VOLUNTEER AGREEMENT AND RELEASE

 

THIS VOLUNTEER AGREEMENT AND RELEASE (“Agreement”) is made as of [date] by and between Warrior Brands, Inc., a Delaware not-for-profit corporation doing business as Victor + Valor (“Company”), and _Volunteer (“Volunteer”) (collectively as the “Parties” and, each, as “Party”) in connection with Volunteer’s provision to Company of the services listed and as more fully described in the Statement of Work attached hereto as Exhibit A and any other Statement of Work Exhibits as may be incorporated under this Agreement from time to time upon execution of same by the Parties (“Services”) on a volunteer basis. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree to the following:  

 

GENERAL PROVISIONS

 

Term.  This Agreement shall be effective as of the date listed above and shall continue until completion of the Services, or as earlier terminated as provided herein. This Agreement may be terminated, postponed, or delayed, in whole or in part, by either Party upon ten (10) days’ prior written notice to the other Party.

 

Provision of Services.  Volunteer agrees to provide the Services to Company in accordance with the terms of this Agreement, Exhibit A, Exhibit B, Exhibit C, and any other Exhibits as may be incorporated under this Agreement from time to time upon acceptance of same by the Parties.  All Services are subject to Company’s final approval and will be performed in accordance with Company’s standards. Volunteer is not authorized to bind or enter contracts or agreements or create obligations on behalf of Company to third parties unless otherwise approved by Company, in writing.

 

Representations and Warranties.  

 

Volunteer represents, warrants and covenants that: 

 

• Volunteer has the necessary knowledge, skills, experience, qualifications, rights, and resources to perform the Services; 

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• Volunteer will perform the Services in compliance with all applicable laws and regulations, and all Company policies, safety rules, conduct expectations, and other written directions as provided by Company from time to time, including, without limitation, the Code of Conduct Policy attached hereto as Exhibit C and incorporated herein by this reference; 

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• The Results and Proceeds (as defined below) will be original works created by Volunteer exclusively for Company, and do not and will not infringe upon the copyright, trademark or other intellectual property rights of any third party; and

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• Volunteer has the full and unrestricted right, power, and authority to enter into this Agreement, perform the Services, and grant the rights granted herein and Volunteer has no other agreements with any other party that would conflict with this Agreement. 

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• Company represents and warrants that Company has the full and unrestricted right, power and authority to enter into this Agreement.

 

Relationship.  Nothing contained in this Agreement shall be construed to (a) give either Party the power to direct and control the day-to-day activities of the other, (b) constitute the Parties as partners, joint venturers, co-owners, or otherwise, or (c) allow Volunteer to create or assume or create any obligation on behalf of Company for any purpose whatsoever. Volunteer is an independent contractor of Company and not an employee, agent, or representative of Company. In connection with the foregoing, Volunteer  is not entitled to any employee benefits or withholdings (including, but not limited to, the Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Act, income tax withholding (federal, state, and local) and any and all state or other government taxes), and each Party shall remain solely responsible for all of its own employees, subcontractors, labor costs, and, except as otherwise provided herein, expenses (including, without limitation, timely payment of all income taxes, payroll taxes, and related withholdings) arising in connection with this Agreement. All financial and other obligations associated with Volunteer's business are the sole responsibility of Volunteer. 

 

Volunteer Basis.  Volunteer is freely participating hereunder and providing the Services solely on a volunteer basis for public service or humanitarian objectives and has no expectation of any compensation or remuneration whatsoever and is under no contract of hire, express or implied.  

 

Expenses.  Volunteer will only be reimbursed for actual, verifiable, out of pocket costs and expenses that are preapproved in writing by Company and incurred directly in connection with Volunteer’s performance of the Services and, in all cases, solely in accordance with Company’s expense reimbursement policies in effect from time to time. 

 

Confidentiality.  

 

Volunteer agrees 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 this Agreement, any confidential or proprietary information of Company or Company clients, customers, subscribers, or club members (collectively, “Customers”), including, without limitation, any confidential or proprietary information that is transferred pursuant to this Agreement. Confidential and proprietary information includes, without limitation, the terms of this Agreement, any information, plans, schedules, content, strategies or guests related to the Services, any technical or business information, product formulas or specifications, manufacturing techniques, process, experimental work, program, software, marketing or distribution plans, strategies or arrangements, or trade secrets relating to the products, systems, equipment, services, sales, research or business of Company.  Confidential information is not limited to a specific medium and can be oral, written, electronic, or physical in format (“Confidential Information”). Such Confidential Information includes all documents or computer files, including emails, prepared by Volunteer that contain or reflect the Confidential Information.

 

     Other than as permitted hereunder and required to perform the Services, Volunteer shall not disclose Confidential Information to any third party in any form without Company’s prior written consent. Volunteer shall not disclose Confidential Information to any of its personnel or agents without the need to know such information and, in all cases, without written confidentiality agreements with such persons that impose obligations no less restrictive than those set forth herein. 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 Volunteer’s possession prior to the date of the disclosure of such information to Volunteer, 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 Volunteer; (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 Volunteer; or (iv) to have been supplied to Volunteer 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 Volunteer’s 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 Volunteer’s possession. 

 

Upon Company’s request, Volunteer shall return to Company (or, to the extent not capable of being returned, destroy and/or permanently delete) any and all written or physical embodiments (including copies) of Confidential Information disclosed to Volunteer by Company which is then in Volunteer’s possession, custody or control. The confidentiality obligations set forth in this Agreement shall survive for a period of ten (10) years after termination or expiration of the Agreement.

 

Ownership of Work Product.  

 

Volunteer acknowledges that Volunteer has no right, title, or interest in or to the results and proceeds produced in connection with the Services hereunder, including, without limitation, all content, materials and deliverables created and/or provided by Volunteer in connection therewith (the “Results and Proceeds”), and agrees that Company shall instead own all right, title, and interest therein and thereto. 

 

To further evidence the full ownership of the Results and Proceeds by Company, in consideration for the opportunity and privilege to provide the Services as described hereunder, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Volunteer hereby assigns to Company all right, title, and interest to the  Results and Proceeds. Volunteer agrees to assist Company with the enforcement of any proprietary rights over the Results and Proceeds, including the prompt execution of any additional documents that may be reasonably requested by Company.   In the event Volunteer fails to respond to Company’s request for execution of such documents in a reasonable amount of time pursuant to this provision, Volunteer hereby designates Company as its attorney-in-fact that may execute such documents on Volunteer’s behalf.  

 

For the avoidance of doubt, the Results and Proceeds shall be deemed specially ordered and commissioned by Company as a “work made for hire”  as such term is defined under the United States Copyright Act of 1976, as amended.  To the extent that  the Results and Proceeds may not be deemed to be a “work made for hire”, Volunteer hereby irrevocably assigns all ownership rights in and to such work to Company. If any such work of authorship cannot be assigned, Volunteer hereby grants to Company an exclusive, assignable, irrevocable, perpetual, worldwide, sub-licensable (through one or multiple tiers), royalty-free, unlimited license to use, copy, reproduce, distribute, modify, adapt, alter, translate, improve, create derivative works of, practice, publicly perform, publicly display and digitally perform and display such Results and Proceeds in any media now known or hereafter discovered. Volunteer agrees not to (a) practice, display, copy, reproduce, distribute, transfer, modify, adapt, alter, translate, improve, or create derivative works from, or otherwise use, any Results and Proceeds or (b) incorporate any Results and Proceeds into any product or invention unrelated to Company’s business. To the extent moral rights may not be assignable under applicable law and to the extent the following is allowed by the laws in the various countries where moral rights exist, Volunteer hereby irrevocably waives such moral rights in and to the Results and Proceeds and consents to any action of Company that would violate such moral rights in the absence of such consent.   For the avoidance of doubt, Company shall have no obligation to utilize the Services or to exploit any of the Results and Proceeds, or to otherwise exercise any of the rights granted to Company hereunder.  Neither the expiration nor earlier termination of this Agreement for any reason shall affect the rights granted to Company hereunder.  

 

Company Property. All materials, including without limitation, Confidential Information, documents, drawings, drafts, notes, designs, computer media, electronic files and lists, proprietary information, customer lists, trade secrets, intellectual property, computers, equipment, tools, plans, recordings, software, and/or related records or accounting ledgers, including all additions to, deletions from, alterations of, and revisions in the foregoing (collectively, the “Materials”), which are furnished to Volunteer by Company or which are developed in the process of performing the Services, or embody or relate to the Services or the Results and Proceeds, are the sole and exclusive property of Company, and shall be returned by Volunteer to Company promptly at Company's request together with any copies thereof, and in any event promptly upon expiration or termination of this Agreement for any reason. Volunteer is granted no rights in or to such Materials, except as necessary to fulfil its obligations under this Agreement and subject to the terms, conditions, and limitations hereof. Volunteer shall not use or disclose the Materials to any third party except as directed by Company or as otherwise permitted hereunder. Volunteer will not share any information, footage, images, voice recordings or any other content obtained pursuant to this Agreement with any third party, including on social media and in Volunteer’s promotional materials, without Company’s express written consent.  Any physical or technical equipment that is provided by Volunteer shall be noted in Exhibit B and shall be updated as needed.  Upon termination of this Agreement, that list shall be utilized to determine, in part, whether Volunteer has satisfied its obligations under this Agreement.

 

Return of Materials. On termination of this Agreement, or as requested by Company from time to time, Volunteer shall immediately deliver to Company all Materials in its possession, or under its care and control.   Volunteer shall have five (5) business days to return any requested Materials and shall do so at Volunteer’s own expense.   Volunteer must use a commercially acceptable means of transport and must pack the Materials with reasonable care so as to avoid any damage from transport.  Volunteer shall be responsible for any damage that occurs to any Materials as a result of Volunteer’s negligence while in Volunteer’s care or upon return.  In the event of any damage to any Company property, Volunteer shall be responsible for paying Company the replacement value of the Materials.

 

Likeness Release.  

 

In connection with Volunteer’s provision of the Services hereunder, Volunteer hereby irrevocably grants Company the right and permission to tape, record, photograph, and/or film (as applicable) Volunteer’s person, voice, and conversations/statements, including, without limitation, any expressions and/or communications by Volunteer of any views, opinions, information, facts, and/or other subject matter.  Volunteer acknowledges and agrees that (i) Company is and shall remain the sole and exclusive owner of the results and proceeds of such taping, recording, photography, and/or filming (including the physical embodiments thereof), and (ii) Company will have the exclusive, irrevocable, perpetual, royalty free, transferrable, assignable, sublicensable, universal right (including, without limitation, copyright), to use, copy, reproduce, distribute, publish, modify, exhibit, create derivative works of, and otherwise exploit, all or any portion of the foregoing, in and in connection with Company’s business, and the advertising, marketing, publicity, and promotion thereof, in any and all media now known or hereafter developed.  . Volunteer also hereby grants to Company a non-exclusive, irrevocable, perpetual, royalty free, transferrable, assignable, sublicensable, universal right and license to use Volunteer’s name, likeness, voice, image, and biographical material (collectively, “Name and Likeness”), including, without limitation, as provided by Volunteer in connection with its provision of the Services or as captured and incorporated into any materials described in the preceding sentence, in and in connection with Company’s business, and the advertising, marketing, publicity, and promotion of the foregoing, in any and all media now known or hereafter developed.

  

Volunteer acknowledges that, in the event of any breach of this Agreement by Company or any third party, the damage, if any, caused will not be irreparable or otherwise sufficient to entitle Volunteer to seek injunctive or other equitable relief.  Volunteer’s rights and remedies will be strictly limited to the right, if any, to recover damages in an action at law, and Volunteer will have neither the right to rescind or terminate this Agreement or any of Company’s rights hereunder, nor the right to enjoin the production, exhibition, or other exploitation of the Results and Proceeds, Materials or other rights granted to Company hereunder.

 

General Release.  

 

During the term of this Agreement, Volunteer will be engaging in activities that may involve risk of serious injury including permanent disability and death and severe social and economic losses which might result not only from their own actions, inactions, or negligence but the actions, inactions, or negligence of others, or the conditions of any venue or location for, or any equipment used in connection with the Services, and that there may be other risks not known or not reasonably foreseeable at this time.  The Volunteer accepts personal responsibility for the damages, costs and other liabilities (including, without limitation, costs of medical care and the value of lost or damaged personal property) following or otherwise connected to Volunteer’s injury, permanent disability, or death resulting from Volunteer’s provision of the Service or any activities in connection therewith.

 

Volunteer hereby releases, waives, discharges, holds harmless, and covenants not to sue Company or its Customers or their respective parents, subsidiaries, and affiliates and each of their respective directors, officers, shareholders, managers, members, trustees, employees, independent contractors, volunteers, licensors, licensees, representatives, agents, heirs, successors, and assigns (collectively, the “Releasees”) from any and all liability to Volunteer and their heirs and next of kin for any and all claims, demands, losses or damages of any kind (i) on account of injury, including death or damage to property, sustained by the Volunteer in connection with any activities contemplated hereunder whether or not caused or alleged to be caused in whole or in part by the negligence of any one or more of the Releasees and/or third parties, including others authorized to participate in any activities contemplated hereunder or the Services, or (ii) for libel, slander, invasion of right of privacy, publicity or personality, or otherwise relating to the use of the Likeness Material or the exercise of any of the rights referred to herein.

 

To the extent applicable and to the fullest extent permitted by law, Volunteer expressly waives all of their rights under California Civil Code Section 1542, which provides: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

 

Indemnification.  Volunteer agrees to defend, indemnify, and hold harmless the Releasees from and against any and all losses, claims, suits, actions, liabilities, obligations, costs, and expenses (including, without limitation, reasonable attorneys’ fees and costs) to the extent arising from (i) the negligence or intentional misconduct of Volunteer; or (ii) Volunteer’s breach of any provision of this Agreement (including but not limited to any obligation, representation, or warranty contained in this Agreement). 

 

Choice of Law and Jurisdiction.  This Agreement will be governed by the laws of the State of New York, without reference to its conflict of law principles and any disputes between Company and Volunteer shall be resolved exclusively in the state or federal courts sitting in New York County, New York, to which the Parties irrevocably consent and waive all jurisdictional, venue, and inconvenient forum objections.

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​EACH PARTY HEREBY ACKNOWLEDGES AND AGREES THAT ANY DISPUTE THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, 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. All remedies, whether at law, in equity, or pursuant to this Agreement, available to a party will be cumulative. VOLUNTEER IRREVOCABLY AGREES THAT (I) ANY LEGAL PROCEEDING TO RESOLVE OR LITIGATE ANY DISPUTE ARISING UNDER THIS AGREEMENT WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS SOLELY 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 LEGAL PROCEEDING ARISING UNDER THIS AGREEMENT); (II) VOLUNTEER WILL NOT SEEK TO HAVE ANY DISPUTE HEARD OR RESOLVED AS A CLASS ACTION, A REPRESENTATIVE ACTION, A COLLECTIVE ACTION, A PRIVATE ATTORNEY-GENERAL ACTION, OR IN ANY PROCEEDING IN WHICH VOLUNTEER ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY; AND (III) NO SUCH LEGAL PROCEEDING WILL BE JOINED, CONSOLIDATED, OR COMBINED WITH ANOTHER LEGAL PROCEEDING OR ARBITRATION WITHOUT THE PRIOR WRITTEN CONSENT OF COMPANY AND ALL OTHER PARTIES THERETO.

 

Assignment.  This Agreement and the Services shall not be transferred, delegated, or assigned, in whole or in part, by Volunteer without the express written consent of Company, which may be withheld in Company’s sole discretion. Any purported transfer or assignment by Volunteer shall be deemed void and of no force and effect.

 

Non-Solicitation; Non-Disparagement.  In consideration for the opportunity and privilege to provide the Services, and other valuable consideration the receipt and sufficiency of which are hereby acknowledged, Volunteer agrees that, during the term of this Agreement and for a period of one (1) year after its termination, Volunteer shall not, directly or indirectly, solicit or attempt to solicit any business from any of the Customers for the purposes of providing products or services that are competitive with those provided by the Company.  In addition, during the term of this Agreement and for one (1) year after its termination, Volunteer shall not, without the written consent of the Company, directly or indirectly (whether as an owner, proprietor, partner, broker, member, Volunteer, agent, stockholder, officer, director or employee), on Volunteer’s own behalf or on behalf of any other person or entity, do any of the following: 

 

(a) Induce or attempt to induce any Customers or any platforms, sellers, vendors, suppliers, licensees, and other persons or companies with whom the Company does business to cease doing business with the Company, in any way interfere with the Company relationships therewith;

(b) Induce or attempt to induce any employee, independent contractor, volunteer, or other 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;

(c) Employ, hire or otherwise engage as an employee or otherwise, any employee of the Company or any of its affiliates; or

(d) Make or solicit or encourage others to make or solicit any disparaging remarks concerning the Company or its Customers, affiliates, employees, agents or representatives or their respective brands, products, services, businesses, or activities.

 

Background Checks. Company requires background checks for volunteers who receive with financial information and/or work with Customers who are under the age of eighteen (18) in the performance of the Services. In connection with the foregoing, Volunteer hereby agrees to submit to a criminal background check as directed by Company prior to Volunteer’s commencement of the Services. Volunteer hereby acknowledges and agrees that based on results of the background check, Company may, in its sole discretion, refuse to engage Volunteer to render the Services.

 

Notice.  Except as otherwise provided herein, all notices that either Party is required or may desire to give the other Party shall be in writing to the following addresses. Electronic mail is permissible, but will only be considered sufficient notice if the non-sending Party affirmatively confirms receipt. 

 

Warrior Brands, Inc. d/b/a Victor + Valor

Attn: Ms. Ali Craig

4500 Williams Dr Ste212-421

Georgetown, TX 78633
 

Email: info@victorvalor.org

 

With a copy (which shall not constitute notice) to:

 

Pryor Cashman LLP

Attn: Seth Lieberman, Esq.

7 Times Square, 40th Floor

New York, NY 10036-6569

Email: SLieberman@pryorcashman.com

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Miscellaneous. 

 

• If any provision or provisions of this Agreement is/are deemed overbroad, unenforceable, void or invalid for any reason by a court or other tribunal with proper jurisdiction, such overbroad, unenforceable or void provisions shall be deemed reduced in scope as minimally as possible as permitted by applicable law, or if necessary under applicable law, severed from this Agreement, solely for purposes of the proceeding in which they were found invalid, and the remainder of the Agreement shall otherwise remain in full force and effect and interpreted in a manner to give effect to the Parties originally stated intent to the maximum extent permitted by law. 

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• 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.

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• 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.

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• This Agreement, along with all attachments and exhibits, represents a single agreement, as well as the entire agreement with respect to the subject matter. This Agreement supersedes any prior agreement between the Parties, whether written or oral, with respect to the subject matter, and may be modified or amended only by a writing signed by the Party to be charged. 

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• 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, a facsimile or electronic signature or executed document which has been formatted as a Portable Document Format (PDF) and electronically exchanged shall be binding upon the Parties.

 

IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of the day and year first written above.

 

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EXHIBIT A

 

Statement of Work 

 

This Statement of Work (this “SOW”), dated [SOW Effective Date] (“SOW Effective Date”), is made by and between Warrior Brands, Inc. , a [State] not-for-profit corporation doing business as Victor + Valor (“Company”), and [Volunteer Name] (“Volunteer”) in connection with, and pursuant to the terms and conditions of, that certain Volunteer Agreement and Release, dated [Effective Date], by and between the Parties (the “Agreement”). Capitalized terms used but not otherwise defined in this SOW shall have the meanings ascribed to them in the Agreement. This SOW sets forth the agreement between Volunteer and Company with respect to the Services to be performed by Volunteer for Company hereunder. The terms of this SOW are supplementary to the provisions of the Agreement, but in the event of a conflict, the terms of this SOW shall prevail with respect to the Services set forth herein. 

 

Your Responsibilities.

• Support Company’s  aims and objectives

• Participate in all relevant induction and training programs provided to you by Company

• Understand and comply with the organisation’s policies and procedures as provided to you from time to time, including as set forth in Exhibit C

• Notify your Company contact (as set forth in this Exhibit A) or another member of staff of any health and safety issues or potentially hazardous situations that may pose a risk to you or others and report any accidents or incident relating to staff, volunteers, or the workplace

• Behave appropriately and courteously to all staff, Customers and the public in the course of your role use any property or equipment given to you in your role safely and only for purpose of the role and return it to the organization when you finish your volunteer role  

• Comply with applicable law at all times, and be open and honest in your dealings with us and let us know if we can improve our volunteer program and the support that you receive.

 

Volunteer Responsibilities. The following is a description of you role and the tasks you are authorized to perform. 

 

Mentor:

• Meet at least twice a month with your mentee-Customer as provided to you by Company 

• Provide guidance, support, and training to Customers

• Assist in evaluating overall performance of Customers and their business

• Be available to answer Customer questions in between sessions

• Guide/ advise Customers on business decisions or obstacles

• Help Customers to navigate challenging business situations that arise

• Coach Customers on improving their personal and professionals skills and relationships

 

Mastermind Leader:

• Facilitate skill sharing between Customers 

• Make sure the Customer group stays on time and on task 

• Connect and follow up with all Customers in between meetings

• Answer questions, make connections, lead members to resources and celebrate Customer’s successes

• Coordinate with Company office manger for resources to help celebrate and/or support Customer group

• Create an environment of accountability among Customers

• Encourage networking and conversation in between meetings via private group on Company website 

 

Consultant: 

• Meet with Customers to review performance assessments

• Develop an ongoing budget for Customers’ business objectives

• Develop detailed business, marketing, branding, and or launch plans for Customers

• Help Customer maintain and improve operations by providing professional expertise to current business procedures 

• Review Customer’s business’ financial statements (but do not purport to render professional financial advice on behalf of Company), meet with Customer’s company executives to identify goals and business needs and work closely with department heads to develop and oversee the implementation of specific goals for Customer’s business

• Solve problems and set goals for improvement, such as improving a business's structure, efficiency, profits, performance or perhaps all of these areas

• Keep Company apprised of your availability so that we can properly reserve your time via the online scheduler 

• After being matched with a business, you will be emailed and introduced to your new Customer by your brand coordinator 

• Review all Customer information before the introduction meeting. 

• Be prepared, prompt, and act in a professional manner at all Customer meetings 

• Give your best business advice, solutions, and how-to’s for the Customer’s specific business problems

• Record all Customer Zoom meetings

• Use Slack to communicate and share files with all Customers and Company team. 

• Create and share with the Customer and brand coordinator the three (3) agreed to tasks for the Customer to receive additional consultations from you

• Answer all questions the Customer may have within one (1) business day via Slack

• Reach out to brand coordinator if scope of work goes beyond your ability and/or if you feel additional support is needed 

 

Asset Creation / Deliverables:

Graphic Designer

• Work with other creative team members to produce content for Customer

• Create guidelines for how logos and other branding materials should be displayed and used by Customer

• Help make design choices (e.g., fonts and colors) for all content your Customerwill use

 

Website Designer

• Creating a suitable color scheme or incorporating the Customer’s color scheme into the design of Customer’s website

• Coding Customer’s website’s navigation

• Designing buttons and other controls for the Customer’s website

• Creating mock-ups of the website for the Customer’s approval

• Fixing any functionality issues, including the removal of “dead links”, for website

• Updating and maintaining the website on a regular basis

• Making backup files of the website

 

App Designer

• Designing interfaces for iOS and Android applications

• Contributing to the entire design process from design strategy to design execution

• Presenting user interface concepts and designs clearly for implementation

• Work closely with front-end engineers, brand strategists, and website designers to ensure that design requirements are met

• Maintain design consistency via the use of style guides and style sheets and ensure that established standards and best practices are followed

• Iterate the mobile app’s UI based on market feedback provided by Customer.

• Stay up to date with UI/UX trends and incorporate these where applicable

 

Photographer

• Operating different programs and technological equipment, such as Photoshop

• Photographing subjects, such as Customer’s events, clients, products, and models

• Setting up the necessary lighting on location of work or studio

• Identifying the locations which are most likely to generate the best pictures and tell Customer’s visual brand stories

• Conducting observations and tests to determine which camera settings and equipment should be used

• Deciding on the composition of the picture in advance, sometimes putting together a mood board or making sketches for Customer’s consideration and approval

• Using specialized equipment and photo editing software applications to edit and digitize pictures

• Considering the specifications of a Customer when preparing budgets and invoices

 

Videographer

• Filming video on set and on location as instructed by Customer

• Working with Customers and their creative teams to plan video shoots

• Setting up and taking down cameras, microphones, lighting, props and other equipment

 

Video Editor

• Assembling raw footage and transferring or uploading to a computer or cloud-based storage system

• Following a script, screenplay or outline as approved by Customer

• Inputting sound to enhance footage, which may include selecting music and writing voice-overs

• Inputting graphics to enhance footage

• Digitally splicing film and video and synchronizing them into one rough cut file

• Improving and correcting lighting, coloring and faulty footage

• Working closely with brand strategist, Customer, and directors to present a final product that matches Customer’s vision

 

Copywriting

• Writing clear and error-free content for Customer’s website, social media, sales, and other promotional pieces  that reflects the Customer’s company’s voice

• Meeting with brand strategist and Customers to understand their message, brand voice and target audience

• Proposing copy concepts in an engaging way for Customer and carrying out projects once they are approved by Customer

• Interpreting creative direction and technical information and turning them into persuasive copy concepts

• Collaborating with Customer’s public relations and marketing departments/contacts to brainstorm and develop a variety of marketing materials

• Working with Customers to edit and modify copy to meet their content expectations

 

Social Media Management

• Using social media marketing tools to create, grow and then maintain the Customer’s brand

• Working with content creators to develop social media marketing campaigns on behalf of Customer

• Interacting with customers and  followers  via the Customer’s company’s social media accounts

• Create and analyze Customer’s company’s digital marketing plan and social media strategy and identifying strategic weaknesses and making recommendations for improvements

• Researching social media trends and informing management of changes that are relevant to Customer’s marketing activities

• Setting key performance indicators (KPIs) for social media campaigns, such as targets for a certain number of shares or likes and measuring a campaign’s performance against the KPIs

 

Content Creator

• Create engaging text, image and video content on behalf of Customer

• Familiarity with online marketing strategies and marketing channels

• Ability to gasp future trends in digital technologies and act proactively 

• Excellent communication skills

 

Brand Strategist

• Meeting with Customer and its relevant departments to gather branding insight

• Handling competitive research to better set Customer’s brand apart from peers and competitors

• Establishing expectations and guidelines for Customer’s brand voice to guide all marketing collateral and information across channels

• Analyzing data, psychographics, sociographics and trends related to branding

• Developing Customer’s branding features, such as logos and marketing materials

• Checking for Customer’s branding consistency in all interactions with the public

• Collaborating with Customer’s other creative team members on branding campaigns

• Presenting branding information to Customer

 

Marketing Strategist

• Collecting and analyzing market data

• Establishing marketing key performance indicators (KPIs)

• Tracking and reporting results pertaining to Customer’s marketing efforts

• Developing specific marketing campaigns to reach marketing goals

• Researching and forecasting marketing trends and changes

• Brainstorming innovative marketing campaigns for Customer

• Meeting with Customers to evaluate marketing needs and get feedback

• Ensuring marketing campaigns align with branding

 

Product Design

• Developing product design concepts from brand strategists and Customer requirements

• Confirming product design specifications with Customers

• Preparing design specifications through sketches

• Budgeting for product designs with Customers

• Setting schedules for project completion with Customers and adhering to budgets and schedules

• Troubleshooting any design problems that may arise during the design process as needed

 

Package Design

• Help with Customer’s brand implementation and maintenance of the brand identity on products, packaging and labels

• Design and update Customer’s product packaging, instruction sheets, parts diagrams, troubleshooting guides and spec sheets

• Coordinate with Customer’s brand and product managers on project specifications

• Work with Customer’s domestic and international vendors on print guidelines and due dates

• Maintain product data in project databases, files and archives; update workflows

• Assist with quality control inspections and audits of products as designated by Customer

• Mock up Customer product samples and create packaging models

• Proofread and approve artwork for Customer products and packaging

 

Client Experience Strategist

• Develop Customer relationship experience strategy from on looker through paid customer

• Learn the needs of Customers and developing plans to meet them

• Regularly check in on Customers’ clients to ensure they're satisfied (if and as permitted and directed by Customer) 

• Create email copy, source tangible touchpoints, etc. so that Customer’s clients feel important and valued

• Research competitors and learn how to stay ahead of the competition to recruit and keep new customers

• Collaborate closely with Customers to build strategies that ensure they satisfy their clients with the company's product or service

 

Book Editor

• Work directly with writers and publications; rewrite text; review material; approve final versions

• Review and revise content written by other writers

• Prepare material for publications such as newspapers, books, magazines, or other publications

• Review story ideas proposed by staff and Customers

• Review and edit drafts of books and articles and provide commentary to support revision

• Correct errors in spelling, punctuation, and syntax

• Oversee the production of publications

• Review proposals for books

• Check copy for style and readability

• Review and approve proofs submitted by composing room prior to publication production

• Fact-check articles

• Carry out research and confirm sources for writers

• Discuss projects with artists, typesetters, layout personnel, marketing directors, and production managers

• Arrange page layouts of articles, photographs, and advertising

• Help writer compose headlines

• Prepare final copy for print

 

Public Relations

• Helping ensure brand consistency across marking Customer’s materials

• Helping clients and customers understand what Customer offers

• Planning and directing Customer’s public relations programs

• Helping Customer’s marketing teams tell effective brand stories

• Responding to information requests from Customer’s clients and members of the media

• Writing or editing speeches for Customer’s representatives

• Building relationships for Customer with writers, television producers, and other leaders within the media

• Pitch and secure media opportunities for Company and Customers

 

Office Management:

• Overseeing the work of all volunteers, staffers, onboarding of Customers and volunteers, build relationships with donors, and ensure that they work productively and meet deadlines and company standards

• Counseling any Customer volunteer or staffer struggling in their roles

• Answering telephone calls and emails from Customer’s website inquires, donors, clients and directing them to relevant people

• Creating an office budget and ensuring it’s followed 

• Monitoring office supplies, passwords, online accounts  and ordering new stationery, furniture, appliances and electronics as required

• Interviewing and training new office volunteers and organizing all volunteer and staff  paperwork

• Reporting office progress to senior management and working with them to improve office operations and procedures

 

Brand Coordinator:

• Creating long- and short-term plans for Customer, including setting targets for milestones and adhering to deadlines

• Delegating tasks on the project to employees and other volunteers best positioned to complete them

• Making effective decisions when presented with multiple options for how to progress with the project

• Serving as a point of contact for Customer and teams when multiple units are assigned to the same project to ensure team actions remain in synergy

• Communicating with  Customer and executives to keep the project aligned with their goals

• Performing quality control on the project throughout development to maintain the standards expected

• Adjusting schedules and targets on the project as needs or financing for the project change

 

Community Manager:

• Execute Customer’s content marketing plan and editorial calendar

• Schedule Customer’s content on forum, in groups, and on social media platforms

• Create engaging and shareable content for a blog, social media page(s), monthly newsletters and/or promotional videos

• Provide community feedback to Customer’s management

• Plan and execute Customer’s community initiatives and programs

• Ensure forum and brand posts go live daily

• Engage with Customer’s clients via the forum and social media followers on social media platforms

• Build community with Customer’s clients in forum

• Encourage participation at online events

• Manage comments and questions at Customer’s online events

• Find new marketing and outreach opportunities to promote Customer’s brand image and products

• Participate in social events, corporate events and workshops

 

Grant Writer:

• Study and understand the history, structure, objectives, programs and financial needs of Customer’s organization

• Research grant opportunities from government, non-government agencies, and private foundations

• Draft grant proposals and supporting documents based on the funding requirements of Customer’s organization

• Submit proposals to grant coordinators for approval

• Respond to internal and external queries on drafted and submitted proposals

• Maintain positive relationships with fund providers and other stakeholders

• Maintain records and submit reports related to grant opportunities

 

Absence or Emergency. In the event Volunteer is unexpectedly unable to perform these Services due to an absence or emergency, Volunteer shall immediately contact Company at ali@victorvalor.org so the necessary steps can be taken to have Services covered by another party.

 

Communication.  Volunteer will be required to communicate progress and interact with Company's team members via email and or the Slack messaging system.   Volunteer is expected to respond to all messages from Company within one (1) business day of receipt.

 

Contact Person. Your contact person at Company will be Ali Craig. You can direct message her via Company’s Slack channel or email at ali@victorvalor.org. If you have any questions or concerns about your role, your health and safety, or if there is any assistance you need to help you undertake your role, please contact Ali Craig as soon as possible.

​

 

Exhibit B

 

List of Equipment Provided 

 

No hardware is provided. 

 

Select access to necessary software programs will be provided on an as-needed basis. 

 

 Exhibit C – Code of Conduct

 

In connection with the provision of Services for Company, Volunteer acknowledges and agrees that it has read and understands the below Code of Conduct Policy and agrees to be bound by the terms hereof:

 

Victor + Valor™ Volunteer Mission Statement

As a Victor + Valor™ volunteer, you partner alongside the Victor + Valor mission to help active duty and retired military, and their immediate families create profitable brands and businesses.

 

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 Customers 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 quiet 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.

 

• No affiliate links. This group is not your ATM. Do not share affiliate links in this group or to the members. PERIOD.

 

• Be all in. Please do not create subgroups via Slack or other platforms. Rather focus your time and energy on the wisdom and skills that is here. 

 

• Remember, this community is about learning, growing, and building brands to create profitable careers - NOT GAINING NEW CUSTOMERS. 

 

• WE ARE HERE TO SUPPORT, CHEERLEAD, GUIDE, LEAD, AND CELEBRATE THE SUCCESSES OF GROWING BRAND. This is not a place for technical support, therapy, or your personal support group. We share love and support, but this is not the environment for deep personal psychological support. Please reach out to our Chaplain services for such support. 

 

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.

 

By adopting this Code of Conduct, participants commit themselves to fairly and consistently applying these principles to every aspect of participating in this group.

 

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 https://victorvalor.org/concern 

 

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. 

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Last Updated June 21. 2023.