Influencer  (the “Agreement”) is entered into the date of registration by and between the undersigned company Bellatorem INC. (the “Company”) and the undersigned contractor [Your Name]                                    

(the “Contractor”).

The parties agree as follows:

  1. Services. Contractor agrees to act as a influencer fan or Contractor to the Company and provide marketing and promotion to the Company as further described on Schedule A attached hereto or as otherwise mutually agreed to by the parties (collectively, the “Services”).The services performed until one of the parties will give a due notice of terminations not less than 2 weeks.

 

  1. Compensation. Contractor shall not be entitled to receive cash compensation; however, Contractor shall be entitled to exercise their share’s power at any time.
    1. Contractor will receive 1 share in return for the following trackable action:
      1. Contractor promotes BELLATOREM’s business, products, merchandise, news etc. through social media posts or through other means.  While promoting such content contractor will be given a unique link (1 per contractor). If an email registration signup occurs anywhere on bellatorem.com, which can be traced back to the contractor’s unique link then that contractor will receive a token.  This token represents 1 common non-voting bellatorem share. Each unique email signup is meant to represent an individual customer (1 person). While we understand that customers may register with more than 1 email, the company reserves the right to audit the emails to prevent fraud in the form of fake emails (bots, or a single person registering an unusual amount of times) and the company reserved the right to adjust tokens accordingly and based on fair auditing practices..  

 

  • In short,  1 new fan generated (1 unique email sign up) for bellatorem inc. = 1 token for influencer = converts to 1 share.

 

    1. Contractor will Also receive tokens representing shares (to be converted into shares annually – starting January 7th, 2020) using the following bonus structure.

 

BONUS STRUCTURE:

 

  1. Contractor Registers First 10 unique emails – 10 token bonus
  2. Contractor Registers First 100 unique emails – 100 token bonus
  3. Contractor Registers First 1000 unique emails – 200 token bonus

 

REFERRAL BONUS STRUCTURE:

  1. When we release our  Refer A New Influencer Fan Program an influencer fan Who Becomes Approved To Be A Contractor for The Company and contractor (you) receive 100 tokens and referred influencer fan (they) receive 100 bonus tokens.  These tokens become active when referred contractor registers a minimum of 100 unique emails.

 

  1.          The Nature of Shares
    1. The shares are issued without a certificate. (will be represented as tokens on a spreadsheet accessible to the contractor at any time barring any temporary technical difficulties).  The company reserves the right to issue certificates at a later date in order to make exercising of shares easier for the contractor.
    2. The shares are common non-voting shares.
    3. The option to sell the shares is available under the following circumstances.
      1. The company files an IPO (Initial Public Offering)
      2. The company is acquired by a 3rd party organization.
      3. We reserve the right to privately approve an independent sale by the contractor (seller) to another person (buyer)

 

The agreement will be automatically terminated once the accumulated amount of shares distributed to all influencers will reach a total worth of 2.5 million common – non – voting shares

 

  1. Expenses. The Company shall reimburse Contractor for reasonable travel and related expenses incurred in the course of performing services hereunder, provided, however, that any expenses shall be approved by the Contractor emailing a request including the nature of the expense and a maximum amount to the company for approval. No expenses will be reimbursed without prior approval.

 

  1. Term and Termination. The term of this Agreement shall continue until terminated by either party for any reason upon 14 days prior written notice without further obligation or liability.

 

  • The company has the right to terminate this agreement in case of non-performance of the contractor.
  • Contractor is promoting hate speech
  • Contractor is promoting negative content about Bellatorem
  • Contractor is promoting for the time less than 1/3 of the calendar days in a year.
  • Contractor is soliciting an illegal action.
  • Terms or share value has changed ie. we want to be able to keep the value of 1 token = 1 share. Therefore, in the future, you might have to get 2 email signups in order to receive 1 share
  • The agreement will be automatically terminated once the accumulated amount of shares distributed to all influencers will reach a total worth of 2.5mil.                                

 

  1. Independent Contractor. Contractor’s relationship with the Company will be that of an independent contractor and not that of an employee. Contractor will not be eligible for any employee benefits, nor will the Company make deductions from payments made to Contractor for employment or income taxes, all of which will be Contractor’s responsibility. Contractor will have no authority to enter into contracts that bind the Company or create obligations on the part of the Company without the prior written authorization of the Company.

 

  1. Nondisclosure of Confidential Information.

 

    1. Agreement Not to Disclose.

Contractor agrees not to use any Confidential Information (as defined below) disclosed to Contractor by the Company for Contractor’s own use or for any purpose other than to carry out discussions concerning, and the undertaking of, the Services.

 

Contractor agrees to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of the Company in order to prevent it from falling into the public domain or the possession of persons other than agents of the Company or persons to whom the Company consents to such disclosure. Upon request by the Company, any materials or documents that have been furnished by the Company to Contractor in connection with the Services shall be promptly returned by Contractor to the Company.

 

    1. Definition of Confidential Information. “Confidential Information” means any information, technical data or know-how (whether disclosed before or after the date of this Agreement), including, but not limited to, information relating to business and product or service plans, financial projections, customer lists, business forecasts, sales and merchandising, human resources, patents, patent applications, computer object or source code, research, inventions, processes, designs, drawings, engineering, marketing or finance to be confidential or proprietary or which information would, under the circumstances, appear to a reasonable person to be confidential or proprietary.

Confidential Information does not include information, technical data or know-how that: (i) is in the possession of Contractor at the time of disclosure, as shown by Contractor’s files and records immediately prior to the time of disclosure; or (ii) becomes part of the public knowledge or literature, not as a direct or indirect result of any improper inaction or action of Contractor. Notwithstanding the foregoing, Contractor may disclose Confidential Information with the prior written approval of the Company or pursuant to the order or requirement of a court, administrative agency or another governmental body.

 

  1. No Rights Granted. Nothing in this Agreement shall be construed as granting any rights under any patent, copyright or other intellectual property rights of the Company, nor shall this Agreement grant Contractor any rights in or to the Company’s Confidential Information, except the limited right to use the Confidential Information in connection with the Services.

 

  1. Assignment of Intellectual Property. To the extent that Contractor jointly or solely conceives, develops or reduces to practice any new inventions, original works of authorship, developments, concepts, know-how, improvements or trade secrets, whether or not patentable or registrable under copyright or similar laws or other intellectual property which would be deemed to be Confidential Information of the Company (collectively, “Intellectual Property”) which clearly relates to the Company’s business or technology and has been created by the Contractor solely in the course of the performance of Services such as in correspondence, e-mails, meetings or meetings relating to the Company, Contractor hereby acknowledges that it is “work made for hire” for the benefit of the Company and hereby assigns all rights, titles and interest to such Intellectual Property to the Company.

 

  • Specifically, any digital, electronic materials of ORA Pictures or Bellatorem Inc. is an exclusive and copywritten property. No unsolicited use is permitted.
  • The rights to use and promote are given ONLY for the time of the existence of this agreement b/w contractor and the company. After its termination, the IP rights are granted back to its owner- Bellatorem Inc.

 

  1. Duty to Assist. As requested by the Company and only with respect to Intellectual Property created by Contractor for the Company as provided in paragraph 8 above, Contractor shall take all steps reasonably necessary to assist the Company in obtaining and enforcing in its own name any such Intellectual Property right. Contractor’s obligation to assist the Company shall continue beyond the termination of Contractor’s relationship with the Company, but the Company shall compensate Contractor at a reasonable rate after the termination of such relationship for time actually spent at the Company’s request providing such assistance.

 

  1. No Conflicts. Contractor represents that Contractor’s compliance with the terms of this Agreement and provision of Services hereunder will not violate any duty which Contractor may have to any other person or entity (such as a present or former employer), and Contractor agrees that Contractor will not do anything in the performance of Services hereunder that would violate any such duty. In addition, Contractor agrees that, during the term of this Agreement, Contractor shall promptly notify the Company in writing of any direct competitor of the Company which Contractor is also performing services. It is understood that in such event, the Company will review whether Contractor’s activities are consistent with Contractor remaining as a Contractor of the Company.

 

  1. Miscellaneous. Any term of this Agreement may be amended or waived only with the written consent of the parties. So long as you continue to serve as a Contractor to the Company, you hereby consent to the Company including your name on its marketing materials, Website or private placement memo, or offering materials as a Contractor of the Company. This Agreement, including any schedules hereto, constitute the sole agreement of the parties and supersedes all oral negotiations and prior writings with respect to the subject matter hereof. The validity, interpretation, construction, and performance of this Agreement shall be governed by the laws of the State of Delaware, without giving effect to the principles of conflict of laws. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.

 

  • No Legal Action can be taken against the company in case of company’s default
  • The contractor has a right to dispute the number of shares he/she owns, by doing so, he/she should provide all the relevant information to make a decision to communications@orapictures.com
  • Anyone found to be promoting and signing up fake accounts will forfeit their tokens and the shares can be revoked.

 

Schedule A

BELLATOREM Inc.’s in-house team will provide marketing material in order to promote the BELLATOREM FRANCHISE.  These promotions will result in new fans signing up new accounts. Using our proprietary web software we will provide unique links to influencers which will track when one of their promotions have been successful in creating a new fan account.  All signups will be treated equally on the bellatorem.com site (investor fan, superfan, fan).

 

One unique email will give one token, and such tokens will be converted to shares at the end of the year. The shares will be automatically distributed on January 7th.

 

“Unique Email” is defined as a sign-up email, not a duplicate and gathered in a legal, natural way. Unique email is gathered from a real person, usually a fan.

 

Contractor agrees for us to use his brand name/social media information/handle in order to promote bellatorem inc. to all third party groups including but not limited to  partners, consumers, contractors etc.