Ambassador Marketing Program Agreement

Last Revised:  January 31, 2025

PLEASE READ THIS ENTIRE AGREEMENT CAREFULLY. 

This Ambassador Marketing Program Agreement (the “Agreement”) contains the terms and conditions that apply to your participation in the LF*GO!™ Ambassador marketing program (the “Program”) facilitated through the Ambassador marketing network of Club (“Club”), once you are onboarded as an approved Ambassador.  LF*GO! USA Inc. reserves the right to approve or reject ANY Program application in its sole and absolute discretion. An applicant has no legal recourse for the rejection of a Program application.

By participating in the Program through Club, you represent that you (“Ambassador” or “you” or “your”) have read, fully understand and agree to the terms of this Agreement with LF*GO! USA Inc. (“LF*GO!” or “we” or “us” or “our”). In addition, if this Agreement is being executed on behalf of a legal entity, you represent and warrant that you are authorized to legally bind that entity to this Agreement. If you do not agree to these terms, do not participate in the Program.

In consideration of the mutual covenants, terms and conditions set out in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Ambassador and LF*GO! agree as follows:

  1. Updates.  We have the right in our sole discretion to periodically revise the terms of this Agreement. In revising the Agreement, we might also choose to replace or remove one or more Agreement terms in their entirety. If we revise the terms of this Agreement, we or Club will let you know via electronic means, and such revised Agreement shall be effective immediately upon notice to you. If you disagree with any revision, your only recourse is to terminate this Agreement. You agree that, if you continue to participate in the Program following a revision of this Agreement of which you were provided notification, your continued participation constitutes binding acceptance of the revised Agreement.
  2. Ambassador Links.  Under the Program, Ambassador links will be made available to you through Club. Ambassador links are automatically generated, but you may also be given an option to generate an Ambassador link for a specific LF*GO! product or collection through the Club Dashboard. With respect to the use of Ambassador links, you agree to abide by the following:
  1. Only use Ambassador links obtained from Club or us without manipulation;
  2. You may not allow any third party to display, embed, or otherwise use your Ambassador link without our prior written authorization. In any case, you are responsible for the use of your Ambassador links and must ensure any such use complies with this Agreement;
  3. When you display, embed, or otherwise use your Ambassador links, you will not in any way copy, resemble, or mirror the look and feel of the any LF*GO! website or mobile app we designate from time to time, including, without limitation, www.lfgoenergy.com (collectively, the “LF*GO! Website”);
  4. You may not engage in cookie stuffing or include pop-ups, false or misleading links in your content or on your websites and mobile apps (collectively, “Your Website”). In addition, wherever possible, you will not attempt to mask the referring URL information (i.e. the page from where the click is originating);
  5. You may not use redirects to bounce a click off of a domain from which the click did not originate in order to give the appearance that it came from that domain;
  6. You may not create or use any links that lead the customer to a destination site that is not clearly suggested by the content of the starting site;
  7. You may not disseminate your Ambassador link in newsgroups, message boards, unsolicited email and other types of spam, chat rooms or through similar Internet resources;
  8. You may not create or employ Ambassador tracking links that also contain a tracking link for other LF*GO! referral programs (“Other Referral Programs”). Ambassadors are permitted to participate in either the Program or Other Referral Programs, but individual Ambassador links must be specific and exclusive to one of the programs. By participating in this Program, you agree not to claim commission or credit from both the Program and from our Other Referral Programs for purchases by the same customer; and
  9. You may not use your Ambassador links to claim commissions for your own purchases on the LF*GO! Website.
  1. Coupon Codes.  An Ambassador may be assigned one or more coupon codes with details and usage clarified on the Club Dashboard. If assigned a coupon code through the Program, you must adhere to our Coupon Guidelines as follows:
  1. You may ONLY advertise coupon codes that are provided to you through the Program; 
  2. You may not allow any third party to display, embed, or otherwise use your code without our prior written authorization. In any case, you are responsible for the use of your coupon codes and must ensure any such use complies with this Agreement;
  3. Posting any information about how to work around the requirements of a coupon/promotion (i.e. first time customers only) will result in your removal from the Program. Coupons must be displayed in their entirety with the full offer, valid expiration date and code;
  4. You may NOT use any technology that covers up the coupon code and generates an Ambassador click by revealing the code(s);
  5. You may NOT advertise coupon codes obtained from our non-Ambassador advertising, customer e-mails, paid search, or any other advertising campaign; 
  6. You may NOT give the appearance that any ongoing offer requires clicking from Your Website in order to redeem. For example, if all items on the site have free shipping over $100, you may not turn this into an offer that infers that the customer must click from Your Website to get this deal; and
  7. You may not advertise coupon codes in newsgroups, message boards, unsolicited email and other types of spam, chat rooms or through similar Internet resources.
  1. Social Media.  Promotion of your Ambassador links and coupon codes on Facebook, Twitter, and other social media platforms is permitted following these general guidelines:
  1. You ARE allowed to promote your links and coupon codes to your own lists; more specifically, you’re welcome to use your Ambassador links and coupon codes on your own Facebook, Instagram, etc. pages. For example: You may post, “25% off sale at LF*GO! through Wednesday with code LFGO2025.”
  2. You are PROHIBITED from posting your Ambassador links and coupon codes on LF*GO!’s Facebook, Instagram, etc. company pages in an attempt to turn those links into Ambassador sales.
  1. Trademarks.  “Trademarks” means those trademarks set forth in Schedule 1 hereto. LF*GO! hereby grants to Ambassador a non-exclusive, non-transferable, and non-sublicensable limited right to use the Trademarks solely in connection with the Program in accordance with the terms and conditions of this Agreement during the term of this Agreement. Ambassador acknowledges and agrees that the Trademarks are the sole and exclusive property of LF*GO! or of a LF*GO! licensor, and that Ambassador shall not acquire any right or ownership interest in them or any other intellectual property rights of LF*GO! or any LF*GO! licensor under this Agreement, except for the right to use the Trademarks as expressly provided in this Section. Any goodwill derived from the use by Ambassador of the Trademarks inures to the benefit of the LF*GO! licensor that owns the Trademarks. Upon expiration or termination of this Agreement, Ambassador’s rights under this Section cease immediately and Ambassador shall immediately discontinue all use of the Trademarks.  Use of any of the Trademarks as part of the domain or sub-domain for Your Website is strictly prohibited.
  2. Promotional Materials. LF*GO! grants to you a nonexclusive, nontransferable limited license to use certain banner advertisements, button links, text links, and/or other graphic or textual material (the “Promotional Materials”) for display and use on Your Website. The term of such limited license shall expire upon the expiration or termination of this Agreement. Ambassador acknowledges and agrees that the Promotional Materials are the sole and exclusive property of LF*GO! or of a LF*GO! licensor, and that Ambassador shall not acquire any right or ownership interest in them or any other intellectual property rights of LF*GO! or any LF*GO! licensor under this Agreement, except for the right to use the Promotional Materials as expressly provided in this Section.  You may not subcontract, assign, resell, lease, or sublicense any part of your participation in the Program or run a sub-Ambassador program. LF*GO! may make Promotional Materials available to you to display and use in your content and on Your Website provided that the manner of display complies with the following requirements:
  1. You may only use the Promotional Materials to promote the LF*GO! Website (and the products available thereon), and for linking to the LF*GO! Website;
  2. You shall use only such Ambassador and other links to the LF*GO! Website as are provided to you by us;
  3. You shall not alter, add to, subtract from, or otherwise modify the Promotional Materials as they are prepared by LF*GO! without consent from us. If you wish to alter or otherwise modify the Promotional Materials, you must obtain prior written consent from us for such alteration of modification;
  4. You shall not use the Promotional Materials to promote the LF*GO! Website (and the products available thereon) to customers who are not physically located in the United States; and
  5. You shall not create, publish, distribute, or print any written materials that make reference to our Program unless you adhere to the following:
    1. Abide by the CAN-SPAM Act of 2003 (Public Law No. 108-187) with respect to the distribution of any written materials;
    2. E-mails must be sent on your behalf and must not imply that the e-mail is being sent on behalf of LF*GO! or anyone else; and
    3. E-mails and any related written materials must first be submitted to LF*GO! for approval prior to being sent.
  1. General Restrictions.  Ambassador agrees it shall not:
  1. Infringe on our or anyone else's intellectual property, publicity, privacy or other rights;
  2. Bid, through brand bidding or otherwise, on any of our Trademarks (defined below), company name, brand ambassador names, and/or product names, including, without limitation, any variations or misspellings thereof for search or content-based campaigns on Google, MSN, Yahoo or any other network.  If we have concerns in this regard, you agree to share reasonable information about your paid search advertising and associated keyword usage efforts to help resolve those concerns promptly;
  3. Use LF*GO! brand ambassador and spokesperson names, or variations of them, in whole or in part, as part of Your Website, including, without limitation, in meta tags and title tags;  
  4. Use the Trademarks in your ad title, ad copy, display name or as the display URL;
  5. Use artificial intelligence to generate Your Website content unless all such content is reviewed carefully by a human before publication and is not derived from LF*GO! content or intellectual property we own or license from others;
  6. Use dark patterns to drive user action;
  7. Violate any law, rule or regulation;
  8. Utilize or display content that is threatening, harassing, defamatory, discriminatory, obscene, harmful to minors, or contain nudity, pornography or sexually explicit materials;
  9. Use, embed, or disseminate viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any system, data, or personal information;
  10. Use, embed, or disseminate software or technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of Ambassador commissions from another website; or
  11. Mislead customers as to the products or services available on Your Website or on any LF*GO! Website.

Ambassador shall immediately resolve any violations of this clause brought to its attention by LF*GO!, and Ambassador acknowledges that time is of the essence in this regard.

  1. Prohibited Acts Concerning LF*GO!. Ambassador agrees it shall not: 
  1. make any false or misleading representations regarding LF*GO! products, ingredients, or the LF*GO! brand;
  2. make any representations, claims, or warranties regarding the specifications, health benefits, efficacy, ingredients, dosage, features, or potential side effects of the LF*GO! products or ingredients that are inconsistent with the labeling, packaging, and Promotional Materials provided by LF*GO! or not backed up by evidence, and, in either case, that have not been previously approved by us in writing; 
  3. engage in any unfair, anti-competitive, misleading, or deceptive practices regarding LF*GO! products, ingredients, or the Trademarks; 
  4. materially alter any description of LF*GO! products or ingredients provided by LF*GO! or that are in the Promotional Materials;  
  5. market, promote, advertise, or encourage use of LF*GO! products to those under 18 years of age; 
  6. engage in any communication that is defamatory or infringes on the privacy or publicity rights of others; 
  7. utilize LF*GO! Promotional Materials, product names, or product descriptions that we have instructed you to phase out or discontinue (other than during our approved phase out period);
  8. make any statements or post any content that in any way promotes unsafe activities or that could lead to an unsafe situation involving LF*GO!'s consumers or other individuals; or
  9. demonstrate or promote or encourage consumption of (i) LF*GO! products in contravention of their instructions for use or of their warnings, (ii) LF*GO! products for any purpose for which they are not intended, or (iii) multiple LF*GO! pouches at one time, or in excess of recommended servings per day, or more frequently than what is recommended on the label.

Ambassador shall immediately resolve any violations of this clause brought to its attention by LF*GO!, and Ambassador acknowledges that time is of the essence in this regard.

  1. Compliance with Laws; FTC Compliance. In connection with your participation in this Program, you must comply with all applicable laws, rules and regulations, including but not limited to the following laws, rules and regulations governing marketing and promotions:
  1. The CAN-SPAM Act of 2003;
  2. Section 5 of the Federal Trade Commission (“FTC”) Act; and
  3. The FTC's disclosure rules regarding endorsements.

To comply with the FTC's disclosure rules regarding endorsements, you shall include a disclosure statement within any and all pages/posts where Ambassador links or coupon codes for the Program are posted as an endorsement or review, and where it is not reasonably clear that the link or coupon code is a paid advertisement. This disclosure statement should be conspicuous, clear and concise, stating that we are compensating you for your review or endorsement. If you received the product for free from us or from our designated Ambassador management team for review, this also must be clearly stated in your disclosure. In addition to the above, you shall comply with the LF*GO! Social Media Endorsement Policy, attached hereto as Schedule 2.

  1. Visual Identity Standards. You will adhere to all visual identity standards we may provide you, from time to time, in connection with the promotion, marketing, and advertising of LF*GO! products.  In particular, but without limitation, you agree to utilize appropriate trademark and copyright symbols when displaying Trademarks and copyright protected works, as directed by us.  Unless we direct you otherwise, you must at a minimum use the ™ symbol at the first prominent reference to the LF*GO!™ word mark on a web page or app screen, preferably in the product name field.
  2. Paid Endorsements, Sweepstakes, and Giveaways. Except as expressly authorized by us in writing, you are not permitted to engage or authorize any influencers, celebrities, or other persons (real or virtual) to advertise, blog, endorse, make promotional comments, or otherwise promote LF*GO! products and/or the LF*GO! brand.  In addition, any sweepstakes, giveaways, and the like concerning LF*GO! products and/or the LF*GO! brand are prohibited except as may have been expressly authorized by us in writing for specific purposes and time periods.
  3. Reversal & Communication Policy. LF*GO! strives to have a very low reversal rate, which we attribute to an open communication policy with our Ambassadors. However, we reserve the right to reverse orders due to order cancellations, duplicate tracking, returns, disputed charges, and Program violations as outlined in this Agreement. Additionally, if we ask you for clarification or more information on any orders or Ambassador link clicks that we suspect may be in violation of this Agreement, we require you to respond in a timely and honest manner. Below are violations of our open communications policy:
  1. You are not forthcoming, intentionally vague or are found to be lying;
  2. You are not responsive within a reasonable time period; and
  3. You cannot substantiate or validate the source of customers utilizing your Ambassador link or coupon code with clear and demonstrable proof.

If any of the above applies, then we reserve the right to reverse orders, set your commission to 0% or suspend you from the Program for the period or orders in question. We know that many violations are a result of automated processes; however, it is incumbent upon you to ensure that you have the appropriate checks and balances in place to pro-actively address these issues and adhere to our Program.

  1. Ambassador Commissions. 
  1. Under the Program, you may be eligible to receive an Ambassador commission (the “Commission”) for the successful completion of Eligible Purchases. An “Eligible Purchase” occurs when a customer (not you) clicks-through your Ambassador link (supplied by us or Club to you) to the LF*GO! Website and successfully completes a purchase for which LF*GO! receives and retains payment. To be an Eligible Purchase, the sale must be completed by a customer that is physically located in the United States during the term of the Agreement. If a customer clicks on someone else’s Ambassador link and then later they click on your Ambassador link, yours is the one that counts under the Program.  If a customer both clicks on your Ambassador link and uses your coupon code, you will not receive a double commission. 
  2. The current rates of Commission shall be set forth on the Club Dashboard. LF*GO! reserves the right to modify the Commission rate from time to time, in its sole discretion. LF*GO! is responsible for authorizing Commission payments and Club will be solely responsible for fulfilling and transferring all Commission payments (unless LF*GO! elects to make manual payments to you directly). You will be responsible for following all instructions to set up your payment profile under the Program. We will determine whether payout of a Commission is permissible in our sole and exclusive discretion. We reserve the right to reject referrals that do not comply with the terms of this Agreement or otherwise violate applicable law. LF*GO! will be entitled to withhold, deduct and set off from any payments to be made to you hereunder any sums owed by you to LF*GO!, whether in connection with this Agreement (including any breach hereof by you) or otherwise.  No other compensation is offered to Ambassador and LF*GO! is not responsible for any costs incurred by Ambassador for its performance hereunder.
  3. We use cookies to track people who have clicked on your Ambassador link.  So, customers must use cookies for us to track them and your referrals. If a customer doesn't allow cookies or clears their cookies, LF*GO! can't track them and, therefore, can’t pay Commissions on their Eligible Purchases.  Cookie days or Cookie windows are stated in the Program registration form or the Club Dashboard. The tracking day will start from the time a customer clicks on an Ambassador’s link or uses the coupon. Within the cookie day or window, every Eligible Purchase made by this customer at the LF*GO! Website will generally result in Commissions to the Ambassador.
  4. LF*GO! makes no representations and warranties regarding potential Commissions that may result from your participation in the Program and specifically disclaims any and all warranties relative to earning potential from your approved Ambassador status.
  1. Other Languages. If you intend to display promotional, marketing, and/or advertising content about LF*GO! products on Your Website in languages other than in English, you must contact us first to get permission, so that we can coordinate with you.  You must ensure that any translations from English are accurate, adhere to this Agreement, and that all Trademarks and product names remain in English. You agree to immediately make any changes to the translations if we disagree with the particular language that you have used.
  2. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

YOU ACKNOWLEDGE THAT YOU HAVE NOT RELIED ON ANY WARRANTIES RELATED TO THE PROGRAM OTHER THAN THE EXPRESS STATEMENTS IN THIS AGREEMENT. UNDER NO CIRCUMSTANCES SHALL LF*GO!, OR ITS PARENTS, SUBSIDIARIES AND AMBASSADORS, BE LIABLE TO YOU UNDER THESE TERMS, UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES RELATED TO THE PROGRAM (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR PROFITS OR LOST BUSINESS AND INCLUDING COSTS ASSOCIATED WITH THE PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL LF*GO!’S, OR ITS PARENTS’, SUBSIDIARIES’ AND AMBASSADORS’, LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO THE PROGRAM OR THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT IN THE TWELVE MONTHS PRECEDING THE DATE UPON WHICH SUCH CLAIM ARISES. LF*GO! DOES NOT WARRANT OR GUARANTEE ANY RESULTS OF PARTICIPATION IN THE PROGRAM. AMBASSADOR IS NOT AUTHORIZED TO MAKE ANY WARRANTY TO CUSTOMERS CONCERNING THE LF*GO! PRODUCTS. ALL LF*GO! PRODUCTS, PROGRAMS, TRADEMARKS AND PROMOTIONAL MATERIALS HEREUNDER ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER. YOU RECOGNIZE THAT THESE DISCLAIMERS ARE AN IMPORTANT PART OF THE BASIS OF THIS AGREEMENT, WITHOUT WHICH LF*GO! WOULD NOT HAVE ENTERED INTO THIS AGREEMENT. LF*GO! DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY (TO THE EXTENT PERMITTED BY LAW), REGARDING THE LF*GO! PRODUCTS, PROGRAMS, TRADEMARKS AND PROMOTIONAL MATERIALS, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE, OR PERFORMANCE OF THE LF*GO! PRODUCTS, PROGRAMS, TRADEMARKS AND PROMOTIONAL MATERIALS SHALL BE DEEMED A WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF LF*GO! WHATSOEVER.

  1. Indemnification

YOU SHALL INDEMNIFY, HOLD HARMLESS, AND DEFEND LF*GO! AND ITS PARENTS, SUBSIDIARIES AND AMBASSADORS, AND ITS AND THEIR OFFICERS, DIRECTORS, PARTNERS, MEMBERS, EMPLOYEES, AGENTS, SUCCESSORS, AND ASSIGNS AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, DEFICIENCIES, CLAIMS, ACTIONS, JUDGMENTS, SETTLEMENTS, INTEREST, AWARDS, PENALTIES, OR EXPENSES OF WHATEVER KIND, INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS' FEES RELATING TO ANY CLAIM OF A THIRD PARTY ARISING OUT OF OR OCCURRING IN CONNECTION WITH YOUR BREACH OF THIS AGREEMENT, YOUR FAILURE TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS, AND/OR YOUR NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT.

  1. Termination. Either party may terminate this Agreement at any time, with or without cause. Upon termination, all licenses granted to you pursuant to the Program shall cease and you shall use best efforts to immediately remove all coupon codes and Ambassador links, references on Your Website regarding LF*GO! and its products, and cease any and all use of Promotional Materials, Trademarks or any other materials and items received through or used in connection with the Program. Upon termination, and unless we are terminating the Agreement for cause, you will be entitled to receive Commissions only on Eligible Purchases that occurred prior to such termination. LF*GO! reserves the right to terminate the Program at any time upon notice to you (email shall suffice). 
  2. Confidential Information.  You (the “Recipient”) may receive Confidential Information from LF*GO! (the “Discloser”) during the term of this Agreement. “Confidential Information” means any non-public information about Discloser's past, present and/or future business, products, services, operations, financial situation, as well as that of its direct and indirect parents, subsidiaries and Ambassadors, but excluding information that is (a) public knowledge (other than through Recipient's breach), (b) already known to Recipient on a non-confidential basis from a source other than Discloser, or (c) rightfully obtained from a third party who is not bound to a confidentiality agreement with the Disclosure concerning such information. Recipient shall protect Discloser's Confidential Information with at least the same degree of care it uses for its own similar information, but no less than reasonable care, and shall use it solely to perform its obligations under this Agreement. Recipient may disclose Confidential Information only to its employees, agents, and advisors (“Representatives”) who need to know it for the purposes of this Agreement (and Recipient will be responsible for any non-compliance with the terms of this Section by any of its Representatives), or as required by applicable law or order (with prompt notice to Discloser, if legally permitted). Upon termination of the Agreement for any reason, Recipient shall return or destroy all Confidential Information as directed by Discloser. Discloser may seek injunctive relief for any violation or threatened violation of this Section, in addition to other available remedies.
  3. Relationship of the Parties. The parties are independent contractors. This Agreement does not create any partnership, joint venture, agency, employment, franchise, or business opportunity between them. Neither party has authority to bind or act on behalf of the other. Each party is solely responsible for its personnel, including without limitation their supervision, compensation, taxes, and benefits. This Agreement does not create an exclusive relationship between you and us.  You agree that your participation in the Program is at your own risk.
  4. Entire Agreement. This Agreement, including and together with any related exhibits, schedules, and attachments, constitutes the sole and entire agreement of the parties hereto with respect to the subject matter contained in this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral. If there is an inconsistency between any of the provisions in the main body of this Agreement and the related exhibits, schedules, and attachments, the provisions in the main body of this Agreement shall prevail. In the event of any conflict or inconsistency between this Agreement and any Club agreement, the provisions of this Agreement shall prevail.  This Agreement shall be binding upon the parties and their respective permitted successors and assigns.
  5. Survival. Subject to the limitations and other provisions of this Agreement, any provision that, to give proper effect to its intent, should survive such expiration or termination, shall survive the expiration or termination of this Agreement. 
  6. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability does not affect any other term or provision of this Agreement. On a determination that any term or provision is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to modify this Agreement to achieve the intended commercial result of the original provision to the greatest extent possible.
  7. Waiver. No waiver under this Agreement is effective unless it is in writing and signed by an authorized representative of the party waiving its right. Any waiver authorized on one occasion is effective only in that instance and only for the purpose stated and does not operate as a waiver on any future occasion. None of the following constitutes a waiver or estoppel of any right, remedy, power, privilege, or condition arising from this Agreement: (a) any failure or delay in exercising any right, remedy, power, or privilege or in enforcing any condition under this Agreement; or (b) any act, omission, or course of dealing between the parties.
  8. Assignment. Ambassador may not assign this Agreement without the prior written consent of LF*GO!, which may be withheld in LF*GO!’s sole discretion.  Any purported assignment or delegation of rights or obligations in violation of this section shall be null and void.
  9. Choice of Law and Forum. This Agreement is governed by, and construed in accordance with, the laws of the State of Delaware without regard to the conflict of laws provisions of any jurisdiction. Any action, suit or other proceeding arising out of or related to this Agreement shall be instituted exclusively in the Delaware Court of Chancery or the United States District Court for the District of Delaware, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

SCHEDULE 1

TRADEMARKS

LF*GO!™ 



SCHEDULE 2

SOCIAL MEDIA ENDORSEMENT POLICY 

Purpose and Scope

LF*GO! is committed to transparency and honesty in its advertising, promotions and marketing with consumers. It is now common to advertise and market products in social media using third party endorsements. Like other types of advertising, these endorsements must be truthful and not misleading. Additionally, consumers must understand when a social media endorsement is sponsored by us. 

This Policy applies to all agencies, independent contractors, speakers, writers, bloggers, talent, influencers, and any other individual or entity engaged in promotional communications on our behalf on social media, whether online, in mobile apps, the metaverse or virtual web, or other nascent social channels and media. 

Defining an Endorser Covered by This Policy

An individual or entity communicating on social media is covered by this Policy if their promotional messages about LF*GO! or our products, the LF*GO! brand, and services are sponsored or otherwise directed by us or on our behalf (“Sponsored Endorser”). If the individual or entity is acting independently of us, they are not subject to this Policy. 

An endorsement is sponsored or otherwise directed by us or on our behalf if we have a direct or indirect material connection with the individual or entity providing the endorsement and a significant minority of the audience for the endorsement does not understand or expect the connection. If a material connection to us is known to consumers it might make them question the credibility of the endorser or the endorsement; therefore, the connection must be made known to the consumers. Some examples of where a material connection exists would include any of the following done by us either directly or on our behalf through an advertising agency, public relations firm, or other third party: 

  • Hire an agency to blog, post, or serve as a community manager on our behalf (both the agency and its employees then become Sponsored Endorsers).
  • Enter into an agreement with or pay an individual, directly or indirectly through an agency, to blog or post.
  • Provide free accommodations or travel or discounts, sweepstakes entries, or other incentives to an individual for a company event or experience.
  • Provide an individual with free prizes for giveaways or sweepstakes on social media platforms.
  • Provide an individual with free samples after that person has blogged or posted independently, especially if providing the free samples creates the expectation of additional free samples (which makes the individual a Sponsored Endorser going forward, not retroactively).
  • Provide publicity opportunities (like a television appearance) or early access to products or services.
  • Engage Ambassador marketers to advertise, blog, endorse, or sell on our behalf (making the Ambassadors and their employees Sponsored Endorsers).

This list is not exhaustive. It is not possible to predict every way an endorsement based on a material connection might take place, especially considering that social media platforms and habits are constantly evolving.  Check with your primary LF*GO! representative for any questions about whether certain behavior or actions has created or will create a material connection to LF*GO!.

In addition, if endorsements are made by virtual influencers they are covered by this Policy when they are used to promote our products, brands, or services. In such cases, we must ensure the public understands that: 

  • The communications from the virtual influencer are advertisements. 
  • The influencer is virtual and not real. 
  • The virtual influencer does not have the ability to try or test out a real product. 

Sponsored Endorsers Must Comply with Our Standards of Conduct

With respect to promotional statements or other claims made in social media about LF*GO! and its products, brands, and services, Sponsored Endorsers may only make statements that reflect their honest beliefs, opinions, or experiences. In addition, they must adhere to:

    • the posted guidelines and terms of use on any site, app, or platform on which they post content on behalf of or relating to LF*GO! and its products, the LF*GO! brand, and services; and
    • any additional guidelines provided by LF*GO! from time to time, such as product-specific program requirements.

Sponsored Endorsers must also refrain from creating fake followers or engagement on social media platforms, such as:

  • Buying followers.
  • Using bots to grow audience size by automating account creation, following, commenting, and liking.

Disclosing a Material Connection Clearly and Conspicuously

When posting about our products, the LF*GO! brand, and services, Sponsored Endorsers must disclose their material connection to us clearly and conspicuously. If a Sponsored Endorser has multiple material connections to us, the full extent should be disclosed. Sponsored Endorsers must communicate the material connection effectively so that consumers:

  • Can easily find it and read it.
  • Can easily understand it.
  • Obtain sufficient information from it to make a judgment about the credibility of the endorsement.

Consult Appendix A to this Policy for examples of language that successfully communicate a material connection and language that does not do so.

To ensure a disclosure is clear and conspicuous, appropriate consideration should be given to the limitations and nature of the platform being used. Sponsored Endorsers must:

  • Avoid burying the disclosure:
    • in a bio;
    • below the fold;
    • behind a “more” button or another link, like a “Legal” or “Disclosure” button; or
    • among a series of hashtags, other disclosures, or general copy.
  • Make online disclosures unavoidable to the viewer.
  • Make disclosures in the same format as the triggering claim (so if the claim is made both visually and verbally, the disclosure must be made in both formats too). 
  • Identify LF*GO! or the LF*GO! brand as the sponsor when it is unclear but material to consumers in a post that we are the sponsor.
  • Superimpose a material connection disclosure on images, including on Snapchat and Instagram Stories. The disclosure should be:
    • easy to notice and read in the time that followers have to look at the image; and
    • well-contrasted against the image.
  • In video posts, including podcasts: 
    • place the disclosure both within the video itself, and in the description of the video; and
    • display the disclosure long enough for a consumer to be able to read and understand it.
  • In Instagram posts, disclose a material connection before the “More” button and superimpose it on the image if a significant minority of viewers are likely to not see the disclosure in the description.
  • For a live stream, repeat the disclosure as needed to ensure that consumers see it or keep it posted throughout the live stream.
  • If the posts are part of an online chat or Tweets, or a similar thread, make the disclosure clearly in the first entry into the conversation thread, and then add to subsequent entries at 3-10 entry intervals depending on the media and the length of the thread.
  • Disclose the material connection even when just tagging our brand or product in a photo.
  • For a television, podcast, or radio talk show appearance, disclose the material connection verbally when promoting our products, brands, and services.

Sponsored Endorsers should avoid encouraging endorsements that use features that do not allow for clear and conspicuous disclosures, such as likes, Pins, or shares, if the absence of that disclosure is likely to be misleading.

If Sponsored Endorsers ask consumers to promote our products, the LF*GO! brand, and services on social media in exchange for the chance to win a prize, the official rules must require entrants to disclose the fact that the entrant's post is an entry into a contest or sweepstakes. Whether the products, brands, and services are promoted in a text, a hashtag, a photo, or a video, the entry post must include some clear and conspicuous indicator that the consumer has received an entry in a promotion in exchange for the post. For example, the official rules could require entrants to use a specific hashtag disclosing that the post is a sweepstakes or contest entry. Failure to make the disclosure must disqualify the entry.

A social media platform or app may have a required tool or feature for paid endorsements. Although these tools or features must be used to comply with the platform's rules, they should not be relied on alone to meet this Policy, or FTC, and other legal disclosure requirements.

When a Sponsored Endorser Fails to Comply with This Policy

LF*GO! or its designee may correct any failure to disclose a material connection or communication of any unsubstantiated claims by a Sponsored Endorser. If a LF*GO! agency or other third party manages or is otherwise involved with the Sponsored Endorser relationship, it must immediately alert LF*GO! to the issue and, in consultation with LF*GO!, if needed, require the Sponsored Endorser to immediately make a correction or post a correction on the Sponsored Endorser's post or page directly.  On occasion, it may be necessary to terminate the relationship with the Sponsored Endorser and/or withhold payments to the Sponsored Endorser for their services.

 

APPENDIX A

BEST PRACTICES FOR DISCLOSURE LANGUAGE

As stated in the Policy, Sponsored Endorsers are required to disclose material connections to LF*GO! and its products, the LF*GO! brand, and services. For certain campaigns, LF*GO! may require Sponsored Endorsers to use specific disclosure language. For other campaigns, listed below is sample disclosure language. Alternative but substantively comparable language may also be used where appropriate or when required by a government agency. LF*GO! prohibits certain hashtags and other disclosure practices specifically found by the FTC as insufficient. The goal for a material connection disclosure is to ensure it is readily seen and understood by consumers and accurately describes our relationship with the Sponsored Endorser.

Examples of statements about the material connection should identify the nature of the connection, such as:

  • For receipt of free products:
    • I received free [products/samples] from LF*GO!; 
    • LF*GO! sent me free [products/samples] to review; 
    • LF*GO! gave me this product to try; or
    • Thanks LF*GO! for the free [products/samples].
  • For paid Sponsored Endorsers:
    • Paid post by LF*GO!;
    • I was paid by LF*GO!; 
    • I was hired by LF*GO! to post about its [product name]; 
    • I have partnered with LF*GO! to promote its [product name]; or
    • I am a paid brand ambassador for LF*GO!.
  • For receipt of travel and accommodations:
    • LF*GO! paid for my travel and hotel to [sample its products/attend the launch of its new products].
  • For receipt of a prize to be given away in a sweepstakes or contest:
    • LF*GO! is providing the prize[s] for this program at no cost to me. This program is not administered or sponsored by LF*GO! or its Ambassadors, but solely by [SPONSORED ENDORSER NAME/WEBSITE].
  • For incentivized consumer reviews:
    • I received a [sweepstakes entry/discount/coupon/sample] for making this review.
    • I am part of LF*GO!'s program that gives me [free samples/coupons/discounts]; or
    • Reviewers on this page received a [sweepstakes entry/discount/coupon/sample] for making their reviews.
  • For other material connections (identify the name of the brand if it is unclear that LF*GO! is the sponsor):
    • “Advertisement”;
    • “Sponsored”;
    • “Paid ad”; or
    • “Ad:” (this would go at the beginning of the statement to indicate the statement is an ad).
  • For television, podcast, or radio talk show appearances where LF*GO! products, the LF*GO! brand, or services will be promoted, a Sponsored Endorser should verbally make the material connection to us known, such as stating: 
    • LF*GO! gave me this _____ (product or sample) _____;
    • I was paid by LF*GO! to…; or
    • I am working with LF*GO! to….

If using a hashtag to identify a material connection, use one with an unambiguous meaning, such as:

  • #ad.
  • #paid.
  • #sponsored.

Make sure the hashtag is not presented in a confusing way and it is readily understandable as identifying an ad. Note that the FTC has specifically stated that it prefers “Paid post by [brand]” over “#paidforby[brand]” because all the words running together in the latter could be hard for a viewer to understand.

Avoid ambiguous hashtags to identify material connections, such as:

  • #sp. 
  • #spon.
  • #thanks[name of brand]. 
  • #team[name of brand].
  • #ambassador.
  • #consultant.
  • #partner.
  • #adviser.
  • #collab.
  • #endorsement.
  • #gifted.

Additionally, if a Sponsored Endorser has posted a “Disclosure and Relationships Statement” section on their blog, website, profile page, or similar site, the statement should:

  • Fully disclose how the endorser is working with us. 
  • Disclose how the endorser works with other companies generally.
  • List any conflicts of interest that may affect the credibility of the sponsored or paid reviews.