Terms

Terms

By clicking “I agree” you, (also referred to as a “Brand Ambassador”), also agree to all of the following:

1. Definitions.
   1. “Ayatana” means Ayatana XP LLC.
   2. “Ayatana Related Parties” means Ayatana XP LLC, Catalyst-Spirits Inc., The Ultimate Fighting Championship “UFC”, and their respective parent and affiliated companies.
   3. “Company” means Catalyst Spirits Inc.
   4. “Product” means Howler Head Whisky.
2. Professional Conduct. Brand Ambassador agrees that while engaged by Ayatana to promote the Product, Brand Ambassador will not suggest, advocate, condone, or participate in the excessive, abusive, underage or irresponsible consumption of beverage alcohol products, knowingly provide or furnish beverage alcohol or branded material to any person below the relevant legal drinking age, appear substantially intoxicated in public, be arrested for or charged with any civil infraction or criminal offense relating in any way to the possession or consumption of beverage alcohol, including but not limited to driving while intoxicated or while under the influence of alcohol, or that may tend to bring Brand Ambassador or any of the Ayatana Related Parties into public disrepute, contempt, scandal, or ridicule, that might tend to insult or offend the community or any substantial organized group thereof, or that might tend to injure the success of the Product. While serving as a brand ambassador, Brand Ambassador will comply with applicable local, provincial, and federal rules, laws, regulations, codes, and policies, including but not limited to guidance related to Influencer Marketing issued by the Competition Bureau and Ad Standards including the Disclosure Guidelines. Brand Ambassador also agrees to abide by all rules of any relevant social media platforms, and any Ayatana guidelines provided to Brand Ambassador.
3. Non-Disparagement. Brand Ambassador will not depict the Product or Company’s brands in a manner that could reasonably be perceived as negative, derogatory, or detrimental to the Product, brand, name, reputation or trademarks belonging to any of the Ayatana Related Parties. Brand Ambassador will not alter, distort, misrepresent, or mischaracterize any of the depictions or characterizations of the Product in any manner that violates or contravenes any federal, provincial, or local laws, rules or regulations or that will infringe, harm, tarnish, diminish, dilute, or otherwise damage the goodwill, representation and value of the Product. Should Ayatana deem that any of Brand Ambassador’s communications or depictions are inappropriate, upon receiving notice from Ayatana, Brand Ambassador will immediately remove the applicable communication from any social media accounts and will refrain from issuing any statements or comments regarding such removal, unless previously approved by Ayatana.
4. Brand Ambassador Work. Brand Ambassador acknowledges that the trademarks, service marks, names, titles, symbols, logos, designs, artwork, phrases, trade names and trade dress, and any combination thereof that may be provided by any of the Ayatana Related Parties, whether registered, pending registration, or subsisting at common law and the goodwill associated therewith are the sole and exclusive property of the respective Ayatana Related Party. Brand Ambassador accepts and recognizes that no right or license is granted for any use other than that specified herein. Brand Ambassador agrees that any and all taglines, posts, photos, videos, advertising materials, or developments made or conceived by Brand Ambassador related to the Product or any Ayatana Related Party (“Brand Ambassador Creations”), will be considered “work made in the course of employment” as contemplated by the Canadian Copyright Act and to the extent said materials are not recognized as “work made in the course of employment,” Brand Ambassador hereby assigns all rights of copyright, trademark and intellectual property in said Brand Ambassador Creations to the Ayatana Related Parties, and their respective successors and assigns. The Ayatana Related Parties shall retain worldwide, in perpetuity, all ownership rights to the Brand Ambassador Creations and any part thereof which any of the Ayatana Related Parties may, in their sole discretion, modify, edit, add to, delete from, distribute, license, duplicate, use, and otherwise exploit which may be distributed, exhibited, licensed, sublicensed and otherwise exploited throughout the universe, in perpetuity, by any and all means, media and methods, now known or hereafter devised including, without limitation, any and all forms of Internet, cell transmission, theatrical, non-theatrical or any other form of audio visual and/or audio or visual form of transmission, distribution or exhibition (whether linear, on demand or otherwise). To the extent the “work made in the course of employment” doctrine is not recognized or does not apply, Brand Ambassador hereby assigns all Brand Ambassador Creations and proceeds and all rights in the Brand Ambassador Creations intellectual property rights to the Ayatana Related Parties, throughout the world in perpetuity in all media now known or hereafter devised. Brand Ambassador will obtain all necessary releases, clearances, and other authorizations in the name of the appropriate Ayatana Related Party to use names, likeness, photographs, film, copyrighted materials or any other property or rights belonging to third parties included by Brand Ambassador in any materials used by Brand Ambassador while promoting the Product and any of the Ayatana Related Parties. Brand Ambassador hereby waives in favour of the Ayatana Related Parties all moral rights to the Brand Ambassador Creations and agrees not to assert any moral rights in or to the Brand Ambassador Creations. In addition to other indemnities, Brand Ambassador shall indemnify and hold all of the Ayatana Related Parties harmless from and against any loss, damage, liability, claim, demand, suit or expense (including reasonable attorneys’ fees) which may be incurred by the Ayatana Related Parties as the result of any third party claim, suit or proceeding made or brought against such party based upon claims arising out of or in connection with any such use; provided the Ayatana Related Parties use such materials as authorized and in accordance with any restrictions or limitations disclosed by Brand Ambassador.
5. Right to Use Brand Ambassador’s Name and Image. Brand Ambassador will obtain in the name of the Ayatana Related Parties and their respective assigns: the unrestricted, absolute and irrevocable right and full authorization to sell, convey, assign, reproduce, distribute, display, copyright in its own names, and use, reuse, publish, republish and otherwise exploit Brand Ambassador, including name, signature, likeness, image, voice and overall rights to publicity and any video, photographic portraits, pictures, and/or recordings of Brand Ambassador in any form of media now known or hereafter developed, including electronic or digital media, in composite or distorted in character or form, without restriction as to changes or transformations or reproductions thereof in color or otherwise, and made through any medium now or hereafter used, for any illustration, advertising, promotion, digital media, publicity, magazines, books, editorial use, trade or any other purpose whatsoever (the “Materials”). Brand Ambassador hereby waives any right to inspect or approve the Materials or any advertising or editorial copy or other printed matter that may be used in conjunction therewith or any use to which the Materials may be applied under this release. Brand Ambassador acknowledges that all Materials and other documents associated therewith are the property of the Ayatana Related Parties and will not be returned to Brand Ambassador. In addition to other indemnities, Brand Ambassador hereby releases, discharges and agrees to hold harmless the Ayatana Related Parties from any liability caused by, or arising by virtue of any use whatsoever of the Materials in accordance with the terms hereof, whether intentional or otherwise, including but not limited to any liability for what might be deemed to be misrepresentation or defamation of Brand Ambassador as it relates to character or distortion, alteration, optical illusion, blurring, faulty processing or reproduction which may occur by virtue of the use of the Materials or any written or spoken material which is part of or connected with the Materials.
6. Relationship of the Parties.
   1. While engaged by Ayatana as a brand ambassador for the Product, Brand Ambassador will not:
      1. Provide ambassador or endorsement services, or permit the use or imitation of his/her/their name, photograph, likeness, endorsement, voice or biography, in any way, in connection with the advertising or promotion of any other alcohol beverage product; and
      2. Promote any other competing products, which means any distilled spirits product, and doing so will be considered a material breach not capable of cure; in which case any payments made to Brand Ambassador will be refunded to Ayatana within ten (10) days.
   2. Brand Ambassador understands and agrees that he/she/they are not the exclusive brand ambassador for the Product. None of the Ayatana Related Parties are obliged to use any of the Brand Ambassador Creations, Materials or any service provided by the Brand Ambassador. Nothing contained herein will be construed to place the Brand Ambassador and any of the Ayatana Related Parties in a relationship of partners, joint venturers, principal-agent, or employer-employee, and no party will have any power to obligate or bind the other whatsoever, except as explicitly agreed to in writing otherwise
7. Representations and Warranties. The Brand Ambassador represents and warrants that:
   1. Brand Ambassador is not a party, and will not become a party, to any agreement which would preclude Brand Ambassador’s use of the Materials produced hereunder and/or would conflict with the rights granted and covenants made hereunder.
   2. The rights granted by Brand Ambassador hereunder do not, to the best of Brand Ambassador’s knowledge, infringe the intellectual property, personal, or other property rights of any third party.
   3. Brand Ambassador is not an officer, director, manager, owner or employee of an alcoholic beverage retail licensee and has no ownership interest in an alcoholic beverage retail licensee and any compensation given to Brand Ambassador is not conditioned in any way upon any retail licensee’s purchase or agreement to purchase any alcohol beverage products produced, sold or offered for sale by the Company, and Brand Ambassador’s engagement is not intended to and will not be used to induce any alcohol beverage retailer to purchase any of said products.
8. Indemnification. Brand Ambassador will defend, indemnify and hold the Ayatana Related Parties harmless from and against any and all liabilities, losses, fines, penalties, costs, expenses and reasonable outside attorneys’ fees that arise out of any actions, events or occurrences at any Brand Ambassador performance, and/or Brand Ambassador’s breach of his/her/their representations and warranties and obligations described herein.
9. Survival. The provisions of Sections 4, 5, 7, and 8 survive the expiration or termination of Ayatana’s engagement of the Brand Ambassador.
10. Governing Law. This agreement is governed by and interpreted in accordance with the laws of the Province of Ontario as if fully to be performed therein and without regard to principles of conflicts of law. The superior courts situated in Toronto, Ontario will have the exclusive jurisdiction over all disputes arising under this Agreement.