Brand Ambassador Campaign Terms & Conditions

Iovate Health Sciences International Inc. (“Iovate”) is holding a campaign to find new MuscleTech® brand ambassadors (the “Campaign”). These Terms and Conditions (“Terms”) apply to the Campaign application process held through social media.

MUSCLETECH® BRAND AMBASSADOR CAMPAIGN APPLICATION PROCESS

You can apply to become a MuscleTech® brand ambassador by submitting a photo and/or video entry in connection with the Campaign (“User Content”) on social media with the hashtag #SignMeMuscleTechEU. By submitting User Content on social media with the hashtag #SignMeMuscleTechEU, you indicate your full and unconditional agreement to, and consent of, these Terms.

The Campaign is only open to legal residents of the United Kingdom or a country in the European Union who are at least eighteen (18) years of age. Employees of Iovate or other companies associated with the Campaign, as well as the immediate family (spouse, parents, siblings, and children) and household members of each such employee, are not eligible to enter.

The Campaign begins on [28/6/2023] and ends on [6/8/2023] (“Entry Period”). Entries submitted before or after the applicable Entry Period will not be eligible. Selection of the winners will take place on or around [11/8/2023].

Iovate will work with its third party service provider Brazen Limited (“Brazen”) to select new MuscleTech® brand ambassadors from the applications submitted as part of this Campaign. Once selected, Brazen will manage the relationship and all communications with brand ambassadors selected through this Campaign.

USER CONTENT LICENSE

If you post User Content in connection with the Campaign, including photos, text, graphics, audio, video, location information, comments and other materials from social media sites, you agree that such User Content may be used by Iovate in connection with its business and the marketing, promotional, advertising and other consumer-related activities for the MuscleTech® brand, including use on the MuscleTech® websites, social media channels and promotional materials (the “Sites”).

You hereby grant to Iovate and its related companies, agents, licensees, sublicensees, contractors, successors, legal representatives, assigns, and third party service providers, and their respective retail partners, marketing or public relations agencies, and other affiliates (the “Licensed Parties”) a worldwide, perpetual, irrevocable, royalty-free, fully-paid, non-exclusive, transferable, sublicensable right to use your User Content in any manner to be determined in the Licensed Parties’ sole discretion, including but not limited to on webpages and social media pages operated by the Licensed Parties, in promotional e-mails and advertisements, and in any and all other marketing, promotional and advertising initiatives, and in any media now or hereafter known. The Licensed Parties may use, display, reproduce, distribute, transmit, create derivative works from, combine with other materials, alter and/or edit your User Content in any manner in their sole discretion, with no obligation to you whatsoever. You grant the Licensed Parties the right to use your username, real name, image, likeness, descriptions of you, location or other identifying information, including but not limited to your voice, in connection with any use of your User Content.

You hereby agree and represent and warrant that (i) you are solely responsible for your User Content, (ii) you own all rights in and to your User Content and/or have obtained appropriate rights and permissions from any and all other persons and/or entities who own, manage or otherwise claim any rights with respect to such User Content, (iii) you are not a minor, (iv) the Licensed Parties’ use of your User Content as described herein will not violate the rights, including but not limited to copyright, trademark, patent, trade secret, privacy, publicity, moral, proprietary or other rights, of any third party, or any law, rule or regulation, and (v) the User Content is not libelous, defamatory, obscene, pornographic, abusive, indecent, threatening, harassing, hateful, or offensive or otherwise unlawful.

You hereby release, discharge and agree to hold the Licensed Parties, and any person acting on their behalf, harmless from any liability related in any way to the Licensed Parties’ use of your User Content or your participation in the Campaign.

PRIVACY

By participating in the Campaign, you are consenting to the Licensed Parties’ collection of any personal information you provide for the Licensed Parties’ use and disclosure in connection with the use of your User Content as described herein. Information collected in connection with your participation in the Campaign, including but not limited to your name, email address, social media handle and image, may be shared with Brazen and Iovate’s other third party service providers. If you do not agree to the collection, use and disclosure of your personal information in this way, please do not submit an application to participate in the Campaign or otherwise provide the Licensed Parties with personal information. Your personal information may be transferred to servers located outside the country in which you live or to third parties in other countries so that they may process personal information on the Licensed Parties behalf. By participating in the Campaign and using the Site or otherwise providing the Licensed Parties with personal information, you agree to the foregoing collection, use, disclosure, transfer and processing of your information in accordance with these Terms, the MuscleTech® Privacy Policy and applicable data protection laws and regulations.

INTELLECTUAL PROPERTY RIGHTS

The Sites and the MuscleTech® brand may be protected by copyright, trademark and other intellectual property laws. You acknowledge and agree that you do not acquire any ownership or other rights in proprietary information and materials of Iovate by authorizing use of your User Content, participating in the Campaign or otherwise using or accessing the Sites.

ARBITRATION

You agree that any and all disputes, claims and causes of action arising out of, or connected with, the Campaign or the User Content shall be resolved individually, and not in any collective capacity or as part of a class. Any dispute, controversy, or claim arising out of, related to or in connection with these Terms, the User Content, or any other claim that a party to these Terms may assert, whether based in contract, tort, or otherwise, shall be finally settled and determined solely and exclusively by arbitration administered by the International Chamber of Commerce (the “ICC“) under its then current Rules of Conciliation and Arbitration (the “ICC Rules“). The written award of the arbitrators shall be final and binding upon the parties, and judgment on or enforcement of the award so rendered may be sought, had or entered in any court having jurisdiction. . The seat of arbitration shall be Toronto, Ontario.

Nothing in these Terms prohibits any party from seeking interim or conservatory relief in any court of competent jurisdiction; provided, however that neither the filing of an application for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary, nor the granting of such relief, shall be deemed to be a waiver of the obligation of the party to have the dispute heard and determined solely and exclusively by arbitration.

MISCELLANEOUS

You certify that you are at least 18 years of age. These Terms are personal to you and may not be assigned or transferred by you for any reason whatsoever without Iovate’s prior written consent; and any action or conduct in violation of the foregoing shall be void and without effect.

You agree that if Iovate does not exercise or enforce any legal right or remedy which is contained in these Terms (or which Iovate has the benefit of under any applicable law), this will not be taken to be a formal waiver of Iovate’s rights and that those rights or remedies will still be available to Iovate.

You agree that any issue or dispute arising out of or in connection with these Terms or any other matter concerning Iovate shall be governed by the laws of the Province of Ontario. If any arbitration panel, having the jurisdiction to decide on this matter, rules that any provision of these Terms are invalid, then that provision will be removed without affecting the rest of the Terms. The remaining provisions of these Terms will continue to be valid and enforceable.