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Affiliate Sign-up Agreement
MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding (the “MOU”) is entered into 2021-04-28 (the “Effective Date”), by and between (the “AFFILIATE”) and Paperboy Entertainment World-wide with an address of 3220 West Monte Vista Ave Suite 176, Turlock, CA , 95380 (the “HIRING PARTY”), collectively “the Parties.”
WHEREAS, the Parties desire to enter into an agreement and covenant to be bound by the terms set forth in this Agreement as follows:
WHEREAS, the Parties desire to memorialize certain terms and conditions of their anticipated endeavor;
NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows:
1. Purpose and Scope. The Parties intend for this MOU to provide the foundation and structure for any and all possibly anticipated binding agreements related to the Worldwide Battle of The Rappers.
This MOU should not establish or create any type of formal agreement or obligation. Instead, it is an agreement between the Parties to work together in such a manner to encourage an atmosphere of collaboration and alliance in the support of an effective and efficient partnership to establish and maintain objectives and commitments with regards to all matters related to the Worldwide Battle of The Rappers.
2. Objectives. HIRING PARTY shall employ “AFFILIATE REP” as an Independent Contractor under this Agreement. In this capacity, both Parties shall have the following duties and undertake the following responsibilities:
a. The “AFFILIATE REP” shall work with the Hiring Party in a cooperative and coordinated effort so as to bring about the achievement and fulfillment of the purpose of the MOU.
b. The “AFFILIATE REP” shall register as many battle rappers as possible to enter the contest including the payment of the entry fee and a waiver of rights signed by the battle rapper to the Hiring Party either in physical copy or by electronic scan copy.
c. The “AFFILIATE REP” will receive $25 Commission off of each contestant.
d. The “AFFILIATE REP” will be required to promote the upcoming Worldwide Battle of The Rappers contest. A minimum of (4) days per week on all social media platforms.
3. Term. This Agreement shall commence upon the Effective Date, as stated above, and will continue until November 27, 2021 11:59 PM EST.
4. Termination. This Agreement may be terminated at any time by either Party upon 30 days written notice to the other party.
5. Representations and Warranties. Both Parties represent that they are fully authorized to enter into this Agreement. The performance and obligations of either Party will not violate or infringe upon the rights of any third-party or violate any other agreement between the Parties, individually, and any other person, organization, or business or any law or governmental regulation.
6. Indemnity. The Parties each agree to indemnify and hold harmless the other Party, its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from the negligence of or breach of this Agreement by the indemnifying party, its respective successors and assigns that occurs in connection with this Agreement. This section remains in full force and effect even after termination of the Agreement by its natural termination or the early termination by either party.
7. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY DAMAGES RESULTING FROM ANY PART OF THIS AGREEMENT SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFIT OR LOST BUSINESS, COSTS OF DELAY OR FAILURE OF DELIVERY, WHICH ARE NOT RELATED TO OR THE DIRECT RESULT OF A PARTY’S NEGLIGENCE OR BREACH.
8. Severability. In the event any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Agreement and all other provisions should continue in full force and effect as valid and enforceable.
9. Waiver. The failure by either party to exercise any right, power or privilege under the terms of this Agreement will not be construed as a waiver of any subsequent or further exercise of that right, power or privilege or the exercise of any other right, power or privilege.
10. Legal Fees. In the event of a dispute resulting in legal action, the successful party will be entitled to its legal fees, including, but not limited to its attorneys’ fees.
11. Legal and Binding Agreement. This Agreement is legal and binding between the Parties as stated above. This Agreement may be entered into and is legal and binding both in the United States and throughout Europe. The Parties each represent that they have the authority to enter into this Agreement.
12. Governing Law and Jurisdiction. The terms of this Agreement shall be governed exclusively by the laws of the State of California (not including its conflicts of law provisions). Any dispute arising from this Agreement shall be resolved through mediation. If the dispute cannot be resolved through mediation, then the dispute will be resolved through binding arbitration conducted in accordance with the rules of the American Arbitration Association.
13. Entire Agreement. The Parties acknowledge and agree that this Agreement represents the entire agreement between the Parties.
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