Effective Date of Current Policy: May 1st, 2024.

Please read these brand ambassador and affiliate terms and conditions very carefully before accepting to become a Thirdzy brand ambassador.

By accepting these terms (as further defined herein), you expressly agree to be bound by, and strictly adhere to, all of the terms and conditions of this brand ambassador agreement between yourself (on behalf of yourself or the business that you represent) and Stalworth Inc dba Thirdzy. (“Thirdzy”). 

These terms will govern your relationship with Thirdzy and your participation in the Thirdzy brand ambassador and affiliate program (or the “program”). 

If you do not agree or do not understand any of the terms and conditions contained herein, please do not accept the terms. 

If at any time you no longer wish to be bound by these terms, you must immediately provide written notice to Thirdzy.  

As used in these terms, “Affiliate”, “you” or “your” shall mean the individual who wishes to be a brand ambassador or affiliate partner for Thirdzy, and his/her employees, agents, business affiliates, and permitted successors and assigns. 

As used in these terms, “Company” shall mean Stalworth Inc dba Thirdzy and their employees, agents, business affiliates, and permitted successors and assigns. 

Affiliate and Company may be referred to hereinafter individually as a “party” or collectively as the “parties”.

ELIGIBILITY

To become a Thirdzy brand Affiliate, you must meet the following eligibility criteria:

You have read, understand, and agree to be bound by the Terms;

You are eighteen (18) years of age or older;

You have read all Product warning labels and guidelines;

You have no medical condition that prevents you from using any of the Products;

You maintain and actively use your own personal and/or authorized business account on at least one form of social media, including Instagram, Facebook, TikTok, and YouTube, which have been approved by Company (collectively, “Approved Media”). Your accounts on Approved Media are referred to as “Accounts”;

You are in good standing with the Federal Trade Commission (the “FTC”); and

You are in compliance with all FTC guidelines, including but not limited to the FTC’s Guides Concerning the Use of Endorsements and Testimonials in Advertising (“FTC Guides”) and the terms and conditions of these Terms.

Company reserves the unconditional right to accept or deny any brand Affiliate who applies to be a Company brand Affiliate.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF AFFILIATE

Affiliate represents and warrants that:

• Affiliate has the power and authority to enter into these Terms;

• Affiliate is not a party to any agreement or subject to any law that restricts Affiliate’s performance of Affiliate’s obligations hereunder;

• Affiliate possesses all legal authorizations, permits and licenses necessary for the conduct of Affiliate’s obligations hereunder;

• Affiliate has the right to assign the Content (as defined herein) to Company, as further set forth herein and, the Content will be original and does not and will not infringe upon any copyright, patent, trademark, right of publicity or privacy, or any other proprietary or other right of any person; and

• Affiliate covenants and agrees as further provided herein, to market, promote and sell the Products in compliance with all applicable laws, regulations, rules, administrative guidelines, policies, codes, orders and ordinances.

RECITALS

WHEREAS, Company wishes to advertise certain products;

WHEREAS, Affiliate's social media reach and/or gym location is valuable for the advertising and sale of such products;

WHEREAS, the Parties desire to enter into an agreement whereby the Affiliate will promote and sell Company's products as described below;

WHEREAS, the Parties wish to establish a written document between them covering the terms and conditions of their agreement;

NOW, therefore, in consideration of the promises and covenants contained herein, as well as other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the Parties hereby agree as follows:

ARTICLE 1 - AGREEMENT / MEMBERSHIP / RENEWAL AND TERMINATION

Within this Agreement, the Affiliate agrees to promote and sell the Company's products (the "Products") on Affiliate's social media account(s), and/or email list, and/or website, and/or gym location and through promotional materials directing to the Company’s website.

Affiliate agrees to the listed membership fee and promotion and sale of the Products in exchange for compensation, described further below.

Membership Fee and Duration

By accepting an invitation to join the Thirdzy Ambassador Program, you agree to pay an annual membership fee of $100. This fee is due upon acceptance into the program and must be paid in full before any benefits are conferred. The membership is valid for a period of one year from the date of purchase.

Ambassador Benefits

Upon successful enrollment and payment of the membership fee, you will receive an Ambassador Kit which includes, but is not limited to:

• One Thirdzy t-shirt

• One 30-serving bag of Thirdzy product

• One travel pack

• One pair of Thirdzy branded performance socks

• One Thirdzy velcro patch

As a Thirdzy Ambassador, you will also receive:

• An unlimited use 30% discount code for personal purchases

• The opportunity to earn free product each month, subject to the fulfillment of program requirements and performance metrics as determined by Thirdzy.

Renewal and Termination

Your membership in the Thirdzy Ambassador Program will automatically expire one year from the date of purchase. Renewal for subsequent terms will require payment of the then-current annual fee. Thirdzy reserves the right to modify the terms, benefits, and conditions of the Ambassador Program at any time with notice provided to members. Continued participation in the program constitutes acceptance of any such modifications.

Thirdzy may terminate your membership at any time if you violate these terms and conditions or any other policies of Thirdzy. Upon termination, all benefits will cease immediately, and you will not be entitled to a refund of any portion of the annual fee.

ARTICLE 2 - NO EMPLOYMENT RELATIONSHIP

Nothing contained within this Agreement shall be construed to form any partnership, joint venture, agency, franchise, or employment relationship. Affiliate is an independent contractor and will, at all times, act as such. Affiliate is responsible for Affiliate's own local, state, and federal tax liability, and no tax funds or other required payments, such as social security, will be withheld from any of Affiliate's compensation.

ARTICLE 3 - TERM & TERMINATION

This Agreement will proceed indefinitely.

This Agreement may be terminated by either Party upon notice in writing.

Company specifically reserves the right to terminate this Agreement if Affiliate violates any of the terms outlined herein, including, but not limited to, violating the intellectual property rights of the Company or a third party, failing to comply with applicable laws or other legal obligations, and/or publishing or distributing illegal material.

If this Agreement is terminated for Affiliate's breach, Affiliate forfeits all rights, including the right to any unclaimed commission.

At the termination of this Agreement, any provisions that would be expected to survive termination by their nature shall remain in full force and effect.

ARTICLE 4 - NON-EXCLUSIVITY

Nothing in this Agreement shall be deemed to create an exclusive relationship between Company and Affiliate. The Affiliate is free to work with other companies and Company may hire additional Affiliates.

ARTICLE 5 - NON-COMPETE

Affiliate agrees not to directly or indirectly compete with the businesses of The Company, during the term of this agreement and for a period of up to 1 month following termination of this Agreement and notwithstanding the cause or reason for the termination of this agreement. The period, defined within this non-compete, can be waived at the sole discretion of the Company upon the written request from the Affiliate and approved by an authorized representative of The Company, on a case by case basis.

The term “non-compete” as used herein shall mean that the Affiliate shall not own, manage, operate, consult with, officially represent, or be employed by or in a business that creates, produces or sells sleep related nutritional products or consumable products purporting to offer the same or similar benefits of better sleep, either in whole or in part.

ARTICLE 6 - PROMOTION AND SALE (AFFILIATE SERVICES)

Details of Affiliate’s Services under this contract are outlined below:

Social Media Promotion

Unless otherwise instructed by Company, subject to the terms of this Agreement, Affiliate shall endorse and promote the Company and its products by publishing text, graphics, images, photos, audio/visual materials, messages, posts, stories, or other content which includes Affiliate using the Company products and (collectively, “Social Media Content”) during the Term.

• All Posts and Stories should incorporate the brand tag @thirdzyhq. 

• Affiliate will follow @thirdzyhq on Instagram

• Affiliate will display their Link in at least 1 location that is easily viewable by their audience, such as their 'Link in Bio', 'LinkTree/ Link Pop', email footer, or website.

• Company has the right to use and redistribute Social Media Content that Affiliate publishes on Company-owned channels and market. 

Upon Company’s request, Affiliate shall promptly, but in any event no longer than three (3) hours, remove and/or delete any Social Media Content and take commercially reasonable steps to remediate the effect of such deleted/removed Social Media Content. Affiliate acknowledges and agrees that the decision to remove and/or delete any Social Media Content shall be within Company’s sole discretion.

Contests and Promotions

Affiliate is entitled to participate and promote on their social media, and/or website, and/or email list, and/or gym location any sweepstakes, contests, and special promotions the Company may offer. In addition, Affiliate will be entitled to earn commissions as set forth. Only offers and promotional tools provided explicitly by The Company for use by the Affiliate are valid. 

Promotion at Gyms and Physical Locations 

Affiliates who own or operate gyms or physical locations where they are authorized and able to promote the Company to potential customers may display a promotional poster or banner at their physical location. The promotional material will contain information about the Company’s product(s), the Affiliate’s unique promotional code, and/or a QR code that connects to the Company’s website. At their sole discretion, the Company will provide the promotional poster(s) or material(s) to the Affiliate for use at their physical location. 

ARTICLE 7 - COMPENSATION

COMMISSION

Affiliate's will be paid commission ("Commission") for the promotion and sale of Company's Products. Specifically, Affiliate will be paid as follows:

Company will provide Affiliate with a specific link or links which correspond to the Products for sale or and/or a promotional code or codes for Affiliate's audience to use when completing a purchase (collectively, the "Link"). The Link will be keyed to Affiliate's identity and will send online users to the Company's website or websites.

Each time a customer clicks through or uses the Link and completes a purchase of the Company's Product(s), the Affiliate will be eligible to receive commission as a percentage of the sale, not including taxes and shipping fees: 20% (twenty percent) for new customers and 10% (ten percent) for returning customers.

The use of the Link will be tracked via a browser or website cookie which carries with it a customer association based on a last touched attribution model. This means that the last cookie gets credit for the sale unless a prior association has been established with the customer. Any customer that makes a purchase within 30 days of using your Affiliate link will be associated to you, unless a prior association has been established with the customer. All uses of your Affiliate discount code will be attributed to you. 

ARTICLE 8 - PAYMENT

Affiliate will be asked to submit the email address associated with their PayPal account as the primary method of payment on their account in the program management dashboard.

Affiliate must notify the Company immediately of any changes to email address or account information.

Affiliate will be paid as follows:

Every month on the 15th for the previous month's sales.

ARTICLE 9 - DASHBOARD AND REPORTING

Company will provide the Affiliate with an invitation to the program management dashboard. 

The Affiliate is required to create an account and add their payment information in order to view reporting on their commissions and points, and to receive payments. 

Affiliate will be able to see the sales generated by their link and code, their commissions, and payouts in the dashboard. 

ARTICLE 11 - INTELLECTUAL PROPERTY

Affiliate and Company each agree that any intellectual property, including copyrights, trademarks, trade secrets, patents, and other intellectual property belonging to the respective Parties shall remain owned by the respective Parties. No transfer of ownership of intellectual property may take place under this Agreement.

Subject to the limitations listed below, each Party hereby grants the other a non-exclusive, non-transferable, revocable license to use their intellectual property solely and exclusively in conjunction with this Agreement. No Party may modify the other Party's intellectual property in any way. Specifically, Company grants Affiliate the license to use Company's brand name and, if applicable, logo, below:

Thirdzy

Either Party may revoke this license at any time, including if any misuse of intellectual property is found. This license will terminate at the expiration of this Agreement.

Unauthorized use of any Party's intellectual property shall be considered unlawful infringement and each Party reserves all rights, including the right to pursue an infringement suit in federal court.

ARTICLE 12 - COMMUNICATION

Affiliate agrees to maintain open communication with Company, including promptly responding to calls, messages, and emails. Affiliate shall respond to all communications no later than 48 hours after receipt.

ARTICLE 13 - COMPLIANCE

Affiliate warrants and agrees to maintain full compliance with all Federal Trade Commission (FTC) rules and regulations, as well as any other applicable laws. This includes tagging all posts with relevant hashtags, such as "#sponsored," "#ad," or "#advertisement," as well as, where applicable, including relevant disclosure statements and marking posts as "Paid Partnership With." Company recommends that Affiliate seek independent legal counsel to advise on specific compliance steps.

The FTC document for endorsement guidelines are accessible here: https://www.ftc.gov/tips-advice/business-center/guidance/ftcs-endorsement-guides-what-people-are-asking

In addition to the FTC Guidelines, Affiliates should observe the following criteria or “best practices” to ensure compliance and a positive working relationship when promoting the Company:

• Disclose affiliation with the Company when promoting the products and/or the Company on the Affiliate's website, social media accounts, or in other media formats.

• Include relevant Privacy Policies on sites where Affiliate is featuring or promoting content related to the Company.

• Include Terms of Service on sites where Affiliate is featuring or promoting content related to the Company.

• Affiliate should not SPAM email or social media accounts with promotional content.

• Affiliate should not misrepresent themself or their experience when promoting the Company's products.

• Affiliate should always be transparent, authentic, and respectful of their audience.

ARTICLE 14 - CONFIDENTIALITY

The Parties acknowledge and agree that Confidential Information, as defined below, may be exchanged in the course of the Parties' relationship. Each Party shall maintain the secrecy of the other Party's Confidential Information throughout the duration of this Agreement, as well as for a period of three (3) years after the termination of this Agreement. Confidential Information shall be defined as any information which is confidential and commercially valuable to the Party owner of that information. Confidential Information may be in the form of documents, techniques, methods, practices, tools, specifications, inventions, patents, trademarks, copyrights, equipment, algorithms, models, samples, software, drawings, sketches, plans, programs or other oral or written knowledge and/or secrets and may pertain to, but is not limited to, the fields of research and development, forecasting, marketing, personnel, customers, suppliers, intellectual property and/or finance or any other information which is confidential and commercially valuable. Confidential Information shall not mean any information which:

a) is known or available to the public at the time of disclosure or became known or available after disclosure through no fault of the non-owner Party;

b) is already known, through legal means, to the non-owner Party;

c) is given by the owner Party to third parties, other than the non-owner Party, without any restrictions;

d) is given to the non-owner Party by any third party who legally had the Confidential Information and the right to disclose it; or

e) is developed independently by the non-owner Party and the non-owner Party can show such independent development.

ARTICLE 15 - MODIFICATION & VARIATION

The Parties may modify the terms of this Agreement upon written notice. However, such modification is subject to acceptance by the non-modifying Party. If the non-modifying Party does not agree to the updated terms, that Party may terminate this Agreement. Upon termination, all commission earned but not paid to Affiliate will be due.

To the extent any part or sub-part of the modified Agreement is held ineffective or invalid by any court of law, the Parties' agree that the prior, effective version of this Agreement shall be considered enforceable and valid to the fullest extent.

ARTICLE 16 - INDEMNIFICATION

The Company agrees to protect, defend, indemnify, save and hold harmless Affiliate from and against any and all expenses, damages, claims, suits, actions, judgments, costs and expenses whatsoever (including reasonable attorney’s fees; both those incurred in connection with the defense or prosecution of the indemnifiable claim and those incurred in connection with the enforcement of this provision), caused by, resulting from or arising out of: (i) any material inaccuracy or misrepresentation by Company in this Agreement; (ii)  any material breach of this Agreement by Company; (iii) any actual or alleged breach by Company or any of its affiliates of statutory or regulatory obligation; (iv) any actual or alleged infringement by Company or any of its affiliates of the trademarks, copyrights, design rights, personal or proprietary rights of any third party; or (iv) the Company’s gross negligence or willful misconduct with respect to the promotion, advertising or marketing of the Company or its Products.

Affiliate agrees to protect, defend, indemnify, save and hold harmless Company, and its respective officers, directors, shareholders, members, employees, representatives, agents, successors, assigns and affiliates from and against any and all expenses, damages, claims, suits, actions, judgments, costs and expenses whatsoever (including reasonable attorney’s fees; both those incurred in connection with the defense or prosecution of the indemnifiable claim and those incurred in connection with the enforcement of this provision), caused by, resulting from or arising out of (i) any material inaccuracy or misrepresentation by Affiliate in this Agreement; or (ii) any material breach of this Agreement by Affiliate.

ARTICLE 17 - GENERAL PROVISIONS

a) LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.

b) ARBITRATION; GOVERNING LAW: This Agreement shall be governed by the laws of Ontario, Canada. In the event of any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or validity of it, this Agreement may be settled by binding arbitration in the relevant Ontario based court of arbitration.

c) ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by either Party.

d) SEVERABILITY: If any part or sub-part of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and sub-parts will be enforced to the maximum extent possible. In such condition, the remainder of this Agreement shall continue in full force.

e) NO WAIVER: In the event that any Party fails to enforce any provision of this Agreement, this shall not constitute a waiver of any future enforcement of that provision or of any other provision. Waiver of any part or sub-part of this Agreement will not constitute a waiver of any other part or sub-part.

f) HEADINGS FOR CONVENIENCE ONLY: Headings of parts and sub-parts under this Agreement are for convenience and organization, only. Headings shall not affect the meaning of any provisions of this Agreement.

g) FORCE MAJEURE: The Parties are not liable for any failure to perform due to causes beyond their reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.

h) ELECTRONIC COMMUNICATIONS PERMITTED: Electronic communications are permitted to both Parties under this Agreement, including email or fax.