Last Updated: July 14, 2018
Terms of Representation
THIS AGREEMENT is entered into as of today (“Effective Date”) between Watman (“Company”), an Idaho limited liability company, having a principal place of business at https://staplefitness.com and you (“Representative”), an individual, having principal place of business on the Staple App (“Staple App”).
- The term of this Agreement shall be for a period of three months beginning on the Effective Date (“Term”). At the end of the Term, and upon Representative’s satisfactory performance, Company may elect to renew this Agreement for successive three-month terms (each a “Renewal Term”).
- Independent Representative. It is the express intention of the parties that Representative is an independent Representative and not an employee, joint venturer or partner of Company. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Company and Representative or any employee or agent of Representative.
- Representative agrees to provide services as follows: to act as an independent marketing representative seeking individuals to download the Staple App; seek subscribers of Representative on the App; to promote and enhance the reputation of Company’s App by posting Representative’s meals, workout plans, goals, results, etc. to be shared with bona fide users of the App.
- Intellectual Property. Representative shall not acquire any rights to any trademark, copyright, patent, or other intellectual property of Company. If, during the term of this Agreement, any such rights should become vested in Representative by operation of law or otherwise, Representative shall, on Company’s request, or on the termination or expiration of this Agreement, forthwith assign any and all such rights, together with any goodwill appurtenant thereto, to Company.
- Method and Location of Performance. Representative will determine the method, details, and means of performing the above-described services, consistent with the requirements of this Agreement. Company shall have no right to, and shall not, control the manner or determine the method of accomplishing Representative’s services. Representative shall perform the services required by this Agreement at a location of Representative’s choice and at such times as Representative shall determine.
- Company shall pay Representative a commission equal to twenty percent (20%) of the sales price per bona fide user that purchases a subscription for the Staple App using Representative’s referral link. Company shall calculate the total amount of sales obtained by Representative and multiply by twenty percent (20%). Representative agrees and accepts that bona fide users attributable to Representative will be vetted and calculated in Company’s sole discretion in the ordinary course of business. A bona fide user will only be credited to a single Representative when the user installs and purchases a subscription to the Staple App from the Representative’s referral link. Representative will continue receiving twenty percent (20%) credit as long as the bona fide user continues to have an active and paying subscription to the Staple App and the terms of this agreement are still in effect. No more than one representative will earn commission for the same subscriber.
Premier affiliates will also receive an additional (5%) per subscription earned by their sub affiliates.
- Such commissions shall be due and payable by the 25th day of the month following the user calculations. Payments will be distributed within 30 days of receiving proceeds from Apple. This results in a one to two-month delay for payout for each user.
- Representative shall be responsible for all costs and expenses incident to the performance of services for Company, including but not limited to, all costs of meals, gym memberships, and travel. Company shall not be responsible for any expenses incurred by Representative in performing services for Company.
- Obligations of Representative. Representative agrees to regularly post through the App, workouts, meals, etc. to promote new subscribers and retention of existing subscribers.
- Memberships and Equipment. Representative will be responsible for all gym memberships and equipments required to perform the services under this Agreement. Representative is not required to purchase any memberships or equipment.
- Workers Compensation. Representative understands and agrees that Representative is an independent contractor and is not covered by Company’s workers compensation insurance policy in the event of any injuries while in the performance of Representative’s responsibilities under this Agreement. Representative agrees to obtain all necessary workers compensation, liability and other insurance coverage required by law and/or necessary to cover any work related injury. Representative further agrees that in the event Representative does not carry such insurance coverage, or Representative allows such coverage to lapse, Representative will indemnify, defend and hold Company harmless from any and all claims arising out of any injury, disability, or death of Representative.
- Representative shall indemnify and save harmless Company, its directors, officers, employees, and agents (collectively the “Indemnified Parties”) from and against all losses, liabilities, claims, or demands whatsoever (including, without limitation, costs and expenses in connection therewith), arising out of any personal injury or death, or (except as specifically provided herein) out of any damage to or loss or destruction of property, in any manner based upon, occasioned by, or attributable or related to the performance of this Agreement or any part of the same by Representative, any employee of Representative, or any other person acting on behalf of Representative, except to the extent that such injury to or death of persons or damage to or loss or destruction of property is due to the negligence of Company.
- Representative is responsible for paying all required state and federal taxes associated with the commission and Representatives personal income tax. In particular, Company WILL NOT:
- withhold FICA (Social Security) from Representative’s payments;
- make state or federal unemployment insurance contributions on behalf of Representative;
- withhold state or federal income tax from payment to Representative;
- make disability insurance contributions on behalf of Representative;
- obtain workers’ compensation insurance on behalf of Representative.
- Unacceptable Behavior. Representatives are expected to adhere to the following guidelines. If Watman LLC feels a representative has violated any of the following terms, that representative is subject to immediate termination of contract. We reserve the right to terminate contracts at any time if we feel termination is warranted. The following behavior is warrant for termination:
- Representatives shall not disclose any information regarding compensation for promotion of the app to any potential subscriber or audience.
- Representatives shall not speak on behalf of Staple, Staple Fitness, or Watman LLC.
- Representatives shall not post any crude, profane, or inappropriate content either on Staple or across other media platforms.
- Representatives shall not defame the name, brand, or functions herein of Staple Fitness.
- Representatives shall not promote any business entity that could be considered a competing brand or business.
- Representatives shall not use the Staple App to promote other business ventures.
- This Agreement shall terminate automatically on the occurrence of any of the following events: (i) bankruptcy or insolvency of either party; (ii) sale of the business of either party; (iii) Death of Representative. Company may terminate this Agreement at Company’s sole discretion at any time by providing ten (10) days’ prior written notification to Representative.
- Termination for Cause. Should either Party default in the performance of this Agreement or materially breach any of its provisions, the non-defaulting Party, at its option, may terminate this Agreement by giving written notification to the defaulting party.
- Effects of Termination. Upon termination hereof, Company shall owe Representative commission for subscribers existing at the time of termination, but not yet paid by Company. Once the termination becomes effective, Representative will no longer be entitled to future payments regardless of whether users attributable to Representative continue using the Staple App.
- Representative acknowledges that Company has invested substantial time, effort and expense in compiling its confidential, proprietary and trade secret information and in obtaining users of the App. In order to protect customers and the confidentiality of Company’s confidential, proprietary and trade secret information, during all times that this Agreement is in effect, and for three years following the termination of this Agreement; provided, however, after such three year period, the parties’ obligations of secrecy and restricted use shall continue indefinitely with respect to any Confidential Information that is identified as a trade secret, Representative agrees to the following:
- During the term and following termination of this Agreement Representative shall not in any manner disparage Company, the App, the business conducted by Company or any shareholder, director, officer, employee or agent of Company.
- Representative acknowledges that during the course of this Agreement being in effect, that Representative will receive and have access to confidential, proprietary or trade secret information concerning Company. Confidential, proprietary and trade secret information is defined as any information, formula, process, pattern, program, device, method or technique, or any compilation of information that the Company designates as confidential, proprietary and/or as trade secrets. Information currently designated as confidential, proprietary and trade secret, includes any and all technical and non-technical information including copyright, trade secrets, know-how, processes, software programs computer data and formulae related to the current, future and proposed products and services of Company, and includes, without limitation, financial information, customer lists, business forecasts, marketing plans, its respective information concerning scientific matters, manufacturing operations and processes, compositions, ingredients, devices, methods, machinery, apparatus, tools, appliances, experiments, research, inventions, designs and drawings, plans, books, customers, suppliers, prices, costs, discounts, production, sales, inventories, properties, and any other information which if disclosed might be harmful or adverse to the interests of Company. Information currently designated as confidential, proprietary or trade secret information also includes confidential, proprietary or trade secret information of any third party that may disclose such information to Company or employee in the course of Company’s business. During all times that this Agreement is in effect, and at any time after termination of the Agreement, Representative shall not, without prior written consent of Company, publish or use or disclose to anyone other than authorized Company personnel, any of the Company’s confidential, proprietary and/or trade secret information. Representative understands and agrees that the unauthorized disclosure or misuse of such confidential, proprietary or trade secret information could irreparably damage Company and/or third parties dealing with Company.
- Any notices to be given hereunder by either party to the other may be effected either by personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing in the introductory paragraph of this agreement, but each party may change the address by written notice in accordance with this paragraph. Notices delivered personally will be deemed communicated as of actual receipt; mailed notices will be deemed communicated as of two (2) days after mailing.
- The headings used in this Agreement, are for ease of reference only and shall not in any way be construed to limit or alter the meaning of any provision.
- Neither this Agreement nor any duties or obligations under this Agreement may be assigned by either Party without the prior written consent of the other.
- Entire Agreement.This Agreement supersedes any and all agreements, either oral or written, between the parties hereto with respect to the rendering of services by Representative for Company and contains all the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement, or promise not contained in this Agreement shall be valid or binding. Any modification of this Agreement will be effective only if it is in writing signed by the party to be changed.
- If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.
- Attorney’s Fees. If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys’ fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled.
- Governing Law.This Agreement shall be construed in accordance with and governed by the laws of the state of Idaho. The venue for any litigation to enforce the terms and conditions of this agreement shall be in the county of Ada, state of Idaho or the United States District Court, District of Idaho, Southern Division, and the prevailing party shall be entitled to an award of attorney’s fees.