Brand Partner General Terms & Conditions
By entering into a Brand Partner Agreement (the “Agreement”) with Rockstar, Brand Partner and Authorized Representative, if applicable, hereby accepts the General Terms & Conditions, and these General Terms & Conditions are incorporated into and form a part of the Agreement that Brand Partner executes. We may amend these General Terms & Conditions at any time by posting the updated General Terms & Conditions with or without notice to Brand Partner. Accordingly, Brand Partner should refer back to these General Terms & Conditions from time to time to ensure Brand Partner remains aware of the current terms and conditions. Brand Partner’s continued engagement with Rockstar as a brand partner after any General Terms & Conditions update constitutes Brand Partner’s acceptance of the amended terms.
1. Appointment; Services. Rockstar hereby retains Brand Partner, and Brand Partner hereby agrees, to perform the promotional, endorsement, and/or marketing services set forth in the Commercial Terms (the “Services”), for Rockstar in connection with its functional ready-to-drink beverages and supplements (collectively, the “Products”) on an exclusive basis (as set forth in Section 13) during the Term (defined below), subject in all cases to the terms and conditions of this Agreement. If any provisions of the Commercial Terms of the Agreement conflict with these General Terms & Conditions, then the Commercial Terms shall control. Before performing any Services that require use of a third-party platform, Brand Partner may be required to agree to a terms of use, privacy policy and/or other agreement with the applicable third-party platform. In connection with the Services, Brand Partner agrees as follows:
a. Social Posts. Brand Partner shall generate and publish (subject to Rockstar’s written approval in each instance pursuant to Section 5) social media promotional posts, the timing, cadence and content of which as specified in the Commercial Terms (the “Social Posts”), which shall comply with the Guidelines and the Content Brief (each as defined below). Social Posts shall organically reference and incorporate Rockstar, the Products, and related promotions and marketing efforts in combination with the Brand Partner’s official social media accounts. Brand Partner shall cooperate and coordinate with Rockstar on the substance of the content and messaging of the Social Posts prior to publication. Unless otherwise specified in the Commercial Terms, the timing and scheduling of the Social Posts shall be mutually agreed upon by the Parties. To the extent the Social Posts do not comply with the terms of this Agreement or Rockstar’s Guidelines, Rockstar retains the right to require edits to or immediate removal of any such Social Posts.
b. Product Usage and Display. During the Term, Brand Partner shall make his or her best reasonable efforts to wear authorized branded apparel and hold, carry, and/or drink a Product at and in connection with any Personal Appearances or otherwise in connection with Brand Partner’s performance of any other Services, as such usage and display requirements may be further detailed in the Commercial Terms.
c. Creative Assets; Activities. Brand Partner shall produce and publish Creative Assets (as defined below) as agreed upon between the Parties in the Commercial Terms, including (if specified in the Commercial Terms) by producing a podcast featuring or otherwise promoting Rockstar. In addition, Brand Partner agrees to inform Rockstar reasonably in advance of any athletic, sports or any other recreational and/or competitive activity that is relevant or related to Rockstar, its Products or otherwise is undertaken in connection with Brand Partner’s provision of the Services (collectively, “Activities”). Rockstar shall have the right to approve all uses of the Rockstar Trademarks in connection with such Activities, and may provide Brand Partner with any Rockstar Products or Rockstar-provided equipment (“Activities Equipment”) in connection with such Activities that are set forth in the Commercial Terms. In all cases Rockstar shall have the right to require that Brand Partner not undertake such Activities if Rockstar believes in its reasonable discretion that the Activities are not consistent with the Rockstar brand or otherwise subjects Rockstar’s to disrepute or could tarnish or adversely impact the reputation of Rockstar.
d. Personal Appearances. Brand Partner shall be available to participate in certain personal appearances for Rockstar promotional or other events as set forth in the Commercial Terms (“Personal Appearances“). Such appearances may include media interview opportunities, which will be arranged, organized, and handled by Rockstar or its Affiliates. The timing and scheduling of the Personal Appearance shall be mutually agreed upon by the Parties. Promotional events include but are not limited to: hospitality events, retail appearances, corporate office visits, concerts, and/or any other events as mutually agreed upon. Brand Partner shall provide reasonable prior written notice of any periods of unavailability to participate in Personal Appearances and agrees that Personal Appearances do not qualify as Production Appearances (as defined below). Brand Partner hereby irrevocably grants to Rockstar, on an exclusive, worldwide, perpetual, work-made-for-hire basis with Rockstar deemed the “author” under copyright law, all rights of every kind in and to any photographs, videos, behind-the-scenes images, or other visual or audiovisual works Brand Partner captures on personal devices while present at any Personal Appearance or other Rockstar-hosted, organized, or sponsored event.
e. Production Appearances; Recordings. Brand Partner shall be available to participate in certain film, photograph, and audiovisual media productions as set forth in the Commercial Terms including, but not limited to, feature films, TV movies, highlights, online content, or social media clips (“Recordings”). Each appearance required for a Recording shall be a “Production Appearance” for the Brand Partner. The timing and scheduling of the Production Appearances (if applicable) shall be mutually agreed upon by the Parties.
f. Asset/Apparel Branding. Brand Partner shall wear apparel provided by Rockstar showcasing the Rockstar Trademarks as required by the Commercial Terms. Provided that Brand Partner is in compliance with its obligations under this Agreement, Rockstar agrees to provide a reasonable supply of Products and apparel showcasing the Rockstar Trademarks (as determined by Rockstar at its sole discretion), at Rockstar’s cost, solely for Brand Partner’s use to facilitate Brand Partner’s rendering of the Services. The amount and type of Products and apparel (if any) shall be set forth in the Commercial Terms. Brand Partner shall not resell or otherwise commercialize or distribute any such Products or apparel, including any Products or apparel in Brand Partner’s possession after the Term. This obligation shall survive any termination or expiration of the Agreement.
g. Branded Equipment. Brand Partner shall prominently display Rockstar Trademarks certain apparel and/or equipment of Brand Partner set forth in the Commercial Terms (“Branded Equipment”). During and after the Term, the Brand Partner must not sell or otherwise allow the display or use of any Branded Equipment by anyone other than Brand Partner, and Brand Partner shall promptly notify Rockstar in case any Branded Equipment is damaged, lost, or stolen. Brand Partner shall use good faith reasonable efforts to use the Branded Equipment whenever participating in Activities and during all Personal Appearances as required under this Agreement, it being understood and agreed that Brand Partner shall not be required to violate or breach any existing obligations to a third party in connection with its fulfillment of such obligation to Rockstar. All Rockstar Trademarks must be prominently featured, visible and unaltered on the Branded Equipment. If the usage of the Branded Equipment is not possible, the Brand Partner shall ensure that the Rockstar Trademarks are prominently featured on Brand Partner’s outfit (to be determined by Rockstar after consulting Brand Partner).
h. YouTube Remarketing. Brand Partner grants Rockstar the right to re-market Recordings to target viewers of Brand Partner’s official YouTube channel as set forth in the Commercial Terms. Promptly following execution of the Agreement, Brand Partner shall temporarily link its aforementioned YouTube channel to Rockstar’s Google Ads account via the permissions settings pursuant to the instructions provided by Rockstar.
2. Rockstar Obligations. Rockstar shall provide to Brand Partner (a) the type and quantity of Products, (b) monthly content briefs describing Rockstar’s marketing focus for the month, including for example a featured flavor or Product (each, a “Content Brief”), and (c) certain Activities Equipment and apparel, in each case as set forth in the Commercial Terms. In addition, with respect to Personal Appearances and Production Appearances, Rockstar will use reasonable efforts to provide Brand Partner not less than thirty (30) days’ advance notice of the date, time, and location of required Personal Appearances and Production Appearances.
3. Term. The term of this Agreement shall commence upon the Start Date and continue in full force and effect until the End Date, each as set forth in the Commercial Terms, unless earlier terminated in accordance with Section 14 herein (the “Term”).
4. Performance. Brand Partner shall render all such Services in a competent and diligent manner consistent with generally accepted industry standards and to the best of Brand Partner’s abilities. Rockstar shall have no obligation to use Brand Partner’s Services or any of the Social Posts or Creative Assets, or to exercise any of the rights granted to Rockstar hereunder. In addition to the Brand Partner Guidelines provided to Brand Partner (“Brand Partner Guidelines”), Rockstar may provide Brand Partner additional documents regarding Rockstar’s guidelines for Social Posts, Creative Assets, trademark usage and required disclosures, onboarding, and any other guidelines that Rockstar may implement, from time to time in Rockstar’s reasonable discretion (collectively, the “Guidelines”). Brand Partner agrees to abide by all Guidelines. During the Term, and to the extent Brand Partner makes any public statements regarding Rockstar, any Affiliate, or Rockstar’s or any Affiliate’s officers, directors, employees, or stockholders, Rockstar’s Products or services, and/or the Services rendered by Brand Partner hereunder, Brand Partner shall support and speak positively of Rockstar, its mission and purpose, and its activities and events; any such statements shall be consistent with the Guidelines and any talking points provided by Rockstar from time to time. “Affiliate” means any affiliate of Rockstar, or any other company or entity owned or controlled by, controlling, or under common control with, Rockstar Energy LLC.
5. Review and Approval. Brand Partner shall provide Rockstar with at least a five (5) business days advance notice in writing (email being sufficient) and at least two (2) rounds of edits before any Creative Assets or Social Posts is publicly activated/published by Brand Partner. In the event Rockstar does not approve the Creative Assets or Social Posts within a two (2)-business day period following receipt thereof, such Creative Assets or Social Posts shall be deemed not approved by Rockstar. All Brand Partner requests for Rockstar’s approval that are required under this Agreement will be sent via email to the Rockstar contact(s) set forth on the cover page of this Agreement. Any request submitted to Rockstar by any other means shall be considered rejected unless Rockstar confirms such request and the approval via email. In the event that Rockstar directs Brand Partner to remove or alter any Creative Assets or Social Post or any portion thereof that relate to Rockstar or any Product, Brand Partner shall promptly do so. In no event shall any approval provided by Rockstar of any Creative Assets or Social Post shift liability with respect to such Social Post or Creative Assets from Brand Partner to Rockstar or result in a waiver by Rockstar of any of Brand Partner’s obligations hereunder. Throughout the Term, Brand Partner will not remove any Creative Assets or Social Post without Rockstar’s prior written approval. Any removal or take down of Creative Assets or Social Posts by Brand Partner that is not otherwise approved by Rockstar in advance in writing or required for compliance with applicable law shall be considered a material breach of this Agreement.
6. Compensation.
a. In exchange for Brand Partner’s timely performance of the Services, and provided Brand Partner is not in material default hereunder, Rockstar agrees to pay Brand Partner (or Brand Partner’s agent or Authorized Representative, if applicable), as full and complete compensation, the Fee set forth in the Commercial Terms. Brand Partner shall promptly issue an invoice to Rockstar for the Fee, and Rockstar shall provide payment of such invoice in accordance with the payment terms set forth in the Commercial Terms; provided, however, that Rockstar may withhold payment in the event of a dispute or inaccuracy on the invoice. All payments shall be made via ACH or wire in accordance with the payment details provided to Rockstar by Brand Partner or its agent or Authorized Representative.
b. For any travel required under this Agreement, Rockstar will provide, at Rockstar’s sole cost and expense, Rockstar shall reimburse Brand Partner’s preapproved travel expenses as set forth in the Commercial Terms (the “Approved Travel Expenses”). Except as otherwise specifically provided in this Agreement, each of the Parties shall pay its own expenses of performing this Agreement. No other compensation or consideration shall be owed to the Brand Partner or any of its agents for the Services provided hereunder unless otherwise mutually agreed to, in writing, by the Parties.
c. Brand Partner will report, and will be solely responsible to report, as income to the appropriate government agencies all consideration received by Brand Partner pursuant to this Agreement and will pay and be solely responsible for all applicable taxes. Rockstar will not make any deductions from its payments to Brand Partner for taxes, insurance, bonds or any other subscription of any kind. Rockstar will deduct U.S. federal income tax with respect to any Brand Partner that is classified as a nonresident alien individual for U.S. income tax purposes.
7. Relationship of Parties. It is the express intention of the Parties that the relationship created by this Agreement is that of an independent contractor and neither Brand Partner nor Rockstar are employees, agents, joint venturers or partners, of each other for purposes of any federal, state or local income, employment or other taxes, or for any other purposes, including, without limitation, for purposes of participation in and eligibility for benefits under any employee benefit or compensation plan, program or arrangement offered by Rockstar.
8. Confidentiality.
a. The Parties agree that the terms of the Non-Disclosure Agreement between Rockstar and Brand Partner dated as of the NDA Date set forth in the Commercial Terms (the “NDA”) shall apply to this Agreement. Upon expiration or termination of this Agreement, Provider shall destroy all data and other Confidential Information (as defined in the NDA) received from Rockstar or otherwise received in connection with this Agreement, unless Rockstar agrees otherwise in writing.
b. In the event there is no NDA executed by the Parties, the following shall apply: Brand Partner acknowledges that in the course of providing Services hereunder, Brand Partner may acquire certain Confidential Information. Confidential Information” means all information, including but not limited to the material terms of this Agreement and any communications or information related thereto, relating to or disclosed in the course of performing under this Agreement which is or should be reasonably understood to be confidential or proprietary to Rockstar, its affiliates and/or its or their respective licensors, licensees, and business partners. “Confidential Information” does not include information which: (a) is or becomes generally available to the public other than as a result of disclosure by the recipient or its representatives; (b) was known by the recipient prior to its disclosure; or (c) was independently developed by recipient without use of the Confidential Information. Brand Partner will: (a) not disclose such Confidential Information to any third party without the prior written consent of Rockstar, (b) notify Rockstar if Brand Partner becomes aware of any breach of confidentiality in any manner whether through (i) Brand Partner’s negligence, acts or omissions, or (ii) computer virus, or theft of Brand Partner’s computer or login information; or (c) not use the Confidential Information for any purpose other than to carry out the Services contemplated hereunder.
9. Intellectual Property Rights.
a. Recordings. In connection with the Services to be provided hereunder, including but not limited to any Personal Appearances, Production Appearances, and Recordings, Brand Partner hereby grants to Rockstar and its Affiliates the right to: (i) record, film, photograph, and create Recordings, and (ii) use Brand Partner’s name, image, voice, appearance, performance, and biographic material (collectively, the “Brand Partner Likeness”) for commercial and/or marketing and non-commercial and/or editorial purposes in all Recordings, media, upon Rockstar’s Products, and in connection with any Brand Partner attendance at any event hosted, organized, or otherwise sponsored by Rockstar (regardless of whether such attendance is a Personal Appearance or Production Appearance), on a worldwide basis, without limits in time or runs, including after the expiration or termination of this Agreement; provided, however, that after expiration or termination of this Agreement, Rockstar shall not use Brand Partner Likeness in a way that creates a false impression that Rockstar and Brand Partner have a current affiliation. The foregoing grant of rights includes all material such as, but not limited to, records, photographs, point-of-sale materials, videos, and footage, created by Rockstar, its Affiliates, and/or subcontractors acting upon the direction of Rockstar. Brand Partner shall exercise best efforts to help Rockstar and its Affiliates obtain all necessary approvals and consents from third-parties whose intellectual property appears in the Recordings. Rockstar shall be entitled, without prior authorization by the Brand Partner and in its sole discretion, to assign the above-mentioned rights to any Recordings to present and future contractual partners or to exercise these rights together with such contractual partners. Rockstar and its Affiliates shall have all right to make any alterations, deletions, cuts, or other modifications with, in, and to the Recordings and the right to exploit such altered versions to the same extent.
b. Creative Assets. Brand Partner hereby grants to Rockstar any and all rights of every kind whatsoever, whether now known or unknown, exclusively and throughout the universe, on a work-made-for-hire basis under copyright law with Rockstar deemed the “author” thereof, in and to the results and proceeds of Brand Partner’s Services, including all print and digital photographs, videos, podcasts, blogs, notes, e-mails, correspondence, materials, and documentation, but specifically excluding Social Posts (collectively, the “Creative Assets”), and (b) Rockstar shall own in perpetuity with all rights of every kind in and to the Creative Assets, including without limitation all intellectual property, publicity and other proprietary rights in and to the Creative Assets, with the right to use, exploit, and make such changes therein and derivative works thereof and such uses thereof as Rockstar may determine in its sole discretion, in accordance with the terms of this Agreement. In the event that any Creative Assets is not deemed a work-made-for-hire for Rockstar, Brand Partner hereby irrevocably, exclusively and in perpetuity assigns to Rockstar all rights as Brand Partner may have in such Creative Assets without further compensation or royalty and Brand Partner agrees to provide such documents or testimony consistent herewith as may reasonably be necessary to perfect, protect, and enforce Rockstar’s rights in and to such Creative Assets. Rockstar shall have the right to use and exploit the Creative Assets, including without limitation any derivative works thereof, by any and all means, methods and media now known or hereafter devised throughout the universe in perpetuity. Brand Partner hereby waives all “droit moral” rights (so-called “artist’s rights” or “moral rights”) with respect to the Creative Assets, and agrees not to institute or permit any action or lawsuit on the ground that Rockstar’s activities, or any project based upon or making use of the Creative Assets, constitutes an infringement of any such rights, or is in any way a defamation or mutilation of the Creative Assets or any part thereof, or contains unauthorized variations, alterations, modifications, changes, or translations. If under any applicable law the above waiver or assignment by Brand Partner is not effective, then Brand Partner agrees to exercise such rights in a manner which recognizes the contribution of, and will not have a material adverse effect upon, other parties who contribute to the project in question. Rockstar’s rights in the Creative Assets may be freely assigned and licensed, and any such assignment or license shall be binding upon Brand Partner and inure to the benefit of such assignee or licensee. Brand Partner represents and warrants that any materials provided by Brand Partner to Rockstar: (i) are original from Brand Partner or fully cleared by Brand Partner, (ii) neither such materials provided by Brand Partner nor Rockstar’s use of the same as contemplated by this Agreement will defame, infringe, or violate any rights of any person or entity, and (iii) such materials are not and will not be the subject of any litigation. For the avoidance of doubt, Brand Partner may not and will not permit any third party to display or otherwise use any Creative Assets in any manner, including, without limitation, to generate revenue for Brand Partner. No other brands or individuals will be tagged in the Creative Assets without Rockstar’s prior written approval. All Creative Assets, Services, and calls to action will only be directed to adults at least eighteen years old.
c. Brand Partner IP. To the extent any (a) intellectual property rights, including any pictures, negatives, images, prints, photographs, stills, audio, video and other recordings that are owned by Brand Partner (collectively, “Brand Partner Background IP”, and together with Brand Partner Likeness, “Brand Partner Background IP”), and (b) the Brand Partner Likeness is incorporated into any Creative Assets or otherwise provided by Brand Partner to Rockstar, Brand Partner hereby grants to Rockstar and its Affiliates a limited, non-exclusive, perpetual, irrevocable, non-transferable, non-sublicensable, royalty-free license to publish, exhibit, disseminate and use such Brand Partner IP throughout the world, through any medium for the purpose of advertising, promotion, marketing or publicity, for the purpose of receiving the benefit of the Services including the right to use Brand Partner IP together with other content and images created by or for Rockstar and/or existing file images (e.g., from Getty images), and including for the purpose of (1) reposting or sharing on Rockstar’s social media channel(s) message(s) posted or shared by Brand Partner on social media; (2) creating and publishing digital banners and advertisement drivers on web and app-based platforms, including on Rockstar-owned website(s), social media channels, app-based platforms and at the end of any Rockstar advertisements (including advertisements on connected television platforms); and/or (3) for other purposes deemed appropriate by Rockstar in its reasonable discretion, except to the extent expressly prohibited by law. After expiration or termination of this Agreement (for whatever reason), Rockstar shall not use Brand Partner IP in a way that creates a false impression that Rockstar and Brand Partner have a current affiliation.
d. Social Posts. Brand Partner hereby grants Rockstar and its Affiliates a non-exclusive, worldwide, irrevocable, perpetual, transferable, assignable (by operation of law or otherwise) right to exploit, display, use, and/or distribute the Social Posts in connection with Rockstar’s marketing, advertising and promotional activities. To the extent that Brand Partner includes the image, likeness (including without limitation, still photographic, video, or graphic likeness), or voice of any third party (by way of example, a family member of Brand Partner) in any Social Posts, Brand Partner shall use reasonable efforts to obtain a right and license for Rockstar to use such materials in the same manner Rockstar is permitted hereunder. Brand Partner shall not incorporate any such materials into the Social Posts unless such right and license has been obtained (as determined by Rockstar in its sole discretion).
e. Rockstar Trademarks. Rockstar hereby grants to Brand Partner a non-exclusive, worldwide, limited, non-transferable, non-assignable (by operation of law or otherwise) right and license to use, publish, broadcast, reproduce, transmit, exhibit, disseminate, and distribute Rockstar trademarks, logos, and taglines (the “Rockstar Trademarks”), during the Term and in connection with Brand Partner’s provision of the Services and subject to Guidelines provided by Rockstar. Brand Partner shall submit to Rockstar for its prior written approval any materials incorporating any of the Rockstar Trademarks, in accordance with the approval process set forth in Section 5. Upon Rockstar’s written request, Brand Partner shall immediately remove any use on Brand Partner’s website, social media sites, or elsewhere that incorporates the Rockstar Trademarks or any Products or references thereto, even if Rockstar previously authorized Brand Partner’s usage thereof. Brand Partner, Authorized Representative, and its representatives will not impugn, challenge, or assist in any challenge to, the validity of Rockstar’s intellectual property rights, any registration thereof, or the ownership thereof.
f. Third-Party Materials. Brand Partner shall ensure that no third-party information or materials (“Third-Party Materials”), including without limitation any materials or content generated by any artificial intelligence or machine learning technology, tool, algorithm, or platform, are used or incorporated in any Creative Assets or Social Post, or otherwise used in connection with Brand Partner’s performance of the Services hereunder, without Rockstar’s prior written consent.
10. Make Good. In the event that any Service is not rendered or rendered in an unsatisfactory manner (at Rockstar’s sole discretion) to Rockstar by Brand Partner during the Term, without prejudice to other remedies that Rockstar has under law or this Agreement, Rockstar may, at its sole discretion, require Brand Partner to provide (a) an additional deliverable consistent with the undelivered Service at no additional cost on a platform mutually agreed by the Parties, including but not limited to, YouTube, Facebook, Instagram Stories, podcast, and/or email newsletter; (b) a reasonable monetary refund, in an amount fairly reflective of the proportionate value of such deliverable, as mutually agreeable to the Parties, to account for the undelivered Service; or (c) as otherwise set forth in the Commercial Terms.
11. Brand Partner Conduct.
a. If, in Rockstar’s sole discretion, Brand Partner is or has been involved in any situation or occurrence that may or does violate Rockstar’s Guidelines or otherwise subjects Brand Partner or Rockstar to public scandal, disrepute, contempt, or ridicule, or which does or could be deemed by members of the general public to embarrass, offend, insult, or denigrate individuals or groups, or that could tend to shock, insult, or offend the community or public morals or decency, or could adversely impact the reputation of Brand Partner (any of the above, “Bad Conduct”), Rockstar, its Affiliates, officers, directors, employees, or stockholders, or Rockstar’s Products, then Rockstar shall have the right in its sole discretion, and without prejudice to any other rights and remedies, to immediately terminate this Agreement with no further payment obligations, provided however that Rockstar shall have the right to continue to use and otherwise receive the benefit of any rights granted to Rockstar hereunder (i.e., for already-produced Creative Assets). Rockstar shall have the right to issue public statements related to any such conduct as Rockstar deems necessary in its sole discretion.
b. During the Term and for three (3) years after the Term, Brand Partner represents and warrants that (a) neither it nor any of its employees or contractors shall publicly make any disparaging or negative statements or representations, written or oral, about Rockstar or its Affiliates, officers, directors, employees, vendors or stockholders, Rockstar’s Products or services, and/or the Services rendered by Authorized Representative or Brand Partner hereunder, or otherwise refer to any such entity or product, or service in a negative light, except as otherwise permitted by law; and (b) it shall not depict or allow Rockstar to be depicted in a manner that is inconsistent with instructions provided by Rockstar or in a manner that could reasonably be perceived as negative, derogatory or detrimental to the brand, name, reputation or trademarks of Rockstar. The foregoing shall not limit the Brand Partner’s ability to make truthful statements if compelled by court order, legal proceeding, or otherwise required by applicable law.
12. Representations and Warranties.
a. Brand Partner represents, warrants and covenants to Rockstar as follows:
i. Brand Partner is not a member of any talent guild or union, including without limitation SAG-AFTRA, and no collective bargaining agreement does or shall apply to Brand Partner’s Services rendered hereunder.
ii. Creative Assets and Social Posts produced or created by Brand Partner pursuant to this Agreement does not and shall not infringe any intellectual property rights or other rights of any person or entity;
iii. Creative Assets and Social Posts provided by Brand Partner under this Agreement is original work created and owned by Brand Partner alone (and shall not include any content or materials generated by any third party, including but not limited to any artificial intelligence or machine learning technology, tool, algorithm, or platform or in the public domain, with the exception of the Rockstar Trademarks contained therein.
iv. Except for material added by or at the direction of Rockstar and/or material in the public domain, Creative Assets and Social Posts provided by Brand Partner under this Agreement is not licensed from a third party; and to the extent the Creative Assets and Social Posts contains third party licensed materials, Brand Partner shall secure all necessary rights in order for Rockstar to exercise its rights herein.
v. Brand Partner shall, at all times during the Term, abide by the Guidelines provided by Rockstar from time to time, and shall not publish any Creative Assets, Social Post, podcast, blog, or other writing or make any public statement, which is libelous or that incorporates or associates Rockstar with any deviant, obscene, illegal or otherwise inappropriate activities or subject matter;
vi. Brand Partner shall comply with all federal, state, and local laws and regulations applicable to the Services provided by Brand Partner under this Agreement, including all applicable data protection laws, the FTC’s Guides Concerning the Use of Endorsements and Testimonials in Advertising, and comparable laws and regulations in other jurisdictions, as well as all disclosure, branding, and other obligations identified in all Guidelines
vii. Brand Partner is at least eighteen (18) years old and has the full right and power to enter into this Agreement, perform all obligations to be performed by Brand Partner under this Agreement, and grant Rockstar all rights hereunder granted without violating the legal or equitable rights of any third party;
viii. Brand Partner’s execution and performance of this Agreement will not conflict with, or result in a breach or default under, any terms or conditions of any other agreement to which Brand Partner has agreed or to which Brand Partner may be bound, or the Brand Partner’s organizational documents;
ix. All Creative Assets and Social Posts relating to Rockstar or Rockstar’s Products shall reflect Brand Partner’s honest opinions, beliefs, and experiences with Rockstar and its Products, and Brand Partner’s endorsement and promotion of the Rockstar brand and Products shall be authentic and without misrepresentation;
x. Brand Partner has reviewed this Agreement and guarantees full and complete performance of all obligations under this Agreement by Brand Partner. As an inducement for Rockstar to enter into this Agreement, Brand Partner shall fully cooperate in fulfilling the obligations set forth in this Agreement and, in the event of a breach of this Agreement by Brand Partner, Rockstar shall be entitled, without limitation, to legal and equitable relief against Brand Partner (or Authorized Representative, as applicable, without first resorting to its rights and remedies against Brand Partner);
xi. This Agreement constitutes a legal, valid and binding agreement of such Brand Partner, enforceable against Brand Partner in accordance with its terms;
xii. Brand Partner shall comply with the approval process set forth in this Agreement and otherwise cooperate in good faith with Rockstar in the performance of Brand Partner’s Services hereunder; and
xiii. Excluding any material provided by or on behalf of Rockstar to Brand Partner, Brand Partner shall be responsible for all clearances, licenses, consents, and authorizations required in relation to the Creative Assets and Social Posts, including the use of any third-party music, and shall ensure compliance with all applicable requirements of law and regulation; and
xiv. No fee, compensation or any other payment whatsoever will be payable by Rockstar to any third party in connection with the Creative Assets and/or Services.
b. Authorized Representative (if applicable) represents, warrants and covenants to Rockstar as follows:
i. Authorized Representative is the authorized licensor for Brand Partner IP, and has the authority to enter into this Agreement on behalf of Brand Partner. In connection therewith, Authorized Representative shall ensure that the Brand Partner performs its obligations hereunder and shall be contractually liable for Brand Partner’s actions and inactions, unless otherwise expressly set forth herein; and
ii. Authorized Representative has reviewed this Agreement and guarantees full and complete performance of all obligations under this Agreement by Brand Partner. As an inducement for Rockstar to enter into this Agreement, Authorized Representative shall fully cooperate in Brand Partner’s fulfilling the obligations set forth in this Agreement and, in the event of a breach of this Agreement by Brand Partner, Rockstar shall be entitled, without limitation, to legal and equitable relief against Authorized Representative (without first resorting to its rights and remedies against Brand Partner).
c. EXCEPT AS MAY OTHERWISE BE EXPRESSLY SET FORTH HEREIN, CLESIUS DISCLAIMS, AND BRAND PARTNER AND Authorized Representative (IF APPLICABLE) DISCLAIM(S) ANY RELIANCE ON, ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, ORAL OR IN WRITING, ARISING UNDER ANY LAWS, INCLUDING WITH RESPECT TO TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.
13. Exclusivity; Right of First Refusal.
a. During the Term and for a three (3) month-period immediately thereafter (the “Exclusivity Period”), Brand Partner shall not: (i) negotiate, solicit or enter into any agreement with any Competitor, or (ii) publicly endorse, promote, use any Similar Products or any goods or services of a Competitor, or (iii) otherwise render services or participate in events or make appearances (even if non-commercial in nature) or advertisements that would benefit a Competitor. It is understood that Brand Partner’s mere participation in an event sponsored by a Competitor shall not violate this Section. As used herein, “Competitor” means any person, entity or organization that manufactures, licenses, supplies, distributes, markets, advertises, or sells Similar Products. Unless otherwise agreed in writing (including in the Commercial Terms), “Similar Products” means: (a) all beverage products of any kind (whether in ready-to-drink, frozen, concentrate or powder form), including, without limitation, all beverages and energy shots that claim, or are promoted, to improve personal energy, physical or cognitive performance, endurance, vitalization, or comparable benefits (collectively, “Energy Benefits”) regardless of how or where the claims are made or who makes them; and (b) all non-beverage foods, solid edible products, and other categories of edible goods (whether in bar, gelatin, gel, or other solid form) that claim or are promoted to have Energy Benefits regardless of how or where the claims are made or who makes them; and, if specified in the Commercial Terms, (c) all beverage products of any kind (whether in ready-to-drink, frozen, concentrate or powder form) that claim, or are promoted, to provide hydration, rehydration, fluid retention, or electrolyte replacement benefits (collectively, “Hydration Benefits”), including, without limitation: sports drinks, electrolyte beverages, or oral rehydration solutions, and water or enhanced/flavored water (with added electrolytes, vitamins, or minerals), regardless of how or where such claims are made or who makes them.
b. During the three (3) month-period immediately following the Exclusivity Period, in the event that Brand Partner wishes to act endorse, promote, develop, or otherwise participate in any campaign, commercial, sponsored event, or program or promotional tie-in related to a branded or specific campaign within related to a Competitor or Similar Product, Rockstar will have the right of first refusal to enter into a similar arrangement with Brand Partner and/or an amendment to this Agreement, for a period of time and for compensation to be agreed upon by the Parties in good faith.
14. Termination.
a. This Agreement shall terminate at the end of the Term, unless terminated earlier pursuant to this Section 14, or pursuant to the following:
i. This Agreement may be terminated by either Party immediately upon notice thereof in the event of a material breach of this Agreement by the other Party that remains uncured to the non-breaching Party’s reasonable satisfaction ten (10) business days following delivery of written notice and demand for cure thereof to the breaching Party (except as set forth in Section 14.1(c)).
ii. Either Party may terminate this Agreement immediately upon written notice to the other Party if such other Party has (i) become insolvent, (ii) become unable, or admitted in writing its inability, to pay its debts as they mature, (iii) made a general assignment for the benefit of creditors or to an agent authorized to liquidate any substantial amount of its property, (iv) become the subject of an “order for relief” within the meaning of the United States Bankruptcy Code, (v) become the subject of a creditor’s petition for liquidation, reorganization or to effect a plan or other arrangement with creditors, (vi) applied to a court for the appointment of a custodian or receiver for any of its assets and such receiver shall not be discharged within sixty (60) days after his or her appointment, or (vii) otherwise become the subject of any insolvency proceedings.
iii. Brand Partner may terminate this Agreement by providing written notice to Rockstar if Rockstar fails to make any undisputed payment due under this Agreement and such failure to pay persists more than forty-five (45) days after Rockstar’s receipt of written notice from Brand Partner detailing such failure.
iv. Rockstar may terminate this Agreement at any time, and for any reason or no reason, by providing written notice to Brand Partner. Rockstar shall pay Brand Partner for any Services rendered up to the date of termination.
b. In the event of early termination by Rockstar (except in the event of Rockstar’s termination for convenience under Section 14.1(d)), Brand Partner will promptly (and at least within ten (10) business days of the effective date of termination) refund to Rockstar on a pro rata basis any amounts paid by Rockstar in connection with the Services that have not been render by Brand Partner. Upon receipt by Brand Partner of notification of termination and receipt by Rockstar of any refund, except as otherwise provided under this Agreement, neither Party shall have any further obligations under the terms of this Agreement to the other Party. For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, upon expiration or termination of this Agreement, Rockstar shall not be required to deliver to Brand Partner any further consideration.
c. Upon any termination or expiration of this Agreement, (a) Brand Partner shall immediately cease all use of the Rockstar Trademarks; (b) each Party shall return or destroy the Confidential Information of the other Party then in its possession, in accordance with the terms of the NDA or applicable confidentiality provision in the Agreement; and (c) Brand Partner shall turn over to Rockstar all Creative Assets, including all work-in-progress Creative Assets.
15. Indemnification; Limitation of Liability.
a. Brand Partner shall defend, indemnify, and hold harmless Rockstar, its Affiliates and/or all of their respective employees, owners, agents, officers, directors, successors, and assigns (“Rockstar Parties”) from and against any liabilities, losses, judgments, damages, penalties, costs, or expenses (including, without limitation, government or regulatory fines, and reasonable attorneys’ fees and litigation costs) arising out of or related to any third-party claims, lawsuits, allegations, or investigations (including, without limitation, any government or regulatory investigations) (collectively, “Claims”) brought by a third party against a Rockstar Party, in each case, to the extent the Claim arises out of or relates to: (a) Brand Partner’s breach of any of its representations, warranties, covenants or obligations under this Agreement; (b) Brand Partner’s violation of law, gross negligence, willful misconduct, or bad faith; (c) Brand Partner’s participation in the Activities, or any personal injury, illness, disability or death arising out or relating to the services or products of Brand Partner; (d) Brand Partner’s infringement or misappropriation of any copyright, trademark, patent, trade secret or other intellectual property or propriety right or (e) the Creative Assets.
b. Rockstar shall defend, indemnify, and hold harmless Brand Partner and its representatives, employees, successors and assigns (“BP Parties”) from and against any Claims brought by a third party against a BP Party; in each case, to the extent the Claim arises out of or relates to: (a) Rockstar’s violation of law, gross negligence, willful misconduct, or bad faith in connection with its obligations pursuant to this Agreement; or (b) infringement or misappropriation of any copyright, trademark, patent, trade secret or other intellectual property or propriety right as a result of Brand Partner’s use of the Rockstar Trademarks in accordance with and within the scope of the license grant set forth in Section 9.5 above.
c. The BP Parties and the Rockstar Parties are referred to herein as the “Indemnified Parties.” The Indemnified Parties shall promptly notify the indemnifying Party in writing of any Claim. The Indemnified Party shall have the right, but not the obligation, to participate in the defense of such Claims with the counsel of its own choosing. Any settlement of any such Claim shall include a full release for the Indemnified Parties and must be approved by the Indemnified Parties in writing. The foregoing indemnities shall survive the expiration or termination of this Agreement.
d. Brand Partner hereby waives, discharges, releases, and relinquishes any and all rights, claims (known and unknown), demands, suits, actions, losses, liabilities, damages, including any and all Injuries, costs, and expenses, including attorneys’ fees and costs (the foregoing collectively, “Losses”), that BP Parties may have against the Rockstar Parties, arising from or related to Brand Partner’s participation in Activities. Brand Partner voluntarily assumes all risks of Injuries that may result from participation in the Activities. “Injuries” means bodily injury, permanent disability, illness, death, emotional trauma, property damage, property loss, and/or other physical or emotional loss or harm. Brand Partner, on behalf of itself and all BP Parties, expressly waives whatever benefits they may have under Section 1542 of the California Civil Code (and any equivalent applicable law of the state in which this Agreement is signed), which provides that: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
e. WITHOUT LIMITING THE FOREGOING, EXCEPT WITH RESPECT TO CLAIMS ARISING OUT OF A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BAD FAITH, NEITHER PARTY WILL BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, LIQUIDATED, SPECIAL, OR EXEMPLARY DAMAGES OR PENALTIES, INCLUDING LOSSES OF BUSINESS, REVENUE, OR ANTICIPATED PROFITS, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ROCKSTAR’S TOTAL LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF THE FEE PAYED TO BRAND PARTNER.
16. Insurance. At Rockstar’s request, Brand Partner shall cooperate in Rockstar obtaining customary general liability and errors and omissions insurance coverage (or self-insuring for the same) in relation to Brand Partner’s Services hereunder. Brand Partner shall have no right, title, or interest in or to such insurance. If Rockstar elects to secure any such insurance, Brand Partner shall submit to reasonable and customary medical examinations for insurance purposes and shall sign such applications and/or other documents reasonably required in connection therewith. Brand Partner may have Brand Partner’s own physician present at any such examination at Brand Partner’s own expense.
17. Force Majeure. If because of an act of God, inevitable accident, fire, lockout, strike or other labor dispute, riot or civil commotion, act of terrorism or war, act of government or government instrumentality (whether federal, state or local), failure of performance by a common carrier, or other cause beyond the reasonable control of a Party (each, a “Force Majeure Event”), such Party is unable to perform its obligations hereunder, then such inability will not result in a breach of this Agreement. If, however, due to a Force Majeure Event, Brand Partner suspends, delays or is otherwise unable to timely perform any or all of its obligations hereunder, Brand Partner shall provide Rockstar with a refund of the Fee paid to Brand Partner for such Service.
18. Miscellaneous.
a. Assignment. Authorized Representative or Brand Partner may not assign any of its rights or obligations under this Agreement without the prior written consent of Rockstar, and any such attempted transfer shall be null and void. Authorized Representative or Brand Partner shall be deemed to have assigned this Agreement in the event Authorized Representative or Brand Partner is subject to a change of control, merger, acquisition, corporate reorganization, or sale or lease of all or substantially all of its relevant assets. Without limiting the first sentence of this Section 18.1, this Agreement shall be binding on the Parties and their respective successors and permitted assigns.
b. Amendment; Waiver. This Agreement may be amended or supplemented only in writing signed by each Party. No waiver of any of the provisions of this Agreement will be deemed, or will constitute, a waiver of any other provision (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. Additionally, except as contemplated by Section 5 above with respect to a request for approval, the failure of any Party to object to the manner of performance of any of the terms in this Agreement shall not be considered a waiver of any rights or remedies, past, present, or future, and the fact that objection is not taken with respect to any performance which is not in compliance with this Agreement shall not be construed as an acceptance or acquiescence in such performance, and the Parties reserve their rights to insist upon the strict compliance with this Agreement at all times.
c. Severability. Any provision in this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions or affecting the validity or enforceability of such provision in any other jurisdiction.
d. Survival. Provisions which by their nature are intended to survive termination or expiration, must remain in effect beyond the termination or expiration of this Agreement or that are necessary or useful to interpret any provision herein that otherwise survives termination or expiration of this Agreement shall survive.
e. Dispute Resolution. This Agreement shall be governed and construed in accordance with the laws of the State of New York applicable to contracts entered into and fully performed therein (without regard to any principle of conflict or choice of law of any jurisdiction). The Parties agree that any and all disputes, claims and controversies arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity hereof, including without limitation the determination of the scope or applicability of this Section 18.5, shall, except as otherwise set forth in this Section 18.5, be determined by binding arbitration pursuant to the JAMS Comprehensive Arbitration Rules & Procedures in effect at the time the request for arbitration is made except as modified herein (the “Arbitration Rules”) before a single arbitrator appointed by agreement of the Parties or, in the absence of agreement, pursuant to the Arbitration Rules. The Parties shall share the costs of arbitration equally, but each Party shall remain responsible for its own attorneys’ fees. The seat of arbitration shall be New York City, New York. The arbitrator will provide a detailed written statement of decision, which will be part of the arbitration award and admissible in any judicial proceeding to confirm, correct or vacate the award. The arbitrator shall have no power to issue any award that is contrary to or inconsistent with any applicable statute, case law or constitutional law, nor shall the arbitrator have any power to modify, change or excuse performance of any material term of this Agreement. Each Party waives the right to seek punitive damages, the arbitrator shall have no authority to award such damages, and such damages shall not be recoverable by any other process or in any other proceeding. This Section 18.5 shall not preclude either Party from seeking provisional remedies in aid of arbitration from a court of competent jurisdiction. The Parties agree to maintain the confidential nature of the arbitration proceeding and the award, including without limitation the existence of the arbitration, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a provisional remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision.
f. Injunctive Relief. In the event of breach or threatened breach by Brand Partner of the terms of this Agreement, Brand Partner acknowledges and agrees that it would be difficult to measure the damage from such breach, that injury to Rockstar from such breach would be impossible to calculate and that money damages would therefore be an inadequate remedy for any breach. Accordingly, in addition to any and all other rights which may be available, Rockstar shall have the right of injunctive relief and other appropriate equitable remedies to restrain any such breach or threatened breach without showing or proving any actual damage or the necessity of posting a bond. The remedies contained in this Agreement are cumulative with one another and with any other remedies which Rockstar may have at law, in equity, under any agreements of any type, or otherwise, and the exercise or failure to exercise any remedy shall not preclude the exercise of that remedy at another time or of any other remedy at any time.
g. Notices. Any notice, demand or other communication required or permitted to be given under this Agreement shall be in writing and shall be deemed delivered to a Party: (a) when delivered by hand or nationally recognized overnight courier; (b) six (6) days after the date of mailing if mailed by certified mail, return receipt requested, postage prepaid, in each case to the address of such Party first set forth above (or at such other address as the Party may from time to specify by notice delivered in the foregoing manner); or (c) when sent by email, provided that delivery is confirmed by the recipient.
h. Entire Agreement; Interpretation. This Agreement sets forth the entire agreement of the Parties with respect to the subject matter of the Agreement and supersedes any and all prior proposals, agreements, contemporaneous discussions, representations and understandings, whether oral or written, between the Parties with respect to the subject matter of this Agreement. Each Party to this Agreement has reviewed and revised this Agreement. Each Party to this Agreement has had the opportunity to have such Party’s legal counsel review and revise this Agreement. In the event of a conflict between the terms of these Terms and Conditions and the Commercial Terms, the Commercial Terms shall take precedence, and in the event of a conflict between these Terms and Conditions and the Guidelines, the Guidelines shall take precedence.
i. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which, when taken together, shall constitute one and the same instrument. Both Parties agree that signature pages may be detached from separate counterparts and attached to a separate counterpart so that all signature pages are physically attached to the same document. Transmission by facsimile or PDF of an executed counterpart to this Agreement will be deemed due and sufficient delivery of such counterpart, and a photocopy of an executed counterpart sent by facsimile or PDF transmission shall be deemed a duplicate original.
ADDENDUM: ADDITIONAL CANADIAN TERMS AND CONDITIONS
This addendum (“Addendum”) supplements and modifies the above Brand Partner General Terms & Conditions solely with respect to Brand Partners who: 1) are primary residents of Canada; 2) perform Services under the Agreement in Canada; and or 3) have a majority Canadian social media following. In case of any conflict between the Addendum and the General Terms & Conditions, this Addendum shall prevail. All defined terms in this Addendum shall have the meaning ascribed to it under the Agreement.
1. Controlling Law and Disputes. In addition to Section 18.5 of the General Terms & Conditions, the Brand Partner irrevocably consents to arbitration in New York, agrees to waive any objection based on forum non conveniens, and acknowledges that this dispute resolution process is entered into knowingly and voluntarily, notwithstanding their residence in Canada.
2. Compensation. In regards to Section 6 of the General Terms & Conditions, unless otherwise specified in the Agreement, the Fee shall be paid in United States Dollars (USD). The Brand Partner shall be responsible for any applicable currency conversion charges or exchange rate variances.
Notwithstanding anything contrary in this Addendum and the Agreement, the Fee shall be inclusive of all sales, use, value-added, excise or other similar taxes except for taxes referred to below.
Brand Partner or his/her Authorized Representative will be entitled to charge Rockstar any Goods and Services Tax (“GST”) / Harmonized Sales Tax (“HST”) that is required to be collected by Brand Partner or his/her Authorized Representative, provided that the collecting party is duly registered for GST/HST purposes pursuant to the Excise Tax Act (Canada) (the “ETA”) and provided the collecting party issues a valid tax invoice in accordance with below.
In order to timely process payments, Brand Partner or its Authorized Representative shall submit invoices for the Fee (“Invoices”) pursuant to the Agreement. Such Invoices shall be valid tax invoices in a form acceptable to Rockstar, and must, at a minimum, contain all information prescribed pursuant to the ETA for GST and HST purposes, including the amount of GST/HST payable and the GST/HST registration numbers of both Brand Partner and Authorized Representative. It is acknowledged that Rockstar is not obliged to pay any applicable GST/HST to the Brand Partner or Authorized Representative unless and until Rockstar has received a valid tax invoice for the underlying supply.
Rockstar shall be entitled to deduct and withhold from any payment payable pursuant to or contemplated by the Agreement such amounts as are required to be deducted and withheld with respect to the making of such payment under applicable tax laws, with withheld amounts to be paid over to the appropriate governmental entity in the time and manner required by applicable laws. Any such amounts deducted and withheld from the amounts otherwise payable pursuant to the Agreement shall be treated for all purposes under the Agreement as having been paid to Brand Partner or Authorized Representative, as the case may be. Moreover, to the extent that the consideration payable by Rockstar or otherwise deliverable to Brand Partner or Authorized Representative under the Agreement is not reduced by such deductions or withholdings, Brand Partner and Authorized Representative shall indemnify Rockstar for any amounts imposed by any governmental authority in respect thereto, together with any related damages, such as any penalty, fine, interest or other charge.
3. Additional Representations and Warranties. In addition to the Representations and Warranties made in Section 12 of the General Terms & Conditions, Brand Partner represents and warrants that:
a. He/she is a primary resident of Canada; performs services under the Agreement in Canada; and/or has a majority Canadian social media following;
b. All necessary authorizations, notices and consents are in place to enable Rockstar to lawfully process Personal Information provided by Brand Partner, including to disclose such Personal Information to Rockstar and allow Rockstar to subsequently process that Personal Information as permitted by this Agreement or by the applicable privacy laws;
c. Brand Partner shall only provide Rockstar the Personal Information necessary for Brand Partner to provide the Services in connection with this Agreement or as permitted by applicable privacy laws. To the extent Brand Partner believes it provided Personal Information to Rockstar unlawfully or contrary to this Agreement, it shall notify Rockstar without delay; and
d. Brand Partner is not a “non-resident” of Canada within the meaning of the Income Tax Act (Canada).
Authorized Representative (if applicable) represents and warrants that:
a. Authorized Representative shall only provide Rockstar the Personal Information necessary for Authorized Representative and/or Brand Partner to provide the Services in connection with this Agreement or as permitted by applicable privacy laws. To the extent Authorized Representative believes it provided Personal Information to Rockstar unlawfully or contrary to this Agreement, it shall notify Rockstar without delay; and
b. Authorized Representative is not a “non-resident” of Canada within the meaning of the Income Tax Act (Canada).
4. Language. The Agreement and this Addendum are drafted and understood in the English language at the express request of the Parties. (The following is a French translation of the preceding sentence: Les parties aux présentes ont expressément convenu que la présente entente ainsi que l’avenant sont rédigés et compris en langue anglaise.)
5. Data Privacy and Consent
Brand Partner understands that Rockstar and any service provider it engages for this purpose will distribute his/her personal information (such as name, image, and voice, the “Personal Information”) on Rockstar’s digital and traditional platforms (such as social media, web banner, microsite, press release, industry presentation, etc.) as provided in the Agreement.
Brand Partner understands that, as part of the Agreement, his/her Personal Information will be distributed by Rockstar and any service provider it engages for this purpose to the general public throughout the world, for Rockstar’s promotional purposes, and that his/her Personal Information may remain online even after the Agreement ends.
Brand Partner understands that his/her Personal Information will be accessible outside Canada as part of its distribution to the general public. Aside from this, his/her Personal Information may be communicated or made accessible to Rockstar’s service providers or other third parties (for example, to a government or a court, where ordered) in the normal course of Rockstar’s activities, as described in Rockstar’s Privacy Policy located at https://www.rockstarenergy.com/pages/privacy-notice.
Brand Partner understands that if he/she has any concerns regarding any specific instances of use or communication of his/her Personal Information, Brand Partner can contact Rockstar’s privacy office at legal@celsius.com. Brand Partner can also contact the privacy office to exercise his/her rights to access or rectify his/her Personal Information as permitted by law and the Agreement. Brand Partner understands that since Brand Partner is being paid for the distribution of his/her Personal Information, Brand Partner may only withdraw consent to its use or communication after the termination of the Agreement or as otherwise permitted under the Agreement. Otherwise, his/her consent is valid for the term of the Agreement.
By signing the Agreement, Brand Partner consents to the use and communication of his/her Personal Information as described above.
