Inception Labs

Brand Ambassador Terms and Conditions

ATTENTION: If you are currently a Brand Ambassador for Inception Labs Limited (IL) or you are applying to become one, you are required to read and agree to these Brand Ambassador Terms and Conditions.


BY CLICKING “I AGREE,” you are entering into a legally binding contract with IL and are agreeing to be bound by these Brand Ambassador Terms and Conditions which will govern the relationship between you, as a participant in the Brand Ambassador Program (the “Program”), and IL.

IF YOU DO NOT AGREE TO THESE AMBASSADOR TERMS AND CONDITIONS DO NOT SUBMIT YOUR APPLICATION OR CONTINUE YOUR PARTICIPATION IN THE PROGRAM. In addition, if at any time you no longer wish to be bound by these Ambassador Terms and Conditions, you must immediately notify IL.

1. Definitions. The following terms will have the meanings specified below.

“Active” refers to a status indicator on the Portal used to indicate that (i) Ambassador has Successfully Completed two (2) or more Approved Activities in the past thirty (30) days; and (ii) has not been found to be out of compliance with any of the Ambassador Terms. “Active” status is also referred to as being in good standing.

“Applicable Laws” means all federal, state and local laws, rules and regulations applicable to an Ambassador’s participation in the Program and performance of Promotional Activities. Applicable Laws include but are not limited to ASA Guidelines.

“Ambassador” refers to a person who has been selected by IL, in its discretion through its online application process, to act as a promoter of the IL Products via an Approved Account.

“Ambassador Account(s)” refers to one or more accounts maintained by Ambassador on Approved Media. In order to be used for Promotional Activities in the Program, an Ambassador Account must first become an Approved Account. 

“Ambassador Content” refers to any expression of ideas in any form, including, without limitation, audiovisuals, photographs, videos, messages, written posts, replies, comments, images, text or graphics, whether or not such Ambassador Content specifically mentions IL or depicts any IL Product, which are submitted, uploaded or otherwise made available to IL on or through the Portal, OneDrive, WeTransfer or any other medium.

“Ambassador Terms” refers to these Brand Ambassador Terms and Conditions, together with any additional terms, policies and procedures posted by IL on the Portal or otherwise communicated to Ambassador by IL, as well as any instructions and product labels provided with any IL Products.

“Appearance” refers to attending a photo shoot, retail store sampling or other event at IL’s request for a specific period of time.

“Approved Account” refers to an Ambassador Account that is identified in Ambassador’s application to the Program, approved by IL as part of the application process and generally has 1,000 followers, unless an exception is made by IL in its discretion.

“Approved Activity” refers to the posting by Ambassador on an Approved Account of Ambassador Content which satisfies criteria or guidelines specified on the Portal as confirmed by IL.

“Approved Media” refers to social media outlets approved by IL for Approved Accounts, as the same may be updated by IL from time to time upon written notice to Ambassadors. The current list of Approved Media is as follows: Facebook, TikTok, Pinterest, Instagram, and YouTube. 

“Archive” refers to the action of removing certain Ambassador Content from Ambassador’s visible grid portrayed on an Approved Account.

“ASA Guidelines” means all rules and guidelines which include, without limitation, the Guides Governing Endorsements located at:

“Portal” refers to the web portal created and maintained by or on behalf of IL for the purpose of communicating with Ambassadors and managing Promotional Activities.

“Promotional Activities” refers, collectively, to posting Ambassador Content, attending Appearances, engaging in Approved Activities and otherwise advertising, marketing and promoting IL Products on an Approved Account.

“Spam” refers to any unsolicited message (such as an e-mail, direct message, text message, or Internet posting) posted or sent to a recipient in which the message is not necessarily personal or relevant to the recipient, and which may cause annoyance to the recipient.

“IL Products” refers to the supplements and other fitness-related products offered and sold by IL to consumers under its Inception Labs brand.

“Successfully Completed” is a status indicator in the Portal used to indicate that (i) Ambassador has uploaded Ambassador Content for an Approved Activity; and (ii) IL has confirmed that such Ambassador Content complies with the specified criteria or guidelines for such Approved Activity.

“You” or “your” refers to the individual who is currently an Ambassador for IL or is submitting an application to become an Ambassador through the online process, together with his or her agents, business affiliates, and permitted successors and assigns.

2. Program Scope. Upon your selection as an Ambassador by IL, you become an important part of the IL team. IL is relying upon you, and you agree, to actively promote the IL Products in Australia. You agree, at all times during your participation in the Program and performance of Promotional Activities to comply with all Ambassador Terms provided to you from time to time.

3. Application for Enrollment. To become an Ambassador, you (a real live person) must complete and submit the online application. You may not use any “bot” or other automated method to apply for or otherwise participate in the Program. All information included in your application must be true and correct, and it is your duty to notify IL if anything changes after you become an Ambassador, authorized to engage in Promotional Activities using an Approved Account. If you would like to use a new Ambassador Account or designate a second Approved Account, you will need to communicate in writing to IL reserves the right to accept or reject any application submitted for any or no reason.

4. Eligibility Criteria. You must satisfy the following eligibility criteria beginning on the date that you submit your application and continuing throughout your participation in the Program (the “Participation Term”). Upon request of IL at any time, you may be required to provide documentary evidence showing that you satisfy these criteria. If you are unable to produce such evidence, you may be terminated from the Program immediately. During the Participation Term, you represent, warrant and covenant to IL as follows:

a. You have read, understand, and agree to be bound by the Ambassador Terms.

b. You are 18 years of age or older.

c. You reside in the Australia or can provide evidence that your follower base is authentic and predominantly Australia-based.

d. You are free from any medical conditions and are otherwise cleared by your doctor to use the IL Products.

e. You maintain (at least one) Approved Account having no less than approximately 1,000 followers (or the equivalent as determined by IL), which is kept in public mode (except as authorized by IL) and used for Promotional Activities.

5. Compliance. During the Participation Term, you must comply with all Applicable Laws, all Ambassador Terms and any other terms and conditions applicable to your use of the Portal or the Approved Media for your Approved Accounts. For example, you must disclose that certain Ambassador Content you create for IL with the expectation of payment, whether such payment will take the form of IL Product or Commissions, is “sponsored.” In addition, your application and any forms or documents you provide to IL from time to time must be accurate and complete, and updated as needed to remain so.

6. Ambassador Portal. As an Ambassador you will be prompted to create a login for the Portal. IL makes no representations or warranties of any kind with respect to the Portal. IL further reserves the right to modify the Portal and/or designate a new influencer marketing platform in its discretion. You agree to log on to the Portal frequently (at least once per week and/ or more frequently as requested by IL) and to keep your information maintained on the Portal current, including, but not limited to, logging all of your Promotional Activities.

7. Promotional Activities.

a. General. As an Ambassador, you agree to use your best efforts to frequently engage in Promotional Activities on at least one Approved Account. All Promotional Activities must be conducted in a manner that is consistent with the authorized use for each IL Product as outlined on product labels and any marketing or promotional materials provided by IL from time to time. Promotional Activities include, without limitation, the following:

i. Posting Ambassador Content on Approved Accounts, whether or not as part of Approved Activities;

ii. Sharing and promoting your personal discount code for IL Products to encourage followers to purchase them;

iii. Communicating, networking and/or collaborating with social media influencers, IL’s social media followers and customers, and any other individuals requested by IL, to promote the IL Products as a tool to achieve certain health and fitness goals;

iv. Participating in educational and training programs upon request of IL; and

v. Attending Appearances upon request of IL.

b. Active Status; Approved Activities. From time to timeIL may post to the Portal a request for Ambassadors to engage in a specific Promotional Activity that must satisfy certain requirements to qualify as an Approved Activity. Once you have Successfully Completed an Approved Activity, as confirmed by IL in the Portal, you earn Points as described in Section 14(b). Only new Ambassador Content, that has not been used for any other Promotional Activity and does not contain any competing products, may be submitted for an Approved Activity. You may not Archive any Ambassador Content used for an Approved Activity for at least one (1) year following the posting. Failing to remain Active in the Program for a period of three (3) or more months during a calendar year may result in your termination from the Program.

8. Other Obligations. In order to remain in good standing in the Program, you must also comply with the following:

a. Keep your Approved Account public at all times (and notify IL before switching to private);

b. Add IL’s social media accounts as a friend/ follower to your Approved Account(s) (including, without limitation, @inceptionlabs Instagram account and other accounts as IL may add from time to time);

c. Promptly respond to all communications from IL personnel (in no event later than within 24 hours), whether in text, email, direct message, phone or any other form;

d. Advise IL personnel promptly of any changes to your Approved Account or other information previously submitted (whether in your application, through the Portal or otherwise); and

e. Read all labels on IL Products and use them only as directed.

Inform IL personnel IMMEDIATELY if you develop a medical condition that prevents you from using or promoting the IL Products and DO NOT USE them.

9. Use of Ambassador Content. You agree that IL may post, re-post, upload and/ or use any and all of the Ambassador Content in any form, for any purpose and in any medium, such as but not limited to, its own social media accounts, websites, in online or retail marketing channels, emails or print mailers, as determined in its discretion, in perpetuity, with or without notice or compensation.

10. Ambassador Responsibilities. You acknowledge and agree that you are responsible for:

a. Any and all activity undertaken in connection with your participation in the Program and on your Approved Accounts;

b. Conducting yourself at all times with the highest degree of professionalism;

c. Behaving in a legal, ethical and business-like manner and maintaining the highest standards of integrity, honesty and responsibility in your dealings with IL, its staff, all fellow Ambassadors and other persons related to or representing IL, customers and sales representatives;

d. Presenting and demonstrating IL Products in a positive, truthful and sincere manner;

e. Including any product disclaimer or other language provided by IL with respect to IL Products in any and all Ambassador Content as directed by IL; and

f. Providing your honest and truthful personal experiences with using any IL Product in your Ambassador Content.

11. Prohibitions/ Restrictions. You are expressly prohibited from taking any of the following actions, each of which shall be a material breach of the Ambassador Terms:

a. Purchasing followers and/ or likes;

b. Making any representations, claims or promises on behalf of IL, other than those contained in IL’s official marketing and promotional materials (i.e. on the label or IL website);

c. Promoting IL Products through unsolicited or Spam communications (including via emails, direct messages, product reviews, posting comments, providing codes on any platform);

d. Engaging in, promoting, contributing to, or creating a platform for offensive or pornographic images or videos, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, or of any Ambassador Content that is unlawful, harmful, threatening, defamatory, obscene or harassing;

e. Transmitting messages or images inconsistent with the positive image and/or goodwill of IL;

f. Engaging in any activity that may divert Commissions from other Ambassadors in the Program;

g. Engaging in any activity that violates or breaches IL’s or any third party’s legal rights;

h. Engaging in any advertising or marketing practices that are deceptive, misleading or fraudulent;

i. Presenting IL’s banners, images or videos as if they are your own or any other site’s (which is usually referred to as copyright or trademark infringement, and is illegal);

j. Posting any links to the IL website or any other IL platform on any website in which users can post content, including, without limitation,, and any sub-page, sub-domain, or sub-thread thereof;

k. Posting, directly or indirectly, Ambassador’s promotional code or another IL Ambassador’s promotional code on any website.

l. Using any promotional coupon or code that is not provided to Ambassador by IL for the Program, or running any ad with any of IL’s URLs offering brand ambassador Commissions;

m. Reading, intercepting, recording, redirecting, interpreting or filling in the contents of any electronic form or other materials submitted to IL by any person or entity; and

n. Selling or re-selling any of the ILProducts, or offering a cash incentive or discount on IL Products as a means of promotion that is not within the context of the Program.

12. Monitoring; Removal of Content. IL reserves the right to monitor all Ambassador Accounts, including Approved Account(s) and to preview Ambassador Content. From time to time, IL may request changes to and/or removal of Ambassador Content from any and all of Ambassador’s Accounts. If you refuse to make any requested changes, IL may terminate or limit your participation in the Program.

13. Term; Termination. Your Participation Term will begin on the date that IL accepts your application and will automatically renew for successive one (1) year periods, so long as you continue to meet the eligibility criteria set forth in Section 4. The Participation Term may be terminated by IL immediately at any time and for any or no reason, upon IL’s written notice to you; and by you upon thirty (30) days written notice to IL. Such termination will end your participation in the Program; you will be disqualified from receiving any additional Points, Commission, recognition, communication or compensation from IL; you must stop making any representations, publicly or privately, in which you could be construed as representing IL or IL Products. The obligations related to Confidential Information and IL Intellectual Property will continue perpetually after any termination of the Participation Term.

14. Compensation for Services. In consideration of your performance of Promotional Activities and the rights granted to IL with respect to Ambassador Content, you will be compensated as follows:

a. Free IL Products. From time to time, in its discretion, IL may provide Ambassador with free IL Products, such as, but not limited to, supplements or apparel. To qualify for free IL Products, IL may require Ambassadors to perform one or more Approved Activities. Free products will only be available to Ambassadors whose status is Active, and who have Successfully Completed certain Approved Activities, as described in the Portal. 

b. Merchandise. Through Ambassador’s Approved Activities, Ambassador may earn points in varying quantities as listed in the Portal (“Points”). Points can be accumulated and used towards the purchase of discount codes for purchases of IL Product for personal use. Currently, 100 Points equates to 50% discount towards IL Products. Points do not expire as long as the Ambassador remains Active. In the event that an Ambassador’s participation is terminated (by IL or Ambassador) any then outstanding Points will expire thirty (30) days following notice of termination.

c. Special Projects. If you are given the opportunity to participate in special events, Appearances, or specific content creation projects (collectively, “Special Projects”), you may be compensated for Special Projects as will be set forth in a separate written agreement signed by you and IL. IL will strive to give priority to Ambassadors for Appearances but such invitations to participate cannot be guaranteed.

d. Commission. Ambassadors are provided with a unique promotional code which can be provided to followers who can use it to buy IL Products at a discounted price. Ambassadors in good standing are entitled to receive a commission equal to twenty percent (20%) of Net Sales (“Commission”). For purposes of calculating the Commission, “Net Sales” shall mean the total amount actually received by IL from customers who purchase IL Products using Ambassador’s unique referral link and promotional code, less: (i) the cost of insurance, cost of freight and other shipping and handling charges; (ii) any sales tax, or other similar taxes which may be imposed by a governmental entity having jurisdiction on any such transaction; and (iii) any sales or amounts that are attributable to Spam, credit card fraud, returned IL Products, refunded payments or similar factors.

Commissions will be paid on a monthly basis via bank transfer (or such other form designated by IL from time to time), provided that the Commission earned in each month equals or exceeds one hundred dollars ($100). For any month in which your Commission does not exceed $100, the Commission will roll over and be paid in the first month in which you exceed the $100 threshold. At the end of any calendar year of the Participation Term in which the total Commission cumulated is less than $100, the Commission amount will be paid out and IL will have the option to terminate your participation (with or without the option to reapply). 

e. Waiver. If you are entitled to Commissions but do not wish to receive your Commission in the form of money, you may waive your right to Commission by signing a written waiver demanding that you be paid solely in Points.

f. Exclusions. No payments will be made based on any sales or amounts that are attributed to Spam, credit card fraud, or returned IL Products. If a sale is cancelled or refunded for any reason, any amount pre-paid to Ambassador will be deducted from the amount owed to the Ambassador. The Ambassador will not be paid a Commission on sales or orders that are in delinquent status. Commissions are counted and final numbers are deemed final at the sole discretion and decision of IL. IL also reserves the right to change the dates of Commission payout. While IL makes every reasonable effort to accurately track and pay Commissions for all Ambassador sales, IL is not responsible and shall not be held liable for any technical difficulties, outside events, actions by other Ambassadors, or other uncontrollable events that may disrupt or interfere with IL’s ability to track sales or pay Commissions. IL has the right to pay Commissions to any other person, in its discretion.

15. Independent Contractor. By entering into the Ambassador Terms, you agree that you are customarily engaged in an independent business performing Promotional Activities and/ or Approved Activities, and are not an employee of IL. Therefore, you are not entitled to any benefits provided by IL to its employees, including, without limitation, worker’s compensation benefits or group insurance. Nothing in the Ambassador Terms should be construed to create an employer-employee relationship or any other relationship other than that of an independent contractor.

a. IL will not have control or exercise direction over the methods by which you perform the Promotional Activities. You are responsible for creating Ambassador Content and determining when your Ambassador Content will be shared, with the exception of time-sensitive projects as identified by IL.

b.You are responsible for the payment and filing of your income tax related to your commissions from IL.

c. You understand and agree that IL will not withhold or make payments for social security, unemployment insurance or disability insurance contributions on your behalf. You agree to indemnify and defend IL against any and all such taxes or contributions. You are also responsible for all costs, liabilities and expenses you may incur in connection with performing Promotional Activities under the Ambassador Terms. 

16. Intellectual Property.

a. General. All IL trade names, trademarks, logos, slogans, domain names, trade dress, coupons, hypertext links, promotional codes, designs, works of authorship, and other advertising and marketing material (collectively, the “IL Intellectual Property”) is the property of IL, and you agree not to use such IL Intellectual Property except in the form provided to you through the Program, and solely for the purpose and in the manner specifically authorized by IL.

b. Restrictions. You agree that you will not take any of the following actions:

i. Modify any IL Intellectual Property or use any modified or derivative version of any IL Intellectual Property.

ii. Purchase, use or register any domain name, or any social media profile name, handle, or moniker, that comprises or incorporates any IL Intellectual Property or any variations, derivatives or misspellings thereof.

iii. Publish, host, or promote any IL Intellectual Property or other material that misrepresents your relationship with IL or implies that you are an official site, authorized dealer, or otherwise specially connected with or sponsored by IL.

c. Ambassador Content. You agree that any and all Ambassador Content will be the sole and exclusive property of IL, and you irrevocably assign to IL all right, title and interest in any Ambassador Content that you create, or to which you contribute, including all intellectual property rights contained therein. You acknowledge and agree that all Ambassador Content is deemed specially requested by IL (whether or not actually requested), and further agree that it constitutes a work made for hire within the meaning of the copyright laws of New Zealand (together with any modifications, improvements or enhancements. You acknowledge and agree that IL is expressly authorized to use your name, likeness, voice, signature, photograph, image, distinctive appearance, gestures or mannerisms as part of any Ambassador Content, such use will not constitute an infringement of any of your rights, and all your rights relating to or embodied in any Ambassador Content are hereby waived.

17. Confidential Information. IL may disclose to you certain of its confidential or proprietary information and trade secrets from time to time (collectively, “Confidential Information”). IL’s Confidential Information includes, without limitation, all non-public or proprietary information and IL Intellectual Property, including, but not limited to specifications, ingredients and other proprietary information relating to the IL Products, sales figures, software passwords, customers, names and contact information, event format, presentation content, inventions, financial information, business plans, business processes, marketing plans, marketing strategies, marketing copy, financial projections, personal information of employees and agents, sponsorship strategies, relationships with vendors, technical data, software designs, drawings, specifications, models, source code, object code, documentation, diagrams, flow charts, inventions, techniques, marketing and other future plans. You agree to hold all Confidential Information in the strictest confidence and not to disclose the Confidential Information to any third party. You agree that IL is (and will remain) the sole and exclusive owner of all right, title and interest in and to the Confidential Information, and all IL Intellectual Property. You further agree that you will not, and will cause any employees and other agents to not, use IL’s Confidential Information for the benefit of anyone other than IL. You agree not to use IL’s Confidential Information for any purpose except in the performance of your obligations under the Ambassador Terms.

18. Third Parties; Competing Products. IL recognizes that, as an independent contractor, you are available to perform services for entities other than IL. You agree to notify IL in writing (email sufficient if acknowledged by an employee of IL) of any other ambassador arrangements with any business that competes with IL that you may desire to enter into while serving as an Ambassador to IL. IL has the right to request that you remove Ambassador Content, or terminate you from the Program for any reason, including that one or more of your posts is not consistent with the positive promotion of IL’s brand and products.

19. Indemnity. You will at all times defend, indemnify and hold harmless IL (including, without limitation, all related and affiliated entities and their respective directors, officers, shareholders, agents and representatives) from and against any and all claims of whatever nature arising from or related to: (i) any violation of Applicable Laws committed by you or your agents; (ii) your participation in the Program; and/ or (iii) your breach of any obligation, representation or warranty set forth in the Ambassador Terms. Your obligation to indemnify and defend IL as set forth in this Section shall include reimbursement of any and all legal fees and related costs and expenses incurred by IL in connection with any such claim.



22. Modification. IL may change the Ambassador Terms in the future. Unless the Ambassador Terms specify otherwise, IL will give you prior notice of any significant change and if you find the change unacceptable, you have the right to withdraw from the Program. However, if you continue to participate in the Program, or you continue to provide services as an Ambassador, you will be deemed to have accepted the changes. You may not modify the Ambassador Terms by making any typed, handwritten, or any other changes to them for any purpose.

23. Miscellaneous. The Ambassador Terms contain the entire agreement with respect to your independent contractor relationship with IL, and supersede any prior verbal and/or written agreements or representations regarding said relationship, and will be governed by the laws of New Zealand (without regard to conflict of law principles). Each party agrees to do all such acts, matters and things and shall sign or execute and deliver all such documents as may in the reasonable opinion of the other party be necessary or expedient to further and more effectually carry into effect the provisions of the Ambassador Terms. You may not assign or transfer any of your rights or obligations under these Ambassador Terms. Both you and IL agree to resolve all disputes related to the Ambassador Terms, to the fullest extent permitted by Applicable Law, by final, binding and confidential arbitration under the jurisdiction of New Zealand. By agreeing to this arbitration procedure, you agree to waive the right to resolve any such dispute through a trial by jury or judge or by administrative proceeding. All claims, disputes, or causes of action under the Ambassador Terms, whether by you or IL, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. Nothing herein shall prevent any party from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration. Both parties may conduct discovery to the same extent as would be permitted in a court of law. IL and you shall each be responsible for its/your own costs and expenses in connection with the arbitration.

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