Terms of Service

I. Services. Subject to the terms and conditions of this Agreement, Track Barn hereby appoints Affiliate as a non-exclusive partner to perform certain services in connection with Track Barn, including demonstration of consistent support and promotion of Track Barn’s products (the “Products”) on various social media platforms including, but not limited to: Facebook, Instagram, Tik Tok, Twitter, YouTube, LinkedIn, and Snapchat (“Social Media Platforms”). Track Barn may provide Affiliate with written notice of any such change. Affiliate will post a minimum of four (4) content items on the Social Media Platforms each calendar month during the term of this Agreement. The content items will contain a photograph or video of a Product or Service and will contain the hashtags #trackbarn #trackbarnfamily

II. Term. The term of this Agreement will begin 24 hours after screening your social media, 2021 and shall have an initial term of twelve (24) months. (“Initial Term”). At the end of the Initial Term or any subsequent renewal term, this Agreement will automatically renew for a period equal to the initial term. (“Renewal Term”). All terms and conditions applied during this Initial Term will remain during the Renewal Term.

III. Compensation. In consideration of the full performance of Affiliate’s services as described herein, Track Barn shall compensate Affiliate as set forth by the following: a. The Affiliate can purchase items at ‘Employee Pricing’ which is defined as 35% off retail list price for soft goods. All items purchased are for personal use only and may not be resold. Products purchased for personal use will not be eligible for any Affiliate compensation.
 b. The Affiliate will earn 5% of the net sales of goods sold using the Affiliate’s appropriate discount code to be paid on a net 30 basis.
i. Soft good items include the following items: uniforms, apparel, footwear, and backpacks.
 ii. Equipment items include all hard goods outside of bags, footwear, and apparel.
c. Shipping is not included in the total sale price and no discounts are offered on shipping. Compensation calculation for any sales will not include Shipping Costs or Sales Tax.
d. The Affiliate understands and acknowledges that the compensation model listed above is the sole compensation for the services described in this agreement and that no additional compensation will be granted.

IV. Liability Waiver, Assumption of Risk. Affiliate, on behalf of he or she, Athlete‘s immediate family members, agents, personal representatives, next of kin, heirs, successors and assigns, and/or any other person or entity affiliated therewith (the "Waiving Parties"), does hereby expressly and knowingly assume all risk of injury from Athlete’s participation in track and field in any manner and does hereby expressly agree to forever discharge, release, defend, indemnify, and hold harmless Track Barn and/or its representatives, corporate affiliates, instructors, successors, and assigns (all of which are collectively referred to herein as the "Releases") from and against all loss, liability, obligation, damage, cost, demand, suit, action, judgment or expense whatsoever (including reasonable attorneys' fees and court costs), whether known or unknown, accrued or contingent, that any of the Waiving Parties may have or contend to have on account of any injury, including permanent disability, death or damage to property, caused by or alleged to be caused in whole or in part as a result of Athlete’s participation in track and field in any manner, including all claims arising out of the negligence of the Releases or otherwise.

V. Relationship of the Parties. Affiliate is an independent contractor. The relationship between Track Barn and the Affiliate shall not be construed to be that of employer and employee, nor to constitute a partnership, joint venture or agency of any kind. Affiliate will not be considered an employee for purposes of any Track Barn employment policy or any employment benefit plan, the Affiliate will not be entitled to any benefits under any such policy or benefit plan. Affiliate is responsible for the payment of its own taxes and insurance. Nothing contained herein shall in any way restrict or otherwise be deemed to prohibit Track Barn from directly or indirectly, on its own or through third parties, from marketing, promoting, distributing or licensing any products or other electronic devices or software to any other party, or from entering into a similar arrangement with any other party.

VI. Trademarks, Ownership. Affiliate acknowledges that the products and any derivatives are covered by patent, copyright, and other intellectual property rights owned or licensed by Track Barn. Affiliates may use Track Barn’s trade names, trademarks and service marks as provided to the Affiliate from time to time (the “Marks'') in the Territory on a non-exclusive basis only during the term of this Agreement and solely for display or advertising purposes in accordance with this Agreement. Marks shall insure to the exclusive benefit of Track Barn. Affiliate acquires no right to any such Marks. Affiliate further agrees: (i) Affiliate will follow the Mark guidelines of Track Barn; (ii) Affiliate will not challenge the validity of Track Barn’s Marks (whether currently in existence or additional Marks) at any time; and (iii) Affiliate will not attempt to register Track Barn’s Marks in any jurisdiction. No rights or licenses with respect to Product or the Marks are granted or deemed granted hereunder or in connection here with, other than those rights expressly granted in this Agreement and all such rights are hereby expressly reserved by Track Barn and its licensors. Affiliate acknowledges that all documentation, any inventions and ideas, written material or other property, tangible or intangible, arising out of or resulting from the affiliate’s performance of the services provided hereunder, including without limitation all photographs, images, themes, materials, and designs developed, created and/or provided by Affiliate (“Work”) is owned by Track Barn, for all purposes. As to copyrights, the Affiliate agrees that all Work shall be deemed a “work made for hire” and that Track Barn shall be deemed the author of the Work for copyright purposes. In the event that any Work is deemed not to be a work made for hire, Affiliate hereby assigns and transfers all right, title, ownership and interest therein, presently known or hereafter ascertained, including, but not limited to, all copyright rights there in, the right to secure the copyright (and all renewals, reissues and extensions thereof) throughout the world, without any restrictions as to use, to Track Barn. Track Barn may reproduce, modify, adapt, create derivative works from, distribute, display, license, assign, transfer and/or otherwise use the Work, and all elements and derivatives thereof, in whole or in part, in all media now known or hereafter developed (including without limitation in the Social Media Platforms, or any other social media websites or applications), worldwide, in perpetuity, royalty-free and without restriction of any kind. Affiliate acknowledges the ownership and validity of Track Barn’s copyrights, brands, trademarks, trade dress and patent rights, whether or not created by or contributed to by the Affiliate.

VII. Likeness. With prior written permission, Affiliate grants to Track Barn the worldwide, perpetual, royalty-free, irrevocable right and permission to photograph, film, videotape, and/or record Affiliate and to display, reproduce, distribute, publish, exhibit and use in any other way Affiliate’s name (including any aliases), likeness, image, photographs, voice, actual and paraphrased statements, biographical information and any other information or attribute identifying or otherwise associated with Affiliate (collectively, “Likeness”), in whole or in part, distorted, altered, modified and/or adapted in character and/or in form, alone and/or accompanied by other material, including any text, image and/or other creative elements that may be used in connection with the Likeness, for any purpose whatsoever, including without limitation for the purpose of publicity, advertising, promotion, and/or other marketing for Track Barn, the Work, and the Products in all media now known or hereafter developed (including without limitation in the Social Media Platforms and other social media websites or applications).

VIII. Confidential information. During the term of this Agreement, Affiliates will regard any information provided to it by Track Barn as confidential (“Confidential Information”). Affiliate will not disclose Confidential Information to any third party without the prior written consent of Track Barn, nor make use of any of Confidential Information except in its performance under this Agreement. Information will not be deemed Confidential Information here under if such information is known prior to receipt from Track Barn without any obligation of confidentiality, or becomes publicly known or otherwise publicly available, except through a breach of this Agreement. Each party accepts responsibility for the actions of its agents or employees and shall protect the other party’s Confidential Information in the same manner as it protects its own valuable confidential information, but in no event shall less than reasonable care be used. Affiliate acknowledges that disclosure of any Confidential Information may give rise to irreparable injury to Track Barn, and Track Barn may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available.

IX. Waiver of Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, MULTIPLE, PUNITIVE OR OTHER INDIRECT LOSS OR DAMAGES, OR FOR ANY LOSS OF PROFITS, BUSINESS OPPORTUNITY OR GOODWILL, A RISING OUT OF THIS AGREEMENT. Track Barn total, cumulative liability for any and all claims and damages under this Agreement, whether a rising by statute, contract, tort or otherwise, will not exceed the amounts paid hereunder during the twelve (12) month period immediately preceding the event giving rise to the claim.

X. Miscellaneous. This Agreement supersedes and cancels any previous agreements or understandings, whether oral, written or implied, heretofore in effect between the Parties and sets forth the entire agreement between the Parties. No modification or change may be made in this Agreement except in writing assigned by each Party. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, excluding its conflict of laws provision and including the provisions of the Uniform Commercial Code as adopted there by. Neither the 1980 United Nations Convention on Contracts for the International Sale of Goods nor the United Nations Convention on the Limitation Period in the International Sale of Goods will apply to this Agreement or any transaction under it. This Agreement may not be assigned by Affiliate without written consent from Track Barn. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective legal representatives, successors and permitted assigns. The waiver by either Party of any right here under or the failure to enforce at any time any of the provisions of this Agreement, or any rights with respect thereto, shall not be deemed to be a waiver of any other rights hereunder or of any breach or failure of performance of the other Party. If, under applicable law or regulation, any provision of this Agreement is invalid or unenforceable, or otherwise directly or indirectly affects the validity of any other material provision(s) of this Agreement (such invalid or unenforceable provision, a “Severed Clause”), this Agreement shall endure except for the Severed Clause.