Terms and Conditions

Talent shall render promotional services (the “Services”) to Company as follows.  Remember, this is the minimum requirement.  The more you post, the more you make.

START DATE: Effective upon electronically submitting to Company

End Date – 14 Days after Services are fulfilled by Talent

Company shall pay to Talent a $5.00 commission for each 1 bulk gummy pouch sold.  Payments will be made via Paypal and may take up to 14 days to process.  Commissions are ongoing for 12 months.  At the end of 12 months, it is the talents responsibility to renew the affiliate contract.  If the contract is not renewed, talent will not receive any additional commissions and the agreement will be terminated.  Both Talent and Company may terminate this agreement at any time for any reason.

The content of this Agreement is confidential and shall not be divulged to any third party (except for the parties’ attorneys, agents, and professional advisors) without the other party’s prior written consent, unless otherwise required by law. The parties acknowledge and agree that this Agreement may be subject to the approval of Talent’s postsecondary educational institution (or other academic institution) as is, or may be, required by applicable state law or governmental mandate.  Accordingly, the parties acknowledge and agree that this Agreement will be disclosed to such institution prior to the execution hereof, and will be void ab initio if such approval, to the extent required, is denied. The Standard Terms & Conditions attached hereto are made a part hereof by reference and incorporation.

1. Legal Compliance & Approval Rights.  Talent shall comply with all applicable laws relating to the Posts and Services (including, without limitation, those of each collegiate athletic program, conference, or other sports organization that has jurisdiction over Talent), for example, which includes “#sponsored,” “#ad,” or other FTC-compliant hashtags or disclosures. Talent shall have the right to modify the proposed text and approve the final version of any and all Posts.

2. Confidentiality. “Confidential Information” means the existence and terms of this Agreement, any private and/or personal information regarding Talent (e.g., address, phone number, email address, etc.), and any information reasonably understood to be confidential, whether written or oral, tangible or intangible, disclosed by one party or any of its agents (“Disclosing Party”) to the other party or any of its agents (“Receiving Party”), or which may otherwise become known to the Receiving Party regarding the Disclosing Party or its business or personal affairs. During and after the Term, the Receiving Party shall hold in trust and confidence, and take reasonable precautions to protect, all Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include information that: (i) is generally available to the public other than through disclosure by the Receiving Party; (ii) was or becomes available to the Receiving Party from a third-party source that lawfully obtained the information; or (iii) is independently developed by the Receiving Party without use of any Confidential Information. Talent may also provide a copy of this Agreement to Talent’s postsecondary institution, to the extent required by applicable state law or school policy. During the Term and for a period of one (1) year thereafter, Company shall not disparage or otherwise make or cause to be made any statement that casts a negative light on Talent. If Company breaches the foregoing sentence, Talent damages shall be limited to an amount less than or equal to the Fee. During the Term and for a period of one (1) year thereafter, Talent shall not disparage or otherwise make or cause to be made any statement that casts a negative light on Company.

3. Dispute Resolution & Choice of Law. Talent and Company agree to resolve any disputes through binding and final arbitration instead of through court proceedings. Both parties hereby waive any right to a jury trial of any controversy, claim, counterclaim, or other dispute arising between Talent and Company relating to this agreement (each a “Claim,” and collectively, “Claims”). Any Claim will be submitted for binding arbitration in accordance with the Rules of the American Arbitration Association (“AAA Rules”). The arbitration will be heard and determined by a single arbitrator. The arbitrator’s decision will be in writing, will include the arbitrator’s reasons for the decision, will be final and binding upon the parties, and may be enforced in any court of competent jurisdiction. The parties agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs, or other documents submitted or exchanged, any testimony or other oral submissions, and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration or by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies. These Terms will be governed by and construed in accordance with the laws of the State of Utah, without giving effect to any conflict of laws rules or provisions. You agree that any action of whatever nature arising from or relating to these Terms or our Services that is filed consistent with this section, will be filed only in the state or federal courts located in Salt Lake County, State of Utah. Talent consents and submits to the personal jurisdiction of such courts for the purposes of any such action.

4. Indemnity: Indemnification:

1. Company hereby agrees to be solely responsible for, defend, hold harmless, exonerate and indemnify Talent, his agent and other representatives from and against any losses, damages and expenses (including reasonable attorney’s fees and disbursements) arising out of, or   resulting from:

1. 1. a claim that the use of the intellectual property as authorized in the Agreement violates or infringes upon the trademark, copyright or other intellectual property rights of a third party; or
   2. a breach of the Agreement by Company.

2. In the event of a claim against Talent as described above in Section 4.A, Talent shall give Company prompt written notice of such claim so that Company may take appropriate action. In the event that Company is contacted about such a claim, and Talent is not aware of the claim, Company shall give Talent prompt written notice of the claim. Talent shall have the right to undertake and conduct the defense of any such claim referred to above. Talent shall have the right to defend any such claim with attorneys of its own selection; however, such attorneys shall not to be selected without the prior written approval of Company, which approval shall not be unreasonably withheld. Should Talent decide not to defend any such claim, Company shall have the right to defend the claim with attorneys of its own selection. In any instance to which the foregoing indemnities pertain, Talent shall keep Company fully advised of all developments and shall not enter into a settlement of any such claim without Company’s prior written approval.

3. Company shall obtain and keep in full force and effect, at its sole cost and expense, a policy of insurance insuring against those risks and in such amounts as customarily insured under comprehensive general liability policies in consideration of Company’s business.

5. Miscellaneous. Talent and Company each represent and warrant that (a) they have the full power and authority to enter into and perform their obligations under this Agreement, without violating the legal or equitable rights of any third party, and (b) this Agreement constitutes a valid and binding obligation of such Party, enforceable against it in accordance with the terms hereof. Talent’s relationship with Company shall be that of an independent contractor, neither party may bind or obligate the other party in any way, and Talent shall have full control over the mode of Talent’s performance hereunder. This Agreement (i) has been jointly negotiated by both parties with the advice of counsel, (ii) represents the entire understanding of the parties with respect to the subject matter hereof, and (iii) may be executed in multiple counterparts (including by electronic and PDF signatures).  If any provision hereof is invalid or unenforceable, the remaining provisions hereof shall remain in full force and effect.  No provision hereof may be modified, waived, or assigned except by a written instrument executed by both parties. If the person signing this Agreement is doing so as a representative of either party, such person represents he/she has express authority to bind such party. Notices to each party shall be sent by overnight mail and e-mail to the addresses listed above, with a copy of all notices to Talent sent concurrently attention to General Counsel at the same address.