This Terms of Service Agreement ("Agreement") governs your access to, use of, and participation in the platform made available by Saffron Fix Inc. (dba Global Belly) ("Global Belly," "we," "our," or "us" or “Company”) or through Global Belly and the entirety of your relationship with Global Belly.

All references to "you" or "your," as applicable, mean the person who accesses, uses, and/or participates in the Platform in any manner, and each of your heirs, assigns, and successors. If you use the Platform on behalf of an entity, you represent and warrant that you have the authority to bind that entity, your acceptance of the Terms will be deemed an acceptance by that entity, and "you" and "your" herein shall refer to that entity.
The parties hereby agree as follows:

1.            Product.

You will use the Global Belly platform to provide recipes, designs, topics, video and pictures (the “Content”) which will be tied to Physical Products such as merchandise, tools, food products, and Digital Products such as online classes and tutorials, collectively referred to as the “Products”.

2.            Fulfillment

The Products shall be made available for purchase on www.globalbelly.com as well as some third party channels. Global Belly will manage accepting and fulfilling of all orders in the US and internationally (the “Territory”) to customers (“Customers”). 

3.            Changes.

Company reserves the right to discontinue producing or distributing any Products.  Company may also modify the Products in Company’s discretion; provided, except in urgent situations (such as if Company reasonably believes such modification is required in order comply with legal, sanitary or other requirements or avoid liability to Customers), but only by mutual agreement with you.

4.            Marketing and Promotions.

(a)            In view of the fact that you may be personally participating in the creation of audio, video and other works relating to the marketing of the Products, you give Company permission to your name, likeness, voice, and image.  Accordingly, you hereby agree as follows:

(i)             To the extent you own or control such rights, you grant to Company a non-exclusive, irrevocable, worldwide license to use this content, each only during the duration of the contract and only in connection with and limited to the promotion or advertising of the Product or the Company, including, any images or recordings or related text, which includes all video, audio, pictures and other digital or film recordings relating to the Product (“Recordings”).

Except as set forth in this Agreement, such license as may be granted in this Agreement may not be assigned, pledged, encumbered or otherwise transferred by Company, voluntarily or involuntarily, by operation of law or otherwise, without your prior written consent. Nothing in this Agreement shall be construed to create a work for hire. You hereby grant to Company the unrestricted, perpetual, fully paid up right and authorization to create, publish, make derivative works of, and otherwise use and permit others to use, all Recordings, in color or otherwise, in any medium or media, whether now known or hereinafter known, including Company’s web site, software applications, press materials, advertisements, promotional materials, podcasts, social media accounts, and audio and video releases, in each of the above cases to market the Products or other of Company’s products during the term of this Agreement.

(ii)           You agree to waive all rights or claims that you may have against Company in connection with, and release Company from all liability and obligation of any nature whatsoever arising out of or in connection with, the Recordings or the exercise of the rights granted above, including without limitation, rights, claims and liability for violation of any rights of privacy, publicity, defamation or any similar right. 

(b)           Unless otherwise agreed by Company in a separate agreement, you agree to use Company’s specified trademark only for purposes of advertisement, promotion, and sale of the corresponding Products and for no other purposes.  You agree to not use any of Company’s trademarks, service marks, logos, or slogans in any manner likely to confuse, mislead, or deceive the public, or be adverse to Company’s best interests.  Upon the expiration or termination of this Agreement, you agree to cease all display, advertising and use of any and all of Company’s trademarks. 

5.            Revenue Share.

(a)            The retail price to the Customers will be set by Company in consultation with you. 

(b)           For all sales via globalbelly.com, company shall pay to you

(i)              90% of the Commissionable Revenue per Digital Product (digital products such as Live Classes or Pre-recorded tutorials and recipes),

(ii)           15% of the Commissionable Revenue per Physical Product (individual or a bundle of products)

collectively called the “Commission”. You acknowledge that there shall be no minimum Commission payments due from Company hereunder. Commissions shall be payable only based upon Commissionable Revenue that is actually achieved, as described herein.

“Commissionable Revenue” means Net Sales Price actually received by Company during the term of this Agreement (or, solely in the circumstances set forth below under Term and Termination, during the three months following expiration or termination) from the sale of Products to Customers.

“Net Sales Price” shall mean the aggregate amount actually collected by Company (net of credit card, bank, or other transactional fees from payment processors, such as Paypal) from the Sale of Products, less fulfillment and shipping, returns, all discounts, and allowances. 

(c)            Your Commission shall be earned only upon receipt of payment for the Products from the Customer.  Payment will be made via direct deposit to your bank.  If overbilling results from mistakes in quantities or sales price or if any Product is cancelled/returned by a Customer or a credit given to the Customer for any reason with respect to a Product, a proportionate amount of the Commission previously earned by and paid to you with respect to the sale of such Product shall be deducted from future Commissions .

(d)           You will otherwise perform the services at your own expense and use your own resources and equipment. You acknowledge that the agreed upon compensation represents the entire compensation and Company shall have no other obligation for any expenses or costs incurred by you in connection with the performance of the obligations under this Agreement.

6.            Confidentiality.

During the term of and in furtherance of the purpose of this Agreement, both parties hereto may have access to and create documents, records and information of a confidential and proprietary nature to them (“Confidential Information”).

Each of the parties, as Recipient, agrees that as Recipient it will not use, disseminate, or in any way disclose any Confidential Information of the other party, as Discloser, to any person, firm or business, except in furtherance of the purpose of this Agreement.  Each of the parties, as Recipient, agrees that such Recipient shall treat all Confidential Information of the other party, as Discloser, with the same degree of care as such Recipient accords to such Recipient’s own Confidential Information, but in no case less than reasonable care.  Each of the parties, as Recipient, which is not an individual agrees that certifies that such Recipient employees, partners, agents, or contractors, have previously agreed, either as a condition to employment or in order to obtain the Confidential Information of the Discloser, to be bound by terms and conditions substantially similar to those terms and conditions applicable to such Recipient under this Agreement.

The obligations of each of the parties, as Recipient, with respect to any portion of the Confidential Information of the other party, as Discloser, shall not apply to such portion that such Recipient can document:  (a) was in the public domain at or subsequent to the time such portion was communicated to such Recipient by such Discloser through no fault of such Recipient, (b) was rightfully in such Recipient’s possession free of any obligation of confidence at or subsequent to the time such portion was communicated to such Recipient by such Discloser, (c) was developed the Recipient, or by employees or agents of such Recipient independently of and without reference to any Confidential Information of Discloser, or (d) was communicated by such Discloser to an unaffiliated third party free of any obligation of confidence.  A disclosure by either party, as Recipient, of Confidential Information of the other party, as Discloser, either (a) in response to a valid order by a court or other governmental body, (b) otherwise required by law, or (c) necessary to establish the rights of either party under this Agreement, shall not be considered to be a breach of this Agreement by such Recipient or a waiver of confidentiality for other purposes; provided, however, such Recipient shall provide prompt prior written notice thereof to such Discloser to enable such Discloser to seek a protective order or otherwise prevent such disclosure.

7.            Ownership of Intellectual Property; Exclusivity.

(a)            Live Online Classes: Company does not claim any intellectual property ownership rights in the Content

(b)           Video Tutorials and Related Materials: Company claims no rights in pre-existing or new content that Creator creates independent of Global Belly. For only those video tutorials and other digital content that is created in partnership with Global Belly, where Global Belly invests its own resources in the creation of the said digital content, you agree to hereby grant to Company an exclusive, perpetual, fully paid up, royalty free, worldwide right and license to sublicense, modify, reproduce, distribute, perform, display (publicly or otherwise), create derivative works thereof, and otherwise use as such the Content and Company is not restricted in any manner in creating or using other content which is similar in  format to the Content without financial or other obligation to you (so long as Company does not utilize your name or image in connection with such other items).

8.            Warranties.

You warrant and represent that you have full power and authority to make this Agreement and to grant the rights granted herein, and you have not previously assigned, transferred or otherwise encumbered the same; and you have no prior agreement, commitment or other arrangement, oral or written, to enter into a conflicting agreement; the Content you provide does not infringe any statutory or common law copyright or any proprietary right of any third party; the Content does not invade the right of privacy of any third person, or contain any matter libelous or otherwise in contravention of the rights of any third person. Company shall be under no obligation to make an independent investigation to determine whether the foregoing warranties and representations are true and correct; and any independent investigation by or for Company, or its failure to investigate, shall not constitute a defense to you in any action based upon a breach of any of the foregoing warranties.

9.            Indemnity.

You shall indemnify and hold Company harmless against any loss, liability, damage, cost or expense (including reasonable attorneys’ fees) arising out of or for the purpose of avoiding any suit, proceeding, claim or demand or the settlement thereof, which may be brought or made against Company by reason of the publication, sale, or distribution of, or disposition of rights in respect to the Content; provided, you will have no responsibility for liability arising out of or based on commercial transactions between Company and its Customers.

10.         Limitation of Liability. 

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, HOWEVER CAUSED.  NOTWITHSTANDING THE FOREGOING, EXCEPT FOR ACTUAL DAMAGES RELATED TO FRAUD, GROSS NEGLIGENCE, OR INTENTIONAL MISCONDUCT, IF EITHER PARTY IS FOUND LIABLE TO THE OTHER FOR ACTUAL DAMAGES FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE), SUCH PARTY’S LIABILITY TO THE OTHER WILL BE LIMITED TO THE AMOUNTS PAID BY COMPANY TO YOU UNDER THIS AGREEMENT FOR THE PRODUCT AT ISSUE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM FIRST AROSE.

11.         Term and Termination. 

(a)            This Agreement shall become effective as of the Effective Date, and shall continue in effect for a period of twelve (12) months therefrom and shall renew automatically for successive twelve-month periods unless notice of non-renewal is given by either party at least thirty (30) days prior to the scheduled renewal date.

(b)           If this Agreement expires (i.e. is not renewed) then you will receive all commissions otherwise payable hereunder for Commissionable Revenues actually received by Company prior to expiration

(c)            You hereby waives all claims against Company in connection with any expiration or termination. 

12.         General.

(a)            Each party acknowledges that the parties to this Agreement are independent contractors and that it will not, except in accordance with this Agreement, represent itself as an agent or legal representative of the other.

(b)           Company shall be relieved of its obligations to perform in the event that Acts of God, labor disputes, shortages of materials, unavailability of transportation, or other causes beyond Company’s reasonable control cause a delay or render performance by Company impracticable or impossible.

(c)            Because Company has bargained specifically for your personal service under this Agreement, you may not assign any of your rights or delegate any of your obligations under this Agreement without Company’s express written consent.  Company may assign this Agreement without your consent.

(d)           The validity, construction and performance of this Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to contracts executed in and performed entirely within New York, without reference to any choice of law principles. 

(e)            All notices, demands, requests or other communications that may be or are required to be given, served or sent by any party pursuant to this Agreement will be in writing (and shall be deemed to have been duly given upon receipt), will reference this Agreement and shall be sent by mail, express courier, hand delivery, email or facsimile transmission, addressed as indicated below the party’s signature to this Agreement. Each party may designate by notice in writing a new address to which any notice, demand, request or communication may thereafter be so given, served or sent.  Each notice shall be deemed sufficiently given, served, sent and received for all purposes at such time as it is delivered to the addressee (with the return receipt, the delivery receipt or the affidavit of messenger being deemed conclusive evidence of such delivery) or at such time as delivery is refused by the addressee upon presentation.

(f)            The headings of this Agreement are for convenience only and shall have no effect on the meaning or interpretation of this Agreement.  The relationship between the parties shall be that of independent contractors.  No delay or omission by either party in exercising any right or remedy under this Agreement or existing at law or equity shall be considered a waiver of such right or remedy.  No waiver by either party of any right or remedy whether under this Agreement or otherwise shall be effective unless in writing.   If any provision of this Agreement is held to be invalid or unenforceable, it will be construed to have the broadest interpretation which would make it valid and enforceable.  Invalidity and unenforceability of one provision will not affect any other provision of this Agreement.  This Agreement is the entire agreement between the parties as to the matters hereunder and there are no other contracts, express or implied.  This Agreement may only be modified by an agreement in writing signed by both parties.