Ambassador Agreement

The parties to this Agreement are Company and the Ambassador. Company is organized under the laws of the State of Tennessee (EIN 42-3090823). The Ambassador is the individual athlete who accepts this Agreement through the Logan Brands portal.

This Agreement takes effect as to the Ambassador on the date the Ambassador accepts it (the "Effective Date") and remains in effect until terminated under Section 10. The version date shown above identifies the form of this Agreement currently in use.

Ambassador. The individual who accepts this Agreement and is approved by Company to participate in the Ambassador program.

Referral Link. The unique web link Company assigns to the Ambassador for the purpose of referring potential Clients to Company.

Referral. A person who opens or uses the Ambassador's Referral Link.

Qualifying Referral. A Referral that meets all of the following conditions: (a) the person uses the Ambassador's Referral Link; (b) the person creates an account with Company; and (c) the person becomes a paid Client by completing checkout for a paid Company subscription or product. A Referral does not become a Qualifying Referral, and any associated amount is not earned, if the referred person cancels before payment clears, charges back the payment, is refunded, is the Ambassador or an immediate family member of the Ambassador, or signs up fraudulently or through self-referral. Company determines in good faith whether a Referral is a Qualifying Referral.

Client. A person who has an account with Company and has completed checkout for a paid Company subscription or product.

Confidential Information. Non-public information disclosed by Company to the Ambassador, or that the Ambassador learns through the program, including pricing not published to the public, unreleased features, business and marketing plans, referral and payout data of other participants, athlete data, and any information a reasonable person would understand to be confidential. Confidential Information does not include information that is or becomes public through no fault of the Ambassador, that the Ambassador already lawfully possessed, or that the Ambassador independently developed without using Company's information.

Marks. Company's names, logos, trademarks, service marks, trade dress, and other brand assets that Company makes available to the Ambassador for use in the program.

Company grants the Ambassador a personal, non-exclusive, non-transferable, revocable right to participate in the Ambassador program during the term of this Agreement, on the terms set out here. Company may approve, decline, or end Ambassador status at its discretion. The Ambassador may participate only as an individual and may not enroll or act on behalf of any other person.

Participation is optional and additive. It does not change the Ambassador's separate athlete account, site, or subscription with Company, which remain governed by the Terms of Service.

While participating in the program, the Ambassador agrees to do all of the following:

• Promote Company honestly and accurately, and only in a manner consistent with this Agreement.
• Make no false, misleading, or unauthorized claims about Company, its services, its athletes, or any results. Do not promise outcomes Company does not promise, and do not state or imply guarantees of income, sponsorship, audience, or other results.
• Comply with all Federal Trade Commission endorsement and disclosure requirements. The Ambassador must clearly and conspicuously disclose the paid or incentivized relationship with Company whenever promoting Company on social media or other public channels, using a disclosure a reasonable person would notice and understand (for example, "#ad" or "paid referral").
• Comply with all name, image, and likeness rules that apply to the Ambassador, including the rules of the Ambassador's institution and athletic conference, and any applicable NCAA, NAIA, NFHS, or other governing-body rules. When in doubt, the Ambassador will consult their compliance office before promoting.
• Refrain from spam, deceptive practices, paid search bidding on Company trademarks, cookie stuffing, and any artificial means of inflating Referral counts.
• Refrain from referring themselves or immediate family members, and from using multiple or fake accounts to generate Referrals.

A violation of this Section is a material breach of this Agreement.

The Ambassador may share their Referral Link and promote Company through the Ambassador's own social media accounts, website, messaging, email to people who have agreed to hear from the Ambassador, and other lawful channels, using truthful statements and Company-provided materials.

The Ambassador may not: send unsolicited bulk messages or other spam; bid on, or register, domain names or paid search keywords containing Company's Marks or confusingly similar terms; place the Referral Link on coupon, deal, or incentive sites in a manner that overwrites another person's referral attribution (cookie stuffing); use bots, scripts, or automated means to generate Referrals or clicks; impersonate Company or any other person; post on behalf of Company or present themselves as Company's employee, agent, or spokesperson; or promote Company in connection with content that is unlawful, defamatory, harassing, sexually explicit, or that infringes a third party's rights. Company may require the Ambassador to remove or correct any promotion that violates this Agreement, and the Ambassador will do so promptly.

Company grants the Ambassador a limited, non-exclusive, non-transferable, revocable license to use the Marks solely to promote Company as an Ambassador during the term, and only in the form Company provides or approves. The Ambassador may not alter, modify, or create derivative versions of the Marks, may not use the Marks in a way that implies Company's endorsement of the Ambassador's other activities, and may not use the Marks in any business name, domain name, or social media handle.

All goodwill from use of the Marks belongs to Company. Company owns the Marks and all related intellectual property, and nothing in this Agreement transfers any ownership to the Ambassador. The license ends immediately on termination of this Agreement, and the Ambassador will stop using the Marks at that time.

The Ambassador is an independent contractor. Nothing in this Agreement creates an employment, agency, partnership, joint venture, or franchise relationship between the Ambassador and Company. The Ambassador has no authority to bind Company, to make commitments for Company, to collect money on Company's behalf, or to otherwise act for Company. The Ambassador is responsible for the manner and means of their own promotional activity and for their own expenses, and is not entitled to any employee benefits.

The Ambassador will keep Confidential Information confidential, will use it only to participate in the program, and will not disclose it to any third party without Company's prior written consent. The Ambassador will protect Confidential Information with at least reasonable care. If the Ambassador is legally compelled to disclose Confidential Information, the Ambassador will, where lawful, give Company prompt notice so Company may seek protection. On termination, or on Company's request, the Ambassador will stop using and will return or destroy Confidential Information in their possession. This Section survives termination of this Agreement.

Company will pay the Ambassador fifty United States dollars ($50.00) for each Qualifying Referral, as defined in Section 2. This is the Ambassador's sole compensation under this Agreement. No amount is earned for a Referral that is not a Qualifying Referral, and no amount is earned for clicks, account creations, or signups that do not result in a Qualifying Referral.

Payout schedule. Company issues payouts through Company's standard payout system. Company pays earned amounts monthly, on or about the fifteenth (15th) day of the month following the month in which a Referral became a Qualifying Referral, provided the Ambassador has supplied the payout and tax information Company reasonably requires. Company may set a reasonable minimum payout threshold and carry forward smaller balances to a later payout.

Clawback window. Each Qualifying Referral is subject to a thirty (30) day clawback window measured from the date the referred person becomes a paid Client. If, during that window, the referred person cancels with a refund, charges back, is refunded, or is otherwise found not to meet the definition of a Qualifying Referral, the associated amount is reversed. Company may deduct a reversed amount from amounts already paid or from future payouts, or may invoice the Ambassador for it.

Estimates in the portal. Any referral, click, conversion, or earnings figures shown in the Ambassador portal are estimates provided for the Ambassador's convenience. They do not determine the amount payable. The number of Qualifying Referrals and the amount actually payable are determined by Company in accordance with this Agreement.

Taxes. Company is not responsible for tax withholding on payouts. The Ambassador is solely responsible for reporting and paying all taxes on amounts the Ambassador receives, as required by applicable law. Company will issue a Form 1099-NEC or equivalent tax form when the Ambassador's earnings in a calendar year exceed the applicable Internal Revenue Service threshold. The Ambassador will provide a completed Form W-9 or other information Company reasonably requires before Company is obligated to issue a payout.

Audit and adjustment. Company may review Referral activity and may withhold, adjust, or reverse amounts that Company reasonably believes resulted from fraud, error, or a violation of this Agreement.

This Agreement begins on the Effective Date and continues until terminated. Either party may terminate this Agreement at any time, with or without cause, by notice to the other party, including through the portal or by email. Company may revoke the Ambassador's status and terminate this Agreement immediately on the Ambassador's breach of this Agreement.

On termination, the Ambassador's Referral Link stops accruing new Qualifying Referrals. Qualifying Referrals already earned before termination and outside the clawback window remain payable on the normal schedule. Qualifying Referrals still within the clawback window at termination remain subject to reversal under Section 9, and become payable only if they clear that window.

On termination, the Ambassador will stop promoting Company as an Ambassador, stop using the Marks and any Company-provided materials, and return or destroy Confidential Information and Company materials in their possession. Termination of this Agreement ends the Ambassador role and its features but does not by itself affect the Ambassador's separate athlete account, site, or subscription, which remain governed by the Terms of Service.

Sections 2, 6 (final paragraph, as to ownership and cessation of use), 7, 8, 9 (as to amounts earned, clawback, audit, and taxes), 11, 12, 13, 14, 15, 16, 17, and 18, and any other provision that by its nature should survive, survive termination.

The Ambassador represents and warrants that: (a) the Ambassador is at least eighteen (18) years old, or, if under eighteen, a parent or legal guardian has read and agreed to this Agreement on the Ambassador's behalf and consents to the Ambassador's participation; (b) the Ambassador has the right and authority to enter into this Agreement; (c) the Ambassador's participation does not violate any other agreement the Ambassador is bound by, including any school, team, conference, or institutional name, image, and likeness agreement, or any exclusivity or sponsorship commitment; and (d) the Ambassador will comply with all laws and rules that apply to the Ambassador's participation.

The Ambassador will defend, indemnify, and hold harmless Company and its members, officers, employees, contractors, and agents from and against any claims, damages, losses, liabilities, judgments, settlements, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to: (a) the Ambassador's breach of this Agreement; (b) the Ambassador's promotional activity, statements, or content; (c) the Ambassador's misconduct, false or misleading statements, or violation of any law or rule, including FTC, NIL, and tax rules; or (d) the Ambassador's violation of a third party's rights. Company may participate in the defense of any such matter with counsel of its choosing at its own expense, and the Ambassador will not settle any matter that imposes any obligation on Company without Company's prior written consent.

To the maximum extent permitted by law, Company will not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost or anticipated referral earnings, arising out of or relating to this Agreement, even if advised of the possibility of such damages. Company's total aggregate liability for all claims arising out of or relating to this Agreement will not exceed the total amount of compensation Company actually paid the Ambassador under this Agreement in the twelve (12) months before the event giving rise to the claim. Some jurisdictions do not allow certain of these limitations, and in those jurisdictions Company's liability is limited to the maximum extent permitted by law.

The Ambassador program, the Referral Link, the portal, and all related features and figures are provided "as is" and "as available," without warranties of any kind, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Company does not warrant that the program will be uninterrupted or error-free, that tracking or figures will be accurate or available at all times, or that the Ambassador will earn any particular amount or any amount at all.

The parties will first try to resolve any dispute informally by giving written notice and negotiating in good faith for thirty (30) days. If the dispute is not resolved, it will be settled by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration will be seated in Davidson County, Tennessee, before a single arbitrator, and judgment on the award may be entered in any court of competent jurisdiction. The arbitrator has authority to decide questions about the scope and enforceability of this arbitration provision.

Class action waiver. The parties will bring claims against each other only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding. The arbitrator may not consolidate the claims of more than one person and may not preside over any form of a class or representative proceeding. If this class action waiver is found unenforceable as to a particular claim, that claim, and only that claim, will proceed in court rather than in arbitration, and the remainder of this Section continues to apply.

Injunctive relief. Notwithstanding the above, either party may seek injunctive or other equitable relief in a court located in Davidson County, Tennessee, to protect its intellectual property or Confidential Information, and the parties consent to the jurisdiction of those courts for that purpose.

This Agreement, and any dispute arising out of or relating to it, is governed by the laws of the State of Tennessee, without regard to its conflict-of-laws principles.

Entire Agreement. This Agreement, together with the Terms of Service and Privacy Policy it incorporates, is the entire agreement between the parties regarding the Ambassador program and supersedes any prior agreements or understandings on that subject, whether written or oral.

Severability. If any provision of this Agreement is held invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions continue in full force.

No Waiver. A party's failure to enforce any provision is not a waiver of its right to enforce that provision later or any other provision.

Assignment. The Ambassador may not assign or transfer this Agreement, by operation of law or otherwise, without Company's prior written consent, and any attempt to do so is void. Company may assign or transfer this Agreement, including in connection with a merger, acquisition, sale of assets, financing, or by operation of law.

Modifications. Company may update this Agreement from time to time. When Company makes a material change, it will update the version date above and, where appropriate, ask the Ambassador to accept the updated Agreement. The Ambassador's continued participation in the program after an update takes effect constitutes acceptance of the updated Agreement.

Notices. Notices to Company must be sent by email to support@loganbrands.com, with any formal legal notice also sent by mail to Company's registered agent: Logan Brands LLC, c/o Northwest Registered Agent, 116 Agnes Rd Ste 200, Knoxville, TN 37919. Company may give notice to the Ambassador through the email address associated with the Ambassador's account, through the portal, or by posting in the program.

Electronic Acceptance. The Ambassador may accept this Agreement electronically. Electronic acceptance has the same legal effect as a handwritten signature.

Headings. Section headings are for convenience only and do not affect interpretation.

By clicking to accept this Agreement in the Logan Brands portal, the Ambassador acknowledges that they have read and understood this Agreement and agree to be bound by it. The Ambassador's electronic acceptance constitutes the Ambassador's signature.

At the time of acceptance, Company records the Ambassador's identity (including the full legal name on the Ambassador's account) and the date and time of acceptance. That recorded date is the date of the Ambassador's signature and the Effective Date of this Agreement for that Ambassador. The Ambassador agrees that this electronic record is admissible and sufficient evidence of the Ambassador's acceptance.

Logan Brands LLC · A Tennessee limited liability company · support@loganbrands.com