Ancestral Affiliate Agreement

Welcome to Ancestral Supplements, LLC Brand Ambassador/affiliate campaign (the “Campaign”). By participating in the Campaign, you agree to this Agreement.

This Brand Ambassador Agreement (the “Agreement”) is entered into by and between Ancestral Supplements LLC, a Texas limited liability company (“Company,” “Ancestral Supplements,” “we,” “our,” or “us”), and the individual accepting the terms here in (“Ambassador,” “you,” or “your”).

1. Eligibility.  Ancestral Supplements retains the absolute discretion to approve or deny participation, and participation does not entitle Ambassador to free products or guarantees of compensation unless expressly provided herein. Eligibility requirements may change from time to time at the Company’s discretion.

2. Scope.  You agree to:

a. Use commercially reasonable efforts to promote our products, services, brands and company.
b. Create and share original photo, video, and written content featuring Ancestral Supplements or its products (collectively, “Posts”) on various social media platforms.
c. Promote any provided affiliate codes or referral links to facilitate trackable sales.
d. Respond to reasonable inquiries from followers or the Company in a timely manner.
e. Adhere to any and all brand guidelines, talking points, and approved claims provided by the Company.
f. Adhere to any and all terms of service of our affiliate program software found here:
https://www.superfiliate.com/legal/terms, which may change from time to time.

3. Fee.  As a brand ambassador / affiliate participating in the Campaign, you may receive commissions, performance-based bonuses, and/or complimentary products at the Company’s discretion, subject to the following terms:

a. Commissions are paid as reflected in the Ancestral Supplements affiliate dashboard.
b. Minimum threshold for payout is twenty dollars ($20.00).
c. Commissions are forfeited for refunded sales, fraudulent transactions, or noncompliance with this Agreement.
d. You bear full responsibility for any tax liabilities resulting from compensation received.

4. Term and Termination. This Agreement is effective from the date you agree to this Agreement and continues until either party terminates it by written notice to the other party, at its discretion.

5. Non-Exclusivity. This Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of third parties.

6. Requirements for Posts

a. Your Posts must:
i. Comply with the Federal Trade Commission’s (the “FTC”) Guides Concerning Endorsements and Testimonials (” Endorsement Guides”) which can be found here: FTC Guidelines.
ii. Clearly and conspicuously disclose your “material connection” with us, making it clear that you are a paid influencer and have received free products, services, payments, or other incentives.
You must place the disclosure in plain sight in close proximity to any audio or visual
communications that you make about us, our brands, and our products and it must be
unavoidable. You may not bury the disclosure in a link or place the disclosure in a string of
hashtags or other disclosures. We require this disclosure regardless of any space limitations of the platform.
iii. Be truthful and reflect your own honest opinions, beliefs, and experiences.
iv. Not include the intellectual property of other parties, including any third-party music,
photographs, artwork, trademarks, logos, or slogans.
v. Comply with the rules of the applicable social media platforms.
vi. Comply with all applicable laws, rules, including those imposed by the FDA as applicable.

b. Your Posts must not:
i. Make any claims that suggest our products treat, cure, or prevent any disease or have specific health effects. You are not permitted to make medical or disease-related claim.
ii. Be sexually explicit; obscene, or offensive.
iii. Communicate messages or images inconsistent with the positive images and/or goodwill to which we wish to associate.

7. Monitoring Posts. You understand that we will be monitoring your Posts for compliance with this Agreement. We have the right to address noncompliant Posts by any taking any of the following actions alone or in combination:

a. Requiring you to fix the Post.
b. Withholding payment of the Fee.
c. Terminating the Agreement under Paragraph 12.

8. Company Usage of Posts. You agree to provide the Company with organic social usage rights on social media platforms, including TikTok, Instagram, Youtube and Facebook at no additional costs to us for 365 days.

9. Use of Your Name, Likeness, and Information. You hereby grant to the Company and our affiliates, and each of our respective direct and indirect successors, licensees and assigns, the right to use your name, image, likeness, and biographical, professional, and other identifying information (collectively, “Likeness”) in connection with the Campaign, the Posts, and any derivative works we make from the Posts, including to advertise and promote the same or any product that features or includes at least one of the Posts or a derivative work of a Post, in whole or in part. You waive the right to inspect or approve any use of your Likeness as contemplated in this Agreement.

10. Representations and Warranties. By providing the Posts to us, you represent and warrant that the Posts:

a. are your sole and original creation.
b. are not libelous or otherwise defamatory.
c. do not, and our use of them will not, infringe or otherwise violate any right of any third party, including any copyright, trademark, patent, trade secret, or other intellectual property right, or any right of publicity or privacy.

11. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANCESTRAL SUPPLEMENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. IN NO EVENT SHALL ITS TOTAL LIABILITY EXCEED FIFTY PERCENT (50%) OF COMMISSIONS PAID TO YOU IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12. Indemnification and Release.

a. YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS THE COMPANY AND OUR AFFILIATES, AND OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, AND ASSIGNS, FROM AND AGAINST ANY CLAIMS, JUDGMENTS, DAMAGES, LIABILITIES, SETTLEMENTS, LOSSES, COSTS, AND EXPENSES, INCLUDING ATTORNEYS’ FEES AND DISBURSEMENTS, ARISING FROM OR RELATING TO ANY MATERIAL BREACH BY YOU OF YOUR REPRESENTATIONS AND WARRANTIES, OR OTHER OBLIGATIONS HEREUNDER.
b. YOU FURTHER AGREE TO RELEASES AND FOREVER WAIVES ANY AND ALL CLAIMS, ACTIONS, CAUSES OF ACTION, DEMANDS, RIGHTS, DAMAGES, COSTS, ATTORNEY’S FEES, LOSSES AND EXPENSES YOU MAY HAVE AGAINST THE COMPANY FOR ANY ACCIDENT, PERSONAL INJURY, DISABILITY, DEATH, PROPERTY DAMAGE, OR LOSS OF ANY KIND OR NATURE SUFFERED BY YOU AS A RESULT OF OR ARISING FROM THIS
AGREEMENT.

13. Relationship of the Parties.

a. You understand that you are an independent contractor of the Company and this Agreement does not create any association, partnership, joint venture, employee, or agency relationship between you and us for any purpose. You have no authority (and will not hold yourself out as having authority) to bind the Company and will not make any agreements or representations on our behalf without our prior written consent.
b. We are not responsible for withholding or paying any income, payroll, Social Security, or other taxes, making any insurance contributions, including unemployment or disability, or obtaining worker’s compensation insurance on your behalf. You are solely responsible for all such taxes and contributions, including penalties and interest. You are not eligible under this Agreement to participate in any of our employee benefits, such as time off, medical, profit sharing, or retirement benefits.

14. Miscellaneous.

a. This Agreement is personal to you. You will not assign or otherwise transfer any of your rights, or delegate, subcontract, or otherwise transfer any of your obligations or performance, under this Agreement. Any attempt to assign, delegate, or transfer in violation of this paragraph is void. This Agreement is binding upon and inures to the benefit of the parties and their respective permitted successors and assigns.
b. This Agreement is governed by and construed in accordance with the laws of Texas without giving effect to any conflict of laws provisions that would result in the application of the laws of a different jurisdiction. Each party agrees to institute any legal suit, action, or proceeding arising out of this Agreement or the Posts in the federal or state courts in each case located in Montgomery County, Texas.
c. If any provision of this agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this agreement will continue in full force and effect. This agreement contains the entire agreement between you and the Company and supersedes any oral or written statements made by or to you in connection with the Campaign and the Posts. This agreement may not be modified except by a written agreement that is signed by an authorized representative of the Company.