Subtle Ambassador Terms
Subtle Ambassador Terms
These Subtle Ambassador Terms (the "Terms") govern all brand ambassador engagements between Thix Snax, Corp d/b/a Subtle Snacks, a Delaware corporation ("Subtle"), and the individual identified as Ambassador in an executed Deal Memo ("Ambassador").
1. Structure and Incorporation
1.1 Each engagement is documented by a deal memo executed by both parties (a "Deal Memo"), which incorporates these Terms by reference. The Deal Memo and these Terms together constitute the "Agreement" for that engagement.
1.2 The Deal Memo sets the commercial terms of the engagement, including the term, deliverables, deadlines, fee, credentials and affiliations to be used, approval contact, and exclusivity scope. These Terms govern the parties' rights, obligations, and allocation of risk. Capitalized terms not defined in these Terms have the meaning given in the Deal Memo. The period stated in the Deal Memo is the "Term."
1.3 In the event of a conflict, the Deal Memo controls.
1.4 Version control. Each Deal Memo identifies the version of these Terms in effect on its execution date, and that version governs that engagement for its duration. Subtle may amend these Terms prospectively; no amendment applies to any Deal Memo executed before its effective date.
1.5 Each Deal Memo identifies which terms govern it. Where a Deal Memo states that both these Terms and the Subtle Creator Terms apply, these Terms control as to name, image, likeness, credentials, attribution, and approval, and the Subtle Creator Terms control as to ownership of content, production standards, and delivery. Neither set of terms is incorporated into the other except as stated in the Deal Memo.
1.6 By executing a Deal Memo, Ambassador agrees to these Terms.
2. Independent Contractor
Ambassador is an independent contractor. Nothing in the Agreement creates an employment, partnership, joint venture, or agency relationship, or entitles Ambassador to any benefit afforded to Subtle employees.
3. Supporting Materials
Unless the Deal Memo provides otherwise, Ambassador shall furnish, in support of the deliverables specified in the Deal Memo: (a) reasonable photography, headshots, and raw exports (.jpg, .png, .mp4, or .mov); and (b) an approved short-form biography and description of Ambassador's background, credentials, or affiliations. Where the Deal Memo requires Ambassador to deliver content concepts, recipes, routines, methods, or tips, Subtle may develop, adapt, and publish them under Ambassador's name and the credentials or affiliations identified in the Deal Memo, subject to Section 5.
4. License
4.1 Subject to Section 5, Ambassador grants Subtle a non-exclusive, worldwide, royalty-free license, for the Term only, to use, reproduce, modify, adapt, distribute, display, and publish Ambassador's name, image, likeness, voice, signature, biography, quotes, testimonials, professional title, degrees, credentials, and organizational affiliations, together with the deliverables and supporting materials described in the Deal Memo and Section 3 (collectively, the "Ambassador Materials"), in all media and channels now known or hereafter developed, including paid advertising, social media, email, websites and e-commerce, packaging, point of sale, retail, print, public relations, and broadcast. Subtle may sublicense these rights to its agencies, retail partners, distributors, and resellers.
4.2 Subtle may create derivative works from the Ambassador Materials, including edits, cutdowns, and reformatted versions, provided such works remain subject to Section 5 and do not materially alter the substance or meaning of any statement attributed to Ambassador.
4.3 Ambassador retains all right, title, and interest in and to Ambassador's name, image, likeness, credentials, and personal accounts, which are licensed and not assigned.
4.4 Subtle has no obligation to publish, distribute, or otherwise exploit any Ambassador Materials.
4.5 Where the Deal Memo requires Ambassador to publish a post, Ambassador shall submit it to Subtle for review prior to publication and shall not delete, archive, or restrict it during the Term without Subtle's prior written consent. Ambassador is under no obligation to remove such post following expiration of the Term.
5. Approval
5.1 Ambassador shall have the right to approve each use of the Ambassador Materials prior to publication. Subtle shall submit each proposed use by email to the address specified in the Deal Memo.
5.1.1 Approval may be given at the level of a master asset or campaign. Once a master asset is approved or deemed approved, Subtle may without further approval produce and publish crops, resizes, cutdowns, format variants, captions, retailer placements, and other non-substantive derivations of that asset. Approval is required only for a new or materially altered claim attributed to Ambassador, a material edit to the substance of an approved statement, or use in a materially different context.
5.2 Ambassador shall approve or reject each submission in writing within two (2) business days of receipt, unless the Deal Memo specifies a different period. A submission sent after 5:00 p.m. Eastern Time is deemed received on the next business day. If Ambassador does not respond within the applicable period, the submission is deemed approved and Subtle may proceed.
5.3 Approval shall not be unreasonably withheld, conditioned, or delayed. Each rejection shall state the specific basis for rejection so that Subtle may revise and resubmit.
5.4 Once a use is approved or deemed approved, Subtle may continue to run, repurpose, and reformat that asset for the remainder of the Term without further approval, provided the substance of any statement attributed to Ambassador is not materially altered.
5.5 Ambassador may withdraw approval of a specific asset only where continued use would be false, misleading, unlawful, or in violation of a professional, licensing, or organizational obligation of Ambassador, in which case Subtle shall cease use of that asset as promptly as commercially practicable.
6. Attribution
6.1 Subtle shall identify Ambassador by the full name and by any credentials, titles, or affiliations specified in the Deal Memo. Where a shortened form is used, the full attribution shall appear at least once in the same asset.
6.2 Where the Deal Memo specifies credentials and Subtle uses Ambassador's title, such credentials shall appear with substantially equal prominence and in the same visual field, and shall not be relegated to a footnote, disclaimer block, or separate page.
6.3 Subtle shall not state or imply that Ambassador holds any degree, license, certification, title, ranking, team or organizational affiliation, or professional standing that Ambassador does not hold, or that Ambassador provides medical, clinical, or other professional services that Ambassador does not provide.
6.4 For the avoidance of doubt, and subject to Section 5, the license in Section 4 includes: (a) statements that Ambassador personally uses Subtle products; (b) recipes, meal ideas, routines, methods, and other recommendations of Ambassador in which Subtle products appear alongside other foods or ingredients; and (c) attribution of the foregoing to Ambassador by name and by any credentials or affiliations specified in the Deal Memo.
7. Advertising Compliance
7.1 Ambassador shall comply with the FTC Endorsement Guides and shall disclose Ambassador's material connection to Subtle in all content created under the Agreement. Each disclosure shall be clear and conspicuous, difficult to miss, presented within the endorsement itself, and made using the language and placement specified in Subtle's written disclosure instructions. Use of a platform disclosure tool does not satisfy this Section on its own. Upon Subtle's request, Ambassador shall promptly correct, amend, or remove any content or disclosure that Subtle reasonably determines does not comply with this Section 7 or with applicable law.
7.2 All statements attributed to Ambassador shall reflect Ambassador's honest, independent, good-faith opinion, shall be based on actual use of and experience with Subtle products, and shall be substantiated to the extent required by law.
7.3 Neither party shall state or imply, and Subtle shall not attribute to Ambassador, that any Subtle product will diagnose, treat, cure, mitigate, or prevent any disease.
7.4 Content created under the Agreement constitutes general information and does not constitute medical, nutritional, training, or other individualized advice. No professional relationship of any kind is created between Ambassador and any consumer by reason of such content. Subtle shall include a disclaimer to this effect where reasonably appropriate.
7.5 Nothing in the Agreement requires Ambassador to make a statement Ambassador believes to be inaccurate or inconsistent with any obligation Ambassador owes to a third party.
8. Third-Party Obligations
8.1 Where Ambassador holds a license, certification, or credential, Ambassador shall comply with the code of ethics and rules of the issuing body, and Subtle shall not require otherwise.
8.2 Where Ambassador is subject to the rules of a team, league, school, governing body, union, agency, collective, or existing sponsor that govern endorsements, Ambassador is solely responsible for obtaining all approvals and making all disclosures such rules require prior to execution. Ambassador shall disclose to Subtle in advance any restriction arising from such rules, including restrictions relating to category conflicts, uniform or logo use, competition periods, or ingredient and supplement standards.
8.3 Ambassador shall notify Subtle promptly of any change during the Term to Ambassador's credentials, licensure, or affiliations that affects the Agreement.
9. Third-Party Materials
All deliverables shall be original to Ambassador. Ambassador shall obtain, prior to delivery, all rights, licenses, consents, and releases necessary for any third-party material incorporated into the deliverables, including music, footage, artwork, trademarks, and the name, voice, image, or likeness of any person.
10. Ownership
All content produced by or for Subtle under the Agreement, including edits, adaptations, and derivative works incorporating the Ambassador Materials, is owned by Subtle in perpetuity. Subtle's ownership survives expiration or termination of the Term. Subtle's right to publicly use or exploit any such content to the extent it embodies Ambassador Materials is limited by Sections 4, 5, and 11; ownership of the underlying asset is not. Ambassador may use such content in Ambassador's portfolio and on Ambassador's own channels for self-promotional purposes, provided such use does not state or imply any continuing endorsement or partnership beyond the Term.
11. Expiration of Rights
11.1 The license granted in Section 4 terminates automatically upon expiration or termination of the Term. Within fifteen (15) business days thereafter, Subtle shall cease all new use of the Ambassador Materials, discontinue all paid media featuring the Ambassador Materials, and remove the Ambassador Materials from Subtle's owned and operated channels, including its website, e-commerce pages, and social media profiles.
11.2 The foregoing shall not require Subtle to: (a) recall, destroy, or halt the sale of packaging, printed collateral, or retail materials manufactured or shipped as of the expiration date, provided Subtle ceases production of new such materials and does not manufacture or transfer inventory principally for the purpose of extending the use of the Ambassador Materials beyond the Term; (b) remove or alter content published by third parties, resellers, press, or users outside Subtle's reasonable control; (c) delete archival, internal, or legal-compliance copies not used for public marketing; or (d) require Ambassador to remove any post made under Section 4.5 from Ambassador's own accounts.
11.3 Subtle shall use commercially reasonable efforts to complete the wind-down as promptly as practicable. This Section 11 survives expiration or termination.
12. Payment Administration
Payment shall be made by ACH. Ambassador shall deliver a completed IRS Form W-9 prior to payment. Ambassador is solely responsible for all taxes arising from amounts paid under the Agreement, and Subtle shall make no withholdings. The fee stated in the Deal Memo constitutes full and complete consideration for all deliverables, rights, and licenses granted under the Agreement. No additional fee, royalty, usage fee, residual, or performance bonus is owed unless expressly provided in the Deal Memo.
13. Exclusivity
Ambassador shall observe the exclusivity restrictions stated in the Deal Memo. Absent an express provision, no exclusivity applies. Ambassador shall notify Subtle in advance of any engagement Ambassador reasonably believes may fall within a restriction.
14. Confidentiality
Each party shall hold in confidence all non-public information disclosed by the other, including product details, formulations, launch timelines, pricing, strategies, briefs, and performance data, and shall not disclose or use such information outside the scope of the Agreement. This Section survives for two (2) years following expiration or termination.
15. Conduct and Termination
15.1 Neither party shall engage in conduct that is illegal or reasonably likely to bring the other party into public disrepute. Either party may terminate immediately upon written notice in the event of such conduct by the other.
15.2 Either party may terminate upon thirty (30) days' written notice. Either party may terminate immediately upon written notice if the other materially breaches and fails to cure within ten (10) days of notice.
15.3 If Subtle terminates for convenience after Ambassador has delivered all Deal Memo deliverables, the fee is deemed fully earned and non-refundable.
15.4 If Ambassador terminates for convenience, or if Subtle terminates for Ambassador's uncured material breach, in either case before all deliverables have been delivered and approved, Ambassador shall refund a pro rata portion of the fee based on the portion of the Term remaining.
15.5 Upon any termination, Section 11 governs the disposition of rights. Termination does not affect any right or obligation accrued prior to termination.
16. Representations and Warranties
Ambassador represents and warrants that: (a) Ambassador has full authority to enter into the Agreement and performance will not breach any other agreement or obligation; (b) Ambassador holds all credentials, titles, and affiliations identified in the Deal Memo in good standing; (c) all deliverables are original to Ambassador and do not and will not infringe or misappropriate any third-party right; (d) Ambassador has obtained all rights and releases required under Section 9; and (e) Ambassador has obtained all approvals required under Section 8.2. Subtle represents and warrants that it has full authority to enter into the Agreement.
17. Indemnification
17.1 Ambassador shall defend, indemnify, and hold harmless Subtle and its officers, directors, employees, agents, and affiliates from and against any claim, demand, loss, liability, damage, cost, and expense, including reasonable attorneys' fees, arising out of or relating to (a) Ambassador's breach of the Agreement or of any representation or warranty herein, (b) any allegation that the deliverables infringe or misappropriate a third-party right, (c) Ambassador's failure to comply with the FTC Endorsement Guides, any applicable law, or any obligation described in Section 8, or (d) Ambassador's gross negligence or willful misconduct.
17.2 Subtle shall defend, indemnify, and hold harmless Ambassador from and against any third-party claim arising out of Subtle's use of the Ambassador Materials in a manner approved or deemed approved under Section 5, except to the extent such claim arises from Ambassador's breach or misrepresentation.
17.3 Procedure. The party seeking indemnification shall give the indemnifying party prompt written notice of the claim, provided that a delay in notice relieves the indemnifying party only to the extent it is actually prejudiced. The indemnifying party shall have the right to control the defense with counsel of its choosing, and the indemnified party shall cooperate at the indemnifying party's expense. Neither party shall settle any claim in a manner that imposes liability, an admission of wrongdoing, or a non-monetary obligation on the other without that party's prior written consent, not to be unreasonably withheld.
18. Limitation of Liability
18.1 Except with respect to Ambassador's obligations under Sections 9, 14, and 17.1, neither party shall be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, revenue, or goodwill, arising out of or relating to the Agreement, regardless of the theory of liability and even if advised of the possibility of such damages.
18.2 Subtle's aggregate liability arising out of or relating to the Agreement shall not exceed the total fees paid or payable to Ambassador under the applicable Deal Memo.
19. General
19.1 Governing law and venue. The Agreement is governed by the laws of the State of Delaware without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in Delaware. EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY.
19.2 Amendment; renewal. No amendment, extension, or renewal is effective unless in writing and signed by both parties. Nothing renews automatically.
19.3 Assignment. Neither party may assign the Agreement without the other's prior written consent, except that Subtle may assign to a successor in connection with a merger, reorganization, or sale of all or substantially all of its assets.
19.4 Force majeure. Neither party is liable for any delay or failure to perform, other than a payment obligation, caused by events beyond its reasonable control.
19.5 Notices. All notices shall be in writing and delivered by email to the addresses set forth in the Deal Memo.
19.6 Electronic execution. A Deal Memo may be executed electronically and in counterparts, each of which is deemed an original. The parties consent to the use of electronic records and signatures.
19.7 Severability. If any provision is held unenforceable, it shall be modified to the minimum extent necessary and the remainder shall continue in full force.
19.8 Entire agreement. The Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior discussions and understandings.
19.9 Survival. Sections 4.3, 7, 9, 10, 11, 12, 14, 16, 17, 18, and 19 survive expiration or termination.
Subtle Ambassador Terms v1.0 — Thix Snax, Corp d/b/a Subtle Snacks. These terms are incorporated by reference into each executed Deal Memo. Prior versions are retained and available on request.