LAUNCH TEAM MEMBER AGREEMENT
THIS LAUNCH TEAM MEMBER AGREEMENT (“Agreement”) is made and entered into by and between Bullrush Entertainment LLC, a Nevada limited liability company (the “Company”), and undersigned, an existing Affiliate, (the “Launch Team Member”) (each herein referred to individually as a “Party,” or collectively as the “Parties”.
The undersigned is already registered as an Affiliate and desires to provide Company marketing related services and Company desires to retain such services from Affiliate. In consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, the parties agree as follows:
1. SERVICES
1.1 Launch Team Member will facilitate the marketing of Company products including online entertainment on Bullrush.com and educational content on BullrushAcademy.com (the “Company Product).
1.1.1 Launch Team Member shall provide at least two (2) posts during the term of the contract on social media channels on each of Instagram, Facebook YouTube, Twitch, and X. The post must include Company Product and its logo and wordmark, which should be clear, in focus, and the highlight on the image. Photos should always include the website and logo. Themes to post should include contests (such as trading challenges, head-to-head, trivia, etc.), education (such as, trading basics, funding, gaming, leverage models) and overall promotion of the Company Product. Company Product can be alone in a staged video, photo, or with the Launch Team Member in an image. @bullrush should be tagged. Hashtags include: #Bullrush, #trading, #Brtrading, #BRchallenge, and others as instructed by the Company.
1.1.2 If requested by the Company, the Launch Team Member will be required to include a disclaimer on all posts stating that the Launch Team Member is a paid influencer of the Company and receives Compensation from same.
1.2 Performance. Launch Team Member will use its best efforts to perform the Services in a manner satisfactory to Company, including without limitation, in an ethical, efficient, expeditious and professional manner. In performing the Services, Launch Team Member will: (a) not mislead, lie, and misrepresent Company and Company products; (b) not use or disclose to a third party any confidential information; (c) not misrepresent the relationship between Company and Launch Team Members; and (d) comply with all applicable laws, ordinances, rules, regulations, orders, licenses, permits and other governmental requirements. Launch Team Member agrees that the Company maintains the final decision on the content of any Company Product produced by the Launch Team Member and may instruct the Launch Team Member to remove posts, videos, or any other content immediately upon request.
1.3 Material disclosures; Compliance with FTC Guidelines. When publishing posts/statuses about the Company’s products, the Launch Team Member must clearly disclose his/her “material connection” with the Company, including the fact that the Launch Team Member was given consideration, was provided with certain experiences or is being paid for a particular service. The above disclosure should be clear and prominent and made in close proximity to any statements that the Launch Team Member makes about the Company or the Company Product. This disclosure is required regardless of any space limitations of the medium (e.g., Instagram), where the disclosure can be made via hashtags (e.g., #sponsored). The Launch Team Member’s statements should always reflect the Launch Team Member’s honest and truthful opinions and actual experiences. The Launch Team Member should only make factual statements about the Company or the Company Product which the Launch Team Member knows for certain are true and can be verified.
1.4 No Conflicting Obligations. Launch Team Member represents that it does not have, and agrees that it will not enter into, any agreement, obligation, duty or commitment with any third party that conflicts with any provision of the Agreement or any of the Launch Team Member’s obligations, duties or commitments under the Agreement.
1.5 Materials. All files and materials generated during the course of the Services belong to the Launch Team Member, subject to Article 5 of the Agreement.
2. COMPENSATION AND OBLIGATIONS
2.1 Free Sample(s). Company may provide Launch Team Member which may include, at the Company’s sole discretion, the following to support Launch Team Member’s activities:
One (1) free entry to a Company Challenge or trading contest of Launch Team Member’s choosing per month;
• Discount code to share with Launch Team Member’s community;
• Free product for Launch Team Member’s quarterly giveaways, which will be fulfilled by the Company;
• Exclusive, ongoing product discounts;
• Ongoing information and resources;
• Invitations to Company community events;
• Access to Company’s (Facebook/Instagram/X/Discord/SnapChat/TikTok) communities.
2.2 Compensation. In full consideration of the Launch Team Member’s performance of the Services under this Agreement, during the Term the Launch Team Member shall be paid the amount agreed upon between the Launch Team Member and Company as set forth on Exhibit A. The Launch Team Member will otherwise perform the Services at his/her own expense and use his/her own resources and equipment. The Launch Team Member acknowledges that the agreed upon compensation represents the Launch Team Member’s entire compensation with respect to this Agreement and the Company shall have no other obligation for any other compensation to or expenses or costs incurred by the Launch Team Member in connection with the performance of its Services under this Agreement.
2.3 Payment Terms. Payments will be made to the Launch Team Member on a monthly basis.
3. TERM
(1) 3.1 Term. This Agreement shall begin on the Effective Date and continue for One (1) week, the “Term“.
3.2 Termination. Either party may terminate the Services at any time upon written notice. Any marketing material provided by Company to Launch Team Member in connection with the Services shall be returned to Company immediately upon the termination of this Agreement.
3.3 Survival. The provision of Sections 3- 5, 10-13 and 15 shall survive the termination of this Agreement and remain in full force and effect thereafter.
4. CONFIDENTIALITY
Launch Team Member understands that Company may disclose Confidential Information (as defined below), which is important to its business, and that this Agreement creates a relationship of confidence and trust between Launch Team Member and Company with regard to the Confidential Information.
4.1 Confidential Information. For purposes of this Agreement, “Confidential Information” is information that (a) has been developed, created, or discovered by or on behalf of Company, or (b) is learned, developed, created, or discovered by Company, or (c) will become known to the Launch Team Member, which has commercial value in Company’s business. “Confidential Information” includes, but is not limited to, financial data, customer information, clients list, supplier information, ideas, concepts, designs, expressions, composition of matters, formulas, products, methods, technologies, know-how, works of authorship, source and object code, algorithms, processes, data, computer programs, ideas, techniques, and inventions (whether patentable or not).
Confidential Information does not include information that: (a) is rightfully known by Launch Team Member without any limitation on use or disclosure before receipt from Company; (b) enters or has entered the public domain through no fault of Launch Team Member; or (c) is rightfully received by Launch Team Member from a third party without any obligation of confidentiality. Launch Team Member understands and agrees that this service relationship creates a relationship of confidence and trust between Company and Launch Team Member with respect to Confidential Information.
4.2 Security Assurance. At all times, both during the term of this Agreement and after its termination, Launch Team Member will keep in confidence and trust, and will not use or disclose, any Confidential Information without the prior written consent of Company, except (a) as may be necessary in the ordinary course of performing the Services under this Agreement for the benefit of Company, (b) as required by law or legal process, (c) during the course of litigation, so long as the disclosure is restricted in the same manner as the confidential information of other parties, and (d) in confidence to its legal counsel solely in
connection with this Agreement. But, with respect to (a) through (d) above, (i) Launch Team Member shall use all reasonable legal means available to minimize disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available, and (ii) Launch Team Member will provide Company with at least 30 days prior written notice of disclosure to any third party.
4.3 Period of Protection. Except for with respect to the financial terms of this Agreement, for which the confidentiality obligations of the parties will survive indefinitely, the obligations of the parties under this Section 3 will survive for a period of ten (10) years after disclosure to Launch Team Member by Company of the relevant item of Confidential Information.
5. OWNERSHIP
5.1 Assignment of Work Products. Launch Team Member agrees that all right, title, and interest in and to any material, notes, records, drawings, designs, videos, audios, photographs, arts, designs, literature or music compositions, strategies, inventions, concepts, improvements, developments, posts authored, invented, developed or reduced to practice by Launch Team Member, solely or in collaboration with others, copyrightable or not, during the term of this Agreement and arising out of, or in connection with, performing the Services under this Agreement and any copyrights, patents, trade secrets, mask work rights or other intellectual property rights relating to the foregoing (collectively, “Work Products”), are the sole property of the Launch Team Member. Notwithstanding the above, Launch Team Member also agrees to deliver and assign (or cause to be assigned) and hereby irrevocably assigns fully to the Company all right, title and interest in and to certain Work Products when requested in writing by Company.
5.2 Pre-Existing Materials. Subject to Section 4, Launch Team Member agrees that if, in the course of performing the Services, Launch Team Member incorporates into any Work Products or utilizes in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Launch Team Member or in which Launch Team Member has an interest (“Prior Work Products”), (i) Launch Team Member will provide the Company with written notice and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Work Products, without restriction, including, without limitation, as part of or in connection with such Work product, and to practice any method related thereto.
5.3 Moral Rights. Any assignment to the Company of Work Products includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like (collectively, “Moral Rights”). To the extent that Moral Rights cannot be assigned under applicable law, Launch Team Member hereby waives and agrees not to enforce any and all Moral Rights, including, without limitation, any limitation on subsequent modification, to the extent permitted under applicable law.
5.4 Feedback. From time to time the Launch Team Member may provide suggestions, ideas, or other feedback to Company (whether written, verbal or in any other format or manner) in connection with this Agreement or otherwise, including, but not limited to, feedback regarding your experience using Company Products (collectively “Feedback”). Launch Team Member acknowledges and agrees that all Feedback will be the sole and exclusive property of the Company and Launch Team Member hereby irrevocably assigns to Company and agrees to irrevocably assign to Company all of Launch Team Member’s right, title, and interest in and to all Feedback, including without limitation all intellectual property rights therein.
5.5 Maintenance of Records. Launch Team Member agrees to keep and maintain adequate, current, accurate, and authentic written records of all Work Products made by Launch Team Member (solely or jointly with others) during the term of this Agreement. The records will be in the form of notes, sketches, drawings, electronic files, reports, or any other format that is customary in the industry and/or otherwise specified by the Company. Such records are and remain the sole property of the Launch Team Member at all times and upon Company’s written request, Launch Team Member shall deliver (or cause to be delivered) the same.
5.6 Further Assurances. When requested, Launch Team Member agrees to assist Company, or its designee, at the Company’s expense, in every proper way to secure the Company’s rights in Work Products in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments that the Company may deem necessary in order to apply for, register, obtain, maintain, defend, and enforce such rights, and in order to deliver, assign and convey to the Company, its successors, assigns and nominees the sole and exclusive right, title, and interest in any requested Work Products and testifying in a suit or other proceeding relating to such Work Products. Launch Team Member further agrees that Launch Team Member’s obligations under this Section 5.5 shall continue after the termination of this Agreement.
5.7 Attorney-in-Fact. Launch Team Member agrees that, if the Company is unable because of Launch Team Member’s unavailability, dissolution, mental or physical incapacity, or for any other reason, to secure Launch Team Member’s signature with respect to any Work Products, including, without limitation, for the purpose of applying for or pursuing any application for any United States or foreign patents or trademarks or copyright registrations covering the Work Products assigned to the Company in Section 5, then Launch Team Member hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Launch Team Member’s agent and attorney-in-fact, to act for and on Launch Team Member’s behalf to execute and file any papers and oaths and to do all other lawfully permitted acts with respect to such Work Products to further the prosecution and issuance of patents, copyright and trademark registrations with the same legal force and effect as if executed by Launch Team Member. This power of attorney shall be deemed coupled with an interest, and shall be irrevocable.
5.8 No challenge. Launch Team Member agrees that the Launch Team Member will receive confidential information about Company technology and IP during the Term. The Launch Team Member hereby agrees not (i) attempt to or cause any third party to challenge in any court, jurisdiction, legal proceeding, or administrative agency or proceeding the validity or enforceability of any Company IP including, without limitation, patent applications, patents, trademarks, copyrights, or registrations; (ii) directly or indirectly, knowingly assist or direct any Third Party in an attempt to challenge the validity or enforceability of the Company IP except to comply with any court order or subpoena.
6. STANDARD OF CONDUCT. In rendering the Services under this Agreement, Launch Team Member shall conform to high professional standards of work and business ethics.
7. ANTI-BRIBERY. Company prohibits bribery in any form, defined as providing or receiving payments or other things of value in order to gain or maintain business in a corrupt manner or to obtain an improper business advantage. This includes giving bribes to government officials as well as commercial bribery among private business counterparts. By entering into this Agreement, Launch Team Member agrees to comply with U.S. Foreign Corrupt Practice Act (“FCPA”) and local anti-bribery laws.
Launch Team Member agrees to reimburse Company on demand against all costs and damages suffered or expended by Company as a result of any violation by Launch Team Member of the FCPA or local anti-bribery laws.
8. INDEPENDENT CONTRACTOR. Launch Team Member is an independent contractor and is not an employee, partner, or co-venture of, or in any other service relationship with Company. Launch Team Member is not authorized to speak for, represent, or obligate Company in any manner without the prior express written authorization from an officer of Company.
9. AMENDMENT. This Agreement and its Addendum may be amended or modified by Company upon
30 days written notice to Launch Team Member.
10. GOVERNING LAW, SERVICE OF PROCESS, AND VENUE
10.1 Governing Law and Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Florida. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
10.2 Service of Process. The Launch Team Member hereby agrees that service of process in any such action or proceeding brought in Florida may be made upon it by serving a copy of the summons and other legal process in any such action or proceeding on the Launch Team Member by mailing or delivering the same by hand to the Launch Team Member at the address listed in the beginning of this document or at an email address specified by the Launch Team Member in Section 10.1 hereof. The service, as herein provided, of such summons or other legal process in any such action or proceeding shall be deemed personal service and accepted by the Launch Team Member as such, and shall be legal and binding by the Launch Team Member for all the purposes of any such action or proceeding. In the event that the Launch Team Member shall not be conveniently available for such service, the Launch Team Member hereby irrevocably appoints the Company as its agent for service of process in respect of the proceeding before such courts and agrees that service on such agent shall be deemed personal service.
10.3 Venue. In the event that either Party brings any suit, action, or proceeding against the other relating to this Agreement, the Parties agree that jurisdiction over such action shall be vested exclusively in the state courts of Florida in the County of Palm Beach or in the United States District Court for the Southern District of Florida.
11. RESTRICTIVE COVENANTS
11.1 Non-Solicitation. To the fullest extent permitted under applicable law, during the term and for a period of two (2) years after the termination of this Agreement for any reason (the “Restricted Period”), Launch Team Member will not, without the Company’s prior written consent, directly or indirectly, solicit any of the Company’s employees, Partners, and Launch Team Members to leave their employment or engagement, or attempt to solicit employees, Partners, or Launch Team Members of the Company, either for Partner or for any other person or entity. Launch Team Member agrees that nothing in this Article 11 shall affect Launch Team Member’s continuing obligations under this Agreement during the Term and for two (2) years after termination, including, without limitation, its obligations under Article 4.
11.2 Non-Competition. Launch Team Member agrees that during the Term and for a period of two (2) years after termination, it will not, directly or indirectly, whether or not for compensation, be engaged in or have any financial interest in any business, wherever located, competing with or which may compete with the Company. This includes developing, selling, providing software or services that are identical, similar or related to the Company Platform or that uses Company’s Confidential Information, or allows third-party commercial use of URLs provided as part of the Launch Team Member’s services within the same market or industry.
11.3 Non-Disparagement. Launch Team Member shall not, during the Term of this Agreement, nor at any time thereafter, directly or indirectly, in public or private, in any manner or in any medium whatsoever, deprecate, impugn or otherwise make any comments, writings, remarks or other expressions that would,
or could be construed to, defame the Company or its reputations, or that of its affiliates. Nor shall the Launch Team Member assist any other person, firm or company in so doing.
12. LIMITATION OF LIABILITY. NEITHER PARTY SHALL BE LIABLE UNDER ANY CIRCUMSTANCES FOR LOST PROFITS OR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT (REGARDLESS OF THE FORM OF ACTION GIVING RISE TO SUCH LIABILITY, WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE TOTAL FEES PAID TO LAUNCH TEAM MEMBER UNDER THIS AGREEMENT.
13. INDEMNIFICATION. Launch Team Member will indemnify, defend and hold harmless Company with respect to any and all causes of action, claims, demands, damages, costs, suits and liabilities arising out of or in any way related to Launch Team Member’s interaction with a third party that is not due to the defect of the Company products.
14. NOTICES. Any and all notices permitted or required to be given hereunder shall be deemed duly given: by email from the originating party, combined with a confirmation email reply indicating receipt by the receiving party; (ii) upon actual delivery, if delivery is by hand; or (iii) one (1) day after being sent by overnight courier, charges prepaid, to the address specified herein, or at such other address for which the parties give notice hereunder. Notices shall be made to any of the following contact details:
Bullrush Entertainment LLC:
701 S Carson St Ste 200
Carson City, NV 89701
E-Mail: legal@bullrush.com
Launch Team Member
Name:
Address:
E-Mail:
15. MISCELLANEOUS.
15.1 Disclaimer. Except as expressly set forth in this Agreement, neither party gives the other party any assurance regarding the patentability of any claimed invention in, or the validity of, any patent or that the manufacture, sale, offering for sale, importation, exportation or other distribution of any product or method disclosed or claimed in any patent will not infringe the intellectual property rights of any third party.
15.2 Compliance with Laws. Notwithstanding anything in this Agreement to the contrary, the parties are subject to all laws, present and future, of any government having jurisdiction over the parties and this transaction, including, without limitation, any export control laws, and to orders, regulations, directions or requests of that government.
15.3 Assignment. The terms and conditions of this Agreement will inure to the benefit of Company, its successors, assigns and other legal representatives, and will be binding upon Launch Team Member, its successors, assigns, and other legal representatives.
15.4 Drafter. No party will be deemed the drafter of this Agreement, and both parties acknowledge that they had sufficient time to have this Agreement reviewed by counsel and that this Agreement will be deemed to have been jointly prepared by the Parties.
15.5 No Subsequent Waiver. No waiver of any rights by either party hereunder shall constitute a further or subsequent waiver of any additional rights of the party.
15.6 Severability. In the event any provision of this Agreement is determined to be invalid or unenforceable by ruling of an arbitrator or court of competent jurisdiction, the remainder of the Agreement (and each of the remaining terms and conditions contained herein) shall remain in full force and effect.
15.7 Entire Agreement. This Agreement is the entire agreement and supersedes any and all prior agreements of the parties with respect to the subject matter of this Agreement. No amendment of this Agreement will be valid unless the parties agree in writing.
15.8 Counterparts. This Agreement may be executed in duplicate counterparts, each of which shall be considered an original.
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IN WITNESS WHEREOF, the Parties have executed and caused this Agreement to become effective as of the Effective Date first set forth above.
________________________________: ____________________________ ________________________________ By: _____________ Its: _____________ Date: _____________ | BULLRUSH ENTERTAINMENT LLC: ___________________________ BULLRUSH ENTERTAINMENT LLC By: XXXXXXXXX Its: XXXXXXXXX Date: _____________ |
Exhibit A
FEE SCHEDULE – LAUNCH TEAM MEMBER
SOCIAL MEDIA PLATFORMS. The Launch Team Member agrees to promote the Company and Company Product on the following social media platforms: | The Company agrees to pay Launch Team Member on in an amount equal to*: ☐- Instagram – $5 per Post ☐ – YouTube – $5 per video ☐ – X – $5 per Post ☐ – TikTok – $5 per video * MAXIMUM PAYMENT PER INFLUENCER OF $20 (FOUR POSTS) |
CONTENT. The Launch Team Member shall promote the Company and Company Product in the following manner: | Sample Text
+ Must use Hashtags #BullRush #BRTradingCompetiton #TradingCompetiton MUST BE USED ON ALL PROMO POSTS To Be Eligible for the earn per post program.
|
