Holy Fire Games Ambassador Program Independent Contractor Agreement
This Ambassador Agreement (the “Agreement”), is entered into between the undersigned (“You”), and Holy Fire Games Studio LLC, an Iowa Limited Liability Company (the “Company”).
WHEREAS, the Company has developed platforms and games for generating digital advertising, online offer, survey, merchandising and in-game currency sales (the “Product”) and holds ownership of all intellectual property rights in the Product;
WHEREAS, the Company has an “Ambassador Program” to help fund new games, create user engagement, and to encourage users to promote and support the success of the Company’s platforms and games;
WHEREAS, the Ambassador Program allows individuals and/or entities to purchase “coins” which grant the purchaser certain rights and obligations as set forth herein; and
WHEREAS, the undersigned desires to become an ambassador of the Company in accordance with the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
- AMBASSADOR PROGRAM. By purchasing “coins” offered by the Company (the “Coins”) and executing this Agreement You have agreed to become an “ambassador” of the Company (an “Ambassador”). As an Ambassador, You will be required to perform services on the Company’s behalf as described in Section 3 and You will be entitled to a share of the net profit generated by the Company based on the Coins purchased as described in Section 2. The level of Ambassador and the Benefits associated with being an Ambassador at such level (the “Benefits”) depend on the purchase price of Coins purchased as reflected in the chart below:
| Ambassadorship |
Value of Coins Purchased |
Benefits Associated with the Ambassadorship Chosen |
| Starter Ambassador |
$100-$249 |
1 coin in the “Starter Ambassador Pool”, which shares in 0.25% of all game project profit. |
| Copper Ambassador |
$250-$499 |
Retain or receive all Starter Ambassador Benefits
1 coin in the “Copper Ambassador Pool”, which shares in 0.25% of all game project profit. |
| Bronze Ambassador |
$500-$999 |
Retain or receive all Copper Ambassador Benefits
1 coin in the “Bronze Ambassador Pool”, which shares in 0.5% of all game project profit. |
| Silver Ambassador |
$1,000-$2,499 |
Retain or receive all Bronze Ambassador Benefits
1 coin in the “Silver Ambassador Pool”, which shares in 0.5% of all game project profit. |
| Gold Ambassador |
$2,500-$4,999 |
Retain or receive all Silver Ambassador Benefits
1 coin in the “Gold Ambassador Pool”, which shares in 0.5% of all game project profit. |
| Emerald Ambassador |
$5,000-$9,999 |
Retain or receive all Gold Ambassador Benefits
1 coin in the “Emerald Ambassador Pool”, which shares in 1% of all game project profit. |
| Opal Ambassador |
$7,500-$9,999 |
Retain or receive all Opal Ambassador Benefits
1 coin in the “Opal Ambassador Pool”, which shares in 1% of all game project profit. |
| Ruby Ambassador |
$10,000-$14,999 |
Retain or receive all Emerald Ambassador Benefits
1 coin in the “Ruby Ambassador Pool”, which shares in 1% of all game project profit. |
| Topaz Ambassador |
$15,000-$19,999 |
Retain or receive all Topaz Ambassador Benefits
1 coin in the “Topaz Ambassador Pool”, which shares in 1% of all game project profit. |
| Sapphire Ambassador |
$20,000-$24,999 |
Retain or receive all Sapphire Ambassador Benefits
1 coin in the “Sapphire Ambassador Pool”, which shares in 1% of all game project profit. |
| Diamond Ambassador |
$25,000-$49,999 |
Retain or receive all Ruby Ambassador Benefits
1 coin in the “Diamond Ambassador Pool”, which shares in 1% of all game project profit. |
| Platinum Ambassador |
$50,000-$99,999 |
Retain or receive all Diamond Ambassador Benefits
1 coin in the “Platinum Ambassador Pool”, which shares in 1% of all game project profit. |
| Ultimate Ambassador |
$100,000 |
Retain or receive all Platinum Ambassador Benefits
1 coin in the “Ultimate Ambassador Pool”, which shares in 1% of all game project profit. |
- PROFIT SHARE.
- Coin Pools. From time to time, the Company may create a separate coin pool (“Coin Pool”) for each of its various games, or a combination thereof. A maximum amount of Coins for the coin pool will be defined and those coins will be available for purchase. Each Coin Pool represents the collective right to receive a percentage of the net profit generated by the games to which the Coin Pool relates (“Pool Revenue”). By owning Coins in a Coin Pool, you will receive a portion of the Pool Revenue based on the number of Coins you own compared to the total Coins outstanding in such Coin Pool. The Company may stop, suspend, or resume selling Coins with respect to any Coin Pool at any time. For example, a Coin Pool of 1,000,000 Coins gives the owners of such Coins the collective right to receive 20% of the net profit generated by the Company related to the games within the coin pool. Further, if Ambassador A owns 100,000 Coins in a Coin Pool consisting of 1,000,000 Coins (all of which have been purchased) and such Coin Pool represents the right to receive 20% of the net profit generated by the games, Ambassador A individually has the right to receive 2% of the net profit generated by the games in the Coin Pool.
Additionally, the Company may create other coin pools unrelated to the games of the Company that entitle the owners of such coins to share in the net profit generated by the activities specified in such coin pool (“Additional Coin Pools”). Additional Coin Pools may be created at the sole and absolute discretion of the Company. If Additional Coin Pools are created by the Company, such coin pools will be governed by this Section
- Calculation of Profit – “Profits” are deemed to be calculated as the revenue generated from the various revenue activities listed above, less any expenses paid by the Company to generate this revenue. Expenses incurred are at the sole discretion of the Company and include, but are not limited to, expenses that support revenue generation as follows:
- Web Server expenses
- Web Traffic expenses
- Software & Software as a Service expenses
- Web Development Contractors
- Game Development Contractors
- Professional Services Contractors
- Enterprise Overheads
- Distribution of net profit. At the end of each calendar month the Company shall determine the net profit generated and attributable to all Coin Pools during such month. Within 21 days of the end of the month the Company shall deliver to each Ambassador a statement (the “Statement”) indicating the net profit owed to such Ambassador based on the Coins such Ambassador owns in all Coin Pools (the “Amount Owed”). The Company shall deposit the Amount Owed to such Ambassador’s online account through the Ambassador Dashboard (an “Ambassador Account”). An Ambassador has the right to dispute the Amount Owed to such Ambassador within 15 days of Ambassador’s receipt of the Statement. If Ambassador fails to dispute the Amount Owed within 15 days of Ambassador’s receipt of the Statement, Ambassador shall be deemed to have accepted the Amount Owed as accurate.
- Payment of Earnings. Subject to completing any required tax forms and any applicable withholdings, once an Ambassador’s Account balance reaches at least $100.00, pursuant to this Subsection, the Company shall process a payment to the Ambassador’s bank account within thirty (30) days of the end of the previous month.
- SERVICES TO BE PROVIDED BY AMBASSADOR. In consideration for becoming an Ambassador of the Company, You agree to perform the following services for the Company:
- Promote updates to existing games of the Company and the launch of new games and associated web properties via social media;
- Visit game project web properties to assist with monitoring performance and reporting notable issues; and
- Perform various reward earning functions in the Ambassador reward center as requested by the Company.
- AMBASSADOR REPRESENTATIONS, WARRANTIES, AND COVENANTS. By signing below You represent, warrant, and covenant to Company that:
- You shall comply with all specifications, rules, regulations, and policies of the Company that are communicated to You in writing, including the Company’s Code of Conduct, as follows:
- AMBASSADOR PROGRAM CODE OF CONDUCT. This Code of Conduct applies to all members of the Holy Fire Games Ambassador Program.
- As a participant in the Holy Fire Games Ambassador Program you agree that you will uphold a Code of Conduct as per the following general principles:
- Please be polite and respectful in all your communication with anyone or any group of people associated with the Company and the Holy Fire Games Ambassador Program.
- Please consult the Frequently Asked Questions and Knowledge base for answers to your questions before lodging tickets in the Holy Fire Games support area. Your question may have already been answered.
- Please don’t threaten, stalk, insult, victimize or intimidate anyone or any group of people associated with Holy Fire Games and the Holy Fire Games Ambassador Program for any reason; including on the basis of age, gender, disability, ethnicity, sexual orientation, race or religion.
- Holy Fire Games reserves the right to amend or change the Code of Conduct or any service at any time without notice. We encourage you to periodically review these guidelines to ensure you are in compliance.
- All activity within the Ambassador Program is governed by the Holy Fire Games Terms of Use and the Holy Fire Games Privacy Policy.
- You assume all risk for your use.
- You understand that the Coins hold no actual monetary value and may not be transferred by You at any time.
- You understand that just by owning Coins You are not guaranteed any return on Your investment. If no revenue is generated from the activities and/or games specified in the Coin Pool in which You own Coins, You will not be entitled to a share of any net profit generated by any other activities.
- You have been given full and complete access to information, financial or otherwise, regarding the Company and have utilized such access to Your satisfaction and have obtained any other relevant information You have sought. You have been given the opportunity to ask questions of, and receive answers from, the Company.
- In purchasing Coins, You have relied solely upon Your legal and financial advisors and Your independent investigations. You are not relying on any communication (written or oral) of the Company or any of its affiliates, to tax, business, risk, economic or other advice or as a recommendation to purchase the Coins or its business. You understand that information and explanations related to the terms and conditions of the Coins provided herein or otherwise by the Company shall not be considered investment advice or a recommendation to purchase the Coins, and that neither the Company nor any of its affiliates is acting or has acted as an advisor to You in deciding to purchase any Coins.
- You understand the high risk of this investment and the financial hazard involved, including the risk of loss of Your entire investment and the lack of liquidity of Your investment. You understand that the transfer of the Coins is restricted by federal and state law, that there will be no public market for the Coins, and that it may not be possible to sell or dispose of the Coins.
- You have sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of the prospective investment in the Coins.
- You are able to bear the economic risk of this investment, including a total loss of the investment. You have adequate means of providing for Your current needs and personal contingencies and have no need for liquidity in Your investment in the Company and have no reason to anticipate any personal circumstances, financial or otherwise, which might cause or require any sale or distribution of the Coins. Your overall commitment to investments that are not readily marketable is not disproportionate to Your net worth and Your investment in the Company will not cause Your overall commitment in such investments to become excessive.
- It is Your intention to acquire the Coins for Your own account, for investment purposes, and not with a view to, or for, resale in connection with any distribution thereof. You understand that no federal or state agency has passed upon the Coins or made any findings or determination as to the fairness of this investment. The Coins have not been registered under the Securities Act of 1933 (the “Act”) nor under state securities laws and the offering of the Coins is being made under exemptions from registration that may depend upon Your investment intention. The Company will rely on Your representations and is not required to recognize any transfer of the Coins if, in the opinion of counsel, such transfer would result in a violation of any federal or state law, rule or regulation regarding the offering or sale of securities.
- The Company has no obligation or intention to register any Coins for resale or transfer under the Act or any state securities laws or to take any action (including the filing of reports or the publication of information as required by Rule 144 under the Act) which would make any exemption from registration requirements of such securities laws available to You. You may therefore be precluded from selling or otherwise transferring or disposing of the Coins or any portion thereof for an indefinite period or at any particular time.
- You are not purchasing, and/or have not purchased the Coins as a result or subsequent to: (i) any advertisement, article, notice or any other communications published in any newspaper, magazine or similar media or broadcast over television or radio; or (ii) any seminar or meeting whose attendees had been invited as a result of, or subsequent to, any of the foregoing communications.
- TERM; TERMINATION.
- Term. You will be an Ambassador of the Company from the date you execute or electronically accept this Agreement (the “Effective Date”) until You either give the Company notice that You do not wish to be an Ambassador anymore or Your ambassadorship is terminated by the Company pursuant to this Section (the “Term”).
- Termination of Ambassador. The Company may terminate this Agreement, effective upon written Notice, to You if the Company determines in its sole and absolute discretion that You:
- materially breached this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, You do not cure such breach within 30 days after receipt of written notice of such breach;
- become insolvent or are generally unable to pay Your debts as they become due;
- file or have filed against You, a petition for voluntary or involuntary bankruptcy or otherwise become subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law;
- make or seek to make a general assignment for the benefit of Your creditors;
- apply for or have appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of Your property or business; or
- dissolve or liquidate, if You are an entity.
- Effect of Termination. Upon the Company’s receipt of a notice from You indicating Your intent not to be an Ambassador of the Company or termination of this Agreement by the Company for any reason, the following shall apply:
- The Coins You own shall be forfeited;
- You shall have no further right to share in the net profit of the Company as described in Section 2 hereof.
- Your right to access the Benefits associated with Your ambassadorship will immediately terminate.
- The Company shall promptly pay You the balance of Your Ambassador Account within ninety (90) days of the termination request.
- Refund requests for initial Ambassador contribution only will be accepted up to and including a period of 30 days from the date of original receipt. For ambassadors who joined from 1st February 2019, the previous agreement applies.
- CONFIDENTIALITY. From time to time during the Term, the Company (as the “Disclosing Party”) may disclose or make available to You (as the “Receiving Party”) information about its business affairs and services, confidential information and materials comprising or relating to intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, as well as the terms of this Agreement, whether orally or in written, electronic or other form or media, and, whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information”).
- Confidential Information does not include information that, at the time of disclosure and as established by documentary evidence:
- is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section by the Receiving Party or any of its representatives;
- is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information;
- was known by or in the possession of the Receiving Party or its representatives prior to being disclosed by or on behalf of the Disclosing Party;
- was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party’s Confidential Information; or
- is required to be disclosed pursuant to applicable law.
- The Receiving Party shall:
- protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care;
- not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and
- not disclose any such Confidential Information to any person, except to the Receiving Party’s representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement.
- The Receiving Party shall be responsible for any breach of this Section caused by any of its representatives. At any time during or after the Term, at the Disclosing Party’s written request, the Receiving Party and its representatives shall, promptly return all Confidential Information and copies thereof that it has received under this Agreement.
- ENTIRE AGREEMENT. This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
- SURVIVAL. Subject to the limitations and other provisions of this Agreement Section 4, Section 5 and Section 6 hereof shall survive the expiration or earlier termination of this Agreement.
- NOTICES. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at their last known address (or to such other address that may be designated by the receiving party from time to time in accordance with this Section). All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only if the party giving the Notice has complied with the requirements of this Section.
- SEVERABILITY. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the court may modify this Agreement to effect the original intent of the parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
- AMENDMENT AND MODIFICATION. Unless required by applicable law, no amendment to or modification, rescission, termination, or discharge of this Agreement is effective unless it is in writing signed by the Company. Notwithstanding the foregoing, the Company reserves the right to modify this Agreement at any time. Any changes must be in writing and the Agreement updated and on display in the Ambassador Program HQ Portal Agreement area to be deemed valid.
- ASSIGNMENT. Neither party may assign, transfer, or delegate any or all of its rights or obligations under this Agreement, without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. No assignment shall relieve the assigning party of any of its obligations hereunder. Any attempted assignment, transfer, or other conveyance in violation of the foregoing shall be null and void. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.
- NO THIRD-PARTY BENEFICIARIES. This Agreement benefits solely the parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
- CHOICE OF LAW. This Agreement and all matters arising out of or relating to this Agreement, shall be governed by, and construed in accordance with, the laws of the State of Iowa, without giving effect to any conflict of laws provisions thereof.
- CHOICE OF FORUM. Each party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against the other party in any way arising from or relating to this Agreement, and all contemplated transactions, including contract, equity, tort, fraud, and statutory claims, in any forum other than the state or federal courts sitting in Polk County, Iowa, and any appellate court thereof. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation, or proceeding only in state and/or federal courts sitting in Polk County, Iowa. Each party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
- WAIVER OF JURY TRIAL. Each party acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.
- RELATIONSHIP OF PARTIES. Nothing in this Agreement creates any agency, joint venture, partnership, or other form of joint enterprise, employment, or fiduciary relationship between the parties. You are an independent contractor pursuant to this Agreement. Neither party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other party or to bind the other party to any contract, agreement, or undertaking with any third party.
