VITAL AMBASSADOR - Terms & Conditions
Congratulations on qualifying to be a VITAL AMBASSADOR. Vital Proteins, LLC (“we,” “us,” “our,” “Vital,” or the “Company”) are excited about the opportunity to work with you. Before moving forward, however, you must familiarize yourself with the following Vital AMBASSADOR Terms & Conditions.
The VITAL AMBASSADOR Terms & Conditions provided below are in addition to the standard Vital Proteins, LLC Terms and Conditions, which are available here and incorporated herein by reference.
The Vital Proteins, LLC Terms and Conditions and the VITAL AMBASSADOR Terms & Conditions (collectively, the “Terms” or “Agreement”) are a legally binding contract between you and Vital.
BY BECOMING A VITAL AMBASSADOR, YOU AGREE TO ALL OF THE TERMS AND TO FULLY COMPLY WITH AND ABIDE BY THE AGREEMENT. Therefore, we ask that you PLEASE READ THE FOLLOWING TERMS CAREFULLY.
ARBITRATION NOTICE. As stated above, the Vital Proteins, LLC Terms and Conditions are part of the Terms. This includes, without limitation, THE MANDATORY ARBITRATION AGREEMENT CONTAINED THEREIN. THE ARBITRATION AGREEMENT REQUIRES YOU TO RESOLVE ALL DISPUTES WITH VITAL ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION, AND REQUIRES YOU TO FOREGO THE RIGHT TO RESOLVE ANY AND ALL DISPUTES YOU MAY HAVE WITH VITAL THROUGH COURT PROCEEDINGS OF ANY KIND. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THE ARBITRATION AGREEMENT AND HAVE TAKEN THE TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.
INSTAGRAM, TIKTOK, AND YOUTUBE ARE NOT INVOLVED. You acknowledge and agree that although these Terms require use of Instagram, TikTok, or YouTube, such platforms are not a party to this Agreement. This Agreement is between you and Vital only.
- DESCRIPTION OF VITAL AMBASSADOR PROGRAM.
- The VITAL AMBASSADOR Program (the “Program”) allows you to earn free Vital Proteins products in exchange for Vital Proteins-Compliant (as described below) content. Each month, the Company will provide you with three Vital Proteins products, chosen by Company, to create Vital Proteins-Compliant content. Each month, you will post three pieces of Vital Proteins-Compliant content. Content may consist of the following: Instagram story, Instagram in-feed post, Instagram reel, Instagram video, TikTok video integration, or Youtube video integration. In order to receive product for the next month, you will need to ensure your Vital Proteins Compliant-content from the previous month is live.
- Your compensation for participating in the Program will only ever be Vital Proteins products, as chosen by the Company. You will not receive, and agree that you are not entitled to receive, any other compensation from Vital. The products may not be resold or exchanged for other value.
- The foregoing notwithstanding, you may post or create as many Vital Proteins-Compliant posts or pieces of content as you want during the term of this Agreement. For as long as you are a VITAL AMBASSADOR, any post you make that refers or relates to Vital in any manner whatsoever, must be Vital Proteins-Compliant.
- You and Vital are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us or our respective affiliates. You will have no authority to make or accept any offers or representations on our or our affiliates’ behalf. If you authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of this Agreement, you will be deemed to have taken the action yourself.
- You must maintain a public facing account on the social media platforms that you choose to post content on.
VITAL PROTEINS-COMPLIANT CONTENT. To receive a free Vital Proteins product, your content must be Vital Proteins-Compliant. To be Vital Proteins-Compliant:
- Your content piece(s) must tag @vitalproteins, and/or @vitalperformance, if the chosen product is from the Vital Performance line.
- You agree to only post content for products that you authentically use in your daily routine.
- If you describe the benefits or performance of the Vital Proteins product, including your own personal experience with the product, your description should reflect your honest and truthful experience with the product. You must also disclose that you have received the product in exchange for your post.
- YOUR POST MUST NOT MAKE ANY STATEMENTS CONCERNING HEALTH IN ANY WAY WHATSOEVER. THIS MEANS THAT, EVEN IF TRUE, YOU MUST NOT CLAIM THAT ANY VITAL PROTEINS PRODUCT PROVIDED YOU WITH ANY RELIEF FROM ANY HEALTH AILMENTS. IF YOU ARE UNCERTAIN ABOUT WHETHER A PARTICULAR STATEMENT CONCERNS HEALTH, DO NOT MAKE THAT STATEMENT. You must not mention any brand other than Vital Proteins.
- You must not show the name brand of any other products in your post.
- You must tag every post with #vitalpartner. You may add other hashtags as well (provided they comply with the Terms), but #vitalpartner must always be the first one listed.
- Your post must comply with the FTC’s guidelines for Social Media Influencers, available here.
- You must not post any images or other content that you did not personally author. You must not include the image, voice, or likeness of any person other than yourself in any post.
- Submission of non-compliant post. If your post is deemed non-compliant, you must remove the non-compliant from the platform you have posted it on within 30 minutes of learning of its non-compliance, and provide confirmation of its removal immediately thereafter.
AMBASSADOR CONTENT. Subject to any other applicable rules or guidelines (including those provided by Instagram, TikTok, or YouTube), you retain any copyright and other proprietary rights that you may hold in your posts (“AMBASSADOR Content”).
- By providing us with links to your posts and by submitting any AMBASSADOR Content to Instagram using a Company-branded hashtag (i.e., #vitalpartner), you grant Vital a worldwide, non-exclusive, irrevocable, transferable, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute your AMBASSADOR Content, in whole or in part, in any media formats and through any media channels now known or hereafter developed. Vital disclaims any and all liability in connection with AMBASSADOR Content. You are solely responsible for your AMBASSADOR Content and the consequences of providing AMBASSADOR Content via the Program. By providing AMBASSADOR Content, you affirm, represent, and warrant that: (a) you are the creator and owner of the AMBASSADOR Content, or have the necessary licenses, rights, consents, and permissions to authorize Vital and its licensees or sub-licensees, including other Vital AMBASSADORs to use and distribute your AMBASSADOR Content as necessary to exercise the licenses granted by you in this Agreement; (b) the AMBASSADOR Content does not and will not: (i) infringe, violate, or misappropriate any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Vital to violate any law or regulation or otherwise cause liability for Vital; (c) your AMBASSADOR Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate; and (d) if you are endorsing a product, your endorsement reflects your honest and truthful experience with the product and your disclosure that you have received the product as part of a sponsored program.
- Vital is under no obligation to edit or control AMBASSADOR Content that you or other users post or publish, and will not be in any way responsible or liable for AMBASSADOR Content. Vital may, however, at any time and without prior notice, screen, remove, edit, or block any AMBASSADOR Content that in our sole judgment violates these Terms or is otherwise objectionable. Should Vital determine that a post or AMBASSADOR Content is not Vital Proteins-Compliant, you shall, at Vital’s request, immediately remove such post from Instagram and wherever else you may have published it.
COMPLIANCE REQUIREMENTS. You must comply with this Agreement to participate in the Program and receive Vital Proteins products. You must promptly provide us with any information that we request to verify your compliance with this Agreement. If you violate this Agreement, or if you violate the terms and conditions of any other applicable agreement you have with us, then, in addition to any other rights or remedies available to us, we reserve the right to permanently (to the extent permitted by applicable law) withhold (and you agree you will not be eligible to receive) any and all compensation due to you under this Agreement (i.e., free Vital Proteins products), whether or not directly related to such violation without notice and without prejudice to any right of Vital to recover damages in excess of this amount.
VITAL CUSTOMERS. Our customers are not, by virtue of your participation in the Program, your customers. As between you and us, all pricing, terms of sale, rules, policies, and operating procedures concerning customer orders, customer service, and product sales set forth on the Vital Proteins website will apply to those customers and may be changed at any time. You will not handle or address any contacts with any of our customers, and, if contacted by any of our customers for a matter relating to interaction with Vital or a Vital Proteins product, you will state that those customers must contact Vital Proteins to address customer service issues.
- You represent, warrant, and covenant that (a) you will participate in the Program and create posts in accordance with this Agreement, (b) neither your participation in the Program nor your creation of your Posts will violate any applicable laws, ordinances, rules, regulations, orders, licenses, permits, guidelines, codes of practice, industry standards, self-regulatory rules, judgments, decisions, or other requirements of any governmental authority that has jurisdiction over you (including all such rules governing communications, data protection, advertising, and marketing), (c) you are lawfully able to enter into contracts (e.g. you are not a minor or otherwise legally prevented from contracting), (d) you have independently evaluated the desirability of participating in the Program and are not relying on any representation, guarantee, or statement other than as expressly set forth in this Agreement, (e) the information you provide in connection with the Program is accurate and complete at all times.
- Disclaimers; No Warranties by Vital. EXCEPT AS PROVIDED FOR IN THESE TERMS, THE PROGRAM, PRODUCTS, AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE PROGRAM ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. TO THE EXTENT PERMITTED BY LAW, VITAL DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE PROGRAM, PRODUCTS, AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE PROGRAM, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. VITAL DOES NOT WARRANT THAT THE PROGRAM OR ANY PORTION OF THE PROGRAM, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE PROGRAM (INCLUDING RECEIPT OF FREE PRODUCTS), WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND VITAL DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM VITAL WILL CREATE ANY WARRANTY REGARDING VITAL, PRODUCTS, OR THE PROGRAM THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE PROGRAM, PRODUCTS, AND YOUR DEALING WITH ANY OTHER PERSON. YOU UNDERSTAND AND AGREE THAT YOU PARTICIPATE IN THE PROGRAM AND USE THE VITAL PRODUCTS AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOU OR YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE PROGRAM) OR ANY LOSS OF DATA.
THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. VITAL DOES NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THAT COMPANY IS PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW.
INDEMNIFICATION. You agree to defend, indemnify and hold harmless Vital Proteins and its licensees and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys’ fees), resulting from or arising out of (a) your participation in the Program and (b) a breach of these Terms.
NO CONFLICTS. These VITAL AMBASSADOR Terms & Conditions incorporate the Vital Proteins, LLC Terms and Conditions set forth here as if fully set forth herein. The Vital Proteins, LLC Terms and Conditions explain that “Supplemental terms shall prevail over these Terms only in the event of a conflict ….” For the avoidance of doubt, unless a term contained herein creates a direct and irreconcilable conflict with a term contained in the Vital Proteins, LLC Terms and Conditions, no conflict shall be found. Thus, by way of example only, the fact that there is a section on indemnification in both documents does not mean that there is a conflict. Wherever it is possible for the terms of both documents to apply they shall.
TERM AND TERMINATION. The term begins upon Vital Proteins’ acceptance of your proposal. The term will continue each month as you fulfill your Vital Proteins-compliant Content obligations in exchange for Vital Proteins product. You may terminate your participation with the VITAL AMBASSADOR Program at any time by opting out of the Program and choosing to not receive your next month’s product allowance.
- Upon termination, you shall no longer receive free Vital Proteins products, and you must no longer use the hashtags #vitalpartner or otherwise hold yourself out as affiliated with Vital.
MODIFICATION. Vital reserves the right to modify or discontinue the Program at any time (including by limiting or discontinuing certain products or features of the Program), temporarily or permanently, without notice to you. Vital will have no liability for any change to product offerings or the Program or any suspension or termination of your access to or participation in the Program.