BRAND AMBASSADOR AGREEMENT (UTAH)

(2025 Edition)

Tactical Health LLC d/b/a Tactical Nutrition (“Company”) and [Ambassador Name] (“Ambassador”) agree as follows, effective [Effective Date]. Company and Ambassador may be referred to collectively as the “Parties.”

1) Scope & Appointment

• Company engages Ambassador, on a non-exclusive basis (unless Section 7 says otherwise), to promote Company Offerings (nutritional supplements, branded apparel, magazines, and strength & conditioning programs).

• Ambassador will promote via approved channels (social media, website/blog, events, podcasts, newsletters) using Company-issued trackable links/codes.

2) Definitions

• Customer: A purchaser who arrives through Ambassador’s unique link/code.

• Materials: Company logos, trademarks, creative, copy, images, video, banners, brand guidelines, and other assets Company provides.

• Ambassador Content (UGC): Any content Ambassador creates that references Company or Offerings.

3) Enrollment & Access

• Ambassador applies and accepts these terms; Company may approve/reject at its sole discretion.

• On approval, Company provides dashboard/login, trackable links/codes, and brand guidelines. Company may suspend/revoke access for non-compliance.

4) Term & Termination

• Term begins on the Effective Date and continues until terminated.

• Convenience: Either Party may terminate on 30 days’ written notice.

• Immediate: Company may terminate immediately for breach, misconduct, reputational harm, fraud, spam, or regulatory non-compliance.

• On termination, Ambassador must cease promotions, remove codes/links, and stop using Materials.

5) FTC, Truth-in-Advertising & Claims

• Clear disclosure on every post/review/story/video that references Company or Offerings (e.g., #ad, #sponsored, #TacticalNutritionAmbassador) before any “more” click or link tap.

• Honest opinions only; no medical/disease claims; no bots/AI “reviews” or fake testimonials.

• Ambassador is responsible for complying with FTC Endorsement Guides, platform rules, and applicable laws.

6) Conduct & Brand Standards

• Content must be professional, brand-safe, and free of hate, harassment, illegal activity, explicit content, or discrimination.

• Follow brand guidelines; do not alter Materials without written approval.

• No misleading “typical results” claims.

7) Exclusivity (choose and initial one)

• [ ] Option A – Non-Exclusive. Ambassador may promote other brands (no confusion with or disparagement of Company).

• [ ] Option B – Category Exclusive (Recommended). During the Term, Ambassador will not promote competing sports-nutrition/supplement brands (e.g., protein, pre-workout, energy drinks, creatine, nootropics) without Company’s written consent.

8) Prohibited Practices

• Spam: No unsolicited bulk emails/DMs, comment spam, coupon-site dumping, or fake traffic.

• Paid Ads / Marketplaces: No paid search/shopping ads, marketplace listings, or re-selling (Amazon/eBay/Google Shopping) without prior written approval.

• Coupon Sites/Groups: Do not post personal codes on coupon sites, discount forums, or under Company ads. Company may disable codes and withhold commissions for violations.

9) Compensation & Payment

• Commission: [%]–[%] of net sales (excludes taxes, shipping, returns, chargebacks, gift cards, and written exclusions).

• Tiers (if used): Tier 1 10% | Tier 2 15% | Tier 3+ 20% (criteria in the program guide).

• Exclusions: Company may exclude specific SKUs/promos in writing (e.g., deep-discount bundles, limited drops, energy drinks).

• Payouts:

  • If monthly earnings < $25 → store credit on the 5th of the following month.

  • If ≥ $25 → [PayPal/ACH] on the 15th of the following month.

  • Optional: Store-credit payouts earn a +10% bonus.

• Company tracking/reporting governs payout; fraud/policy violations forfeit commissions.

10) Resources, IP & Approvals

• Company grants a revocable, non-exclusive, non-transferable license to use Materials solely to promote Offerings while in good standing.

• Company may update/replace assets at any time; Ambassador must comply.

• No use of Company marks in handles/profile names without written approval.

• If Ambassador submits photos/video, Ambassador warrants rights to share and grants Company the license in Section 11.

11) Content Usage License (UGC)

• Ambassador grants Company a worldwide, royalty-free, sublicensable, irrevocable license to use, reproduce, edit, publish, and display Ambassador Content in any media for marketing/advertising, with credit where feasible.

• Ambassador may request removal in writing; Company will make commercially reasonable efforts to cease future use (past uses may persist).

12) Monitoring & Compliance

• Company may review channels for compliance and instruct corrections/takedowns. Ambassador must comply promptly.

13) Promotions, Contests & Giveaways

• Ambassador may join Company campaigns.

• Personal giveaways are Ambassador’s responsibility unless Company agrees in writing to sponsor/fulfill.

14) Communications Consent

• Ambassador consents to receive program emails/SMS about codes, payouts, updates, and compliance notices. Standard carrier rates apply. Reply STOP to opt out of SMS.

15) Reporting & Dashboard

• Company provides a portal for sales stats, which is the authoritative source for commissions.

16) Customers, Policies & Pricing

• Customers generated via links/codes are Company customers. Company controls pricing, fulfillment, returns, and service and may change policies/prices at any time.

17) Publicity & Approvals

• Ambassador must obtain written approval before issuing press, paid media buys using Company marks, or formal brand representations.

18) Confidentiality

• “Confidential Information” includes non-public business/marketing/financials, product plans, campaign terms, and asset libraries.

• Use only to perform under this Agreement; do not disclose to third parties.

• Return or securely destroy on request. Injunctive relief available for breaches.

19) Non-Disparagement

• During and after the Term, Ambassador will not knowingly make false statements that materially harm Company’s reputation, officers, employees, products, or partners. This does not bar truthful legal compliance.

20) Independent Contractor

• Ambassador is an independent contractor (not employee/agent/partner) and responsible for all taxes and expenses.

21) Competitive Restrictions (Utah-conscious; optional)

• [ ] Optional Non-Compete (Narrow). During the Term and 6 months after termination, Ambassador will not officially represent a directly competing sports-nutrition/supplement brand using substantially the same primary channels and U.S. market.

• [ ] Optional Non-Solicit (B2B only). For 12 months post-termination, Ambassador will not solicit Company’s wholesale/B2B accounts learned through the program. (Does not restrict ordinary consumer marketing.)

22) Governing Law & Venue (Utah)

• This Agreement is governed by the laws of Utah (conflict-of-law rules excluded).

• Exclusive venue: state courts of Utah County, Utah, and the U.S. District Court for the District of Utah.

• Prevailing party may recover reasonable attorneys’ fees and costs.

23) Miscellaneous

• Entire Agreement: This is the whole agreement; supersedes all prior discussions.

• Modifications: Must be in writing and signed (or accepted via program-portal update).

• Assignment: Ambassador may not assign without Company’s written consent; Company may assign to an affiliate or successor.

• Notices: By email to addresses on file unless law requires otherwise.

• Severability: Unenforceable provisions are severed; remainder stands.

• Counterparts/E-Signatures: Electronic signatures are valid.

SIGNATURES

Tactical Health LLC d/b/a Tactical Nutrition
By: ________________________________
Name: ______________________________
Title: _______________________________
Date: _______________________________

Ambassador
Signature: ___________________________
Name: ______________________________
Email: ______________________________
Phone: ______________________________
Date: _______________________________