or sale of COMPANY Products and COMPANY brands. During the Contract Period TALENT shall not, without written consent of COMPANY, enter into or maintain any agreement whatsoever that would in any way prohibit or otherwise restrict COMPANY’s use of any Endorsements contemplated hereunder. All endorsements under this paragraph shall be subject to the TALENT’s Endorsement Contributions to COMPANY Products obligations.
3. TALENT Endorsement Contributions to COMPANY Products. TALENT agrees to actively participate in the creation of COMPANY products providing TALENT identifying content and expressly authorizes COMPANY to use TALENT’s name and likeness, including, but not limited to TALENT’s: signatures/autographs, images/depictions/videos, statements endorsing the COMPANY and/or COMPANY Products, personal logos, digital avatars, etc. in the development, creation, marketing, distributing, and sale of COMPANY Products. TALENT agrees and acknowledges that upon receipt of any TALENT Endorsement Contribution, the COMPANY shall own a full and undivided interest in that corresponding COMPANY product together with all ownership, use and exploitation rights pertaining thereto, without restriction.
4. Annual Specified Appearances. Each “Contract Year” (as defined in the Standard Terms), TALENT shall make, if requested by COMPANY, up to 12 appearances (which may either be a “Personal Appearance” or an “On-line Appearance,” as each is defined in the Standard Terms) in accordance with Paragraph 5 of the Standard Terms.
3. COMPANY OBLIGATIONS: Subject to the execution of corresponding Stock Award agreements, operating agreements, and other corresponding legal documents, COMPANY shall compensate TALENT, on each anniversary of the Contract Year, a combination of the following cash, stock, or in kind compensation as defined below:
1. TALENT Social Media and Endorsement Compensation.  If TALENT fully and completely complies with all above described Social Media and TALENT Endorsement Obligations, which shall include, but shall not be limited to: the PLAYERS’ Social Media Performance Benchmark and the PLAYERS’ Social Media Endorsement Policy, then TALENT will be eligible to receive Social Media and TALENT Endorsement Compensation consistent with the PLAYERS’ General Compensation Plan. Social Media and Endorsement Compensation shall consist of the grant of shares of Class A common stock on the 1st Effective Date anniversary and additional shares of Class A common stock on each Effective Date anniversary thereafter (“Stock Award”), where the number of shares awarded shall be determined by the AWARD TIER that TALENT has qualified for as defined in the Players’ General Compensation Plan in effect at the beginning of the Contract Year for which Stock Award is being granted. Each grant of Stock Award shall be subject to a separate vesting period and certain restriction as defined in the PLAYERS’ STANDARD TERMS & CONDITIONS.
2. Social Media and TALENT Endorsement / Sales Commissions. TALENT shall be entitled to Sales Commission paid as a combination of stock and cash as defined in the PLAYERS’ General Compensation Plan. TALENT shall also be entitled to participate in any promotional sales incentive programs as may be offered by COMPANY from time to time.
3. Performance Bonuses. TALENT shall have the right to earn additional performance bonus and/or compensation as defined in any current or future general compensation plan created by COMPANY, or in future addenda as may be attached to this CONTRACT from time to time. Any addenda granting TALENT additional performance bonus or compensation, not found in this CONTRACT or the COMPANY General Compensation Plan, must be signed by both parties, and must reference and be attached to this CONTRACT.
4. Signing Promotional Bonus. IF TALENT posts 5 times within first 5 days of signing and refers three people who become Talent Shareholders within thirty (30) days of full execution of this CONTRACT, COMPANY shall grant TALENT a one-time bonus of 10 shares of fully vested Company Class A common stock.
5. Merchandise Credit. COMPANY shall provide a monthly merchandise credit to purchase PLAYERS’ Inc. branded products in accordance with Paragraph 6 of the Standard Terms, for TALENT’s personal, family, and/or professional use during tournaments, practices, games, performances, on-field play, or other public events in order to fulfill TALENT’s obligations under this CONTRACT. This merchandise credit will be an online store credit certificate sent by email to TALENT. The value of the merchandise credit may vary from time to time and will be determined by management in their sole discretion.
6. Payment in Full. TALENT hereby acknowledges the above COMPANY compensation obligations as the total of all contemplated and agreed upon compensation. TALENT is not and shall not be entitled to any additional compensation not expressly included in this TALENT CONTRACT or a subsequently agreed upon and written addendum hereto. For example: If COMPANY, in its sole discretion, produces and sells any COMPANY Products, bearing the TALENT Endorsement on or in the Product itself (a “Royalty Bearing Product”), then on such sales TALENT shall acknowledge that receipt of any grant of Stock Award and any future dividends, as declared by COMPANY from time to time, as satisfactory compensation for the use of such Endorsement, and TALENT shall be considered fully paid for all work performed and the endorsement rights granted.
4. TAXES: COMPANY shall not be responsible for any TALENT tax consequences resulting from any compensation paid to TALENT, whether that compensation be paid in cash, company stock, or in kind. TALENT shall be solely responsible for any tax reporting or payment required by law on payments they receive.
5. By signing, TALENT certifies that they understand any shares granted pursuant to this Talent CONTRACT are not publicly traded, do not have a liquid market, have a vesting schedule as defined below, do not have a guaranteed value, may be considered restricted, and may be repurchased by COMPANY according to the Standard Terms & Conditions of this CONTRACT.
6. WRITTEN COMPENSATION CONTRACT: This CONTRACT is intended: (1) to qualify as a written compensation contract that complies with all conditions of Rule 701 promulgated by the Securities and Exchange Commission under the Securities Act of 1933; (2) to qualify as a written compensation contract that complies with all conditions of the Wyoming Uniform Securities Act, Section 17-4-202(a)(xxi).

IN WITNESS WHEREOF, the parties have executed this CONTRACT and made it effective as of the DATE OF SUBMISSION.

ADDENDUM TO PLAYERS’ TALENT CONTRACT

PLAYERS’ STANDARD TERMS & CONDITIONS

1. ADDITIONAL DEFINITIONS. The terms set forth below in this Paragraph shall be defined for all purposes under this CONTRACT as follows:
1. “TALENT Endorsement” means TALENT’s name(s), nickname(s), initials, uniform number(s), autograph(s), signature(s), facsimile signature(s), voice, personal logo(s) or digital avatar(s), video or film portrayal(s), photograph(s), likeness(es) and image(s), and/or facsimile image(s) provided to COMPANY hereunder.
2. “Contract Year” is the 12 month period after the date this CONTRACT is fully executed by the signing of both parties, or any 12 month period following the anniversary of the signing of this CONTRACT by both parties.
3. “Digital Features” mean digital content or applications whether or not used in conjunction with a COMPANY Product designed to improve, encourage, support or inspire performance, fitness and/or activity.
4. “Group License” means a license effective during the Contract Period between COMPANY and any league or association the TALENT is a part of, pursuant to which COMPANY is granted rights to manufacture and sell Royalty Bearing Products which feature, either on the product or within the product line or collection, multiple active LEAGUE players.
5. “Net Sales” shall be computed by COMPANY’s accounting system, guidance for which is established by generally accepted accounting principles.
6. “COMPANY Group” means PLAYERS, Inc., ALPHA PLAYERS, LLC, WILKINSON CAPITAL PARTNERS, LLC, their licensees, distributors, subsidiaries, affiliates and any successor companies thereto.
7. “COMPANY Products” means all “Products” in connection with which, or upon which, the COMPANY name or any other trademarks or brands now or hereafter owned and/or controlled by COMPANY appear (collectively, the “COMPANY Marks”), singly or in any combination, including any Products having or including one or more TALENT Endorsement hereunder. See TALENT Endorsement Definition above.
8. “On-line Appearance” shall mean a COMPANY requested appearance under Paragraph 5 made by TALENT for the purpose of participating in real-time or digitally recorded featured interviews, extended question & answer sessions, generating e-mail, bulletin board posting, or other extended interactive communication intended for digital or internet transmission.
9. “Personal Appearance” means an appearance by TALENT made at the request, and on behalf, of COMPANY under Paragraph 5 and involving in-person contact with the public, the trade, media or invited guests including, but not limited to, in-store appearances, participation in or at athletic camps or clinics, exhibition games and skill competitions, celebrity events, trade shows, COMPANY employee gatherings, sales or account meetings.
10. “Products” means all: (i) athletic and athletically-inspired or derived footwear (including, but not limited to, shoes and sports sandals); (ii) clothing articles of an athletic or athleisure nature, including but not limited to T-shirts, base layer, recovery garments, jerseys, shorts, socks, fleece, polo shirts and headwear; (iii) accessories of an athletic or sports-related nature, including but not limited to digital assets, non fungible tokens, artwork, video assets, gloves, carrying bags, headbands and wristbands, whether; (iv) sunglasses, protective eyewear and eyewear with performance attributes; (v) fuel bands (or other arm-worn activity tracking/monitoring devices); (vi) sports equipment COMPANY currently produces, protective gear, fitness and weight training accessories); and (vii) sports equipment which COMPANY may add to its Products lines at any time during the Contract Period; provided, however, that COMPANY shall have first given specific written notice to TALENT designating any such item of merchandise as included in this sports equipment category of Products, and that as of TALENT’s receipt of such notice TALENT has not already entered into a third-party product endorsement agreement with respect to such item of sports equipment.
11. “Vesting period” means: A period of five years following the date that a Stock Award is granted, during which time shares will be restricted from resale. Five years from the date of the Stock Award, shares become 100% fully vested, though may still be restricted as may be required by securities law. During this vesting period, shares may be repurchased by company according to the provisions defined in the Rights of Termination section of this CONTRACT. If this CONTRACT terminates due to death of TALENT, all shares will immediately vest; shares will be repurchased by COMPANY at full market value of shares, if publicly traded, or at the rate of the last private equity capital raise, since time of death and paid within a 2 year period to the estate of TALENT and according to applicable law.
12. “LEAGUE” means any professional or amateur team, club, league, association, group, collegiate division, performing group, choir, band, guild, or any other organization that highlights the skills or talents of TALENT.
13. “Regular Season” means the particular game, sport, or performance schedule of TALENT(or such other number of games as may be fixed by the LEAGUE as the regular season and excludes exhibition and play-off games) played by each LEAGUE or association team; “LEAGUE Season” means all exhibition games, Regular Season games, play-off games and the all-star game, or any other performance highlighting TALENT skills. “Active Roster” means the roster of any LEAGUE. “Activity Based Information” means performance and/or activity information/data digitally collected from TALENT during competition, training or other activities.
2. USE OF COMPANY PRODUCTS. The following is not intended to conflict with LEAGUE or association requirements, or existing contracts that have been signed prior to the signing of this CONTRACT. It is TALENTS responsibility to disclose any conflict to COMPANY. Company recognizes that such LEAGUE or association requirements take precedence over any of the following provisions. In so far as COMPANY creates products, partners with third party organizations to license the use of their products, and makes said product available to TALENT, TALENT shall wear and/or use COMPANY Products  or licensed products while participating in all amateur, professional, or LEAGUE performances, shows, entertainment events, athletic or athletic-related activities, including but not limited to all TALENT skill demonstrations, concerts, events, performances, activities, LEAGUE training sessions, practices, games and skill competitions, sports-related camps, clinics, and in autograph sessions, meetings, promotional appearances, advertisements and commercials whether or not on behalf of COMPANY, all celebrity or charity events and all other occasions during which TALENT poses for photographs, discusses TALENT’s participation in or connection with sports or entertainment, or otherwise engages in athletic or athletic-related activities for which the use of any Products is appropriate. TALENT shall also make, in good faith, an effort to wear and use COMPANY Products on all other occasions in which TALENT wears or uses any product that is included as a “COMPANY Product”. TALENT shall also make best efforts, whenever possible, to wear and/or use COMPANY Products when promoting products of any other person or entity that TALENT has received written authorization from COMPANY to promote. Whereas this is an exclusive endorsement contract, TALENT shall not promote other products, brands, or entities until TALENT has recognized and provided to COMPANY written notice and an opportunity to exercise its right of first refusal. In addition, for use in competition and training, TALENT shall wear and use COMPANY Products that have been designated by COMPANY Sports Marketing for such use. COMPANY shall not be liable to TALENT for any injury or damage suffered by TALENT as a result of wearing or using COMPANY Products, except any such injury or damage resulting from the adjudicated negligence of COMPANY. TALENT specifically waives, only as against COMPANY, all express warranties and implied warranties of merchantability or fitness for a particular purpose.
3. CONSULTATION. Throughout the Contract Period, TALENT shall make himself available to render, and shall upon COMPANY’s request render, independent consulting and other personal services for the purposes of assisting COMPANY in the design, development, advertisement, marketing and/or sale of COMPANY Products and COMPANY brands. TALENT shall also, as requested, report to COMPANY, either orally or in writing if so requested, on the COMPANY Products supplied to TALENT through COMPANY's product development testing program. Such written or oral reports shall address the fit, design, wear characteristics, function, materials and construction techniques of COMPANY Products TALENT wears or uses. COMPANY shall determine in its sole discretion which, if any, of the insights, suggestions, or other input of TALENT COMPANY wishes to take into account or exploit in any way.
4. PRODUCTION COOPERATION. Throughout the Contract Period, TALENT shall, upon COMPANY’s request with reasonable prior notice and subject to TALENT’s LEAGUE commitments, make himself reasonably available in connection with the creation and/or production of advertisement, marketing or promotional materials, content or commercials. TALENT acknowledges that, except as provided below, he shall receive no additional compensation for such services (or appearances under Paragraph 5 below), it being understood that the consideration for such services is encompassed by the Base Compensation. COMPANY agrees to pay all reasonable and necessary out-of-pocket expenses incurred by TALENT in connection with any such services or appearance.
5. APPEARANCES. In connection with the promotion of COMPANY Products and/or COMPANY brands, each Contract Year, upon reasonable prior notice and subject to TALENT’s LEAGUE commitments, TALENT shall make up to the number of appearances set forth in Section D of the CONTRACT. TALENT acknowledges that his agreement to provide the appearances provided for herein is a material term of this CONTRACT. Therefore, when COMPANY requests an appearance, TALENT shall agree to the appearance within five (5) business days unless TALENT has a legitimate excuse. The determination of the legitimacy of TALENT’s reason for declining to make the appearance shall be made solely by COMPANY, acting in good faith. Should TALENT not respond to the appearance request within five (5) business days, TALENT shall be deemed to have declined the appearance request without a legitimate excuse. If during any Contract Year TALENT fails to show for an agreed appearance, or two (2) or more of COMPANY’s requests for appearances are declined without a legitimate excuse (in each case, a “Missed Appearance”), then COMPANY shall have the right to reduce Base Compensation as provided in Paragraph 10. TALENT acknowledges that any appearance canceled by TALENT after being specifically agreed to may be counted as a Missed Appearance for purposes of this Paragraph.
6. MERCHANDISE ORDERS. In accordance with Section I of the Contract Terms Sheet, TALENT shall be entitled to order COMPANY Product subject to procedures established by COMPANY for such purpose. If in any CONTRACT month TALENT does not exhaust TALENT’s monthly merchandise credit for such month, such unordered portion shall be deemed to have been forfeited. Overlimit orders, if any, shall be paid for by TALENT at the time of order by payment means accepted in the online checkout process of COMPANY website. TALENT acknowledges that certain COMPANY Products requested by TALENT for TALENT’s use as required under this CONTRACT may, at the time of such request, not be commercially available and that COMPANY’s inability to provide such requested COMPANY Products on such occasions shall not be deemed a violation or breach of this CONTRACT.
7. TALENT’S APPROVAL. Prior to any COMPANY (or agency) generated commercial use of the TALENT Endorsement in any advertising or on/in any Product not covered by a Group License, COMPANY shall not be required to submit a sample of such intended use to TALENT for approval prior to actual commercial use.
8. OWNERSHIP OF COMPANY MARKS, DESIGNS & CREATIVES. TALENT (a) acknowledges that COMPANY exclusively owns all rights, title and interest in and to the COMPANY Marks, logos, trademarks, and COMPANY Products and that COMPANY shall exclusively own all rights, title and interest in and to any logos, trademarks, service marks, characters, personas, copyrights, apparel, artwork, non-fungible tokens, or other product designs, patents, trade secrets, or other forms of intellectual property created by COMPANY (and/or its agents) or TALENT in connection with this CONTRACT, including any advertising material, personal logos, digital avatars, video materials, written copy, or any other creative content involving TALENT, created by TALENT or transmitted to COMPANY by TALENT; (b) shall completely cooperate with COMPANY in its efforts to obtain and maintain protection for such right, title and interest, including by promptly executing any documents as may be required by COMPANY in connection therewith; and (c) further acknowledges that after expiration or termination of this CONTRACT, COMPANY shall continue to have the unrestricted right to use (and without any TALENT approval) such intellectual property, including without limitation the right to re-issue a “signature” product previously associated with TALENT.
9. RIGHT OF FIRST DEALING & FIRST REFUSAL.
1. At COMPANY’s request, TALENT shall negotiate with COMPANY in good faith with respect to the terms of a renewal, change, termination, or modification of this CONTRACT at any time. The parties shall not be obligated to enter into a new agreement if they cannot settle on mutually satisfactory terms. Until thirty (30) days prior to any termination notice being delivered to COMPANY, (the “Exclusive Negotiating End Date”), TALENT shall not (nor shall TALENT permit any person or entity on TALENT’s behalf to) engage in discussions or negotiations with any third-party regarding TALENT’s wearing, sponsoring, promoting, advertising or endorsing, or providing consulting or similar services with respect to, any Products (“Endorsements/Services”) without discussing with the COMPANY these plans to enter negotiations.
2. During the Contract Period and for a period of one hundred eighty (180) days thereafter, (the “Tail Period”), COMPANY shall have the right of first refusal for Endorsements/Services, as follows. If TALENT receives any bona fide third-party offer at any time on or after the Exclusive Negotiating End Date (but within the Tail Period) with respect to any Endorsements/Services that TALENT is prepared to accept subject only to COMPANY’s rights hereunder, TALENT must submit to COMPANY in writing the specific terms of such third-party offer in its entirety in the form of a true and complete copy which must be signed on behalf of the offeror by an identified authorized representative of the offeror on the offeror’s letterhead or other identifiable stationery or imprint readily authenticatable by COMPANY as having originated with such third-party offeror. COMPANY shall have up to 20 business days from the date of its receipt of such true copy of the third-party offer to review and assess same (the “Offer Assessment Period”) and notify TALENT in writing that COMPANY has (i) matched or bettered the material, measurable and matchable terms of such third-party offer (“Matched”), or (ii) declined to match. If by the conclusion of the Offer Assessment Period COMPANY notifies TALENT that it has Matched, this CONTRACT shall be deemed amended in accordance with Paragraph 18 to incorporate the terms of the Matched third-party offer, as well as all other Endorsement/Services rights and obligations to the same extent as provided under this CONTRACT, and this CONTRACT (as amended) shall remain in effect, unless or until such time as it is replaced with an appropriately updated new COMPANY standard contract reflecting the Matched terms. If by the conclusion of the Offer Assessment Period COMPANY has not provided TALENT with notice that the tendered offer has been Matched, or COMPANY has otherwise given notice that it has declined to match, TALENT may thereafter enter into an agreement with such third-party but only on the specific terms tendered to COMPANY. If ultimately no agreement is reached with such third-party on the terms tendered to COMPANY, TALENT shall submit to COMPANY any bona fide third-party offers subsequently received during the Tail Period that TALENT is prepared to accept and such offer shall be subject to the right of first refusal process set out above in this Paragraph. Prior to the Exclusive Negotiating End Date, TALENT shall not (nor shall TALENT permit any person or entity on TALENT’s behalf to) solicit or consider, and COMPANY shall not be obligated to respond to, any third-party offer for any Endorsements/Services.
10. REDUCTION/PRORATION OF BASE COMPENSATION.
1. TALENT acknowledges that (1) the principal inducements for COMPANY’s entrance into this CONTRACT are the posting of content promoting the COMPANY to the public through posts on social media sites owned by Talent, for the use of equipment and apparel during public appearances or performances, and the television and other media exposure that the COMPANY brand receives through the prominent visibility of the COMPANY logos that appear on products that bear TALENT Endorsement, on the side (and other locations) of the equipment and apparel TALENT wears while in view of the public during performances, games, and demonstrations of TALENT skills, and (2) such continued product promotion and brand exposure is of the essence of this CONTRACT, and (3) the “polishing-out”, “spatting”, taping over, or otherwise covering or concealing the COMPANY Marks on his shoes in any manner, or wearing apparel that does not comply with Paragraph 2, or is in violation of Paragraph 2 (a “Violation”), wearing non-COMPANY equipment, or otherwise covering or concealing the COMPANY Marks on his COMPANY equipment (a “Competitor Violation”), or (4) defames, slanders, speaks negatively about, or disparages the  COMPANY, its employees, founders, executives, or directors(“Disparagement Violation”), is inconsistent with the purpose of this CONTRACT and the expected benefits to be derived from it by COMPANY and is a material breach of this CONTRACT. Accordingly:
1. if TALENT for any reason commits a Violation, a Competitor Violation, or a Disparagement Violation, COMPANY shall, in lieu of its exercise of termination rights under Paragraph 11 below, have the right (in its sole discretion) to (a) “freeze” TALENT’s access to his Merchandise Credit Account until such time as TALENT ceases to engage in such Violation, Competitor Violation, or Disparagement Violation, and/or (b) reduce by up to 100% TALENT’s annual scheduled Base Compensation (for the Contract Year in which such breach occurs).
2. If COMPANY shall lose the LEAGUE rights for exposure of its equipment or apparel with camera-visible COMPANY Marks, in lieu of COMPANY’s exercise of its termination rights under Paragraph 11 below, COMPANY shall have the right (in its sole discretion) to reduce by 30% the amount of TALENT’s annual scheduled Base Compensation.
2. In the event of Missed Appearances, COMPANY shall have the right (in its sole discretion) to reduce TALENT’s Base Compensation and other compensation for the current Contract Year by up to 25% of total Base Compensation for each Missed Appearance (after the first in each Contract Year).
3. In addition to the foregoing, COMPANY may, in its sole discretion, reduce Compensation in accordance with any one or more of the following in order to adjust for the loss of expected benefits hereunder: (i) if in any Contract Year TALENT fails to post the required number of social media content posts, or fails to perform or present to the public their primary TALENT skill (primary TALENT skill as defined on signature page), his annual stock award compensation may be reduced by up to 100% at the discretion of the COMPANY; (ii) if TALENT is not in uniform for the start of any Regular Season game, if in any Contract Year TALENT is placed on the injured reserve list during the Regular Season, if TALENT voluntarily declines to play all or any part of the Regular Season, is suspended or waived during the LEAGUE Season, retires, or ceases (for any reason) to be an LEAGUE player, if there is any LEAGUE work stoppage, his annual stock award compensation may be reduced by up to 100% at the discretion of the COMPANY.
4. In the event COMPANY exercises any right of reduction/proration, COMPANY shall have the right to withhold payment(s) of Stock Award Compensation (or other compensation, if any) and/or require return of Compensation (or other compensation, if any), which has already been paid in excess of the amount to which TALENT would be entitled once such reduction/proration was taken into account. Such reimbursement to be made to COMPANY within thirty (30) days of notice to TALENT.
11. RIGHTS OF TERMINATION.
1. Without prejudice to any other right TALENT may have hereunder or otherwise, Talent shall have the right to terminate this CONTRACT for any reason providing; (i) TALENT gives 90 days written notice of termination, (ii) TALENT sells all of their shares back to the company at par value and, (iii) COMPANY shall have a buy back period of 90 days to pay for those shares; then at the end of the 90 day buyback period, termination will become effective. If the company has made a public offering, then TALENT is at liberty to sells shares in the public market, subject to any securities laws that may apply to restricted stock shareholders.
2. Without prejudice to any other right TALENT may have hereunder or otherwise, TALENT shall have the right to terminate this CONTRACT upon written notice to COMPANY in the event of one or more of the following: (i) COMPANY is adjudicated as insolvent or declares bankruptcy; (ii) COMPANY fails to make payment to TALENT of any sums due under this CONTRACT which default is not cured within ninety (90) days following COMPANY’s receipt of written notice from TALENT of such default; or (iii) COMPANY is in material breach of this CONTRACT and fails to cure such breach within ninety (90) days following COMPANY’s receipt of written notice from TALENT of such breach.
3. Without prejudice to any other right COMPANY may have hereunder or otherwise, COMPANY shall have the right to terminate this CONTRACT and purchase shares back from TALENT at par value of shares in the event of one or more of the following: (i) the commercial value of the TALENT Endorsement and related services is substantially impaired by TALENT’s commission of any act which shocks or offends the community (including indictment for any crime or the filing of criminal charges pursuant to an equivalent process, failing an LEAGUE administered and/or sanctioned drug test or admission to a substance abuse treatment program) or which manifests contempt or disregard for the dignity of the flag of The United States of America, for diversity, public morals or decency, including moral conduct requirements outlined in COMPANY conduct policy, and as determined by the reasonable discretion of management or Company Directors; (ii) TALENT takes any action inconsistent with his recommendation and endorsement of COMPANY and/or COMPANY Products (except as to the use of competitive Product as permitted under Paragraph 2 above) and/or disparages the COMPANY brand, or discourages use of COMPANY Products in any manner whatsoever; (iv) enters into an agreement or understanding with any person or entity to wear, use, promote, or endorse Products other than COMPANY Products without the consent and written agreement of COMPANY; (v) TALENT commits a Violation (as defined in Paragraph 10) or a Competitor Violation; (vi) TALENT breaches any warranty or other of the terms of Paragraph 13; or; (viii) breaches any other material term of this CONTRACT. Termination by COMPANY for any of the foregoing reasons shall take effect immediately upon written notice from COMPANY to email provided by TALENT on signature page. COMPANY, may in its own discretion, choose to give TALENT a grace period of up to thirty (30) days to cure such breach, following receipt of written notice from COMPANY of such breach.
4. Upon termination of this CONTRACT, TALENT shall not be entitled to any further compensation under this CONTRACT except any unpaid Performance Bonus(es) earned prior to the effective date of termination and/or any unpaid Compensation to which TALENT was entitled for services actually completed as of the effective date of termination, prorated over the entire Contract Year and calculated to the effective date of termination.
5. If TALENT violates the terms of this CONTRACT, or if it is terminated for any reason outlined in Section 11(c), or if it is terminated for any other reason, the COMPANY shall have the right to repurchase all unvested shares back from TALENT for a price equal to par value. After shares have fully vested, TALENT shall not be obligated to sell shares back to COMPANY. Class A shares, and the rights of its shareholders, shall otherwise be governed by the COMPANY articles of organization and applicable securities laws.
12. RIGHT TO USE OF ENDORSEMENT UPON EXPIRATION/TERMINATION. Upon expiration or termination of this CONTRACT for any reason, COMPANY shall have the right to exhaust all advertising and promotional materials, and sell through any merchandise or products, bearing and/or including the TALENT Endorsement that were produced or ordered under this CONTRACT prior to the effective date of expiration or termination. Notwithstanding the foregoing, COMPANY shall have the right, in perpetuity, without restriction to the following: the in-house use of any materials which depict TALENT. TALENT understands COMPANY is not obligated to delete or remove any social media post, published website, blog, archival record, or Activity Based Information from any database or storage device. COMPANY shall also have the right to publish and sell any historical account of TALENT that represents the time during which this CONTRACT is active and shall have exclusive rights to such account or any proceeds derived therefrom.
13. REPRESENTATIONS, WARRANTIES, AND COVENANTS. TALENT represents, warrants and covenants that: (a) he shall not approve any use by his licensees or sponsors of any photographs or footage of TALENT in which COMPANY Marks that appear on COMPANY Products worn and/or used by TALENT have been airbrushed, digitally altered or otherwise obscured; (b) he shall not permit or authorize (except as permitted under the foregoing clause (a)), any third-party licensee of his to use any COMPANY Marks or condone any licensee’s unauthorized use thereof; (c) he is not (and shall not during the Contract Period be) party to any oral or written agreement, contract or understanding which would prevent, limit or hinder the performance of any of his obligations under this CONTRACT; (d) no third-party has or shall have any right of approval over COMPANY’s use of the TALENT Endorsement; (e) TALENT has reviewed the “Guides Concerning the Use of Endorsements and Testimonials in Advertising” (the “FTC Guides” currently available at www.ftc.gov/opa/2009/10/endortest.shtm) and shall comply therewith; and (f) during the Contract Period, he shall not (i) promote, sponsor or endorse Products, apparel, or running/fitness social networks designed, licensed, manufactured, branded, sold, hosted or presented by or on behalf of any person or entity other than COMPANY, (ii) engage in the direct sale (or the facilitation of sale) of COMPANY Products other than through COMPANY—controlled sales activities; (iii) wear and/or use Products licensed, manufactured, branded or sold by any person or entity other than COMPANY (except as permitted under Paragraph 2 above), (iv) enter into any endorsement, promotional, consulting, license, or similar agreement or understanding permitting use of the TALENT Endorsement to commence either during or after the Contract Period, with any person or entity that licenses, manufactures, brands or sells Products (whether through retail locations, exclusively on-line, by direct mail, television shopping networks or otherwise) other than COMPANY without COMPANY approval, or (v) permit a direct link, or any other means of direct connection, between any TALENT maintained or licensed website to any website, other than a website maintained by COMPANY, (or an entity under its corporate control), on which Products is sold or that is associated with any person or entity that licenses, manufactures, brands or sells Products; or (vi) take any action inconsistent with the endorsement of COMPANY Products or with his obligations under this CONTRACT. TALENT acknowledges that his direct or indirect acceptance of merchandise that is free (or offered at a discount beyond normal discounts or price reductions available to consumers or the trade) shall constitute an “agreement or understanding” for purposes of this Paragraph. This CONTRACT is not intended to violate any LEAGUE requirements, and TALENT represents and warrants that this CONTRACT does not currently violate any LEAGUE requirements or existing contracts, and TALENT covenants that in the event that they sign a contract with a LEAGUE contract that prohibits any provision of this CONTRACT, TALENT will inform COMPANY and work to resolve such LEAGUE or contractual provision that is in conflict with this CONTRACT.
14. EQUITABLE REMEDIES. In the event TALENT breaches any material term of this CONTRACT, parties agree that monetary damages are difficult, if not possible to determine, therefore COMPANY shall be entitled to injunctive relief from said violation, or from further violation of this CONTRACT, during any litigation as well as on final determination thereof, without prejudice to any other right of COMPANY hereunder or otherwise.
15. NOTICES. Any notice of breach or default shall be in writing and deemed given if sent by email,  postage prepaid via registered or certified mail, hand delivery, or by express courier service with confirmed delivery, to the breaching party at the addresses set forth in this CONTRACT (unless written notice of a change of address has been provided) and shall be deemed to have been given at the time it is sent properly addressed and posted. Notices to COMPANY shall be sent to the Legal Department, attention: Contracts TALENT Marketing.
16. GOVERNING LAW & JURISDICTION. This CONTRACT shall be governed by and construed in accordance with the laws of the State of Wyoming. Any controversy or claim arising out of or relating to this CONTRACT, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The parties hereby consent to personal jurisdiction within the State of Wyoming and to service of process by registered or certified mail addressed to the respective party as set forth above.
17. CONFIDENTIALITY. TALENT shall not (nor shall TALENT permit or cause TALENT’s agents, attorneys, accountants, representatives or employees to) disclose the financial or other material terms of this CONTRACT, the marketing plans of COMPANY, or material or information disclosed to TALENT (or by TALENT to COMPANY) pursuant to Paragraph 3 above, to any third-party, with the exception only of TALENT’s agents, attorneys, and accountants, except as may be required by law. This Paragraph shall survive the termination or expiration of this CONTRACT.
18. MISCELLANEOUS. This CONTRACT and any rights or obligations of TALENT hereunder are personal to TALENT and shall not be assigned or delegated without the prior written consent of COMPANY. This CONTRACT and any rights or obligations of COMPANY hereunder are personal to COMPANY and shall not be assigned or delegated to any entity outside the COMPANY Group and/or a digital product development partner, without TALENT’s prior reasonable approval. Nothing contained in this CONTRACT shall be construed as establishing an employer/employee, partnership, agency, or joint venture relationship between the parties. TALENT shall be solely responsible for the payment of all taxes on any consideration received under this CONTRACT. The failure at any time of either party to demand strict performance by the other party of any of the terms or conditions of this CONTRACT shall not be construed as a continuing waiver or relinquishment thereof, and either party may, at any time, demand strict and complete performance by the other party. Every provision of this CONTRACT is severable. COMPANY shall have the right to set-off any amounts owed by TALENT to COMPANY, hereunder or otherwise, against any amounts owed by COMPANY to TALENT. This CONTRACT shall constitute the entire understanding between TALENT and COMPANY and may not be altered or modified except by a written agreement, signed by both parties, as otherwise provided in accordance with Paragraph 9(b) above. Any previous agreements between the parties shall have no further force or effect. This CONTRACT may be executed in counterparts. Each counterpart will be considered an original, and all of them, taken together, will constitute a single legal instrument. This CONTRACT may be executed manually or by the application of digital or electronic signatures utilizing any commercially available electronic signature software tools or web site platform. Once executed, this CONTRACT may be delivered electronically via facsimile transmission, email attachment or web site notification and download, and any such delivery will have the same effect as physical delivery of a signed original.

By joining the Players' Own It Affiliate program, you signify your approval of the terms set out in this Privacy Policy, and other terms and conditions. If you do not agree to this Privacy Policy, you must not use the affiliate marketing system.

We may update this Privacy Policy from time to time in order to reflect, for example, changes to our privacy practices or for other operational, legal, or regulatory reasons. By continuing to our affiliate program after these changes are posted, you agree to the revised policy.

Personal Information Controller

Any personal information provided to or gathered by UpPromote under this Privacy Notice will be stored and controlled by UpPromote (the data controller).

Information collected from Merchants

When merchant uses the app, we are automatically able to access certain types of information from your Shopify account such as email, first name, last name, shop information (shop domain, shop currency, shop address …). We collect this information to provide you with our Services; for example, to confirm your identity, contact you, provide customer support when you contact us, provide you with advertising and marketing activities.

Information collected from Affiliates

When an Affiliate signs up to join a program, we collect some information to inform merchants such as email, personal information, payment details and social network information,...The information would help merchant evaluate affiliate background and potential, along with process specific activities within the app and contact affiliate if needed.

Information collected from Customers when visiting merchant website

In order to track referral order, when customers visit merchant website and make a purchase, UpPromote system will collect information of order such as total order, order items, order ID,....

About Cookies

“Cookies” are data files that are placed on your device or computer and often include an anonymous unique identifier.

Cookies are created when a user's browser loads a particular website. The website sends information to the browser which then creates a text file. Every time the user goes back to the same website, the browser retrieves and sends this file to the website's server.

For more information about cookies, including how to disable them, visit allaboutcookies.org.

Because cookies allow you to take advantage of some of Affiliate marketing system’s essential features, we recommend that you leave them turned on.

Information sharing

Ensuring your privacy is important to us. We do not share your personal information with third parties except as described in this privacy policy. We may share your personal information with third-party service providers who we employ to process specific functions; examples include providing email marketing activity, analyzing data and other marketing support,... Third-party service providers have access to personal information only as needed to perform their functions and they must process the personal information in accordance with this Privacy Policy.

We may also disclose your personal information to any third party with your prior consent.

Use of UpPromote app by Children

UpPromote is not intended for children. If you are under 13, you may use the affiliate marketing system only with the supervision of your parent or guardian.

Your Rights

UpPromote understands that you have rights over your personal information, and takes reasonable steps to allow you to access, correct, amend, delete, port, or limit the use of your personal information. If you are using the system and wish to exercise these right, please contact us through chris@wilkinsoncapital.com. We may require that you provide us with acceptable verification of your identity before providing access to such information.

If you are an affiliate and wish to exercise these rights, please contact the merchant you interacted with directly — we serve as a processor on their behalf, and can only forward your request to them to allow them to respond.

Contact information

If you have any questions about your personal data or this Privacy Policy, or if you would like to file a complaint about how we process your personal data, please contact us by email at chris@wilkinsoncapital.com