SWEAT SQUAD
PROGRAM AGREEMENT

NOOMA encourages the advertising and promotion of its products by our chosen members of the health, fitness, and wellness communities. This agreement outlines the terms and conditions required of Sweat Squad members partnered with NOOMA in the United States.

By applying to become a Sweat Squad member for NOOMA, you agree to the following terms:

1. Endorsed Products:

Endorsed products are products sold under any of the NOOMA family of brands, including all of the NOOMA brand names.

2. Sweat Squad Requirements:

Your requirements as a Sweat Squad member are outlined in the Sweat Squad Requirements section that was presented to you in your online application and on the Sweat Squad Details page and is hereby incorporated into this agreement by reference.

Sweat Squad members who do not follow the requirements can be subject to termination or suspension.

3. Contract Territory:

You will be a United States based Sweat Squad member, the territory for a U.S. Sweat Squad member shall be within the United States exclusively and all U.S. territories.

4. Exclusivity:

You agree that you will not endorse any other sports drinks, including but not limited to recovery drinks, organic electrolyte drinks, “superdrinks”, coconut waters, or any other products that NOOMA considers a sports drink or competitor. Current product endorsements must be approved by a NOOMA team member and NOOMA has the final say on its exclusivity decisions.

5. Use of Endorsed Products:

You acknowledge and agree that you have read all product warning labels, that you are over the age of 18, and you have no medical condition that prevents you from taking our product; all products provided as part of this relationship may not be resold.

6. Promotion of Endorsed Products:

You agree to use your best efforts to promote the Endorsed Products in a manner consistent with its authorized use and as outlined on product labels. The promotion structure of Endorsed Products shall be as outlined in communications from the NOOMA team. Approved social media sites include Instagram, Facebook, Twitter, and YouTube. You are required to notify NOOMA of the primary social media outlet you use and add NOOMA (@drinknooma) as a friend/follower. You will be notified of any additional approved social media sites as they become available.

7. Prohibited Content:

Ambassador agrees that they will not post content on any social media platform, as determined by NOOMA in its sole discretion, that:

  • is pornographic, sexually explicit or suggestive, or contains profanity or nudity;
  • is unnecessarily violent or derogatory of any ethnic, racial, gender, religious, professional or age group;
  • promotes illegal drugs, tobacco, firearms/weapons (or the use of any of the foregoing);
  • promotes any activities that may appear unsafe or dangerous;
  • is obscene or offensive, or endorses any form of hate or hate group;
  • defames, misrepresents or contains disparaging remarks about other people or entities;
  • communicates messages or images inconsistent with the positive images and/or good will with which NOOMA wishes to associate;
  • violates any law.

8. Indemnification:

You agree to hold NOOMA (Non-Acidic Beverages, LLC.), its officers, agents, assignees and employees harmless for any liability from any injury or damage arising from the use or promotion of any Endorsed Product.

9. Relationship:

You are an independent contractor; this agreement shall not be construed as creating an employer/employee relationship.

10. Confidentiality/Use:

Occasionally we may share information with you that is confidential in nature, such information will be identified as confidential and you are expected to maintain this information in the strictest confidence. Any disclosure of confidential information will terminate this agreement and result in legal action.

11. Intellectual Property:

The Sweat Squad member acknowledges and hereby agrees to grant NOOMA, the unlimited and unencumbered use of any and all work product developed by the Sweat Squad member in conjunction with the performance of services for NOOMA. Work product includes but is not limited to all social media posts, pictures, images, videos, recordings, taglines, hashtags, posts, commentary, and designs.

a. Except where prohibited by law or regulation, the Sweat Squad member grants NOOMA and its successors, assigns, licensees and designees permission to use the Sweat Squad member’s name, Social Media Platform account name, photograph (including, but not limited to, Social Media Platform account profile photo), voice and/or other likeness, in all media now known or hereafter discovered (including, without limitation, on NOOMA’s websites and via NOOMA’s Social Media Platform accounts), worldwide in perpetuity, for any purpose without additional compensation, consideration, notification or consent.

b. The Sweat Squad member is not authorized to use any copyrighted content from any other companies to promote the NOOMA’s brand. NOOMA will not be responsible for any disputes involving the unauthorized use of any other company's intellectual property.

12. Term and Termination:

The effective date of this agreement is January 1, 2018. The term of this agreement is one (1) year from the effective date. This agreement will automatically renew at the end of each term for successive one (1) year terms unless either party gives the other written notice of termination at least 30 days prior to the end of the relevant term. Notwithstanding the foregoing, either party may terminate this agreement at any time, with or without cause.

13. Governing Law:

This Agreement shall be construed in accordance with the laws of the State of Wyoming. In the event that arbitration is unsuccessful, you agree to submit to venue and personal jurisdiction in any state or federal court sitting in the County of Cuyahoga, State of Ohio in any action or proceeding arising out of or related, directly or indirectly, to this agreement.

14. Removal:

We reserve the right to remove any member from our Sweat Squad Program.

15. Modification:

We may change the terms and conditions of this Agreement in the future. Unless this Agreement or applicable law specifies otherwise, we will give you thirty (30) days prior notice of any significant change to this Agreement. If you find the change unacceptable, you have the right to terminate the Agreement. However, if you continue to receive the benefits of the Agreement after the end of the notice period of the change, you will be considered to have accepted the changes. You may not modify this Agreement by making any typed, handwritten, or any other changes to it for any purpose.

16. Entire Agreement:

This agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether written or oral, between the parties.

SWEAT SQUAD PROGRAM AGREEMENT

NOOMA encourages the advertising and promotion of its products by our chosen members of the health, fitness, and wellness communities. This agreement outlines the terms and conditions required of Sweat Squad members partnered with NOOMA in the United States.

By applying to become a Sweat Squad member for NOOMA, you agree to the following terms:

1. Endorsed Products:

Endorsed products are products sold under any of the NOOMA family of brands, including all of the NOOMA brand names.

2. Sweat Squad Requirements:

Your requirements as a Sweat Squad member are outlined in the Sweat Squad Requirements section that was presented to you in your online application and on the Sweat Squad Details page and is hereby incorporated into this agreement by reference.

Sweat Squad members who do not follow the requirements can be subject to termination or suspension.

3. Contract Territory:

You will be a United States based Sweat Squad member, the territory for a U.S. Sweat Squad member shall be within the United States exclusively and all U.S. territories.

4. Exclusivity:

You agree that you will not endorse any other sports drinks, including but not limited to recovery drinks, organic electrolyte drinks, “superdrinks”, coconut waters, or any other products that NOOMA considers a sports drink or competitor. Current product endorsements must be approved by a NOOMA team member and NOOMA has the final say on its exclusivity decisions.

5. Use of Endorsed Products:

You acknowledge and agree that you have read all product warning labels, that you are over the age of 18, and you have no medical condition that prevents you from taking our product; all products provided as part of this relationship may not be resold.

6. Promotion of Endorsed Products:

You agree to use your best efforts to promote the Endorsed Products in a manner consistent with its authorized use and as outlined on product labels. The promotion structure of Endorsed Products shall be as outlined in communications from the NOOMA team. Approved social media sites include Instagram, Facebook, Twitter, and YouTube. You are required to notify NOOMA of the primary social media outlet you use and add NOOMA (@drinknooma) as a friend/follower. You will be notified of any additional approved social media sites as they become available.

7. Prohibited Content:

Ambassador agrees that they will not post content on any social media platform, as determined by NOOMA in its sole discretion, that:

  • is pornographic, sexually explicit or suggestive, or contains profanity or nudity;
  • is unnecessarily violent or derogatory of any ethnic, racial, gender, religious, professional or age group;
  • promotes illegal drugs, tobacco, firearms/weapons (or the use of any of the foregoing);
  • promotes any activities that may appear unsafe or dangerous;
  • is obscene or offensive, or endorses any form of hate or hate group;
  • defames, misrepresents or contains disparaging remarks about other people or entities;
  • communicates messages or images inconsistent with the positive images and/or good will with which NOOMA wishes to associate;
  • violates any law.

8. Indemnification:

You agree to hold NOOMA (Non-Acidic Beverages, LLC.), its officers, agents, assignees and employees harmless for any liability from any injury or damage arising from the use or promotion of any Endorsed Product.

9. Relationship:

You are an independent contractor; this agreement shall not be construed as creating an employer/employee relationship.

10. Confidentiality/Use:

Occasionally we may share information with you that is confidential in nature, such information will be identified as confidential and you are expected to maintain this information in the strictest confidence. Any disclosure of confidential information will terminate this agreement and result in legal action.

11. Intellectual Property:

The Sweat Squad member acknowledges and hereby agrees to grant NOOMA, the unlimited and unencumbered use of any and all work product developed by the Sweat Squad member in conjunction with the performance of services for NOOMA. Work product includes but is not limited to all social media posts, pictures, images, videos, recordings, taglines, hashtags, posts, commentary, and designs.

a. Except where prohibited by law or regulation, the Sweat Squad member grants NOOMA and its successors, assigns, licensees and designees permission to use the Sweat Squad member’s name, Social Media Platform account name, photograph (including, but not limited to, Social Media Platform account profile photo), voice and/or other likeness, in all media now known or hereafter discovered (including, without limitation, on NOOMA’s websites and via NOOMA’s Social Media Platform accounts), worldwide in perpetuity, for any purpose without additional compensation, consideration, notification or consent.

b. The Sweat Squad member is not authorized to use any copyrighted content from any other companies to promote the NOOMA’s brand. NOOMA will not be responsible for any disputes involving the unauthorized use of any other company's intellectual property.

12. Term and Termination:

The effective date of this agreement is January 1, 2018. The term of this agreement is one (1) year from the effective date. This agreement will automatically renew at the end of each term for successive one (1) year terms unless either party gives the other written notice of termination at least 30 days prior to the end of the relevant term. Notwithstanding the foregoing, either party may terminate this agreement at any time, with or without cause.

13. Governing Law:

This Agreement shall be construed in accordance with the laws of the State of Wyoming. In the event that arbitration is unsuccessful, you agree to submit to venue and personal jurisdiction in any state or federal court sitting in the County of Cuyahoga, State of Ohio in any action or proceeding arising out of or related, directly or indirectly, to this agreement.

14. Removal:

We reserve the right to remove any member from our Sweat Squad Program.

15. Modification:

We may change the terms and conditions of this Agreement in the future. Unless this Agreement or applicable law specifies otherwise, we will give you thirty (30) days prior notice of any significant change to this Agreement. If you find the change unacceptable, you have the right to terminate the Agreement. However, if you continue to receive the benefits of the Agreement after the end of the notice period of the change, you will be considered to have accepted the changes. You may not modify this Agreement by making any typed, handwritten, or any other changes to it for any purpose.

16. Entire Agreement:

This agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether written or oral, between the parties.

    
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