Athlete Terms of Service and End User License Agreement (Revenue Sharing and Loyalty Program)

IMPORTANT NOTE: This Agreement applies only to athletes who: (i) download, install, access or otherwise use the Application or any component of the Application (including, without limitation, the Application Content); and (ii) have not otherwise entered into ANY FORM OF agreement with VIKTRE REGARDING THE USE OF THE VIKTRE PLATFORM.  IF YOU ARE AN ATHLETE WHO has entered into ANY FORM OF agreement with VIKTRE REGARDING THE USE OF THE VIKTRE PLATFORM, PLEASE DO NOT USE THIS AGREEMENT.

1.        Agreement

These Athlete Terms of Service and End User License Agreement (Revenue Sharing and Loyalty Program) (collectively, the “Agreement”) represent a legally binding, contractual agreement between you (“you”) (and your parent or legal guardian on your behalf if you are an individual who is between the ages of thirteen (13) and the legal age of majority in your jurisdiction of residence – hereinafter, a “Minor”) and Rembrand Sports Inc. (d.b.a. VIKTRE), together with its affiliates (hereinafter referred to as “us”, “we” and/or “VIKTRE”) with respect to your use of the VIKTRE website(s), forum(s) and application(s) (collectively, the “Application”).  This Agreement applies to your use of the Application and each component of the Application (including, without limitation, the Application Content), including all enhancements, updates, versions and modifications to the Application or any component of the Application (including, without limitation, the Application Content).  By clicking the “I Agree” button below, you (and your parent or legal guardian on your behalf if you are a Minor) are: (i) representing that you have reached the legal age of majority in your jurisdiction of residence (or that your parent or legal guardian has consented to your use of the Application and has accepted and agreed to be legally bound by the terms and conditions of this Agreement on your behalf if you are a Minor); (ii) indicating your (and your parent’s or legal guardian’s on your behalf if you are a Minor) acceptance of, and agreement to be legally bound by, all of the terms and conditions of this Agreement; and (ii) consenting, as applicable, to the installation of the Application and all related components and software on your computer, mobile or other device.  Do not download, install, access or otherwise use the Application or any component of the Application (including, without limitation, the Application Content) if you are unwilling or unable to be legally bound by the terms and conditions of this Agreement.  If you (or your parent or legal guardian on your behalf if you are a Minor) do not accept and agree to be legally bound by the terms and conditions of this Agreement, you must click the “I Do Not Agree” button below, in which case you will not be permitted to download, install, access or otherwise use the Application or any component of the Application (including, without limitation, the Application Content). Your use of the Application and each component of the Application (including, without limitation, the Application Content) is at your own risk, including the risk that you might be exposed to content that is inaccurate, objectionable, or otherwise inappropriate, and the risk that content you choose to share in connection with the Application may be misused by third parties.  We suggest you print a copy of this Agreement for your records. 

NOTE TO MINORS: We reserve the right, in our sole and absolute discretion, on a random audit basis to contact a Minor’s parent or legal guardian for the purposes of verifying his/her: (i) agreement to be legally bound by the terms and conditions of this Agreement on the Minor’s behalf; (ii) consent to the Minor’s use of the Application or any component of the Application (including, without limitation, the Application Content); and/or (iii) consent to the collection, use and disclosure of the Minor’s personal information.  Failure of a Minor’s parent or legal guardian to complete any such required verification to our complete satisfaction within the time frame specified by us may, in our sole and absolute discretion, result in the termination, discontinuance, suspension and/or restriction of your Account, your ability to access, visit and/or use the Application or any component of the Application (including, without limitation, the Application Content).  Please note that certain features of the Application (including, without limitation, certain types of Application Content) may be restricted to individuals who have reached a defined age (as set by us in our sole and absolute discretion) and cannot be accessed by Minors (the “Age-Gated Content”).  Any attempt by a Minor to access or otherwise use Age-Gated Content may, in our sole and absolute discretion, result in the termination, discontinuance, suspension and/or restriction of your Account, your ability to access, visit and/or use the Application or any component of the Application (including, without limitation, the Application Content). 

2.        Privacy

Without limiting the generality of this Agreement, your use of the Application is also subject to the terms of the VIKTRE Privacy Policy (the “Privacy Policy”), which is hereby incorporated into and made part of this Agreement.  Please carefully review the Privacy Policy.  When you download, install, access or otherwise use the Application or any component of the Application (including, without limitation, the Application Content), you (and your parent or legal guardian on your behalf if you are a Minor) are agreeing to the collection, use and disclosure of the information you share with VIKTRE and its affiliates, as explained in this Agreement and the Privacy Policy. 

3.        Modification of Agreement by VIKTRE

Subject to applicable law, VIKTRE reserves the right, in its sole and absolute discretion, to modify all or any portion of this Agreement at any time without incurring any liability or obligation whatsoever to you or any other person or entity.  If we do this, we will post the changes to this Agreement at least thirty (30) days before the amendment comes into effect, and will indicate at the top of this page the date this Agreement was last revised.  In addition, we will provide you notice, by sending you notice using email and/or your mailing address, or any other contact information we have for you in our discretion, and setting out the new clause, or the amended clause and how it read formerly, and the date on which the change will come into effect. You may refuse the amendment and rescind, or cancel your participation without cost, penalty or cancellation indemnity, by sending us notice to that effect no later than thirty (30) days after the amendment comes into force, using the information in the notice. To the fullest extent permitted by applicable law, your continued access to and/or use of the Application or any component of the Application (including, without limitation, the Application Content) after the date specified in such notice constitutes your (and your parent’s or legal guardian’s on your behalf if you are a Minor) full acceptance of, and agreement to be legally bound by, the terms of this Agreement, as revised.  

4.        Registration and Account Security

The Application is password-protected and requires you to complete a registration process in order to obtain access to and/or otherwise use the Application and its features.  When registering for an account (an “Account”), you (and your parent or legal guardian on your behalf if you are a Minor) agree: (i) that you will provide complete and accurate information about yourself; and (ii) to update such information as it changes.  In the event that you do not provide or update such information, or VIKTRE has reasonable grounds to suspect that you have not provided or updated such information, VIKTRE shall have the right, in its sole and absolute discretion, to disable your Account and prevent you from using the Application, or any such features of the Application.  It is your responsibility to keep the password and other information provided to you confidential and secure.   In the event that your password and/or Account are used without your consent or that you discover any other breach of security, you (and your parent or legal guardian on your behalf if you are a Minor) agree to promptly notify VIKTRE at contact@viktre.com. We are not responsible for your failure to comply with this clause, or for any delay in shutting down your Account and/or access to the Application or any component or feature thereof (including, without limitation, the Application Content) after you have reported a breach of security to us. You are solely responsible for any and all activities which occur under your Account.

 

5.        Revenue Sharing and Loyalty Program

Depending on the number of registered followers you have on the VIKTRE platform (“Followers”) (as determined by VIKTRE in its sole and absolute discretion), you will automatically be placed in one (1) of the following two (2) programs (each, a “Program” and collectively, the “Programs”):

a.        Revenue Sharing Program

If you have fifty-thousand (50,000) or more Followers (as determined by VIKTRE in its sole and absolute discretion), then you will automatically be placed in Revenue Sharing Program, which is subject to the following terms and conditions:

 

                Revenue Streams:

You (and your parent or legal guardian on your behalf if you are a Minor) agree that VIKTRE may (and may authorize others to) monetize the Application or any component or feature thereof (including, without limitation, the Application Content), as follows:

Digital Advertising: “Digital Advertising” is defined as advertising posted by an advertiser authorized by VIKTRE (each, a “Digital Advertiser”) on your Account profile (your “Profile”). Digital Advertising includes: (i) pre-roll video advertisements; (ii) advertisements overlaying (partially or completely) your Profile; and (iii) advertising embedded within your Profile.  “Gross Digital Advertising Revenue” is defined as the revenue actually received by VIKTRE for the display of Digital Advertising to Application users who visit your Profile.  For greater certainty, VIKTRE will use best efforts to pursue the collection of any unpaid Digital Advertising fees from any Digital Advertiser but will not be liable for any Digital Advertising fees that are delayed, contested or for any other reason are not actually received by VIKTRE.

 

E-Commerce: “E-Commerce” is defined as the sale of an online retailer’s products or services (each, an “E-commerce Product/Service Provider”) via “click-throughs” on a hyperlink included on your Profile, as authorized by VIKTRE.  “Gross E-commerce Revenue” is defined as the commissions actually received by VIKTRE in relation to E-Commerce generated from Application users who visit your Profile. For greater certainty, VIKTRE will use best efforts to pursue the collection of any unpaid E-commerce commissions from any E-commerce Product/Service Provider but will not be liable for any commissions that are delayed, contested or for any other reason are not actually received by VIKTRE.

 

Endorsements: “Endorsements” are defined as the promotion of a product, service or brand or campaign entered into by VIKTRE with specific brands and/or companies (each, an “Endorsement Partner”) in which you choose to participate as authorized by VIKTRE.  “Gross Endorsement Revenue” is defined as the fees actually received by VIKTRE in relation to Endorsements generated in such circumstances. For greater certainty, VIKTRE will use best efforts to pursue the collection of any unpaid Endorsement revenue from any Endorsement Partner but will not be liable for any revenue that are delayed, contested or for any other reason are not actually received by VIKTRE.

 

For greater certainty, VIKTRE may (and may authorize others to) monetize the Application or any component or feature thereof (including, without limitation, the Application Content) in other ways at its sole and absolute discretion.

 

                Compensation:

Subject to the terms and conditions of this Agreement, you will be eligible to receive: 1) 50% of Net Digital Advertising Revenue (as defined below); 2) 50% of Net E-commerce Revenue (as defined below); and 3) 50% of Net Endorsement Revenue (as defined below); (the “Compensation”).  You (and your parent or legal guardian on your behalf if you are a Minor) agree that VIKTRE will be permitted to remit to your agency, if any, the Compensation that is otherwise owed to you.  Further, you (and your parent or legal guardian on your behalf if you are a Minor) agree that in such circumstances your agency will be solely responsible for remitting to you any part of the Compensation that is due to you. For greater certainty and the avoidance of doubt, VIKTRE is not responsible for remitting any part of the Compensation (or any other type of remuneration) directly to you if you are represented by an agency.

If you are a non-resident of Canada, then you (and your parent or legal guardian on your behalf if you are a Minor) agree that VIKTRE will have the right at its sole and absolute discretion to withhold, remit and report tax to the Canadian tax authorities.

Net Digital Advertising Revenue” is defined as Gross Digital Advertising Revenue less discounts, charge backs, paid media, fraudulent transactions requiring a refund of revenues previously received, third party commissions, third party VIKTRE client representative costs, third party engineering costs, and other third party costs associated directly with VIKTRE’s implementation of the applicable Digital Advertising campaign. 

 

Net E-commerce Revenue” is defined as Gross E-commerce Revenue minus discounts, charge backs, paid media, fraudulent transactions requiring a refund of revenues previously received, third party commissions, third party VIKTRE client representative costs, third party engineering costs, and other third party costs associated directly with VIKTRE implementation of the applicable E-Commerce campaign.

 

Net Endorsement Revenue” is defined as Gross Endorsement Revenue minus discounts, charge backs, paid media, fraudulent transactions requiring a refund of revenues previously received, third party commissions, third party VIKTRE client representative costs, third party engineering costs, and other third party costs associated directly with VIKTRE implementation of the applicable Endorsement campaign.

 

Payment and Audit Terms:

VIKTRE will compute the Compensation payable hereunder as of March 31, June 30, September 30, and December 31 for the preceding 3-month period in each year and will render a statement thereof to you (each, a “Statement”) within thirty (30) days following the applicable 3-month period end.  Compensation will be payable in U.S. dollars (USD). You (or a certified public accountant of your choice) will have the right to make an inspection of VIKTRE’s books of account insofar as they relate to the Statements, provided that: 1) VIKTRE will have no obligation to permit any inspection of its books of account relating to any particular Statement more than once; and 2) VIKTRE will have no obligation to permit any inspection of its books of account relating to any particular Statement after the date two (2) years following the date of rendering such Statement (after such date, the applicable Statement will be final, conclusive and binding upon you (and your parent or legal guardian on your behalf if you are a Minor)). Inspections will be made at your sole cost and expense, on ten (10) days written notice from you to VIKTRE, during normal business hours on normal business days, but not more frequently than once per calendar year.

b.        Loyalty Program

If you have less than fifty-thousand (50,000) Followers (as determined by VIKTRE in its sole and absolute discretion), then you will automatically be placed in Loyalty Program, which is subject to the following terms and conditions:

                How to Earn Points:

You will be able to earn Points (each, a “Point” and collectively, the “Points”) by participating in and/or completing certain actions (each, an “Action” and collectively, the “Actions”) in accordance with the Actions schedule displayed by VIKTRE (the “Action Website”).  The corresponding number of Points available to be earned in relation to each Action will be specified on the Action Website by VIKTRE in its sole and absolute discretion.  The current Actions and the Points associated with completing such Actions will be posted on the Action Website and updated on a periodic basis.  VIKTRE may, in its sole and absolute discretion: (i) add Actions; (ii) remove Actions; (iii) alter Actions; and/or (iv) alter the Point value associated with any particular Action(s). The VIKTRE Entities (as defined below) are not responsible for and accept no liability in relation to incorrect Point values displayed on the Action Website or elsewhere.

Points will automatically be tracked and allocated to your Account by VIKTRE in accordance with its official records.   Points have no cash value and are not exchangeable for cash.  Points have no value outside of the Program.    Except as permitted from time to time by VIKTRE in its sole and absolute discretion, Points cannot be assigned, exchanged, sold, traded, bartered, purchased, given by gift or otherwise sold.  Any Points so acquired are void. The accumulation of Points does not entitle you to any vested rights, and VIKTRE does not guarantee in any way the continued availability of any Reward (as defined below) or any other benefit.

All Points are subject to verification at any time and for any reason.  VIKTRE reserves the right, in its sole and absolute discretion, to invalidate any Points it deems to have been awarded in error, or as the result of any fraudulent activity, or any activity not in keeping with the letter and/or spirit of the terms and conditions of this Agreement, as interpreted by VIKTRE in its sole and absolute discretion. Any Points that cannot be verified to the satisfaction of VIKTRE are subject to disqualification.

The VIKTRE Entities (as defined below) will not be liable for the failure of any Points to be captured or recorded for any reason, including, but not limited to, technical problems or traffic congestion on the internet or at any website.

Points are reduced to zero (0) upon closure of your Account (regardless of the reason for Account closure).  Upon your death or personal bankruptcy, your Account will be closed and any Points in the Account will be forfeited.  Points are not divisible in the case of divorce.

Points are reduced to zero (0) upon the close of the Program (regardless of the reason for Program closure).

If a your Account has no activity for six (6) consecutive calendar months, your Account will be deemed to be inactive and all accumulated Points will be suspended. Suspended Points will be maintained in the Account for sixty (60) days pending potential Account reinstatement to active status. Accounts will be returned to active status if you accumulate and/or redeem any Points during the sixty (60) day period following Account inactivation. If after sixty (60) days, the suspended Points have not been reinstated in accordance with the terms and conditions of this Agreement, the Points will be terminated, at the sole and absolute discretion of VIKTRE.

Points Balance:

Your Points balance will automatically updated by VIKTRE.  In the event that you believe your Point total is inaccurate, you (and your parent or legal guardian on your behalf if you are a Minor) agree to promptly notify VIKTRE at contact@viktre.com.  All decisions of VIKTRE with respect to Points (including, without limitation, the accuracy of Point totals and/or the validity of Points) are final and binding without right of appeal.

How to Redeem Points:

Points may be redeemed by you for rewards (each, a “Reward” and collectively the “Rewards”) in accordance with the Points redemption schedule[c2]  displayed by VIKTRE (the “Redemption Website”) on the date when the Points are redeemed (each, a “Redemption Transaction”).  For greater certainty and the avoidance of any doubt, each Reward will be associated with a specified number of Points.  To complete a Redemption Transaction for a Reward, your Account must have (at a minimum) the specified number of Points associated with the applicable Reward.  For greater certainty and the avoidance of any doubt, your Account must have the appropriate number of Points available for applicable Redemption Transaction to occur.  Points can only be redeemed in relation to Rewards specified on the Redemption Website. 

All Rewards are subject to availability at the time of the redemption request.  The current Rewards, and the Points required to redeem each Reward, will be posted on the Redemption Website and updated on a periodic basis.  VIKTRE may cease to offer any such Rewards, and may, in its sole and absolute discretion, substitute a similar Reward of equivalent or greater value.  VIKTRE does not guarantee that any particular Reward will remain available so long as it appears on the Redemption Website.  The Point value associated with each Reward shall be set by VIKTRE, in its sole and absolute discretion, and is subject to change without notice. The VIKTRE Entities (as defined below) are not responsible for and accept no liability in relation to incorrect Point values displayed on the Redemption Website or elsewhere.

After a Redemption Transaction is complete, the specified number of Points will automatically be debited from your Account. Subject to the terms and conditions of this Agreement, unredeemed Points will remain in your Account and can be applied to a subsequent Redemption Transaction.  The VIKTRE Entities are not responsible for the failure of any Reward to be received by the intended recipient of the Reward. Further, the VIKTRE Entities take no responsibility for any lost, stolen, delayed, damaged, misdirected, late or destroyed mail.

Points may not be redeemed by any person other than the individual associated with the Points.  From time to time, VIKTRE may advertise or offer exclusive offers to redeem Points for items other than a Reward, or receive other benefits or discounts. 

 

IMPORTANT NOTE: YOU CANNOT BE IN BOTH THE REVENUE SHARING PROGRAM AND THE LOYALTY PROGRAM AT THE SAME TIME.  YOU WILL AUTOMATICALLY BE ALLOCATED TO EITHER THE REVENUE SHARING PROGRAM OR THE LOYALTY PROGRAM BY VIKTRE IN ITS SOLE AND ABSOLUTE DISCRETION.

 

6.        Ownership of Application

The Application consists of various graphics, texts, icons, buttons, videos, audio and other files, images, designs, texts, trade-marks, brand names, software and other materials (collectively, the “Application Content”) that have been provided by VIKTRE and/or other individuals or entities.