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 Truth Nutrition Brand Champion Program

TERMS & CONDITIONS: TRUTH NUTRITION BRAND CHAMPION PROGRAM


Scope of Relationship You have agreed to act as a Brand Champion for Truth Nutrition, LLC, and any and all direct or indirect affiliates, parents and subsidiaries (collectively, “Truth Nutrition”, “we” or “us”) for the purpose of promoting Truth Nutrition products in compliance with these terms and conditions and influencing your audience to participate in Truth Nutrition branded programs (the “Programs”). This means that you agree to post content you generate relating to Truth Nutrition products (“Content”) on social media platforms in connection with programs in which you choose to participate from time to time. In exchange, we will provide you with free products, discounts, coupons, gear and other incentives as compensation. The compensation and requirements for any particular Program will be as specified in the terms and conditions for that Program, which will be made available to you before you enroll. 

You are representing the 
Truth Nutrition brand (the “Brand”), and you recognize that Truth Nutrition, LLC. (“Truth Nutrition”) is the administrator of both your role as Brand Champion and the entire marketing program of which you are a part.

Policies That Govern Your Activity
  As a Brand Champion, you are governed by the posted Terms of Service and Privacy Policies for 
Truth Nutrition (terms of use and privacy policy). By accepting to act as a Brand Champion, you agree that you have read, agree to, and will comply with all material terms of each company’s Terms of Service and Privacy Policy, and you thereby approve of the way in which Truth Nutrition will use and protect your personal information pursuant to such policies. If you object to your information being transferred or used in the ways described in those policies, you agree not to post, publish or submit any Content.  

How to Properly Post Content as a Brand Influencer
  We take fair and transparent advertising and promotion very seriously. You generally will retain control over the Content, but you must comply with the 
Truth Nutrition Social Media Guidelines for Brand Champion (the “Guidelines”), which are attached as Exhibit A to this Agreement. You recognize that you have a material connection with Truth Nutrition when acting within the scope of each specific Program. Because you may receive an incentive to post Content on behalf of the Truth Nutrition brand, you are required to display prominently a disclosure of your relationship with Truth Nutrition pursuant to the methods set forth in the Guidelines for each social media channel. We will periodically monitor the Content you post to ensure that you are complying with the Guidelines. 

In addition, at all times during this Agreement, your Content must promote the following themes to the best of your ability:
  • Protect Goodwill and Brand Integrity of Truth Nutrition
  • Don’t Bully or Harass Anyone at Anytime
  • Respect the Intellectual Property Rights and Rights of Privacy
  • Respect the Terms of Service for All Websites You Post Content On 
We reserve the right to remove any Content that we deem to be infringing or non-complying, and we also reserve the right to terminate your account with us at any time without prior notice to you.

Rights You Grant Us In Your Content
By posting or submitting Content via any social-media platform, you grant Truth Nutrition a non-exclusive, worldwide, perpetual, irrevocable, unrestricted, royalty-free, fully paid, transferable license, with the right to sublicense (through multiple tiers), to access, use, copy, publicly perform, digitally perform, publicly display or otherwise exhibit and distribute (through multiple tiers) such Content, and to transmit, sell, modify, create derivative works from and/or to incorporate such Content into other works in any form, medium or technology, whether now known or hereafter developed, in each case, for any purpose whatsoever, commercial or otherwise, without compensation to you or any third party. You agree to waive any moral rights that you may have to your Content. 

The Content that you submit is deemed non-confidential, and
Truth Nutrition,has any obligation to maintain the confidentiality of any Content. 

You represent and warrant to 
Truth Nutrition that you have the full legal right, power and authority to grant to Truth Nutrition the rights and license provided for herein, that you own or control the complete exhibition and other rights to the Content you submit for the purposes contemplated in this license. You represent and warrant to Truth Nutrition that you will not contribute any Content that: (a) infringes, violates or otherwise interferes with any intellectual property right of another party; (b) reveals any trade secret, unless you own the trade secret or have the owner's permission to reveal it; (c) infringes on the privacy or publicity rights of another; (d) is libelous, defamatory, obscene, pornographic, abusive, indecent, threatening, harassing, hateful, offensive or otherwise violates any law or any right of any third party; or (e) contains a virus, trojan horse, worm, time bomb or other computer programming routine or engine that is intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information. 

You are solely responsible for any Content that you submit. You may be held liable for such Content, particularly if your submissions include, for example, defamatory comments or material protected by copyright, trademark, patent or trade-secret law or by other proprietary right, without permission of the author or owner. 

Truth Nutrition is not obligated to use in any manner any Content you submit.

Exclusivity
. As a Brand 
Champion for Truth Nutrition, you agree to not duplicate campaigns, posts, testimonials, product statements or anything related to the influencer program for a Truth Nutrition competitor. Additionally, you agree to not utilize Truth Nutrition products, campaigns, gear, or anything related for our competitors’ advantage. Truth Nutrition competitors include but are not limited to: Kaged Muscle, Onnit, and Vega. 

Indemnification
. You agree to indemnify, defend and hold harmless
 Truth Nutrition (each an “Indemnified Party”) against all losses, liabilities, claims and obligations arising out of or relating to: (a) your breach of this Agreement, (b) your performance pursuant to this Agreement, and (c) any claim of infringement of intellectual-property rights relating to your use or misuse of Content.  

You shall promptly notify
 Truth Nutrition in writing of any action against Truth Nutrition and cooperate at your sole expense. You shall promptly allow Truth Nutrition to select/employ counsel, to take control of the defense and investigation of such action, and to have full authority to enter into a settlement.   

Termination
. You may terminate this Agreement at any time.
 Truth Nutrition, may at any time and for any or no reason, suspend or terminate this Agreement. The provisions relating to Termination, Indemnification, Non-Disparagement and Rights You Grant Us in Your Content shall survive expiration or termination. 

Independent Contractor
. You expressly acknowledge and agree that you are and will be at all times acting as an independent contractor. Nothing in this Agreement shall be deemed or construed to create an agency, employer-employee, partnership, joint-venture or joint-employer relationship between you and us. None of the parties to this Agreement shall have any rights to obligate or bind the other in any manner whatsoever.

Non-Disparagement
. You agree that during and after the term of this agreement, you will refrain from engaging in any conduct or making any oral or written comments or statements that would harm the reputation, good will, or commercial interests of
 Truth Nutrition, its affiliates, officers, directors, owners, or employees, including any dissemination of information on social media, weblogs, or other websites and postings on the internet.



Exhibit A    
The Truth Nutrition Social Media Guidelines for Brand Champion 

Introduction
 

At
 Truth Nutrition, we love when individuals discuss, debate, recommend, and embrace our products. We learn from these conversations, and others learn about our products. However, we want those individuals who participate in conversations about our products to participate in the right way. These guidelines are designed to provide guidance for our Brand Influencers and are based on Truth Nutrition’s brand principles as well as federal and state legal requirements. 

Truth Nutrition (Brand Champion) 

A Brand Champion is an individual not directly affiliated with
 Truth Nutrition, who speaks, writes or conveys a message or an opinion about Truth Nutrition or our products and who also has a material connection to Truth Nutrition. A material connection is any connection between Truth Nutrition and the Brand Champion that could affect the credibility that consumers give to the Brand Champion. For instance, a material connection could be the receipt of free product, special access and privileges, attendance at special events, discounts and rewards, and/or other monetary or non-monetary incentives. 

If you are a Brand Champion, we ask that you follow these guidelines.
 Truth Nutrition monitors social media related to its business, including the activities of Brand Champion. 

Brand Ambassador Guidelines:
 When speaking, writing or conveying a message about
 Truth Nutrition, Brand Champion must:
  • Be truthful. Brand Champion make truthful statements about their specific experience that is not misleading. Brand Champion should not make general claims about Truth Nutrition’s products and its benefits, unless those claims/facts have been provided by Truth Nutrition.
  • Use good judgment and be respectful. Brand Champion should not post materials that are obscene, libelous, hateful, illegal, in violation of a third party’s rights, or harmful.
  • Make clear disclosures. Brand Champion have a responsibility to disclose clearly their connection to Truth Nutrition, every time they speak, write or convey a message about Truth Nutrition products or those of a competitor. Specifically, Brand Champion disclosures must:
    • Be easy to view and read (in a font size and color that is readable and conspicuous and not hidden deep in the page);
    • Be close to each and every statement(s) the disclosure modifies; and
    • Clearly disclose the nature of the relationship with Truth Nutrition (such as that you received free product).
Material Disclosure Best Practices. The following is a list of sample disclosure language by platform. This information should be readily apparent to the public and to readers and viewers of and listeners to your content. Alternative but materially similar language may also be used where appropriate. 

Personal and Editorial Blogs
Commenting in Online Discussions and/or Reviews
Product Review Blogs*

  • I received [product, sample, information, invitation to an event] from Truth Nutrition.
  • Truth Nutrition gave me [product, sample, information].
  • I was compensated by Truth Nutrition.
  • This post is sponsored by Truth Nutrition. All opinions are my own
Microblogs (e.g., Twitter) 
Because microblogs have a character limitation, it is important to include #truthnutrition in every post you make about Truth Nutrition products, indicating that you are a member of the Truth Nutrition Crew.

Status Updates on Social Networks
 
Follow the guidance for Microblogs if there is a character limitation; otherwise, follow the guidance for Personal and Editorial Blogs. As mentioned above, disclosures should appear close to the statement which the disclosure modifies. In addition, Truth Nutrition recommends including a Disclosure and Relationship Statement on your profile page. 

Podcasts, Video and Photo Sharing Websites
 
Follow the guidance above for Personal and Editorial Blogs, but include the information as part of the photo, video, and audio Content as well as part of the written description. In addition, Truth Nutrition recommends including a Disclosure and Relationship Statement (use of #truthnutrition) on your profile page. 

*Disclosure and Relationship Statements
 
Truth Nutrition highly recommends that Brand Champion who use platforms with character limitations, video or audio, who are engaged by Truth Nutrition on an on-going or regular basis, and/or who provide regular product reviews include on their platform profile page a “Disclosure and Relationship Statement” that clearly describes their relationship to Truth Nutrition. Note, however, this disclosure is meant as a supplement, not a replacement, to the other disclosures noted above.