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Ambassador Terms & Conditions

Terms & Conditions

Welcome to the Bright Girl Brand Ambassador Program (the “Program”). By enrolling in the Program, you agree to be bound by the following terms and conditions (“Terms”), which outline the mutual rights, responsibilities, and expectations between you and Brella Holdings, the owner of the Bright Girl brand of merchandise (referred to herein as “Brella Holdings,” “Bright Girl,” “we,” “us,” or “our”).

This Agreement establishes the terms of your participation as a brand ambassador (“Brand Ambassador,” or “you”) and becomes effective upon your acceptance. It will remain intact for the duration of your active involvement in the Program, including any promotional content you create or share featuring any Bright Girl merchandise (“Product”).

Unless otherwise stated in this Agreement, all rights granted to Brella Holdings under this Program are irrevocable and will survive the termination of your participation. This ensures that any authorized use of your content or likeness created during the Program may continue beyond your active engagement.

Program Overview

As a Brand Ambassador, you will help bring our brand to life by sharing your authentic voice and personal style. Through this Program, you’ll participate in a variety of promotional activities designed to grow awareness of our products and community. These activities may include:

  • Creating original content featuring Bright Girl products (such as photos, videos, or written posts);
  • Sharing that content across your personal social media channels, including Instagram, TikTok, YouTube, and others;
  • Engaging your audience with referral links, discount codes, or exclusive promotions;
  • Referring friends, family, or followers to shop our brand and join the movement.
  • Participating in at least one activity per month.

All activities, performance metrics, and rewards are managed through our Brand Ambassador platform, BrandChamp, where you can track your progress, access new activities, get access to educational materials, and receive compensation or incentives for Completed tasks.

Above all, you are encouraged to tell the Bright Girl story in your own words, with creativity and authenticity. This Program is designed to be both fun and rewarding, while maintaining a respectful and professional relationship between you, your followers, and our brand.

Eligibility

This Program is open only to residents of the United States. In order to be eligible to participate in the Program, you must be at least 18 years of age and legally authorized to enter into these Terms. By proceeding with the registration, you are applying to participate in the Bright Girl Ambassador program (the “Program”) and, by doing so, agree, either on your own behalf or on behalf of the Minor, to be bound by the terms and conditions set forth in these Ambassador – Terms and Conditions including the Waiver and Release set forth in Exhibit A (the “Agreement”). For purposes of this Agreement, the term “Participant” refers to (i) the individual who is 18 years of age or older and participating in the Program, activity, or services; or (ii) if the individual is under 18 years of age (a “Minor”), both the Minor and their parent or legal guardian who agrees to this Agreement on the Minor’s behalf (the “Legal Guardian”). All acknowledgements, representations, covenants, consents, waivers, and releases made by or applicable to the Participant shall be deemed to apply jointly and severally to both the Minor and the Legal Guardian, where applicable. By participating in this Program, you represent and warrant that you meet all eligibility requirements.

Independent Contractor Relationship

By participating in the Program, you acknowledge and agree that you are acting solely in the capacity of an independent contractor. Nothing in this Agreement shall be construed to create an employment relationship, partnership, joint venture, franchise, or Agency relationship between you and Brella Holdings, nor does it authorize you to act or speak on behalf of Brella Holdings in any capacity.

You shall not claim or imply that you are an employee, representative, or agent of Brella Holdings, nor shall you make any commitments or incur any obligations on behalf of Brella Holdings. You are not entitled to any employee benefits, including but not limited to health insurance, retirement benefits, workers’ compensation, unemployment insurance, or any other benefits offered to employees of Brella Holdings.

As an independent contractor, you are solely responsible for:

  • Determining the means and methods by which you produce and share your content;
  • Complying with all applicable laws, rules, and regulations;
  • Paying any federal, state, or local taxes, including income tax and self- employment tax, that may arise from compensation or benefits received in connection with the Program;
  • Providing any equipment, tools, or materials needed to fulfill your promotional activities;
  • Maintaining your own business records and insurance coverage, if applicable. Brella Holdings shall have no liability or responsibility for any of your expenses, liabilities, or obligations, except as expressly stated in this Agreement.

You further agree to indemnify and hold harmless Brella Holdings from any claims, damages, or liabilities arising out of your failure to comply with your obligations as an independent contractor.

Compensation

As a participant in the Program, you may be eligible to receive compensation in various forms, which may include, but are not limited to: 

  • Commission-based earnings on qualifying referred sales;
  • Free products for promotional use;
  • Flat fees or performance-based bonuses;
  • Exclusive discount codes or promotional opportunities for your audience.

The specific nature, structure, and amount of compensation will be determined by Brella Holdings and will be communicated to you directly via email, your BrandChamp dashboard, or another designated communication method.

Commission and Credit Conditions:

  • All commissions and referral-based credits are subject to a standard 101-day holding period to allow for fraud monitoring, returns, and refund adjustments. No compensation shall be finalized or disbursed until the holding period is complete.
  • You will not be eligible to receive compensation for sales that are deemed fraudulent, self-referred, cancelled, refunded, or in violation of Program terms.
  • Brella Holdings reserves the right to audit and adjust compensation accordingly in cases of error, dispute, or suspected abuse.

Payment

Compensation is processed through BrandChamp or an authorized third- party payment provider. You are responsible for creating and maintaining an accurate account on the designated platform in order to receive payments. Brella Holdings is not liable for delayed or failed payments due to inaccurate account information, system outages, or third-party service issues.

Taxes

You are solely responsible for determining and fulfilling any tax obligations that may arise from compensation received under this Program, including income, self-employment, or sales taxes. If required by law, you may be asked to submit a completed W-9 form (U.S. participants) or equivalent tax documentation. Brella Holdings may issue a Form 1099-NEC or other tax reporting form for applicable earnings.

Program Changes

Brella Holdings reserves the right to modify, suspend, or terminate the compensation structure or Program at any time, with or without notice. Any such changes will not affect previously earned and approved compensation.

Content Creation and Usage

By creating, posting, sharing, or otherwise submitting any content— including but not limited to photos, videos, text, reviews, captions, audio, graphics, and other media — (collectively, “Content”) in connection with the Ambassador Program, you hereby grant Brella Holdings, including its subsidiaries, affiliates, licensees, successors, and assigns, a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, transferable, and sub-licensable license to use, reproduce, display, distribute, adapt, edit, modify, create derivative works of, and publicly perform such Content in any manner and on any media platform now known or later developed. This includes but is not limited to use on our website, social media channels, paid advertisements, email campaigns, retail and promotional materials, public relations content, packaging, and third-party marketing or retail channels.

You also grant us the right to use your name, social media handle, likeness, image, voice, biographical information, and any statements or endorsements you provide in connection with the Content or the Program, without additional notice, review, or approval, unless otherwise required by law.

You represent and warrant that: 

  • You are the sole creator and rightful owner of all Content submitted;
  • You have obtained all necessary rights, permissions, and clearances from any third parties appearing in the Content (including photographers, videographers, collaborators, or subjects);
  • The Content does not infringe, violate, or misappropriate any third-party rights, including intellectual property rights, privacy rights, or rights of publicity;
  • You have not granted and will not grant any rights to the Content that would conflict with or impair the rights granted to Brella Holdings under this Agreement.
  • To the extent permitted by applicable law, you waive any moral rights or similar rights of attribution or integrity you may have in the Content.

You acknowledge and agree that Brella Holdings has no obligation to use your Content and may remove or decline to publish any Content at its sole discretion. No further consideration, notice, or approval shall be required for the use of the rights granted herein, unless otherwise agreed in writing.

This license survives termination of your participation in the Program.

Brand Representation

You agree to represent the Bright Girl brand in a manner that aligns with our tone, values, and community standards. If provided, you agree to follow any official Brand Ambassador Guidelines, content templates, or aesthetic references issued by Brella Holdings.

FTC Compliance & Disclosures

As a Brand Ambassador, you agree to clearly and conspicuously disclose your relationship with Bright Girl in all promotional content in accordance with the Federal Trade Commission (FTC) Endorsement Guidelines and any applicable advertising laws or regulations. This includes, but is not limited to, any posts, videos, images, or reviews shared on social media, blogs, websites, or any other platform.

You must prominently state that your content is sponsored and that you are acting as a Brand Ambassador. Acceptable forms of disclosure include hashtags such as #ad, #sponsored, or #brightgirlambassador, which must appear at the beginning of the post caption or in a location that is easily noticeable to viewers. Merely tagging the brand is not sufficient under FTC guidelines.

If you received free products, gifts, services, or any form of compensation (monetary or otherwise) in connection with your promotion of our Product, this must also be explicitly disclosed in your content. Disclosures must be made in the same medium as the endorsement and not buried in a string of hashtags or hidden behind a "see more" link. You understand and agree that:

  • Any content that fails to include the required disclosures is subject to immediate removal upon request by Brella Holdings.
  • You will not receive compensation, bonuses, or rewards for any non-compliant posts.
  • Repeated or material non-compliance may result in termination of your participation in the Program.
  • You agree to indemnify, defend, and hold harmless Brella Holdings and its affiliates, employees, and partners from any claims, penalties, or liabilities arising from your failure to adhere to FTC guidelines or any applicable laws.
  • It is your responsibility to remain informed of and comply with all current disclosure rules and regulations issued by the FTC and applicable jurisdictions.

Prohibited Conduct

As a Brand Ambassador for Brella Holdings, you agree that all content you create and share in connection with the Program must uphold the values and image of the brand. The following types of content are strictly prohibited and may result in immediate removal from the program, forfeiture of compensation or rewards, and potential legal action:

  • Offensive or Inappropriate Content: Content that includes or promotes hate speech, racism, sexism, homophobia, transphobia, religious intolerance, violence, profanity, sexually explicit or suggestive material, or any form of discriminatory or abusive behavior.
  • Illegal Activity: Content that depicts, encourages, or promotes illegal activities, including but not limited to drug use, underage drinking, or unauthorized gambling.
  • Misleading or False Claims: Any content that contains unsubstantiated, exaggerated, or deceptive claims about Brella Holdings’ products or services, or that misrepresents your experience or results.
  • Negative Brand Comparisons: Posts that make disparaging or negative comparisons between Bright Girl and competitors, or that otherwise present the brand in a negative or combative light.
  • Trademark or Copyright Infringement: Use of third-party intellectual property (e.g., logos, music, images, or text) without proper authorization or rights.
  • Unauthorized Use of Brand Assets: Alteration or misuse of Brella Holdings logos, trademarks, product images, or other brand assets in a way that distorts or misrepresents the brand.
  • Controversial Political or Religious Commentary: Content that engages in divisive political or religious debate, unless such expression is part of your personal identity and aligns with the brand’s values and inclusivity commitments.
  • Impersonation or Misrepresentation: Content that impersonates any person or entity or misrepresents your affiliation with any person or entity, including Brella Holdings. This includes the use of artificial intelligence (AI) generated content.
  • Failure to Gather Consent: IT IS YOUR RESPONSIBILITY TO ENSURE THAT YOU HAVE THE CONSENT OF ALL INDIVIDUALS FEATURED IN YOUR CONTENT. 
  • Failure to Comply with Platform Policies: Any content that violates the terms of service or community guidelines of the platform on which it is posted (e.g., Instagram, TikTok, YouTube).

Brella Holdings reserves the right to review and request the removal or modification of any content that it deems inconsistent with the standards above or harmful to the brand’s reputation. Failure to comply may result in immediate termination of this agreement and legal action.

Non-Compete / Exclusivity

We want our Brand Ambassadors to be true fans of our Product. This means that during your participation in the Program, you agree that you will not promote, endorse, represent, or collaborate with any brand or company that directly competes with Bright Girl in the same product categories. This includes, but is not limited to, companies whose core offerings include skincare, gen z/gen alpha-specific skincare.

Prohibited Referral Activity

As a participant in the Program, you agree to engage in honest and good-faith promotional activities. Any form of manipulation, fraud, or abuse of the referral, rewards, or compensation system is strictly prohibited and may result in immediate removal from the Program and loss of eligibility for future participation.

Prohibited activities include, but are not limited to: 

  • Self-referrals (i.e., using your own referral link to make purchases for yourself or on your own devices/accounts);
  • Fake referrals, including coordinating with others to generate artificial purchases or redemptions;
  • Coordinated or incentivized return schemes aimed at triggering referral credit without genuine intent to keep or use the products;
  • Creating duplicate accounts, fictitious profiles, or using bots or automation tools to generate traffic or referrals;
  • Sharing referral links on coupon aggregator sites or platforms not approved by Brella Holdings for promotion;
  • Attempting to reverse engineer, bypass, or otherwise tamper with the Program’s tracking, referral, or reward systems, including cookie tracking mechanisms, promotional codes, or platform vulnerabilities.

We actively monitor for signs of suspicious behavior and reserve the right, at our sole discretion, to:

  • Withhold, reverse, deny, or revoke any compensation, referral credit, or reward points linked to fraudulent or questionable activity;
  • Require repayment or reimbursement for previously distributed funds or gifts if they are later determined to have been obtained improperly;
  • Terminate your participation in the Program immediately, without notice;
  • Pursue legal remedies in cases involving fraud, deception, or willful harm to the brand.

You agree to cooperate fully in any investigation into suspected misuse and understand that failure to do so may further impact your standing in the Program.

Indemnification

You agree to indemnify, defend, and hold harmless Brella Holdings, its affiliates, officers, directors, employees, agents, successors, and assigns (collectively, the “Indemnified Parties”) from and against any and all claims, liabilities, damages, losses, fines, penalties, costs, and expense (including reasonable attorneys’ fees) arising out of or related to your participation in the Program. This includes, without limitation:

  • Any breach or alleged breach by you of this Agreement, including but not limited to your obligations related to FTC disclosure compliance, prohibited content, brand exclusivity, and referral integrity;
  • Your failure to comply with applicable federal, state, local, or international laws or regulations, including but not limited to advertising, disclosure, privacy, intellectual property, and tax laws;
  • Any false, misleading, or defamatory statements made by you in connection with your participation in the Program;
  • Your creation, publication, or distribution of content that infringes on the rights of any third party, including intellectual property rights or rights of publicity/privacy;
  • Any activity or content that violates the terms of service or community guidelines of social media platforms or other promotional channels;
  • Your misrepresentation of your relationship with Brella Holdings, or your unauthorized use of the brand’s trademarks, logos, product images, or other proprietary materials;
  • Your status and actions as an independent contractor, including any employment-related claims, tax obligations, or worker classification disputes;
  • Any attempt by you to reverse engineer, tamper with, or exploit the Program’s referral, tracking, or compensation systems, or otherwise engage in deceptive or fraudulent conduct.

This indemnification obligation will survive the expiration or termination of this Agreement and your participation in the Program. Brella Holdings reserves the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate fully in the defense of any such claim.

Liability

To the maximum extent permitted by law, Brella Holdings shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to your participation in the Program. In no event shall our total liability to you exceed the amount of compensation actually paid to you under this Program in the twelve (12) months preceding the event giving rise to the claim. 

Non-Disparagement

You agree that, during your participation in the Program and for a period of twelve (12) months following its termination, you will not make or publish, directly or indirectly, any statement—oral, written, or electronic—that could reasonably be construed to disparage, defame, or otherwise harm the reputation of Brella Holdings, the Bright Girl brand, its products, services, employees, officers, agents, affiliates, or partners.

This includes, but is not limited to:

  • Posting or sharing negative or misleading comments on social media, blogs, forums, or review sites;
  • Making public claims that misrepresent the brand’s business practices, products, or values;
  • Encouraging others to boycott, criticize, or speak negatively about the brand in any public or professional setting.

This clause is NOT intended to prevent you from:

  • Providing honest feedback or criticism directly and privately to Brella Holdings;
  • Making truthful statements required by law, legal proceedings, or regulatory obligations;
  • Sharing your personal experience with the brand in a manner that complies with FTC guidelines and does not involve malicious intent.

Violation of this provision may result in legal action, including claims for damages or injunctive relief, and may disqualify you from receiving any unpaid compensation or future collaboration opportunities.

Termination

Brella Holdings  reserves the right to terminate your participation in the Program at any time, with or without cause, and at its sole discretion. Termination may occur for any reason, including but not limited to a breach of this Agreement, failure to comply with applicable laws or FTC regulations, engagement in prohibited conduct, inactivity, or actions deemed detrimental to the brand’s reputation or values. 

Upon termination: 

  • You must immediately cease identifying or representing yourself as a Brand Ambassador in any public or private forum, including on social media, websites, email communications, or other promotional channels.
  • You must, upon request, promptly remove or modify any content associated with the Program that Brella Holdings deems non-compliant, outdated, misleading, or no longer representative of the brand’s standards.
  • Brella Holdings reserves the right to withhold, cancel, or revoke any unpaid or pending compensation, referral rewards, or promotional incentives if the termination is due to a breach of contract, fraud, or misconduct.

Termination does not relieve you of your obligations under this Agreement. Specifically, the following sections shall survive termination and remain in full force and effect:

  • Content rights and license granted to [COMPANY];
  • FTC disclosure compliance;
  • Prohibited conduct and referral abuse provisions;
  • Independent contractor status;
  • Indemnification;
  • Governing law and dispute resolution (if applicable);
  • Any other provisions which, by their nature, are intended to survive the termination of your participation.

Changes to the Terms

We may update these Terms at any time and without notice. Continued participation in the Program constitutes your acceptance of the revised terms.

Governing Law

This Agreement shall be governed by, and construed in accordance with, the laws of the State of Ohio, without regard to its conflict of law principles or the laws of any other jurisdiction.

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