ATHLETE TERMS AND CONDITIONS
"The Legal Stuff"
1. This Athlete Agreement (“Agreement”) is entered into by Titan Performance, LLC dba Titan Clothing (“Company”) whose principal place of business is located at 21720 S Wilmington Ave STE 305, Carson, CA 90810 (“Company”) and the Athlete (“Athlete”).
2. Athlete agrees to encourage followers to follow and subscribe to Company’s Instagram following and newsletters
3. Athlete represents that She is engaged in an independent calling and has complied with all local, state, and federal laws regarding business permits and licenses that may be required to carry out the independent calling and to perform the services to be performed under this Agreement.
4. In consideration of these recitals and the promises set forth in this Agreement, Company and Athlete agree to the following:
SERVICES TO BE RENDERED
5. Company retains Athlete to perform the following services for Company:
The Athlete shall post a minimum of XXX permanent posts and XXX story posts per calendar month with Athlete wearing clothing materials provided by Company. Posts should be posted on the Instagram account with the highest traffic if multiple accounts exist for the Athlete. Athlete agrees to exclusively wear Company apparel in the required photos on the Instagram account with the highest traffic. The Athlete is not permitted to promote any other activewear brand's referral code on any social media channel. Brands outside the activewear niche are exempt from this rule. No logos of other clothing brands may be seen on Athletes Instagram posts other than Company’s clothing brands. Independent Contractor will only tag @Titan @Titan_Fam; #TitanStrong; (@Titan.CBD on CBD focused posts) in the photo and in the photo’s caption. Athlete is granted 2 sponsored giveaways to share with their followers throughout the course of this Agreement (must be organized with the primary contact, AKA: Bee (@beeatree)). Athlete is required to attend at least one photoshoot every other month to create professional content with our contracted photographer. There are exceptions for working with other photographers / videographers. Food and transportation will be at Company’s expense. Athlete must include @Titan in his/her Instagram Bio, along with www.Titan.Clothing linked either in a highlight, linktree or main link.The Athlete is permitted to promote any other brand with 20,000 Instagram followers or less on social media without Company’s approval.
6. Athlete will supply all equipment, tools, materials, and supplies necessary to perform the services under this Agreement, except that Company will supply Athlete with Company’s clothing material.
7. Company will not reimburse Athlete for any expenses incurred by Athlete as a result of services rendered under this Agreement, including, but not limited to, car related expenses, telephone expenses, and expenses related to photography services. Athlete is solely responsible for these expenses.
8. Athlete may or may not, as Athlete so chooses, retain employees or assistants to assist the Athlete. Company is not responsible for the compensation or instruction of Athlete's employees or assistants and these employees or assistants remain the sole responsibility of Athlete.
9. The Athlete shall have control and discretion over the means and manner of performance of the services in achieving the result of the work to be performed. The Athlete shall supply all necessary equipment, materials and supplies and shall not rely on the equipment or offices of the Company for completion of the services to be performed pursuant to this Agreement. The Company retains the right to inspect, stop, or alter the work of the Athlete to assure its conformity with this Agreement.
10. The Athlete will not be required to follow or establish a regular or daily work schedule, but shall devote during the term of this Agreement the time, energy and skill as necessary to perform the services of this engagement and shall, periodically or at any time upon the request of the Company, submit information as to the amount of time worked and scope of work performed.
11. This Agreement does not constitute a hiring by either party. Under this Agreement, the Athlete shall have an independent contractor status and shall not be an employee for any purpose, including but not limited to, the application of the Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, any state revenue and taxation code relating to income tax withholding at the source of income, workers' compensation, and other benefit payments and third party liability claims. To the extent applicable, the Athlete shall procure sufficient insurance to cover general liability, personal injury, and property damage. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by the Athlete unless specifically authorized in writing. The Athlete shall act solely as an independent contractor and not as an employee or an agent of the Company. The Athlete is not authorized to enter into contracts or agreements on behalf of the Company or to otherwise bind the Company in any manner or create obligations of the Company to third parties.
12. Nothing in this Agreement shall be construed to interfere with or otherwise affect the rendering of services by the Athlete in accordance with his or her independent and professional judgment. The Athlete shall perform the services in a good and workmanlike manner and in accordance with generally accepted industry practices.
13.The Athlete agrees that the services to be performed pursuant to this Agreement, including all tasks, duties, results, inventions and intellectual property developed or performed pursuant to this Agreement, are considered "work made for hire" as defined in 17 U.S.C. Section 101, and that any such work is by virtue of this Agreement assigned to the Company and shall be the sole property of Company for all purposes, including, but not limited to, copyright, trademark, service mark, patent, and trade secret laws. In the event that any work created by the Athlete does not qualify as a work made for hire, the Athlete agrees to assign his or her right in the work to the Company. The Athlete agrees to execute any and all documents prepared by the Company and to do all other lawful acts as may be required by the Company to establish, document, and protect such rights.
14. The Athlete agrees to indemnify and hold harmless the Company from any and all claims by the Athlete, which may arise out of and in the course of the performance of his or her duties hereunder. This section shall not affect any other remedies either party may have under this Agreement. The Athlete expressly waives any and all claims for unemployment benefits and/or workers' compensation benefits and shall maintain same as necessary in connection with the performance of services required by the Company.
15. The Athlete agrees not to disclose or communicate, in any manner, either during or after the term of this Agreement, any proprietary information about the Company, including but not limited to, the names of its customers, marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of the Company. The Athlete understands that any breach of this provision, or that of any other Confidentiality and Non-Disclosure Agreement, is a material breach of this Agreement. Upon termination or expiration of this Agreement, the Athlete shall deliver all records, data, information, and other documents produced or acquired during the performance of this Agreement and all copies thereof to the Company. Such material shall remain the property of the Company.
16. The Athlete shall not, during the term of this Agreement and for a period of one yearimmediately following termination of this Agreement, either directly or indirectly, call on, solicit, or take away, or attempt to call on, solicit, or take away, any of the customers or clients of the Company on whom Athlete called or became acquainted with during the term of this Agreement, either for his or her own benefit, or for the benefit of any other person, firm, corporation or organization.
17. Services supplied to the Company by Consultant under Article II, paragraph 5 of this Agreement shall be charged to Company at a rate of XXX per month plus a XXX commission of online sales that can be traced by Athlete’s Services. This is unique to the given contract.
TAXES AND INSURANCE
18. Athlete agrees that it is Athlete's exclusive responsibility to provide all employment taxes, insurance premiums, and local, state, and federal taxes related
to this Agreement. Neither FICA (Social Security), FUTA (Federal Employment), nor local, state, or federal income taxes will be withheld from payments to Athlete from Company.
19. This Agreement shall be governed and interpreted in accordance with the laws of the State of California. Jurisdiction and venue for all purposes shall be in the County of Los Angeles State of California.
20. Should any portion of this Agreement be found to be invalid or unlawful, the remainder of the Agreement shall continue to be enforceable.
21. The parties' entire understanding is set forth in this Agreement. Any prior or contemporaneous promises or understandings are superseded by the terms of this Agreement. This Agreement may only be amended or altered by another written Agreement executed by both parties.
TERMINATION OF AGREEMENT
22. This Agreement shall come into effect as of the date of this Agreement and shall be binding for an initial term for a period of six (6) months commencing as of the date hereof.
23. Company may terminate this contract at anytime. This Agreement may be terminated prior to the completion or achievement of the services to be performed by either party giving five (5) days' written notice. Upon the termination of this Agreement it is understood that that the relationship between the parties has ended and the Company shall not be liable for, nor shall the Athlete be liable to perform, any services or expenses incurred after the receipt of notice of termination. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement.
24. Arbitration of Disputes.Any dispute between Company and Athlete arising under this Agreement shall be resolved by binding arbitration at a forum in Los Angeles County, California in accordance with the rules of (e.g., American Arbitration Association or JAMS or CCP § 1280 et seq.).
Company has explained to the Athlete regarding such arbitration that:
- The parties are waiving their right to a jury trial and to seek remedies available in court proceedings;
- Pre-arbitration discovery is generally more limited than and different from the court proceedings;
- Arbitration costs may have to be paid prior to commencement of arbitration and may be substantially greater than court costs;
- The arbitrator’s award is not required to include factual finding or legal reasoning; and
- Any party’s right to appeal or seek modification of the award is strictly limited and the award is final and binding on the parties except as otherwise provided by law.