BRAND AMBASSADOR TERMS AND CONDITIONS

1.    Brand Ambassador Services

a.    Brand Ambassador will promote Barlean’s dietary supplements through Brand Ambassador Online Platforms (e.g. Facebook, Instagram, TikTok, blog posts, etc.) using specific tracking links or promo codes provided by Barlean’s.

b.    During the term of this agreement, Brand Ambassador will not endorse direct competitors of Barlean’s as defined as dietary supplement companies that sell omega fatty acid products without Barlean’s express prior written consent.

c.     Brand Ambassador will submit for preapproval all media and postings for Barlean’s before posting. Brand Ambassador must obtain Barlean’s prior written to publish any materials promoting Barlean’s to qualify for the commission described in Section 2.

2.    Commission Compensation

a.    Brand Ambassador will be compensated based on a percent-of-sale commission of net sales to Barlean’s via online purchases with processed valid payments directly attributed to Brand Ambassador’s promotional efforts as indicated by specific tracking or promotion codes. Affiliate commissions will be paid monthly. Barlean’s reserves the right to change commission rates upon 30 days advance written notice.

3.    Compliance

a.    Brand Ambassador will comply with all applicable laws and industry best practices and without limitation will: adhere to the FTC’s Endorsement Guidelines not make any health/disease claims in relation to Barlean’s products; will have valid substantiation for all claims relating to Barlean’s products; will comply with Barlean’s brand guidelines and Core Values; and will disclose the “material connection” between Barlean’s compensation and Brand Ambassador’s promotional activities with agreed-upon disclosure language.

b.    Any email solicitations or marketing communications will comply with the CAN-SPAM Act.

c.     If the Parties collect personally identifiable information (PII) the Party collecting information will have in place a public-facing privacy policy, will obtain consent, and will comply with all applicable privacy laws, including California’s Consumer Privacy Act and the GDPR.

d.    In performing under this agreement, the Parties will not infringe upon the intellectual property rights of any third party.

4.    Term; Termination

a.    This agreement does not have a set duration. Either Party may terminate this agreement for any reason upon 30 days advance written notice to the other Party. If a Party claims a for-cause termination or breach of this agreement, it must state this in the termination notice letter. In such instance, the Parties will fulfill all obligations outstanding as of the date the other Party receives written notice of termination.

b.    In case of termination for breach of this agreement, Brand Ambassador will not receive commissions after date of termination. For termination for convenience, Brand Ambassador will continue to be entitled to a commission for 30 days after termination. After that, Brand Ambassador is not entitled to any commission after termination of this agreement.

5.    Intellectual Property

a.    Brand Ambassador grants Barlean’s an irrevocable, exclusive, perpetual, and royalty-free license to freely use and re-publish all promotional materials, including videos, blogs, articles, and other media, produced by Brand Ambassador for Barlean’s under this agreement. This license continues without limit after termination of this agreement.

b.    During the term, Barlean’s grants Brand Ambassador a revocable, royalty-free license to use Barlean’s trademarks, logo, and copyrighted materials as necessary to promote Barlean’s and will remove all such materials from their websites. This license automatically expires when this agreement terminates.

6.    Representations and Warranties

a.    Brand Ambassador represents and warrants that:

             i.     It has full legal authority to enter into this agreement and is not restrained by any non-compete agreement or any other obligation.

             ii.     All promotional materials produced by Brand Ambassador for Barlean’s comply with applicable laws and do not violate the rights of any third party, including intellectual property rights.

7.    Independent Contractor

a.    Barlean’s and Brand Ambassador are independent contractors. No partnership or employment relationship is created. Compensation is limited to the commission described in this agreement. Both parties will pay their taxes consistent with their status as independent contractors.

8.    Entire Agreement; Amendment; No Oral Modification

a.    This agreement and its incorporated attachments constitute the entire agreement between the Parties concerning its subject matter.

b.    Brand Ambassador amend this agreement only by written agreement, signed by the Parties duly authorized agents.

c.     Barlean’s reserves the right to change this agreement at any time upon Barlean’s sole discretion.

9.    Governing Law; Venue

a.    This agreement is governed by the laws of the State of Washington regardless of any contrary choice of law provisions. Venue is only proper in Whatcom County, Washington. Both Parties waive any right to challenge venue.

10. Dispute Resolution

a.    The Parties will mediate any dispute among them and, failing that, will resolve all disputes by binding arbitration according to the Rules of the American Arbitration Association. THE PARTIES WAIVE ANY RIGHT TO A JURY TRIAL.

11. Indemnification

a.    The Parties will defend, hold harmless, and indemnify each other for losses, including damages, legal expenses and costs, and other financial repercussions (not including incidental or special damages), arising from a Parties’ breach of this agreement.

12. Equitable relief

a.    The Parties agree that a breach of this agreement will cause the other Party irreparable damages for which money damages are inadequate. Therefore, the Parties agree that the non-breaching Party is entitled to injunctive relief, without posting a bond, and other equitable relief to stop or prevent any breach of this agreement.

13. Contacts

a.    For Barlean’s: [email protected]