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deliverable Agreement.



THIS CLIENT SERVICES AGREEMENT (“Agreement”) is made as between Warrior Brands, Inc. D/B/A/ Victor + Valor™ (“Company”) and the client whose name appears in the signature block of this Agreement (“Client”) (collectively referred to as the “Parties”). 


The Parties have agreed that Client would like to access Company’s services, which are more fully described in Exhibit A, Exhibit B, and any other Exhibits as may be incorporated under this Agreement from time to time upon acceptance of same by the Parties (the “Services”). The Parties agree to the following:  


Term and Termination. This Agreement shall be effective as of the date Client first accesses or uses the Services and shall continue until this Agreement is terminated as set forth herein. This Agreement may be terminated immediately by either party at any time for convenience upon notice to the other party.  In addition, this Agreement shall automatically terminate and expire on the date that Company ceases to offer the Services applicable to Client.


Representations and Warranties. Company represents and warrants that, to its knowledge, Company has the full and unrestricted right, power, and authority to enter into this Agreement, perform the Services, and grant the rights granted herein. Client represents, warrants and covenants that: (i) Client will provide the information needed by Company to perform its duties, in the format requested by Company, as described herein;  (ii) Client has the full and unrestricted right, power, capacity, and authority to enter into this Agreement, and grant the rights granted herein; (iii) Client has no other agreements with any other party that would conflict with this Agreement; and (iv) Client will abide by the Program Guidelines set forth in Exhibit B.


Free of Charge; Eligibility. (a) Company agrees to provide the Services described herein free of charge during the Term of this Agreement, and to the extent the applicable programs are available.  Company makes no guarantees that the Services or any particular program within the Services will remain available at any particular times, and Company may at any time remove, impose conditions on, or make any changes, substitutions, improvements, or any other adjustment to any program it offers, and may discontinue any program, all at its sole and absolute discretion, and disclaims all liability in connection therewith.  Client acknowledge and agrees to the foregoing and hereby agrees not to bring any claims against Company in connection therewith.


(b) Only businesses and individuals that meet applicable eligibility requirements are eligible to use the Services.  Client must not attempt to create an account on behalf of or for the benefit of a user whose use of the Services was suspended or terminated by Company, unless Company approves otherwise. Client may only use the Services for business purposes. Client must not, and must not enable or allow any third party to: (i) use the Services for personal, family or household purposes; (ii) act as service bureau or pass-through agent for the Services; (iii) work around any of the technical limitations of the Services or enable functionality that is disabled or prohibited, or access or attempt to access non-public Company systems, programs, data, or services; (iv) use the Services to engage in any activity that is illegal, fraudulent, deceptive or harmful; (v) perform or attempt to perform any action that interferes with the normal operation of the Services or affects other users’ use of the Services; or (vi) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any part of the Services, documentation, or the Company website except as permitted by Law.


Status. It is understood by the Parties that the relationship established by this Agreement is one of an independent contractor and not an employment relationship, joint venture, partnership, or otherwise. Neither party shall be entitled to and waive any and all claims to any employee benefits of the other as a result of this Agreement and the relationship established hereby. Company is not authorized to enter contracts or agreements or create obligations on behalf of Client to third parties unless otherwise approved by Client, in writing. Likewise, Client is not authorized to enter contracts or agreements or create obligations on behalf of Company to third parties unless otherwise approved by Company, in writing.  


Confidentiality. The Parties agree to hold in strict confidence and not to disclose to others or use for any purpose (other than the performance of this Agreement and Services), either before or after termination of the Agreement, any confidential or proprietary information of the other party, including, without limitation, any confidential or proprietary information that is transferred pursuant to this Agreement. Confidential and proprietary information includes, without limitation, any technical or business information, logins, product formulas or specifications, manufacturing techniques, process, experimental work, program, software, marketing or distribution plans, strategies, methodologies, or arrangements, or trade secrets relating to the products, systems, equipment, services, sales, research, or business plans. Confidential information is not limited to a specific medium and can be oral, written, or physical in format (“Confidential Information”).   


The Parties shall not disclose Confidential Information to any third party, other than the receiving party’s personnel or agents, in any form without the disclosing party's prior written consent. The Parties shall not disclose Confidential Information to any personnel or agents without the need to know such information. Except as otherwise provided below, information shall not be considered confidential hereunder nor subject to the provisions of this section if it can be demonstrated: (i) to have been rightfully in the receiving party's possession prior to the date of the disclosure of such information to the receiving party, if such prior possession was not otherwise subject to a restriction on disclosure; (ii) to have been in the public domain prior to the date of the disclosure of such information to the receiving party; (iii) to have become part of the public domain by publication or by any other means except an unauthorized act or omission on the part of the receiving party, or (iv) to have been supplied to the receiving party without restriction by a third party who is under no obligation to maintain such information in confidence. Confidential Information shall not be deemed to be generally available to the public or in the Parties’ possession merely because it may be embraced by a more general disclosure, or merely because it may be derived from combinations of disclosures generally available to the public or in the Parties’ possession. 


Upon the disclosing party’s request, the receiving party shall return to the disclosing party any and all written or physical embodiments (including copies) of Confidential Information disclosed to the receiving party by the disclosing party which is then in the receiving party’s possession, custody, or control. Such Confidential Information includes all documents or computer files, including emails, which contain or reflect the Confidential Information. The confidentiality obligations set forth in this Agreement shall survive ten (10) years after termination or expiration of the Agreement.     


Intellectual Property. (a) All original materials, including but not limited to Company programs, courses and resources and the recordings of each of its programs, and, except as may be expressly provided below, any other materials provided by Company to Client through the Service (the “Materials”), and all intellectual property rights therein, including but not limited to Company’s copyrights, trademarks, trade dress and trade secrets and any other items deemed to be Company’s intellectual property (“Company IP”) are owned by Company and all right, title and interest therein is hereby reserved Company.  The Materials are provided for Client’s individual use only and may not be transferred. Client is not authorized to use or transfer the Materials.  All Materials shall remain the property of Company during and following the Term. Client acknowledges that Client has no right, title, or interest in or to the Materials, and Client agrees not to make any claim to any right, title, or interest in the Materials. The Client will not copy, modify, distribute, sell, or lease the Materials or any part thereof.   Client agrees to cooperate with Company, at its expense, in all further actions, which the Company deems necessary or desirable to confirm, register, protect, or enforce Company’s rights in and to the Materials.  The foregoing shall survive the expiration or termination of this Agreement.


(b)  Without limiting the foregoing, Client shall not have the right to utilize the Materials or Company’s name, brands or other intellectual property for any purposes, without the prior written consent of Company.


(c) Client Materials. All elements of text, images, or other artwork provided by Client shall remain Client's sole property. Client grants Company a nonexclusive, nontransferable license to use, reproduce, and modify such materials in connection with the performance of the Services outlined within this Agreement.


(d) Assignment of Final Approved Designs. Company will assign copyright and/or trademark rights to the final, mutually approved versions of Services created by Company specifically for Client, if any (excluding for the avoidance of doubt, any Company IP).  Company will provide files via reasonable means acceptable to Company containing the final mutually approved version for Client's records.


Only the copyright and/or trademark for the final mutually approved versions will be assigned pursuant to this Agreement.  Company will retain all copyright, trademark and other intellectual property rights to Company IP, any abandoned ideas or design iterations that are not part of the final, mutually approved version of a design.


Upon completion of the assignment, Company and its licensees, assignees and/or designees retains the irrevocable, perpetual, transferable, nonexclusive, limited license to reproduce, publish, and display the final approved versions of the Services in Company’s, Company’s licensees, assignees and/or designees portfolio and promotional materials.


(e) Testimonials; Etc.  Company and its licensees, assignees and/or designees shall have the irrevocable, perpetual, transferable, nonexclusive, limited license to reproduce, publish, and display Client testimonials with respect to the Services, any feedback Client provides to Company and Client’s brands and trademarks, in each of their portfolio, sales, marketing and promotional materials and communications, and on webpages and apps that identify clients.


Disclaimer. While Company believes that the Services are provided in an adequate and professional manner, there is no guarantee that Client will see any particular results to its business or otherwise using the Services, including but not limited to any techniques and materials provided by Company. Company assumes no responsibility and shall have no liability for Client’s decisions or for policies or practices that Client implements. 


Any statements related to income or earnings potential, regardless of medium, are examples of what may be possible in the future. Company makes no guarantees regarding results, present, or future. Company makes no guarantees and disclaims all responsibility for Client’s earnings, income, sales, or any other business performance as a result of this Agreement. 


Client is solely responsible for creating and implementing his/her own decisions, choices, actions, and results arising out of or resulting from the Services and interactions with the Company.  As such, the Client agrees that the Company is not and will not be liable or responsible for any actions or inaction or for any direct or indirect result of the Services.  All information provided is for educational purposes only.




Indemnification. Client shall indemnify, defend, and hold Company harmless from and against any loss, liability, damage, or expense, including reasonable attorney’s fees, incurred or suffered by or threatened against Company, including but not limited to in connection with or as a result of any claim brought by or on behalf of any third party person or entity as a result of or in connection with Company’s appearance or association with Client, a breach of this Agreement by Client, the gross negligence of Client or the failure of Client to comply with any applicable law, rule or regulations, unless such claim arises solely from a breach of any obligation and/or warranty made by Company hereunder. 


Force Majeure.  Company shall not be deemed in breach of this Agreement if Company is unable to fulfill the Services hereunder or any portion thereof by reason of fire, earthquake, labor dispute, act of God or public enemy, pandemic, death, illness, or incapacity or any local, state, federal, national, or international law, governmental order or regulation or any event beyond Company’s control (collectively “Force Majeure Event”).  Upon occurrence of a Force Majeure Event, Company shall use reasonable efforts to give Client notice of its inability to perform or of delay in completing the Services and may propose revisions to the schedule for completion of the Services.


Dispute Resolution. All disputes between the Parties arising out of or in connection with the Agreement or any breach thereof will be determined and settled by binding arbitration, in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration will not be combined with any other proceeding or arbitration against one of the Parties. The place of any such arbitration shall be in or near  New York County, New York. Each party will designate one arbitrator and the two designated arbitrators will select a third arbitrator to serve as the chair of the arbitration panel. If the two arbitrators cannot agree on the third arbitrator, then the AAA will appoint the third arbitrator. Barring extraordinary circumstances, the arbitrators will issue their decision within one hundred twenty (120) days from the date the third (3rd ) arbitrator is selected. The arbitrators may extend this time limit for an additional thirty (30) days in the interests of justice. All arbitration proceedings will be closed to the public and confidential and all records relating thereto will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The arbitrators’ decision and award will be in writing and will include a statement setting forth the reasons for the disposition of any claim.  A dissenting decision will also be set forth in writing. The award rendered by the arbitrators will be final and binding on the parties, and judgment thereon may be entered in any court of competent jurisdiction. The arbitration will be governed by and construed in accordance with Texas  law without reference to conflict of laws provisions.

Subject only to Section 13, below, all disputes between the Parties arising out of or in connection with this Agreement or any breach thereof will be determined and settled by binding arbitration, in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the “AAA”), solely and exclusively between the Parties (and no other parties, including, without limitation, any of Company’s officers, directors, members, managers, employees, volunteers, agents, or representatives, none of whom shall be named or joined as a party to any arbitration or other legal proceeding arising under this Agreement).


 Governing Law. For claims not subject to the Dispute Resolution section above, this Agreement will be governed by the laws of the State of New York, without reference to its conflict of law principles and jurisdiction of any and all such disputes will lie exclusively in the state and federal courts sitting in New York County, New York. Client consents to personal jurisdiction exclusively in the state and federal courts located in the State of New York and hereby waives all defenses of lack of personal jurisdiction and forum non-conveniens.


Class Waiver. To the extent applicable law permits, any dispute arising out of or relating to this Agreement, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action. Notwithstanding any other provision of this Agreement or the AAA Rules, disputes regarding the interpretation, applicability, or enforceability of this class waiver may be resolved only by a court and not by an arbitrator. If this waiver of class or consolidated actions is deemed invalid or unenforceable, neither party is entitled to arbitration.


No Jury Trial. If for any reason a claim or dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement or any of the transactions contemplated between the parties.


Assignment. This Agreement shall not be transferred or assigned, in whole or in part, directly or indirectly by operation of law or otherwise, to any third party, in whole or in part, by Client without the express written consent of Company, which may be withheld in Company’s sole discretion. Any purported assignment or transfer not in compliance hereof shall be deemed void and of no force and effect.  Company may assign, transfer, sublicense its rights and/or subcontract its obligations under, this Agreement at any time in its sole discretion


Non-Solicit; Non-Disparagement.  During the Term and for one (1) year thereafter, Client shall not, without the written consent of the Company, directly or indirectly (whether as an owner, proprietor, partner, broker, member, consultant, agent, stockholder, officer, director or employee) on Client’s own behalf or on behalf of any other person or entity do any of the following: 

  1. Induce or attempt to induce any customers, subscribers, club members, platforms, sellers, vendors, suppliers, licensees and other business relationships (collectively, the “Customers”) to cease doing business with the Company, in any way interfere with the Company relationships with its Customers, or solicit any Customers for the business or services offered by the Company;

  2. Induce or attempt to induce any employee, independent contractor or service provider of the Company or any of its affiliates to terminate his or her employment or services with the Company or any of its affiliates, respectively; provided, however, that any offers or solicitations made generally and that are not targeted at the employees of the Company or its affiliates shall not be deemed a violation of this Section;

  3. Employ, hire or otherwise engage as an employee or otherwise, any employee of the Company or any of its affiliates; and

  4. directly or indirectly, make or solicit or encourage others to make or solicit any disparaging remarks concerning the Company, its affiliates, employees, agents or representatives, their respective brands, products, services, businesses, or activities.


Certain Prohibited Activity. Notwithstanding anything to the contrary in this Agreement, Company shall not be required to provide, and may at any time in its sole discretion refuse or cease to provide, any Services to any individual or entity that Company determines engages in providing products or services related to alcohol, drugs, tobacco, firearms, violence, sexual oriented products or services, illegal or banned products or services, any products or services containing unsubstantiated, false or misleading claims, any products or services that are discriminatory or otherwise promote hate or extremism, or otherwise infringe on the rights of third parties, or that would or could tend to cause Company to lose its status as a not-for-profit entity or eligibility for government or other programs or incentives that Company is or wishes to remain or become eligible for.


Notice.  Except as otherwise provided in this Agreement, all notices that Client is required or may desire to give Company shall be in writing and shall be sent to  Except as otherwise provided in this Agreement, all notices that Client is required or may desire to give Company shall be in writing and shall be sent to Client’s email address associated with Client’s account with Company. 




  • If any of the provisions of this Agreement is or becomes illegal, unenforceable, or invalid (in whole or in part for any reason), such provision shall be enforced to the maximum extent permitted, and the remainder of this Agreement shall remain in full force and effect without being impaired or invalidated in any way. 


  • Any rights or obligations contained herein that by their nature should survive termination of the Agreement shall survive, including, but not limited to representations, warranties, intellectual property rights, indemnity obligations, and confidentiality obligations.

  • Any failure of either party to enforce any provision of this Agreement, or any right or remedy provided for therein, shall not be construed as a waiver, estoppel with respect to, or limitation of that party’s right to subsequently enforce and compel strict compliance or assertion of a remedy.

  • Each party has participated in negotiating and drafting this Agreement, such that if any ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if the Parties had drafted it jointly, as opposed to being construed against a party by reason of the rule of construction that a document is to be strictly construed against the party on whose behalf of the document was prepared. 

  • The Agreement may be executed in several counterparts, all of which taken together will constitute one single agreement between the Parties. The Parties expressly agree that with respect to this Agreement, an electronic signature or executed document which has been formatted as a Portable Document Format (PDF) and electronically exchanged shall be binding upon the Parties. 

  • This Agreement, along with all attachments, represents a single agreement, as well as the entire agreement with respect to the subject matter hereof. This Agreement supersedes any prior agreement between the Parties, whether written or oral, with respect to the subject matter.

  • Company may modify all or any part of this Agreement at any time by posting a revised version of this Agreement or by notifying Client. The modified Agreement is effective upon posting or, if Company notifies Client, as stated in the notice. By continuing to use Services after the effective date of any modification to this Agreement, Client agrees to be bound by the modified Agreement. It is Client’s responsibility to check the Company’s website regularly for modifications to this Agreement. Except as this Agreement (including in this Section) otherwise allows, this Agreement may not be modified except in a writing signed by the parties.


_I confirm that I have read and agree with the terms of this Agreement as well as the Victor + Valor Terms of Service and Privacy Policy.







Initial Deliverable Services.   Company shall provide initial general consulting services to Client (in the nature of an approximately 20 minute session) for purposes of, among other things, an initial assessment by Company in its sole discretion regarding Client’s eligibility, suitability and needs.   Following such initial consulting session, Company may in its sole discretion provide one or more of the following services to Client, subject to any conditions, limitations and restrictions that Company may impose:


  • Additional necessary meetings with your brand coordinator to create a work strategy, review deliverables for approval, and other various meetings needed.

  • Deliverables Victor + Valor currently off and your brand could receive are as follows:

  • Branding Services:

Print Collateral and Packaging

UX/CX Design

Brand Storytelling

Copy Writing

Photoshoot and Videoshoot Production

Website Framing, Design, and Development

App Framing, Design, and Development

  • Production:

Series Strategy and Production

Television Shows, Series, and Specials

Award-Winning Documentaries and Reality-TV

Web Series and Shows

On-Location Production

Video Production and Editing

Promotional Videos

Show / Specials Promotion and Marketing

  • Marketing:

Launch and Sales Strategies

CRM Funnels

Customer Experience Strategies

Social Media Marketing Strategies and Content

Event and Launch Promotional Items and Event Strategies

Media One Sheets

Marketing Packages


  • Publishing:

Book and Magazine Strategy

Print /Digital Magazine Editing and Publishing

Traditional Publishing

Co-Author Publishing

Manuscript Editing and Layout

PR, Marketing, and Book Tour Promotions


  • The branding and marketing assets each business receives are based on their own individual needs and what the lead brand strategist feels are most beneficial to the business’s growth. Asset support is ongoing as long as the business and entrepreneur have continued their mentorship, completed the development series, continue to make positive strides forward in their business, and are grossing under $250,000 (usd) in a year from this venture. More specifics of our deliverable policy can be found at

  • Project timelines depend on many variables: scope of work, communication speed, etc. Once an overall scope of work is created for your projects, a rough timeline will be established. These timelines can range from a few weeks to months. All along the way, timeline changes that may need to occur will be fully communicated to you. Branding projects vary based on the amount of deliverables being created, how fast you communicate, and the overall scope of work. Projects usually take anywhere from 3-18 months to complete.

  • After the initial brand consultation meeting with you, our team will start building out the foundation pieces your brand is in need of. Once these are complete, we will meet with you to present the idea and explain the proposed design. From here, a conversation begins and any modifications will be made. Once you approve of the design, a file will be sent to you for written approval. 



All Zoom sessions will be recorded, Client may have access to a recording of each session so that Client may review the content of the session at Client’s convenience (the “Recording”).  Client understands that Company cannot guarantee the quality of each Recording or that a session will be recorded uninterrupted.   Company disclaims any and all liability and Client shall not be entitled to any damages should a session not record properly.  Client shall have access to the Recordings during the term of the Agreement.



Interactions with Other Participants.  Client understands and agrees that Client is responsible for all interactions, outside of the Sessions/Services, that Client has with other participants in the Services.  It is Client’s responsibility to make an independent determination of any dealings, business or otherwise, that Client chooses to have with other  participants.   Company expressly disclaims any liability that may arise from participant interactions.


Confidentiality.  Client understands and agrees to keep the intellectual property and confidential information disclosed during any group meeting confidential.  Client may not utilize or pass off as their own any intellectual property and/or confidential information from other participants or the Company or any of its personnel or volunteers.


Intellectual Property of Deliverables. When the work is complete, your business will own the intellectual property. This means you can trademark or copyright the work created for you. 


Exhibit B – Code of Conduct


Company’s Programs are intended to be safe and accepting spaces for everyone. Please read the Program Code of Conduct below:


Victor + Valor™ Deliverables Mission Statement

As a Victor + Valor™ client, you will receive the top-level branding and marketing assets needed to grow your business in addition to one-on-one mentorship support, professional and personal development series designed to prepare you for the mental and relational opportunities that will arise. 


In addition to these top-notch deliverables, you will have access to the entire Victor + Valor™ community, including our online resources, mastermind and mentorship groups, branding/marketing consultations, and asset creations.


Internal and External Practices

  • Be patient and courteous.


  • Be inclusive. We welcome and support people of all backgrounds and identities. This includes but is not limited to members of any sexual orientation, gender identity and expression, race, ethnicity, culture, national origin, social and economic class, educational level, color, immigration status, sex, age, size, family status, political belief, religion, and mental and physical ability.


  • Be considerate. We all depend on each other to produce the best work we can as a company. Your decisions will affect clients and colleagues, and you should take those consequences into account when making decisions.


  • Be professional. Show up on time to all meetings/classes and fully prepared with regards to a quite work environment, a strong internet signal, as well as prepared for the content to be covered. Dress in a business casual/professional manner while attending meetings/classes.


  • Be respectful. We won't all agree all the time, but disagreement is no excuse for disrespectful behavior. We will all experience frustration from time to time, but we cannot allow that frustration to become personal attacks. An environment where people feel uncomfortable or threatened is not a productive or creative one.


Our differences can be our strengths. We can find strength in diversity. Different people have different perspectives on issues, and that can be valuable for solving problems or generating new ideas. Being unable to understand why someone holds a viewpoint doesn’t mean that they’re wrong. Don’t forget that we all make mistakes, and blaming each other doesn’t get us anywhere.


Instead, focus on resolving issues and learning from mistakes.


Unacceptable Behavior 

  • Choose your words carefully. Always conduct yourself professionally. Be kind to others. Do not insult or put down others. Harassment and exclusionary behavior aren't acceptable. This includes but is not limited to: threats of violence, discriminatory jokes and language, sharing sexually explicit or violent material via electronic devices or other means, personal insults, especially those using racist or sexist terms, unwelcome sexual attention, and advocating for, or encouraging, any of the above behavior is not allowed. 


  • Do not harass others. In general, if someone asks you to stop something, then stop. When we disagree, try to understand why. Differences of opinion and disagreements are mostly unavoidable. What is important is that we resolve disagreements and differing views constructively.

  • We have a Zero tolerance policy for the following behaviors: harassment, abuse or assault, bullying, intoxication, illegal activity, discrimination, or plagiarism.


Disciplinary Process

We will review all claims and evidence. If you are found to be in violation, you will be removed from the program as well as Victor + Valor community immediately. We will notify you via email of such actions. 


All complaints will be reviewed and investigated and will result in a response that is deemed by Company as necessary and appropriate to the circumstances. Participants are obligated to maintain confidentiality with regard to the reporter of an incident. 


Chain of command

When dealing with questions regarding your deliverables, creation prcoess, agreed upon tasks to continue receiving services, etc, we request that you contact your brand coordinator privately via Slack. 


When dealing with any issue, that can not be amicably resolved between you and a fellow client, staffer, your assigned brand adviser etc we ask that you contact our professional team via the form found at 


By adopting this Code of Conduct, participants commit themselves to fairly and consistently applying these principles to every aspect of participating in this group. Participants who do not follow the Code of Conduct may have their Program access revoked at any time.


This Code of Conduct applies both within project spaces and in public spaces when an individual is representing the project or its community.


Instances of abusive, harassing, or otherwise unacceptable behavior may be reported by contacting our team at 


All complaints will be reviewed and investigated and will result in a response that is deemed by Company as necessary and appropriate to the circumstances. Participants are obligated to maintain confidentiality with regard to the reporter of an incident. 

Last Updated: June 1, 2023

Exhibit A
Exhibit B
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