AMBASSADOR TERMS & CONDITIONS
NOW THEREFORE, in exchange for the mutual covenants and obligations stated herein, and for other good and valuable consideration the sufficiency and receipt of which is acknowledged, the Parties agree as follows:
- Grant of License. Ambassador hereby unconditionally and irrevocably grants to Company the absolute, perpetual, royalty-free, worldwide, right and license to display, broadcast, publish, distribute, exploit, copy, modify, edit, alter, exhibit, adapt, reconfigure, redevelop, reuse, republish, and otherwise use (a) any and all videos, photographs, and/or written or verbal content Ambassador creates, shares or provides related to the Services; and (b) Ambassador’s image, likeness, name, voice, biographic materials, social media handles and/or channel or blog name, and any other Ambassador attributes, as well as any film, video, digital or other images, photographs or sound recordings taken of Ambassador by Company and/or its agents ((a) and (b) collectively, “Company-Related Content”) for the purpose of branding, marketing, labeling, advertising, promoting, publicizing, developing business and endorsing (collectively, “Marketing” or “Market”) Endorsed Products on Company websites and social media accounts (including but limited to paid, promoted or sponsored social media content) throughout the world (“Territory”).
- Services. Ambassador agrees to perform the following services below (the “Services”) at her own expense and using her own resources and equipment:
- Subject to Company’s Communication Guidelines attached here as Exhibit A and subject to prior approval of the Company: Ambassador shall post  Branded static posts and  Branded Instagram stories post to their personal Instagram account. For purposes of this Agreement, a “Branded” post in a social media post where (a) brand product(s) are clearly visible in the photograph and/or video; and (b) the text or caption of the post prominently describes, discusses or otherwise promotes think! products.
- Compensation. As full and final compensation to Ambassador hereunder, provided Ambassador is not in breach of any of the provisions contained herein, Company shall compensation ambassador with $70 ARV mailer.
- Representations and Warranties by Ambassador. Ambassador covenants, represents, and warrants as follows:
- Ambassador is at least eighteen years of age and has the authority, right and capacity to enter into this Agreement and to perform her obligations hereunder.
- Ambassador will abide by Company’s Communications Guidelines, which are attached hereto and incorporated by reference and may be amended by Company from time to time. Company’s Communications Guidelines are in additional to any additional guidance/instruction that may be provided at the Event.
- Any and all Company-Related Content will not infringe upon any copyright, patent, trademark, right of publicity or privacy, or any other proprietary or other right of any person, whether contractual, statutory or common law.
- Ambassador will comply with all applicable federal, state and local laws, regulations, administrative guidelines, orders and ordinances, including without limitation, all privacy and data security laws and the terms and conditions of all applicable third party websites, platforms and/or applications in rendering the Services
- Indemnity. Ambassador shall defend, indemnify and hold Company and its shareholders, directors, officers, employees, Ambassadors, affiliates, subsidiaries and successors and assigns harmless from all claims, liabilities, losses, damages, penalties, interest, fines and costs (including attorneys’ fees) arising out of or in connection with (a) any breach or default, or alleged breach or default, of Ambassador’s covenants, representations, or warranties under this Agreement; (b) any act or omission of Ambassador; (c) the Company’s authorized use of any Company-Related Content or exercise of any rights hereunder; (d) Ambassador’s use of third party products or content in performing the Services; and (e) Ambassador’s negligence or willful misconduct.
- Confidentiality. The Parties agree that the terms and provisions of this Agreement, including but not limited to the financial terms and the duration, are strictly confidential and may not be divulged to any third parties without the prior written consent of both Company and Ambassador, unless otherwise required by law; provided that Company may communicate certain information to its advertising and marketing agencies, and other agents and Ambassadors. Company may, from time to time, communicate to Ambassador certain information to enable Ambassador to effectively perform her Services as provided herein. Ambassador agrees to treat, and to cause her agents, servants, representatives and assigns to treat, all such information as confidential, and further agrees that she will not disclose any part thereof without the prior written consent of Company. All property, including artwork, furnished to Ambassador by GPN, and all Deliverables, shall be confidential, shall remain GPN’s property, and together with all copies, shall be returned to GPN or destroyed by Ambassador, upon GPN’s request. Ambassador’s obligations with respect to Company’s confidential information under this Section will survive any expiration or termination of this Agreement but will not apply to any part of such information that: (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of Ambassador, hereafter disclosed in publicly available sources of information; (iii) is now in the possession of Ambassador without any obligation of confidentiality; or (iv) has been or is hereafter disclosed by a third party authorized by Company.
- Independent Contractor Relationship. The Parties expressly acknowledge that the business relationship between them is that of independent contractors. Nothing in this Agreement shall be construed as to create an employer-employee or agency relationship between the Parties. Further, nothing in this Agreement shall be deemed to create or construed as to create a joint venture or partnership between the Parties. Ambassador acknowledges that, as an independent contractor, she is solely responsible for reporting and paying any and all taxes on compensation received hereunder. Ambassador shall defend, indemnify and hold Company harmless from and against any and all tax liabilities and penalties and interest thereon applicable to compensation earned hereunder.
- Rights of Termination.
- By Company. At any time during the Term, Company will have the right to terminate this Agreement for any reason or no reason upon 7 days written notice to Ambassador. In addition, in the event Ambassador breaches any provision of this Agreement, Company will have the right to terminate this Agreement, effective immediately, upon written notice to Ambassador.
- By Ambassador. Ambassador may terminate this Agreement upon written notice to Company if Company breaches any material representation, warranty or covenant of Company in this Agreement or refuses to fulfill any material obligation under this Agreement and fails to remedy such breach to Ambassador’s reasonable satisfaction within 14 days after receipt of Ambassador’s written notice specifying such breach or default. In the event Company fails to remedy any such breach, Ambassador would be free from all obligations agreed to under this Agreement.
- Administrative Provisions.
- Heirs and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties’ respective heirs, successors, and permitted assigns. Company may assign this Agreement or its rights hereunder at any time. All references in this Agreement to “Company” shall include all affiliated legal entities of Company. Ambassador understands that the duties and obligations of Ambassador under this Agreement are personal in nature and may not be assigned without the prior written consent of Company, which Company may grant or deny for any reason whatsoever at its sole discretion.
- Entire Agreement; Amendment. Each Party acknowledges and confirms that the only consideration for their entry into and execution of this Agreement are the recitals, terms and provisions, covenants, warranties, and representations and performances stated herein, and that no other promises, agreements, representations, or inducements of any kind have been made, offered, stated or proffered to any Party by any person or entity whatsoever to cause her to enter into this Agreement. This Agreement constitutes the entire understanding of the Parties hereto, and no modifications, amendments, or other statements to this Agreement shall be binding on the Parties unless executed in writing and signed by the Party to be bound by such instrument.
- Severability. If any provision of this Agreement is held invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this Agreement and, to that extent, the provisions of this Agreement are intended to be and shall be deemed to be severable.
- Attorney Representation / Independent Investigation. In entering into this Agreement, the Parties represent that they have had the opportunity to retain legal counsel of their own choice, and that the terms of this Agreement are fully understood and voluntarily accepted by them. Moreover, each Party represents that they have conducted an independent investigation of the facts and law underlying the entry into this Agreement and that no Party is relying on any representation made by the other party unless explicitly incorporated herein. The Parties expressly acknowledge that they have had the opportunity to negotiate and jointly draft the terms of this Agreement and that this Agreement shall not be construed against either as a drafting party.
- Further Assurances. Each Party to this Agreement covenants and agrees to take all such further action and execute all such further documents as may be necessary or appropriate in order to carry out the intent of the Agreement. Without limiting the generality of the foregoing, Ambassador agrees to sign such affidavits or other consents or documents upon Company’s request as may be necessary to confirm Company’s rights and scope of authority hereunder.
- No Wavier. No delay or failure by either Party to exercise any right hereunder, and no partial or single exercise of such right, shall constitute a waiver of that or any other right. To be effective, any waiver of a breach of any of the provisions of this Agreement must be in writing and signed by the Party to be bound thereby and shall not be deemed a waiver of any other provision of this Agreement.
- Expenses; Legal Fees. In any suit, action, or proceeding to enforce, interpret, or challenge the enforceability of this Agreement, the prevailing Party in such suit, action, or proceeding shall be entitled to the immediate reimbursement of its reasonable attorneys’ fees, court costs, and all other costs of litigation from the other Party through all authorized appeals and review proceedings.
- Governing Law; Venue; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to the principles governing the conflict of law provisions. With respect to any suit, action, or proceeding relating to this Agreement or the transactions contemplated hereby, each Party irrevocably submits to the jurisdiction of the state and federal courts located in DuPage County, and further waives any objection that it may have at any time to the laying of venue for such proceedings in such courts. Each Party hereto expressly and irrevocably waives trial by jury in any suit, action, or proceeding in relation to this Agreement and for any counterclaim therein.
- This Agreement may be executed in counterparts, and faxed signatures shall constitute an original instrument qualified for admission into evidence in any court or administrative proceeding, through all authorized appeals or other review proceedings.
- Disclaimer and Limitation of Liability. COMPANY SHALL NOT HAVE ANY LIABILITY TO AMBASSADOR UNDER ANY CIRCUMSTANCE FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND COMPANY’S LIABILITY HEREUNDER SHALL NOT EXCEED THE AMOUNT PAID BY COMPANY TO AMBASSADOR PURSUANT TO THIS AGREEMENT.
- Provisions concerning each Party’s respective rights and obligations which by the content of the provision operate after termination or which are necessary to enforce any right will survive termination of this Agreement.
EXHIBIT A: COMPANY COMMUNICATION GUIDELINES
**Non-compliance may result in the immediate termination of your Agreement **
Company requires all Ambassadors to adhere to the guidelines set forth below when blogging, tweeting or otherwise publishing content about Company or Company’s products or services. For purposes of these guidelines, “social media” includes (but is not limited to) personal websites, blogs, podcasts, social networking sites (e.g., Instagram, Twitter), YouTube, online comments and forums, online marketplaces (such as Amazon and eBay) and any other site where text, photos, videos, comments, reviews, or other content can be posted or shared.
DISCLOSE YOUR CONNECTION TO THE COMPANY
Clearly disclose your “material connection” with the Company. A “material connection” is a connection between you, as the Ambassador, and Company that might materially affect the weight or credibility of your endorsement. Cash payments, free product or other special privileges in exchange for a review, endorsement, etc. could all be considered “material endorsements.”
To make your connection to Company clear, you must do the following:
- When you post a comment or otherwise promote a Company brand or product via social media (including when you share Company posts on your personal social media pages/platforms), you must:
- Include the hashtag #ad OR #partner within the first 120 characters of your post. The hashtag needs to be separate and apart from any other hashtags you use in the post.
- Tag the brand in the post: @thinkproducts.
- Include the branded hashtag: #ithinkican
- When you post a review, comment or otherwise promote a Company brand or product via a blog post, your website or a place where you have more room to explain your connection to the Company. For instance: think! gave me a new High Protein Bar to try and it’s delicious!
- When you post a review or otherwise promote the brand or product via a video, you must say out loud at the beginning of the video one of the following sentences:
- Some of the products I’m going to use in this video were sent to me by THINK!.
- This video is sponsored by THINK!.
GIVE YOUR HONEST AND TRUTHFUL OPINIONS.
Your statements should always reflect your honest and truthful opinions and actual experiences. Only make factual statements – anything you post must be truthful and not misleading. If you haven’t yet tried a product, don’t comment on it! And if you don’t like it, don’t say it’s terrific.
Do not associate any health condition/disease with Company products. Company products are not drugs and are not designed to treat or cure diseases.
FOLLOW THE LAW AND PROTECT CONFIDENTIAL INFORMATION.
Anything you publish on social media must respect and comply with all applicable laws and regulations. Do not post third-party copyrighted or trademarked material online in connection with your promotion of Company or Company products without written permission. Do not claim authorship of something that is not yours. If you are using another person’s content, make certain that they are credited for it in your post and that they approve of you using their content. Do not disclose confidential information.