Terms & Conditions

VZ Nutrition, LLC
BRAND AMBASSADOR MASTER AGREEMENT

LAST UPDATED:Dec 17, 2024

This Brand Ambassador Master Agreement (the “Agreement”) contains the complete terms and conditions that apply to participation in the VZ Nutrition, LLC Brand Ambassador Program (the “Program”). This Agreement is made and entered into by VZ Nutrition, LLC (“VZ Nutrition, LLC”) and you, the “Ambassador”. As used in this Agreement, "we," "us," and "our" means VZ Nutrition, LLC and "you," and "your," means the Ambassador.

This Agreement is a binding contract between you and us. BY EXECUTING A STATEMENT OF WORK AND ENROLLING IN THE PROGRAM, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF YOUR COMPANY, YOU REPRESENT AND WARRANT TO US THAT YOU HAVE THE AUTHORITY TO BIND YOUR COMPANY TO THIS AGREEMENT. If you are accepting this Agreement on behalf of your company, the terms “you”, “your”, and “Ambassador” when used will refer to your company.

Enrollment in the Program. To enroll in the Program, you and VZ Nutrition, LLC must execute a mutually agreeable Statement of Work.
Scope of Work. Upon enrollment in the Program, Ambassador agrees to perform endorsement and promotional services (the “Services”) to promote VZ Nutrition, LLC’s dietary supplement products (“Products”), including any previous work completed for these Products outlined in any applicable Statements of Work (“SOW”) signed by both parties, including creating and posting content on the specified social media platforms. The specific deliverables, including the type, frequency, and content requirements, are detailed in each Statement of Work. Ambassador agrees to render any and all Services to the best of his/her ability, in a professional manner, and pursuant to the brand guidelines and visual standards provided by VZ Nutrition, LLC and other reasonable instructions and good faith approval of VZ Nutrition, LLC in all respects (including without limitation with respect to date, time, and location).
Exclusivity. During the Term of this Agreement, Ambassador shall not enter into any agreement with any competing brand or promote any competing products that are the same or similar to VZ Nutrition, LLC's products without VZ Nutrition, LLC's prior written consent.
Deliverables. All materials created hereunder pursuant to Ambassador’s rendition of Services, whether now or previously for VZ Nutrition, LLC or its predecessor, specifically including any formulations or improvements to formulations, and any videos, photographs or quotes that mention or reference the Products (ly, the “Deliverables”) were and shall be created for and owned by VZ Nutrition, LLC on a “work for hire” basis. As such, Ambassador hereby conveys to VZ Nutrition, LLC its entire right, title, and interest, if any, in and to the Deliverables and all copyrights and other intellectual property rights in the Deliverables arising in any jurisdiction throughout the world in perpetuity, including all registration, renewal, and reversion rights, and the right to sue to enforce such rights against infringers. VZ Nutrition, LLC shall own all rights, title, and interest in and to the Deliverables created by Ambassador under this Agreement. Ambassador grants VZ Nutrition, LLC a perpetual, worldwide, royalty-free license to use, reproduce, distribute, and display the content for any purpose, including marketing and promotional activities. Ambassador may not use the content for any other purpose without VZ Nutrition, LLC's prior written consent. Ambassador shall not have any ownership rights in and to any such Deliverables at any time and may only use the Deliverables as required or permitted by VZ Nutrition, LLC pursuant to the terms hereof. In connection herewith, Ambassador agrees to execute any and all documents reasonably necessary to effectuate this agreement.
Creative Control. Ambassador shall have creative control over his/her rendition of the Services and creation of the Deliverables. Notwithstanding the foregoing, the following shall apply:
1. Ambassador shall follow any and all specific rules and directions set forth by VZ Nutrition, LLC in connection with all material aspects of the Services, including without limitation, timing, tone, subject matter, delivery dates, location, specifications and functionality, third party involvement (if any), materials or information which require incorporation in the Deliverables (i.e., photographs, disclaimers, etc.), length, and incorporation of specifically required information, including without limitation VZ Nutrition, LLC requirements to comply with FTC rules and regulations, it being understood that VZ Nutrition, LLC’s Influencer Standards of Conduct can be found at https://cdn.shopify.com/s/files/1/0291/6427/3757/files/Standards_of_Conduct_v1.2_2023-7-31.pdf?v=1690825338.
2. VZ Nutrition, LLC shall have good faith approval rights with respect to the Services rendered and the Deliverables created hereunder. To the extent that VZ Nutrition, LLC reasonably believes that Ambassador’s Services do not to meet VZ Nutrition, LLC’s expectations as contemplated for by this Agreement, VZ Nutrition, LLC agrees to provide Ambassador with a detailed description of such non-conformity so that Ambassador can make the necessary changes to ensure material compliance with VZ Nutrition, LLC’s specifications.
Compensation. Provided that Ambassador fully renders the Services and is not otherwise in breach or default hereunder, during the Term of this Agreement, VZ Nutrition, LLC agrees to pay Ambassador, as full and complete consideration for the Services, along with any and all rights granted and obligations committed tohereunder by Ambassador, as outlined in the applicable SOW(s).
Term; Termination.
1. Term. The term of this Agreement shall commence as of the Effective Date as defined in the first Statement of Work and continue for so long as there is an active Statement of Work, unless terminated sooner as provided for herein (the “Term”).
2. This Agreement shall automatically terminate six (6) months from the date the last active SOW expired. However, prior to termination of the Agreement, the Agreement shall automatically renew upon the execution of a new SOW by both parties, subject to any modifications or amendments agreed upon in writing by both parties.
  1. Termination for Cause. Notwithstanding anything set forth herein to the contrary, either party may immediately terminate this Agreement without further liability or obligation to the other party if: (A) the other party violates any applicable U.S. state or local law, rule, regulation, or ordinance (including without limitation any and all FTC regulations specifically addressing endorsement activity and/or other regulations addressing marketing and advertising activities in general); (B) the other party engages in behavior (at any time during the Term) that is considered to be patently offensive, immoral, or objectionable to reasonable members of society in general; or (C) the other party otherwise materially breaches any provision, warranty, or representation of this Agreement and, if curable, such material breach remains un-remedied for a period of seven (7) days following receipt of written notice thereof; (D) the other party becomes insolvent, makes a general assignment for the benefit of its creditors, suffers or permits the appointment of a receiver for its business, or becomes subject to any proceeding under bankruptcy laws or any other statute or laws relating to the insolvency or protection of the rights of creditors.
  2. Termination without Cause. Either party may terminate this Agreement, or any specific Statement of Work, without cause by providing the other party with twenty-one (21) days prior written notice.
  3. Effect of Termination. Upon termination of this Agreement for any reason, and subject to payment therefor, Ambassador shall deliver to VZ Nutrition, LLC all Deliverables (if and as finalized and approved in good faith by VZ Nutrition, LLC) relating to the Services then in Ambassador’s possession or control which were created on or before the effective date of termination. Ambassador shall also promptly deliver to or otherwise dispose of (as directed by VZ Nutrition, LLC) any and all materials and property belonging or relating to VZ Nutrition, LLC, including without limitation, all Confidential Information (as defined in Section 7 below), and all copies of the same, then in Ambassador’s possession, custody, or control, and shall certify in writing to VZ Nutrition, LLC that the same has been done. Additionally, following any termination hereunder for any reason, the provisions hereof that are intended by their very nature to survive any such termination shall so survive (including without limitation the indemnifications, representations and warranties, exclusivity requirements, and confidentiality provisions).
Confidentiality. Each party agrees to keep confidential any and all proprietary information relating to the other party’s business, including without limitation, information about contracts, fees, costs, profits, markets, product costing, sales, existing and potential customers, supplies, plans for future development, promotional methods, and any and all other information of a similar nature not generally made available to the public (individually and ly, “Confidential Information”). The term Confidential Information shall include the terms of this Agreement. Each party may use the Confidential Information of the other party exclusively for the purposes of satisfying its obligations hereunder. Each party shall use all commercially practicable efforts to safeguard the secrecy and confidentiality of the Confidential Information, and shall not disclose any of the Confidential Information to any third party (other than as required to fulfill its obligations hereunder), during the Term or thereafter, except: (i) information which was known by the recipient prior to the effective date of this Agreement without any obligation of confidentiality; (ii) information which is publicly available or which becomes publicly available through no fault of the recipient; (iii) information which is lawfully acquired from a third party without restriction on disclosure; (iv) information required to be disclosed pursuant to any statutory, regulatory, or judicial requirement, provided that the recipient gives the other party prior prompt written notice of such requirement to permit the other party to seek a protective order or other appropriate remedy; or (v) with the express prior written consent of the applicable party.
License, Publicity/Non-Disparagement.
1. License. With regard to any content or images that do not constitute Deliverables but that are part of the Deliverables or are used together therewith (such as Ambassador's name and likeness) (hereafter, "Content"),Ambassador hereby irrevocably permits, authorizes, and license VZ Nutrition, LLC and its affiliates, legal representatives, successors, licensees, agents, assigns and those acting on VZ Nutrition, LLC's behalf, to use, re-use, publish, and republish the Content, either separately or together and either in whole or in part along with all materials created by or in connection with the Services for any purpose whatsoever in connection with VZ Nutrition, LLC and its affiliates and their businesses, products, and services in perpetuity throughout the universe and in any medium, format, or platform now existing or hereafter created without further consent from or any royalty, payment, or other compensation to me. Ambassador specifically consents to the use of the Content with other images, text, graphics, film, audio, video and audiovisual works. Ambassador acknowledges and agrees that the Content may be altered or modified without any restrictions, whether by traditional photographic techniques or digitally, including retouching, creating composite, blurred, or distorted representations, and changing color, size, shape, perspective, context, foreground, or background.
2. Publicity. Subject to the terms hereof, VZ Nutrition, LLC shall have the right to use Ambassador’s name and/or likeness in connection with publicizing the Deliverables and/or Content created hereunder. Ambassador, however, may not use the name and/or logo (or other identifying marks) of the VZ Nutrition, LLC without VZ Nutrition, LLC’s prior written approval in each instance.
3. Non-Disparagement. Ambassador acknowledges and agrees that the primary reason that he/she is being engaged hereunder to render the Services is to promote the sale of the Products. Therefore, it shall be deemed a material breach hereof if Ambassador, at any time during the Term or thereafter, makes any disparaging, false, misleading, or otherwise defamatory comment(s) about VZ Nutrition, LLC, and/or its employees, agents, directors, officers, affiliates, products, and/or services.
Representations and Warranties. Each party represents and warrants to the other party that:
1. it has the right to enter into this Agreement and fulfill its obligations as set forth herein without violating any other agreement entered into with any third party;
2. it will comply with all applicable laws, rules, and regulations in existence applicable to its activities hereunder (including without limitation any and all FTC guidance in connection with advertising and endorsements); and
3. to the best of such party’s actual knowledge, any and all materials or information of any kind that it provides hereunder (whether or not incorporated in the Deliverables): (i) does not infringe upon any third party rights of any kind, including without limitation, any intellectual property rights, unfair competition, dilution, and/or publicity or privacy rights; and (ii) is true and accurate in all respects.
Disclaimer and Limitation of Liability; Indemnification. THE VZ Nutrition, LLC SITES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, VZ Nutrition, LLC AND ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, AND LICENSORS ("VZ Nutrition, LLC ENTITIES") DISCLAIM ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THOSE RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT AND THOSE ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VZ Nutrition, LLC OR THE VZ Nutrition, LLC ENTITIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING FOR THE INDIRECT LOSS OF PROFIT, REVENUE, OR DATA) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE VZ Nutrition, LLC SITES, OR THE PROGRAM, HOWEVER CAUSED, AND UNDER WHATEVER CAUSE OF ACTION OR THEORY OF LIABILITY BROUGHT (INCLUDING UNDER ANY CONTRACT, NEGLIGENCE, OR OTHER TORT THEORY OF LIABILITY) EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. VZ Nutrition, LLC'S AGGREGATE LIABILITY ARISING WITH RESPECT TO THESE TERMS SHALL NOT EXCEED THE TOTAL EARNINGS PAID TO YOU UNDER THIS AGREEMENT.

You agree to indemnify (and, at our option, defend) VZ Nutrition, LLC and the VZ Nutrition, LLC Entities from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including, without limitation, reasonable attorney's fees and legal costs) of any kind or nature, arising from or relating to (i) any actual or alleged breach of this Agreement by you or anyone using your Program profile, (ii) the development, operation, maintenance, and contents of the Services, the Deliverables, or the Content; (iii) your failure or alleged failure to comply with any applicable laws, (iv) any other information, materials, or data provided by you; or (v) any actual or alleged negligent act or omissions by you in connection with the Program. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. If we do assume the defense of such a matter, you will reasonably cooperate with us in such defense.
Independent Contractor. Ambassador’s rendition of Services hereunder for VZ Nutrition, LLC is in his or her capacity as an independent contractor. Accordingly, nothing contained in this Agreement shall be construed as establishing an employer/employee, a partnership, or a joint venture relationship between the parties. As such, Ambassador shall not have the right to bind VZ Nutrition, LLC to any commitment or obligation of any kind, and any such attempted commitment shall be deemed null and void.
Governing Law. This Agreement shall be governed in accordance with the laws of the State of Utah without regard to its conflict of laws principles. All disputes under this Agreement shall be resolved by litigation in the courts of the State of Utah including the federal courts therein and the parties hereto consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.
Severability. If any term or provision of this Agreement shall be adjudicated by a court of competent jurisdiction or arbitrator to be invalid, prohibited, or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited, or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
Assignment. Ambassador shall not assign or otherwise transfer this Agreement and/or the Services to be rendered hereunder, in whole or in part, without the prior written consent of VZ Nutrition, LLC in each instance.
Waiver. By an instrument in writing similarly executed (and not by any other means), either party may waive compliance by the other party with any provision of this Agreement that such other party was or is obligated to comply with or perform; provided, however, that such waiver shall not operate as a waiver of, or estoppel with respect to, any other or subsequent failure. No failure to exercise and no delay in exercising any right, remedy, or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, or power hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, or power provided herein or by law or in equity. To be effective, any written waiver must specifically refer to the condition(s) or provision(s) of this Agreement being waived.
Changes to this Agreement. From time to time, we may amend this Agreement. If we amend this Agreement, we will give you notice by posting the revised Agreement on the VZ Nutrition, LLC Sites or on the Platform. Those changes will go into effect as of the "Last Updated" date outlined in the revised Agreement. IF ANY CHANGE IS NOT ACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. By continuing to participate in the Program, you unconditionally consent and agree to the revised Agreement.
Entire Agreement. THIS AGREEMENT ALONG WITH ANY APPLICABLE STATEMENT OF WORK IS THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO ITS SUBJECT MATTER AND SUPERSEDES ANY PRIOR AGREEMENT OR COMMUNICATIONS BETWEEN THE PARTIES, WHETHER WRITTEN OR ORAL RELATING HERETO. No representation, inducement, or promise has been made or relied upon by either party, unless expressly set forth in this Agreement.