-By Clicking “I Agree” you agree to the terms and conditions of this prep rep agreement between you and Prep Outfitters LLC which will govern your relationship with Prep Outfitters LLC. By applying for and participating in the Prep Rep program, you agree to be legally bound by and comply with these prep rep terms and conditions, including all applicable policies.

-If you do not agree to these terms and conditions, click “I do not agree” and do not submit an application. At any time you no longer wish to be bound by these terms and conditions, you must immediately email Prep Outfitters LLC.

By submitting Your application and participating in the Program, You agree as follows:

Eligibility. To enroll in the Program, You must complete and submit the online application. Initial approval of Your application does not mean that all information or actions set forth in the application comply with the Prep Rep Terms, and it is Your continuing duty to ensure Your compliance. We may reject Your application and/ or dismiss You from the Program at any time at our sole discretion.

You must provide Your full and accurate legal name, a valid email address, and any other information required to complete the application for the Program. You will only provide true and accurate information to Prep Outfitters, and will update any such information as necessary to ensure that such information is kept complete and accurate. You will not use any “bot” or other automated method to enroll or participate in the Program.

  • You acknowledge and agree that You meet the following eligibility criteria:
  • You have read, understand, and agree to be bound by the Prep Rep Terms.
  • You are eighteen (18) years of age or older.
  • You reside in the United States.
  • You are authorized to work in the United States (proof of which may be requested by Prep Outfitters LLC).
  • You maintain and actively use an account on at least one form of social media, including Facebook, Twitter, Pinterest, Snapchat, Instagram, and YouTube, which have been approved by Prep Outfitters (collectively, “Approved Media”). Your accounts on Approved Media are referred to as “Accounts.”

Responsibilities

You agree to use Your best efforts to market and promote the Prep Outfitters Products on Your Accounts (the “Promotional Services” or the “Services”) in a manner consistent with the authorized use for each product as outlined on product labels. You are required to notify Prep Outfitters of Your Accounts on Approved Media and add Prep Outfitters as a friend/ follower. You will be notified of any additional Approved Media as it becomes available.

You agree to perform the following Promotional Services:
Create and post photo and video content promoting the Prep Outfitters Products and/ or any related campaign as Prep Outfitters may request from time to time (“Content”).

Share and promote Your personal discount code for Prep Outfitters Products to encourage followers to purchase them.
Communicate, network and/ or collaborate with social media influencers, Prep Outfitters social media followers and customers, and any other individuals requested by Prep Outfitters, to promote the Prep Outfitters Products as a tool to achieve certain health and fitness goals.
Promptly respond to communications from Prep Outfitters personnel in text, email, phone or any other form.
If requested by Prep Outfitters, attend events, including without limitation, photo and video shoots (“Appearances”).

You agree that Prep Outfitters may post, re-post, upload, and otherwise re-use any of Your Content at any time, without compensation other than what is provided in the Prep Rep Terms. You acknowledge and agree that You are responsible for:

  • Any and all activity undertaken in connection with Your participation in the Program;
  • Maintaining Your Accounts to ensure compliance with all applicable laws, rules, regulations and policies (collectively, the “Law”), including providing any notifications to followers as necessary to effect compliance with Law;
  • Conducting Yourself at all times with the highest degree of professionalism, behaving in a legal, ethical and business-like manner and maintaining the highest standards of integrity, honesty and responsibility in Your dealings with Prep Outfitters, its staff, customers and sales representatives;
  • Presenting and demonstrating Prep Outfitters Products in a positive, truthful and sincere manner and not engaging in any activity or action that may damage
  • Prep Outfitters reputation or the reputation of its products or services;
  • Not using Prep Outfitters, or any trademarks, copyrighted materials, or other Intellectual Property of Prep outfitters in any advertising, social media, or in literature other than material published by Prep Outfitters, without first obtaining the express written permission of Prep Outfitters; and
  • Complying with the Prep Rep Terms, and Prep Outfitters terms of use and privacy policy.

Prohibitions/ Restrictions.

The Prep Rep agrees and understands that if any Content posted by or associated with a Prep Rep is deemed offensive or inappropriate, that Prep Rep will be deemed, at the sole discretion of Prep Outfitters, ineligible to participate in the Program. The Prep Rep will then be disqualified from receiving any further commission, recognition, communication or compensation from Prep Outfitters. Prep Reps will also be disqualified in the event it takes any of the following actions, each a material breach of the Prep Rep Terms:

  • Makes any representations or warranties on behalf of Prep Outfitters, other than the ones contained in Prep Outfitters marketing and promotional information;
  • Fails to comply with any of the Prep Rep Terms;
  • Prep Outfitters Products through unsolicited or spam emails or otherwise violates any Laws regulating electronic communications;
  • Engages in, promotes, or contributes to, or creates a platform for, the publishing, hosting, or promotion of sexually explicit materials, scantily clad images or video, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, or of any content that is unlawful, harmful, threatening, defamatory, obscene, harassing or otherwise objectionable to Prep Outfitters in Prep Outfitters sole discretion;
  • Transmits messages or images inconsistent with the positive images and/ or good will with which Prep Outfitters wishes to associate;
  • Engages in, promotes, or contributes to any activity, software, or materials that may divert commissions from other participants in the Program;
  • Engages in, promotes, or contributes to any illegal activity or violates Prep Outfitters or any third party’s legal rights, and/ or intellectual property rights;
  • Engages in “spam” advertising, sends unsolicited commercial email, posts commercial messages to any forum that prohibits such messages, or engages in any other advertising or marketing practices that are deceptive, misleading, fraudulent, or otherwise objectionable in Prep Outfitters sole discretion. You may not present Prep Outfitters banners, images or videos as if they are Your own or any other site’s (which is usually referred to as copyright or trademark infringement, and is illegal) as it may cause a customer to opt-in thinking they are signing up to receive Prep outfitters communications rather than Yours;
  • Posts any links to the Prep Outfitters website or any other Prep Outfitters platform on Reddit.com or any sub-page, sub-domain, or sub-thread thereof;
  • Creates or links to a website that copies, resembles, has the look and feel of or creates the impression that it is the Prep Outfitters website or any other platform of Prep Outfitters;
  • Reads, intercepts, records, redirects, interprets or fills in the contents of any electronic form or other materials submitted to SRC by any person or entity;
  • Uses any promotional coupon or code that is not provided to Prep Reps by Prep Outfitters for the Program, or runs any ad with any of Prep Outfitters URLs offering prep rep commissions;
  • Sells or re-sells any of the Prep Outfitters Products, or offers a cash incentive or discount on Prep Outfitters Products as a means of promotion; or
  • Takes any action (or fail to take an action), that is deemed to be unsuitable to Prep outfitters, in its sole discretion.
    Rights of Prep Outfitters LLC. Prep Outfitters reserves the right to preview Prep Reps Content from time to time upon request and reserves the right to request changes to and/or removal of Content in its sole discretion. We have the right to monitor Your Accounts at all times to ensure that Your Accounts comply with the Prep Rep Terms, the Law, and any other requirements. We may notify You of any changes to Your Content or Accounts that we feel should be made.
  • Without limiting our rights as stated herein, we may terminate Your participation in the Program if You do not make any changes to Your Account that we feel are necessary or appropriate. We reserve the right to terminate Your participation in the Program immediately and without notice to You should we suspect that
  • You have committed fraud or otherwise violated the Prep Rep Terms. If such fraud or abuse is detected, Prep Outfitters shall not be liable to You for any commissions for such fraudulent sales.

Independent Contractor. By entering into the Prep Rep Terms, You agree that:

  • You are customarily engaged in an independent business providing marketing and Prep Rep services, and are not an employee of Prep Outfitters. Therefore, You are not entitled to any benefits provided by Prep Outfitters to its employees, including, without limitation, worker’s compensation benefits or group insurance. Nothing in the Prep Rep Terms should be construed to create an employer-employee relationship or any other relationship other than that of an independent contractor.
  • Prep Outfitters will not have control or exercise direction over the methods by which You perform the Services. You are responsible for creating content and determining when Your Content will be shared, with the exception of time-sensitive projects as identified by Prep Outfitters.
  • You are responsible for Your own federal, state and local income, social security, unemployment, sales, disability and any other applicable local, state or federal taxes arising out of Your performance of Services under the Prep Rep Terms. If applicable, Prep Outfitters will report amounts paid to You by filing Form 1099-Misc. with the Internal Revenue Service, as required by Laws.
  • You understand and agree that Prep Outfitters will not withhold or make payments for social security, unemployment insurance or disability insurance contributions on Your behalf. You agree to indemnify and defend Prep Outfitters against any and all such taxes or contributions. You are also responsible for all costs, liabilities and expenses You may incur in connection with performing Services under the Prep Rep Terms.

Payment:

Payment for Services. In consideration of the Promotional Services and rights granted to Prep Outfitters with respect to Content, Prep Reps will be compensated as follows:

  • A Commission will be paid out monthly to each Prep Rep via the Cash Application
  • The Cash Application username must be provided in to Prep Outfitters LLC
  • Commission will be paid to the Prep Rep in the total of 10% per sale and tracked through the Prep Rep Website service.
  • Commissions will not be paid based on any sales or amounts that are attributed to spam, credit card fraud, or returned to Prep Outfitters. If a sale is canceled or refunded for any reason, any paid commission will be deducted from the amount owed to the Prep Rep and any subsequent payment. Prep Reps will not be paid a commission on sales or orders that are in delinquent status.
  • Prep Rep commissions are counted and final numbers are deemed final at the sole discretion and decision of Prep Outfitters. Prep Outfitters also reserves the right to change the dates of the commission payout.
  • Prep Reps should clearly advise followers/ customers to use the Prep Reps promotional URL to purchase Prep Outfitter Products in order for Prep Rep to receive commission.
  • While Prep Outfitters makes every reasonable effort to accurately track and pay commissions for all Prep Rep sales, Prep Outfitters is not responsible nor shall be held liable for any technical difficulties, outside events, actions by other Prep Reps, or other uncontrollable events that may disrupt or interfere with Prep Reps ability to track sales or pay commissions. Prep Outfitters has the right to pay commissions to any other person, in its discretion.

Intellectual Property.

All Prep Outfitters trade names, trademarks, logos, slogans, domain names, trade dress, coupons, hypertext links, promotional codes, designs, works of authorship, and other advertising and marketing material (collectively, the “Prep Outfitters Intellectual Property”) is the property of Prep Outfitters, and You will not use such Prep Outfitters Intellectual Property except in the form provided to You through the Program, and solely for the purpose and in the manner specifically authorized by Prep Outfitters.

  • Unless and only to the extent explicitly authorized by Prep Outfitters, You will not modify any Prep Outfitters Intellectual Property or use any modified or derivative version of any Prep Outfitters Intellectual Property.
  • Unless and only to the extent explicitly authorized by Prep Outfitters, You will not purchase, use or register any domain name, or any social media profile name, handle, or moniker, that comprises or incorporates any Prep Outfitters Intellectual Property or any variations, derivatives or misspellings thereof.
  • You will not publish, host, or promote any Prep Outfitters Intellectual Property or other material that misrepresents Your relationship with Prep Outfitters or implies that You are an official site, authorized dealer, or otherwise specially connected with or sponsored by SRC. Without limiting the foregoing, You will not publish, host, or promote any press releases, print advertising, or co-branding items that reference Prep Outfitters or make use of any Prep Outfitters
  • Intellectual Property or any variations or derivatives thereof, except to the extent expressly authorized by Prep Outfitters.
  • You agree that any and all content, photos, videos, verbiage, pictures, writings, other work product and/ or works of authorship generated as part of the content or otherwise related to the work that You do for Prep Outfitters (collectively, the “Content”) shall be sole and exclusive property of Prep Outfitters, and
  • You irrevocably assign to Prep Outfitters all right, title and interest in any Content that You create, or to which You contribute, including all intellectual property rights contained therein. You acknowledge and agree that Prep Outfitters is expressly authorized to use Your name, likeness, voice, signature, photograph, image, distinctive appearance, gestures or mannerisms as part of any Content, such use will not constitute an infringement of any of Your rights, and all Your rights relating to or embodied in any Content are hereby waived.
  • Prep Outfitters may post any and all of the Content on social media outlets (including but not limited to YouTube, Facebook and Instagram) at its discretion, in perpetuity, at no charge. You acknowledge and agree that all Content was specially requested by Prep Outfitters, and further agree that it shall be considered a work made for hire within the meaning of the copyright laws of the United States (together with any modifications, improvements or enhancements). Prep Outfitters may use and/or re-use the Content, alone or with other material, in its sole discretion, without any obligation to give You any ownership, credit or remuneration.

Confidential Information.

Prep Outfitters may disclose to You confidential or proprietary information and trade secrets from time to time (collectively, “Confidential Information”). Prep Outfitters Confidential Information includes, without limitation, all non-public or proprietary information and Prep Outfitters Intellectual Property, including, but not limited to specifications, ingredients and other proprietary information relating to the Prep Outfitters Products, sales figures, software passwords, customers, names and contact information, event format, presentation content, inventions, financial information, business plans, business processes, marketing plans, marketing strategies, marketing copy, financial projections, personal information of employees and agents, sponsorship strategies, relationships with vendors, technical data, software designs, drawings, specifications, models, source code, object code, documentation, diagrams, flow charts, inventions, techniques, marketing and other future plans. You agree to hold all Confidential Information in the strictest confidence and not to disclose the Confidential Information to any third party. You agree that Prep Outfitters is (and will remain) the sole and exclusive owner of all right, title and interest in and to the Confidential Information, and all Prep Outfitters Intellectual Property. You further agree that You will not, and will cause any employees and other agents to not, use Prep Outfitters Confidential Information for the benefit of anyone other than Prep Outfitters. You agree not to use Prep Outfitters Confidential Information for any purpose except in the performance of Your obligations under the Prep Rep Terms.

Term; Termination.

The term of the Prep Rep Terms shall begin upon submission of Your application and continue until December 15, 2020 unless sooner terminated. The Prep Rep Terms may be terminated by Prep Outfitters immediately at any time, with or without cause, upon Prep Outfitters written notice to You; and by You upon thirty (30) days written notice by You to Prep Outfitters. Prep Reps who do not follow the applicable requirements can be subject to termination, suspension, or their commissions being held until all requirements are followed. The obligations related to Confidential Information will continue perpetually after the termination of the Prep Rep Terms.

Indemnity.

You will at all times defend, indemnify and hold harmless Prep Outfitters (including, without limitation, all related and affiliated entities and their respective directors, officers, shareholders, agents and representatives) from and against any and all claims of whatever nature, including without limitation: (i) any violation of Law committed by You or Your agents; and/ or (ii) Your participation in the Program, and/ or Your breach of any obligation, representation or warranty set forth in the Prep Rep Terms. Your obligation to indemnify and defend Prep Outfitters as set forth in this Section shall include reimbursement of any and all legal fees and related costs and expenses incurred by Prep Outfitters in connection with any such claim.

Limitation of Liability. Prep Outfitters WILL NOT BE LIABLE TO YOU UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF Prep Outfitters HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE PREP REP TERMS, IN NO EVENT SHALL Prep Outfitters CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THE PREP REP TERMS, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSIONS PAID TO YOU UNDER THE PREP REP TERMS.

Modification.

Prep Outfitters may change the Prep Rep Terms in the future. Unless the Prep Rep Terms or Law specify/(ies) otherwise, we will give You thirty (30) days prior notice of any significant change to the Prep Rep Terms. 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 the Prep Rep Terms by making any typed, handwritten, or any other changes to them for any purpose.

This agreement was last updated July 29, 2019.

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