Brand Ambassador Agreement

Be This Brand Ambassador Program Agreement (the “Agreement”) is a binding agreement between Liv Health LLC (“Liv Health”, the “Company”) and you, the business entering into this Agreement, (“Brand Ambassador”), (collectively “the Parties”). This Agreement governs your participation in the Liv Health Brand Ambassador Program as further described herein (the “Program”).

PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS ARBITRATION PROVISIONS AND LIABILITY LIMITS, AMONG OTHER CLAUSES. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS BRAND AMBASSADORS TO THIS AGREEMENT, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS BRAND AMBASSADORS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE PROGRAM. BY ENTERING INTO THIS AGREEMENT, YOU REPRESENT THAT YOU ARE AT LEAST THE AGE OF MAJORITY IN YOUR STATE OR PROVINCE OF RESIDENCE, OR THAT YOU ARE THE AGE OF MAJORITY IN YOUR STATE OR PROVINCE OF RESIDENCE AND YOU HAVE GIVEN US YOUR CONSENT TO ALLOW ANY OF YOUR MINOR DEPENDENTS TO USE THE PROGRAM.

YOU MAY NOT PARTICIPATE IN THE PROGRAM IF YOU DO NOT ACCEPT THIS AGREEMENT. To enroll in the Program the Brand Ambassador must accept the Program terms available on the PartnerStack platform.

Company is in the business of offering Personalized Wellness products & services. Brand Ambassador is in a position to refer prospective customers to Company. This Agreement provides the terms and conditions under which Brand Ambassador will do so as part of the Program.
Referral Arrangement.By accepting this Agreement and participating in the Program, Brand Ambassador may, from time to time, refer new prospective customers (the “New Customers”) to Company on a non-exclusive basis. Company will pay Brand Ambassador a Referral Fee for each Successful Referral. A “Successful Referral” occurs where: (a) a New Customer signs up for the Liv Health services directly using Brand Ambassador’s dedicated “Brand Ambassador Link” provided by Company and (b) the New Customer converts to a paid Liv Health account directly following the New Customer’s access to the Liv Health services following the use of the dedicated Brand Ambassador Link to Company and (c) the New Customer does not dispute the amount paid or request a refund. Further, a referral will only be a “Successful Referral” if the New Customer is not a customer that (i) the Company has already contracted with or contacted about its services or (ii) has already been referred to Company by a third party.
Referral Fee.For each Successful Referral, Company shall pay Brand Ambassador a payout based on the purchase or subscription of each New Customer that Brand Ambassador refers. Specific payout amounts & terms can be viewed by logging into PartnerStack.
Payments in the Liv Health Partner Program are handled by PartnerStack (the “Payment Provider”). In order to receive payments under this Agreement, Brand Ambassador must create and maintain an account with Payment Provider in the Payment Provider’s online or app-based dashboard (“Payment Provider Platform”), which is provided pursuant to terms directly between the Payment Provider and Brand Ambassador. Brand Ambassador must keep all information updated and complete within the Payment Provider Platform to receive proper payments. Payments returned due to incorrect payment email addresses or other incorrect information will not be returned. The Payment Provider Platform will reflect payment history to Brand Ambassador, and the parties agree that: (a) the data shown in the Payment Provider Platform will govern payments to be made, subject to Company’s right to correct errors based on its own records and (b) records and payments will be deemed complete, incontestable, and final twelve (12) months after the applicable Successful Referral occurs.
Relationship of the Parties. Brand Ambassador is an independent contractor of Company and nothing in this Agreement shall be construed to create any association, partnership, joint venture, employee or agency relationship between the Company and Brand Ambassador for any purpose. Brand Ambassador has no authority (and shall not hold itself out as having authority) to bind Company and Brand Ambassador shall not make any agreements or representations on Company’s behalf. Either Party is solely responsible for paying all of its costs and expenses related to this Agreement.
This Agreement shall commence upon the date that Brand Ambassador joins the Program and will continue until otherwise terminated by one of the Parties pursuant to paragraph 8 or 9 of the Agreement.
During the course of this Agreement, it may be necessary for either Party to share proprietary and/or confidential information with the other Party, including, but not limited to trade secrets and non-public industry knowledge (the “Confidential Information”). Either Party will not share any Confidential Information with any third party at any time. Brand Ambassador will also not use any Confidential information for his/her or a third party’s personal benefit at any time. This section remains in full force and effect even after termination of the Agreement.
Probationary Period. Brand Ambassadors are subject to a 45-day probationary period. At any time during this period, Company may elect to terminate this Agreement for any reason, with or without cause. In the event of termination, all payment obligations of the Agreement for Successful Referrals shall also terminate.
Upon satisfaction of the Probationary Period, this Agreement may be terminated at any time by: (a) either Party for convenience upon 30 days written notice to the other Party or (b) by Company for cause immediately upon notice if Brand Ambassador breaches any provision of this Agreement. If Company terminates the Agreement for convenience; 1) Upfront or one-time payment obligations of the Agreement for Successful Referrals shall terminate concurrently with the Agreement and 2) Residual or on-going payment obligations of the Agreement for Successful Referrals shall survive for a period of one-hundred twenty (120) days after termination of the Agreement; provided that Brand Ambassador is only entitled to Referral Fees for New Customers which it has referred to Company through a Successful Referral sent prior to the effective date of termination of the Agreement. If Company terminates the Agreement for cause; all payment obligations of the Agreement for Successful Referrals including earned & unearned and one-time & residual, shall also terminate effective immediately.
Representations and Warranties.Both Parties represent that they are fully authorized to enter into this Agreement and that each Party shall comply with all applicable laws, rules, and regulations and will not violate or infringe upon any third-party rights in its performance of its rights and obligations under this Agreement. Brand Ambassador further represents and warrants that:
1. it will comply with all laws, rules, and regulations;
2. it will conduct itself in an ethical manner and refer only bona fideNew Customers to Company. You cannot “self-refer”, which means that the Brand Ambassador fees will only result in transactions done by other people using your link;
3. it will not infringe or otherwise violate any third-party right;
4. its website will not be identical, copied in any way, nor will it mirror the look and feel of our site. Brand Ambassador cannot in any way create an impression that its site is Company’s website or even mirror a part of Company’s website in any manner;
5. it will not engage in any behavior that is fraudulent, abusive or harmful to the site or program or Liv HEALTH brand at our discretion;
6. it will not induce or attempt to induce any members or customers to leave the Company for any reason
7. it may not engage in cookie stuffing or include pop-ups or inaccurate or misleading links on your website. In addition, Brand Ambassador will not attempt to mask the referenced URL information (ie, the page from which the click originated);
8. it will not use redirects to bounce a click from a domain that did not originate the click to make it appear as the click came from that domain. If Brand Ambassador is found redirecting links to hide or manipulate the original source, Brand Ambassador referral fees not yet paid by Company will be void and Brand Ambassador’s account will get terminated. This doesn’t include using “out” redirects from the same domain where the Brand Ambassador link is placed;
9. it will not send unsolicited bulk-email (spam). Brand Ambassador shall not create advertising sites that contain adult content, pornography, weapons, graphic violence (including any violent video game images), alcohol, drugs, tragedy, transportation accidents, sensitive social issues or gambling, or content that is abusive, profane, hateful, threatening, harmful, abusive, abusive, harassing, or discriminatory (whether by race, ethnicity, religion, religion, sex, sexual orientation, physical disability, or otherwise); it must only use branded ad copy, content and media provided by Company. Any ad copy, content or media not provided by Company must be approved by Company prior to use.
Non-Solicitation. During the period starting on the Effective Date and ending two (2) years after the termination or expiration of this agreement (the “Non-Solicitation Period”), Brand Ambassador will not directly or indirectly, on Brand Ambassador’s own behalf or in the service or on behalf of others, in any capacity; 1) induce or attempt to induce any officer, director, vendor, partner, supplier, or employee to leave Liv Health or 2) solicit or accept, or attempt to solicit or accept, the business of any customer, consultant, or patron of Liv Health.
Non-Disparagement. Brand Ambassador agrees not to make any statements, written or verbal, or cause or encourage others to make any statements, written or verbal, that defame, disparage or in any way criticize the personal or business reputation, practices, or conduct of Company, its employees, directors, and officers. The Parties acknowledge and agree that this prohibition extends to statements, written or verbal, made to anyone, including but not limited to, the news media, investors, potential investors, any board of directors or advisory board or directors, industry analysts, competitors, strategic partners, vendors, employees (past and present), and clients. Brand Ambassador understands and agrees that this Paragraph is a material provision of this Agreement and that any breach of this Paragraph shall be a material breach of this Agreement, and that the Company would be irreparably harmed by violation of this provision.
Limitation of Liability.UNDER NO CIRCUMSTANCES WILL COMPANY BE LIABLE TO BRAND AMBASSADOR OR ANY THIRD PARTY UNDER ANY CONTRACT, NEGLIGENCE, STRICT LABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE), WHETHER FORESEEABLE OR UNFORESEEABLE, REGARDLESS OF THE BASIS OF THE CLAIM AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.COMPANY WILL HAVE NO LIABILITY FOR THE ACTS OR OMISSIONS OF THE PAYMENT PROVIDER OR THE PAYMENT PROVIDER PLATFORM.
Disclaimer of Warranties.EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, COMPANY DOES NOT MAKE ANY OTHER REPRESENTATION, WARRANTY, OR GUARANTY, AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE PROGRAM PROVIDED OR OFFERED HEREUNDER. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PROGRAM IS PROVIDED STRICTLY ON AN “AS IS” BASIS AND ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR ANY WARRANTIES ARISING FROM USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN PARTICULAR, COMPANY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING COMPENSATION OR ANY OTHER BENEFITS THAT BRAND AMBASSADOR WILL RECEIVE. ALL OF COMPANY’S OBLIGATIONS ARE AS, AND ONLY AS, EXPRESSLY STATED IN THIS AGREEMENT. BRAND AMBASSADOR HAS NO RESPONSIBILITY TO COMPANY IF REFERRALS DO NOT LEAD TO SUCCESSFUL REFERRALS.
FTC Endorsement Compliance: It is the mission of Company to treat all our customers well. In line with this, we require all Brand Ambassadors to comply with applicable laws, regulations and guidelines regarding advertising and marketing, including without limitation, the Federal Trade Commission (FTC) Endorsement Guides, which requires disclosure of communications between advertisers and sponsors. This means that all of Brand Ambassador’s materials (e.g. emails, websites, blogs) must clearly disclose the fact that you are receiving compensation for referred customers. Company reserves the right to withhold the Referral Fee and terminate the relationship if Brand Ambassador does not comply with any of the foregoing guidelines or other FTC regulations or guidelines that we deem appropriate. Liv Heath reserves the right to permanently withhold the Referral Fees and terminate this agreement if we determine, in our sole discretion, that you do not comply with any of the foregoing guidelines or other FTC regulations or guidelines that we deem appropriate.
No License Grant. Nothing in this Agreement shall be construed as granting Brand Ambassador, by implication, estoppel or otherwise, any license or other right under any intellectual property rights of the Company. EXCEPT AS EXPRESSLY PERMITTED HEREUNDER, YOU SHALL NOT AND ARE NOT PERMITTED TO (i) USE THE Liv HEALTH TRADEMARK, NAME, LOGO OR ANY OF OUR OTHER INTELLECTUAL PROPERTY, INCLUDING WITHOUT LIMITATION, THE LINKS, AND THE LICENSED MATERIALS (COLLECTIVELY, THE Liv Heath IP”) (OR ANY MISSPELLINGS OR VARIATIONS THEREOF OR OTHER TERM OR TERMS SIMILAR TO ANY OF THE FOREGOING) WITHOUT LIV HEATH’s EXPRESS PRIOR WRITTEN PERMISSION; (ii) USE LIV HEATH IP IN A DOMAIN OR WEBSITE NAME, IN ANY BIDS FOR KEYWORDS OR GOOGLE ADWORDS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), IN ANY SEARCH ENGINE ADVERTISING (PAID OR OTHERWISE), IN ANY METATAGS, GOOGLE ADWORDS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), SEARCH TERMS, KEYWORDS, CODE, OR ADVERTISING; (iii) ACT IN ANY WAY THAT CAUSES OR COULD CAUSE, CREATES OR COULD CREATE AN “INITIAL INTEREST CONFUSION” OVER THE USE OF LIV HEATH IP ON THE INTERNET OR IN ANY SEARCH ENGINE ADVERTISING. YOUR USE OF LIV HEATH IP IN ANY MANNER, OTHER THAN AS EXPRESSLY PERMITTED HEREUNDER SHALL CONSTITUTE UNLAWFUL INFRINGEMENT OF LIV HEATH’S INTELLECTUAL PROPERTY RIGHTS, AND MAY SUBJECT YOU TO THE CLAIMS FOR DAMAGES (INCLUDING POTENTIAL DAMAGES FOR KNOWING OR WILFUL INFRINGEMENT), AND THE OBLIGATION TO PAY LIV HEATH’S LEGAL COSTS AND FEES IN CONNECTION WITH ANY ACTION OR PROCEEDING IN WHICH LIV HEATH SEEKS TO IMPLEMENT ITS RIGHTS UNDER THIS AGREEMENT OR IN REGARD TO ANY OF LIV HEATH’S INTELLECTUAL PROPERTY RIGHTS.
Pay-per-click (“PPC”) restrictions.Unless the company first gives you written permission, you agree to abide by the following restrictions:
1. You may not bid on any of our restricted terms (defined below) for search or content-based campaigns on Google, Bing, Yahoo, Capterra, Facebook or any other such networks.
2. “Restricted Terms” is any of the following terms: Liv Health, Li Health LLC, livhealth.com, https://livhealth.com/, Liv Health coupon, Liv Health discount code, Liv Health discount, Liv Health promo code, Liv Health sale, Liv Health promo, Liv Health sales, Liv Health deals.
3. You may not use our restricted terms, including any changes or misspellings above, in sequence with any other keywords.
4. You may not use our restricted terms as your title, ad copy, display name or display URL. You may not use any of our trademark terms as part of a domain or subdomain for our website.
5. You cannot direct links from any PPC advertisement to the site or use redirects that get the same result. Customers should be directed to a genuine page on your website. You cannot bid for any search term in any auction-style PPC advertising program in any way that looks more than us.
6. If you will automate your PPC campaigns, it is solely your responsibility to exclude the terms of your trademark from your marketing and related activities and we strongly suggest that you add our trademark terms as negative keywords.
Social Media Restrictions.When advertising or promoting the program on Facebook, Twitter, Instagram, YouTube and other social media platforms, you indicate and warrant that you will comply with the following requirements:
1. You can only promote programs and links on your social media page.
2. You are prohibited from posting your links on our Facebook, Twitter, Pinterest, or any other company’s social media account or page in an effort to convert those links into Brand Ambassador sales.
3. You are prohibited from creating a social media account that includes our trademark in the page name and/or username.
In the event any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Agreement and all other provisions should continue in full force and effect as valid and enforceable.
The failure by either Party to exercise any right, power or privilege under the terms of this Agreement will not be construed as a waiver of any subsequent or further exercise of that right, power or privilege or the exercise of any other right, power or privilege.
Governing Law and Jurisdiction.This Agreement, and any disputes, actions, claims, or causes of action arising out of or related to this Agreement, will be governed by the Federal Arbitration Act, applicable federal law, and the laws of the state of Kentucky, excluding its conflicts of law rules. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, each Party shall have the right to institute an action in any court of competent jurisdiction for injunctive relief.
No Class Action. Arbitration may only be conducted on an individual, not a class wide, basis. No arbitration proceeding between the Parties may be consolidated with any other arbitration proceeding involving Company and any other person or entity. Each Party shall file and prosecute arbitration proceedings separately and individually in the name of the respective Parties, and not in any representative capacity. Each Party hereby irrevocably waives and agrees not to assert any claim inconsistent with this Section. BY AGREEING TO THIS AGREEMENT, EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT (i) TO A COURT TRIAL OR (ii) TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING FILED AGAINST COMPANY AND/OR RELATED THIRD PARTIES, EVEN IF ARBITRATION IS NOT REQUIRED UNDER THIS AGREEMENT.
Limitations. REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF THE SITE, SERVICES, OR THIS AGREEMENT MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES OR IT WILL BE FOREVER BARRED.
Assignment. Brand Ambassador shall not assign, transfer, or delegate any of its rights or obligations under this Agreement, in whole or in part, by operation of law or otherwise, without the prior written consent of the Company. Company may freely assign this Agreement.
Notice to Brand Ambassador may be given by a notification within the Payment Provider Portal and/or email to Brand Ambassador to the address provided to Company. Notice will be effective when given. Notice to Company may be given by email to Company at Brand Ambassadors@LivHeath.com and will be effective when received.
Entire Agreement.The Parties acknowledge and agree that this Agreement represents the entire agreement between the Parties, and supersedes all prior agreements related to the Program or any other commission based program. Liv Health may amend this Agreement from time to time based on changes to the Program, in which case the new Agreement will supersede prior versions. Liv Health will notify Brand Ambassador of any material changes affecting its rights through a notification within the Payment Provider Portal and/or email referencing the latest version. The Parties may also document modifications to this Agreement by way of an amendment signed (in ink or electronically) by the Parties.

The terms of service was last updated on January 1, 2021.