Tidalroot Athlete Agreement

1.1 This Agreement is between Amzak (Pty) Ltd, registration number ______2023/190873/07______________, trading as Tidalroot, of the address stated in Schedule 1 (Tidalroot), and the athlete identified in Schedule 1 (the Athlete). Tidalroot and the Athlete are each a Party and together the Parties.

1.2 Tidalroot manufactures, develops and supplies health, wellness and nutritional related products. The Athlete will receive selected products and create genuine promotional content about them on the terms of this Agreement.

1.3 The completed schedules form part of this Agreement. If a campaign detail in Schedule 1 conflicts with a general provision, Schedule 1 applies only to that specific campaign detail.

2. DEFINITIONS AND INTERPRETATION

2.1 In this Agreement, unless the context requires otherwise, the following words and expressions have the meanings set out below.

2.2 “Agreement” means this Athlete Brand Ambassador Agreement, its schedules, each written campaign brief accepted by the Parties, and any written amendment signed or otherwise accepted in writing by both Parties.

2.3 “Approved Claims Guide” means the current product-specific claims, mandatory statements, disclaimers, usage directions and prohibited claims supplied or approved in writing by Tidalroot from time to time.

2.4 “Approved Content” means Content that Tidalroot has expressly approved in writing for publication, reposting or Paid Media. Silence, delivery of Products or an informal discussion does not constitute approval.

2.5 “Brand Assets” means Tidalroot’s business names, trading names, trade marks, logos, product names, labels, packaging, photographs, designs, slogans, advertising materials, Approved Claims Guide and any other material supplied by or on behalf of Tidalroot.

2.6 “Business Day” means any day other than a Saturday, Sunday or official public holiday in South Africa.

2.7 “Campaign” means the athlete-brand-ambassador campaign described in Schedule 1 and any related Campaign Brief.

2.8 “Campaign Brief” means Tidalroot’s written creative, product, technical or publication instructions for a Campaign, including the required Products, Platforms, format, message, disclosures, submission dates and publication dates.

2.9 “Content” means every photograph, video, audio recording, caption, review, testimonial, script, graphic, draft, raw file, outtake, edit, project file and other material created, recorded, developed or supplied by the Athlete for the Campaign, whether or not ultimately published.

2.10 “Deliverables” means the Content and related services that the Athlete must create, submit, revise and publish under this Agreement, Schedule 1 and the Campaign Brief.

2.11 “Effective Date” means the date stated in Schedule 1, regardless of the date on which the last Party signs, unless Schedule 1 expressly provides otherwise.

2.12 “Intellectual Property Rights” means copyright, performer’s rights, design rights, trade-mark rights, rights in goodwill, database rights, rights in recordings, publicity and personality rights and every similar or related right, whether registered or unregistered, including applications, renewals and extensions.

2.13 “Paid Media” means paid advertising that uses Approved Content or the Athlete’s identity, including boosted posts, partnership advertisements, creator-authorised advertisements, dark posts and other Platform-approved branded-content advertising formats.

2.14 “Personal Information” has the meaning given to it in the Protection of Personal Information Act 4 of 2013.

2.15 “Platform” means any social-media, ecommerce, advertising or digital platform identified in Schedule 1 or a Campaign Brief, including any replacement or successor platform.

2.16 “Products” means the Tidalroot products identified in Schedule 1, an order confirmation or a Campaign Brief and supplied or approved for the Athlete during a monthly period.

2.17 “Term” means the month-to-month period described in clause 3, unless this Agreement is terminated earlier in accordance with its terms.

2.18 “Whitelisting” means the Athlete granting a Platform-approved advertising permission that allows Tidalroot or its appointed media partner to run Paid Media displaying the Athlete’s name, profile, handle or identity without receiving the Athlete’s password or unrestricted access to the Athlete’s account but excludes any permission for the athlete to run any Paid Media marketing without Tidalroot’s written consent in relation to content and cost.

2.19 Any reference in this Agreement to a clause or schedule is a reference to a clause of, or schedule to, this Agreement. A reference to law includes common law, legislation, regulations, directives, codes and binding orders, as amended or replaced from time to time.

2.20 Where a word or expression is given a particular meaning, other grammatical forms of that word or expression have a corresponding meaning. If a definition confers a right or imposes an obligation, effect must be given to it as a substantive provision.

2.21 Unless the context indicates otherwise, words importing one gender include the others; a reference to a natural person includes a juristic person; and the singular includes the plural and the plural includes the singular.

2.22 Any number of days prescribed in this Agreement excludes the first day and includes the last day. If the last day, or a day for payment or performance, is not a Business Day, the relevant act must be performed on the next Business Day.

2.23 The words including, includes, in particular and similar expressions are without limitation. A reference to a document includes that document as lawfully amended, supplemented, replaced, ceded, delegated or novated from time to time.

2.24 A reference to a Party includes that Party’s permitted successors and assigns. A reference to time is to Johannesburg time.

2.25 The headings are for convenience and do not govern interpretation. No rule of interpretation that construes an ambiguity against the Party responsible for drafting this Agreement applies.

2.26 Termination does not affect any provision that expressly continues after termination, that must continue to give effect to accrued rights, or that by its nature is intended to survive termination.

3. APPOINTMENT AND DURATION

3.1 Tidalroot appoints the Athlete as an independent brand ambassador from the effective date in Schedule 1. The Athlete accepts the appointment and agrees to perform the services personally, professionally and in good faith.

3.2 This is a month-to-month agreement. It begins on the effective date and automatically continues for successive one-month periods until either Party gives written notice that it does not wish to continue. The notice may be given at any time before the end of the current monthly period, and the Agreement will then end at the end of that period.

3.3 The Athlete is an independent contractor and not an employee, partner or agent of Tidalroot. The Athlete may not enter into commitments or make promises on behalf of Tidalroot.

3.4 The appointment is personal to the Athlete. The Athlete must remain actively involved in the creation and presentation of the Deliverables and may not appoint another person to perform the Athlete’s on-camera, testimonial or approval obligations.

3.5 Nothing in this Agreement guarantees renewal, a minimum advertising budget, a minimum audience reach, sporting opportunities, future sponsorship, audience growth, sales or any particular commercial result.

3.6 Tidalroot may issue reasonable Campaign Briefs and operational directions consistent with this Agreement. A Campaign Brief may add practical details but may not materially change the Product-based compensation, create exclusivity or materially extend the Athlete’s obligations unless the Athlete accepts the change in writing.

4. PRODUCTS SUPPLIED BY TIDALROOT

4.1 During each monthly period, Tidalroot may supply the Athlete with four different Products. The Products are subject to Tidalroot’s approval, availability, suitability and campaign requirements. Unless agreed otherwise in writing, the monthly allocation does not carry over and has no cash value or cash alternative.

4.2 The allocation of four Products is a maximum allowance. Tidalroot may, in its sole discretion, substitute any of the four Products during any monthly period, taking into account stock availability, product suitability, campaign requirements or any other reasonable commercial consideration. Substitution of any of the four Products will not constitute a breach of this Agreement or entitle the Athlete to cash compensation or any other payment.

4.3 The Products supplied to the Athlete constitute the Athlete’s sole and complete compensation for the services performed and all rights, consents and permissions granted under this Agreement. No fee, commission, salary or other monetary compensation is payable to the Athlete. Products may not be resold, exchanged or used as competition prizes without Tidalroot’s prior written approval.

4.4 Tidalroot will provide the current labels, directions and reasonable product or content guidelines needed for the campaign. Tidalroot may replace a Product or withhold supply if stock is unavailable or there is a genuine safety, compliance or campaign concern.

4.5 The actual Products supplied, quantities and approximate retail value must be recorded in Schedule 1, a Campaign Brief, order confirmation or other written record provided to the Athlete. Delivery of fewer than four Products is not a breach where the limitation results from stock, suitability, safety or campaign relevance.

4.6 Products supplied for an unreleased campaign, testing purpose or product launch must be kept confidential until Tidalroot authorises publication. Tidalroot may require the return or destruction of an unreleased, recalled, incorrectly supplied or unsafe Product.

4.7 The Products supplied under this Agreement constitute the complete and exclusive consideration for the Deliverables and for every transfer, assignment, consent, licence and permission granted under clauses 8 and 9. The Athlete is not entitled to any monetary payment, fee, commission, royalty, residual, licence fee, reposting fee, Paid Media fee or other additional compensation arising from the creation, publication, use, reuse, editing, advertising or distribution of the Content.

5. ATHLETE’S CONTENT OBLIGATIONS

5.1 The Athlete must create and publish at least two original promotional videos during every monthly period and two original stories. Each video must be between 20 seconds and one minute long, unless Tidalroot approves a different length in writing. Each story can be either a static image or a video subject to approval by Tidalroot.

5.2 Each approved video must be posted on the Athlete’s Platforms stated in Schedule 1 and must remain visible, accessible and materially unchanged for at least 12 months from its publication date. The Athlete may remove or alter a video sooner only if Tidalroot agrees in writing, or if removal is reasonably required by law, a Platform, account security, personal safety or a product recall.

5.3 The Athlete must follow the agreed brief, deadlines, format, tags, links, discount codes, disclosure wording and product guidelines. The Athlete must use their genuine voice and may not claim an experience or result that did not occur.

5.4 If reasonably requested, the Athlete must provide available Platform statistics for the content, including views, reach and engagement, within five Business Days. The Athlete is not expected to provide passwords, private messages or unrelated account information.

5.5 The Athlete must publish each Deliverable on the date or within the publication window stated in the Campaign Brief. If the Athlete expects a delay, the Athlete must notify Tidalroot as soon as reasonably possible, explain the reason and propose a revised date.

5.6 The Athlete must keep the relevant account in good standing, comply with the Platform’s terms and use reasonable security measures. The Athlete must not purchase followers, views, comments or other artificial engagement in connection with the Campaign.

5.7 The Athlete must promptly refer product-safety, medical, adverse-event and product-quality questions to Tidalroot and must not diagnose, prescribe or provide individual medical advice on Tidalroot’s behalf in comments or direct messages.

5.8 Tidalroot and anyone duly authorized by Tidalroot may repost any Content on its own websites, social-media accounts, ecommerce pages, retailer pages and other organic marketing channels without seeking a further approval from the Athlete.

6. REVIEW AND APPROVAL PROCESS

6.1 The Athlete must send each proposed video and its caption to Tidalroot before posting it. Unless a different deadline is agreed, the draft must be submitted at least five Business Days before the intended publication date.

6.2 The Athlete may post the Content only after receiving Tidalroot’s written approval. Silence does not amount to approval. Tidalroot may request reasonable changes for accuracy, product claims, legal disclosure, safety, brand presentation or consistency with the Campaign Brief. Up to two reasonable rounds of changes are included in the Athlete’s obligations and the Product-based compensation described in clause 4.

6.3 If published content contains an inaccurate claim, misses a required advertising disclosure, creates a material safety concern or differs materially from the approved version, the Athlete must correct, pause or remove it promptly after Tidalroot’s written request.

6.4 Tidalroot will use reasonable efforts to respond to a properly submitted draft within two Business Days, but the Athlete remains responsible for allowing sufficient review time. An urgent publication deadline does not entitle the Athlete to publish unapproved Content.

6.5 Tidalroot may require correction, suspension or removal within four hours for an urgent safety, regulatory, legal or material reputational concern and within 24 hours for any other reasonable compliance concern. Tidalroot may pause related Paid Media immediately while the issue is assessed.

6.6 The Athlete must notify Tidalroot if a Platform rejects, limits, labels or removes Content, or if the Athlete becomes aware that an approved statement has become inaccurate or misleading.

7. HONEST REVIEWS AND ADVERTISING STANDARDS

7.1 Every review or testimonial must be honest, based on the Athlete’s genuine personal experience and expressed in the Athlete’s own words. Tidalroot will not require the Athlete to express an opinion that the Athlete does not genuinely hold.

7.2 The Athlete may disclose the commercial relationship in every post in the manner required by Tidalroot, applicable law, the Advertising Regulatory Board’s Code of Advertising Practice and the relevant Platform.

7.3 The Athlete may use only product claims and wording approved by Tidalroot. The Athlete must not state or imply that a Product diagnoses, treats, cures or prevents disease, guarantees a particular result, replaces medical care or a balanced diet, is suitable for everyone, or has scientific, medical, anti-doping or other certification that Tidalroot has not confirmed in writing.

7.4 Content must be lawful and must not be misleading, defamatory, discriminatory, dangerous or likely to bring Tidalroot into disrepute. The Athlete must obtain permission for any person, music, footage, location, logo or other third-party material included in the content.

7.5 The Athlete must not make an unsubstantiated comparison with a competing product, disparage a competitor, state an unapproved price or promotion, show an unapproved dosage, obscure or alter a Product label, or create a misleading before-and-after presentation.

7.6 Music or other material licensed only for personal or organic social-media use may not be included in Content intended or reasonably likely to be used for Paid Media unless the relevant licence expressly permits commercial advertising use.

7.7 The Athlete may use any mandatory disclosure, hashtag, partnership label or Platform branded-content tool specified by Tidalroot.

7.8 The Athlete must preserve copies of approvals, the published version, disclosure wording and available analytics for at least 24 months after publication and must reasonably cooperate with a substantiation request, complaint, Platform enquiry or regulatory investigation.

8. OWNERSHIP AND USE OF CONTENT

8.1 All rights, title and interest in the Content, including copyright and every other intellectual-property right capable of transfer, belong to Tidalroot from creation and endure in perpetuity. To the extent that any right does not transfer automatically, the Athlete assigns that right to Tidalroot with effect from creation, worldwide and for the full period of the right, including all renewals and extensions.

8.2 Tidalroot may use, copy, repost, publish, edit, crop, resize, subtitle, combine, adapt, distribute and advertise the Content in any lawful medium. Tidalroot may use the Athlete’s name, image, likeness, voice, social-media handle, sporting discipline and genuine testimonial with the Content and for promoting Tidalroot and the Products.

8.3 The Athlete consents, to the extent permitted by law, to the reasonable editing and use of the Content without further approval or any additional monetary payment or compensation. Tidalroot may not use an edit to fabricate a statement or personal experience, falsely describe the Athlete, or imply that the Athlete supports an unrelated product, service, organisation or political cause.

8.4 The rights transferred under this clause are fully compensated by the Products supplied in accordance with clause 4. No monetary payment or additional compensation is payable for the transfer or continued exercise of those rights. The rights continue after this Agreement ends. The Athlete must sign any reasonable document required to confirm or give effect to Tidalroot’s ownership, provided that the document is consistent with this Agreement.

8.5 The assignment in this clause includes present and future Intellectual Property Rights in the Content, the right to sue for and recover damages or other relief for infringement, and the right to license, assign or transfer the Content to Tidalroot’s affiliates, agencies, retailers, distributors, media partners, Platforms and successors.

8.6 To the fullest extent permitted by law, the Athlete waives and agrees not to assert moral rights in the Content. To the extent that a moral or similar right cannot validly be waived, the Athlete irrevocably consents to every act or omission authorised by this Agreement that would otherwise infringe that right.

8.7 The Athlete warrants that, except for Brand Assets and approved third-party material, the Content is original and does not infringe another person’s Intellectual Property Rights, privacy, personality rights or contractual rights.

8.8 Tidalroot owns the Brand Assets at all times. Tidalroot grants the Athlete a limited, revocable, non-exclusive and non-transferable permission to use the Brand Assets only to create and publish the Deliverables during the Term and in accordance with this Agreement.

8.9 Tidalroot is not obliged to publish, repost, advertise with or continue using any Content and may archive or discontinue Content at its discretion, subject to applicable law.

9. WHITELISTING AND PAID ADVERTISING

9.1 Whitelisting means using a Platform’s official advertising tools to run an advertisement that displays the Athlete’s name, profile or social-media handle. The advertisement may look as though it is published or promoted from the Athlete’s account, but Tidalroot will not receive the Athlete’s password or unrestricted access to the account.

9.2 Tidalroot will manage the whitelisted advertising and will be responsible for paying the applicable advertising costs directly to the relevant Platform or service provider. Advertising expenditure is a campaign expense incurred by Tidalroot and does not constitute compensation or payment to the Athlete. The Athlete is not entitled to receive any portion of the advertising budget or expenditure.

9.3 The Athlete agrees to accept and maintain the Platform permission, partnership-ad request, advertising code or similar approval reasonably required by Tidalroot. The Athlete must respond within one Business Days after a reasonable request. If a permission expires, the Athlete must renew or re-authorise it within the same period.

9.4 Tidalroot may use Approved Content for paid advertising during the Agreement and for 12 months from first publication and thereafter in perpetuity. Tidalroot may continue any campaign already running when the Agreement ends.

9.5 The Athlete may suspend a permission immediately if reasonably necessary because the account has been compromised, a Platform or law requires it, or the advertisement creates a genuine safety or unlawful-use concern. The Athlete must notify Tidalroot promptly so the Parties can address the issue.

9.6 Tidalroot may add lawful calls to action, links, prices, offer dates, subtitles, captions, branding, technical variations and different aspect ratios to Approved Content. Tidalroot must not use an edit to fabricate a factual statement or personal experience that the Athlete did not make or have.

9.7 The Athlete must not provide a password, backup code or unrestricted account access. Whitelisting is limited to the Platform-approved advertising permission required for the Campaign and does not authorise access to unrelated posts, private messages or account information.

9.8 Tidalroot controls advertising budget, targeting, placement, format and flighting. Tidalroot does not guarantee a minimum spend, number of advertisements, reach, impressions, engagement, sales or any other outcome.

9.9 Platform advertising libraries, caches, audit records and historic public posts may remain visible after an advertising campaign or this Agreement ends. Their continued visibility does not constitute a new use of the Content and does not entitle the Athlete to any monetary payment or additional compensation.

10. NON-EXCLUSIVITY

10.1 This appointment is not exclusive to either Party. The Athlete remains free to work with other brands and pursue other sporting, employment and commercial opportunities. Tidalroot may appoint, contact, engage or use other athletes, ambassadors, influencers or content creators at any time, including for the same Products or Campaign.

10.2 The Athlete must nevertheless avoid placing a direct competitor’s product in the same Tidalroot video or connected campaign post, because that could make the approved content confusing or misleading. No broader restriction applies unless both Parties sign a separate written exclusivity agreement that clearly identifies its scope and duration.

10.3 Before signing, the Athlete must disclose in Schedule 1 any existing sponsorship, team, federation, employer, manager or agent arrangement that could prevent performance or conflict with the Campaign. The Athlete must notify Tidalroot before accepting a new arrangement that creates an actual conflict with an approved Tidalroot Deliverable.

11. PRODUCT SUITABILITY, HEALTH AND LIABILITY

11.1 The Athlete is responsible for deciding whether a Product is suitable for them. Before using a Product, the Athlete must read the full label and ingredients, follow the stated directions and consider allergies, intolerances, medical conditions, pregnancy or breastfeeding, medication, supplements already being used and the rules of the Athlete’s sport.

11.2 If the Athlete is uncertain, the Athlete must obtain advice from an appropriately qualified healthcare, nutrition or anti-doping professional before use. The Athlete is never required to consume a Product that they reasonably consider unsuitable, and must inform Tidalroot so that an alternative can be considered.

11.3 Unless Tidalroot gives the Athlete specific written substantiation, the Products must not be described as medicines, medically tested to establish a particular outcome, scientifically proven to produce a particular performance or health result, WADA-approved, banned-substance tested, risk-free or guaranteed to produce any result. Individual experiences may differ.

11.4 To the fullest extent permitted by law, the Athlete uses the Products voluntarily and at their own risk. Tidalroot does not give the Athlete medical advice and is not responsible for a reaction or loss caused by the Athlete’s failure to read the label, disclose a known concern, follow directions, check sporting rules or obtain appropriate professional advice.

11.5 Nothing in this Agreement excludes or limits liability that cannot lawfully be excluded or limited, including liability arising from fraud, gross negligence or rights that apply under the Consumer Protection Act 68 of 2008. This Agreement binds only Tidalroot and the Athlete; it does not remove or reduce the statutory rights of any customer or other end user who purchases a Product.

11.6 The Athlete must notify Tidalroot promptly of any suspected adverse reaction, product-quality complaint, tampering, recall or safety issue and, where possible, provide the product name, batch number and relevant details. The Athlete must cooperate with reasonable safety, correction or recall instructions.

11.7 The Athlete acknowledges that anti-doping rules may impose strict personal responsibility for substances found in the Athlete’s body. Unless Tidalroot confirms a specific certification in writing, the Athlete must not assume or imply that a Product is free from all prohibited substances or guaranteed not to result in an adverse analytical finding.

11.8 The Athlete must not give a customer or follower any warranty, guarantee, medical assurance or undertaking on behalf of Tidalroot. Any customer query about ingredients, suitability, returns, complaints or adverse events must be referred to Tidalroot through the contact details available on Tidalroot’s website.

11.9 A disclaimer in Content or this Agreement does not replace accurate labelling, lawful advertising or any duty imposed on Tidalroot by applicable law. Where the law gives a customer a right or remedy that cannot be waived, that right or remedy remains unaffected.

12. REPRESENTATIONS, WARRANTIES AND INDEMNITIES

12.1 The Athlete represents and warrants to Tidalroot on the Effective Date and throughout the Term that the Athlete has full capacity and authority to enter into and perform this Agreement, and that doing so does not breach any sponsorship, team, federation, employer, manager, agency or other binding obligation.

12.2 The Athlete represents and warrants that all information given to Tidalroot about identity, audience, reach, engagement, existing commitments and conflicts is complete and accurate in all material respects, and that no engagement statistics have been artificially purchased or materially manipulated.

12.3 The Athlete represents and warrants that the Content will be original except for approved Brand Assets and properly licensed third-party material; will comply with this Agreement, the Campaign Brief, applicable law and Platform rules; and will not infringe another person’s Intellectual Property Rights, privacy, personality rights or contractual rights.

12.4 Tidalroot represents and warrants that it is entitled to provide the Brand Assets and Products for the purposes contemplated in this Agreement and that the Approved Claims Guide reflects the claims and mandatory wording that Tidalroot authorises at the time it is supplied.

12.5 Neither Party warrants or guarantees sporting performance, a particular Product outcome, the Athlete’s continued eligibility, audience response, Platform availability, reach, engagement, sales or any other commercial result.

12.6 The Athlete indemnifies Tidalroot, its directors, employees and appointed agencies against a third-party claim, regulatory penalty, all reasonable legal costs or direct loss to the extent caused by the Athlete’s material breach of this Agreement, an unauthorised product or medical claim introduced by the Athlete, infringement by Athlete-supplied material, unlawful conduct, fraud, gross negligence or wilful misconduct.

12.7 Tidalroot, may in it’s sole discretion, in the future if the need arises, indemnify the Athlete against a third-party intellectual-property claim to the extent caused solely by the Athlete’s authorised use, without alteration, of Brand Assets supplied by Tidalroot in accordance with the Campaign Brief.

12.8 A Party seeking indemnification must notify the other Party promptly, provide reasonable information and cooperation, and not settle the relevant claim in a manner that admits fault by or imposes an obligation on the indemnifying Party without that Party’s written consent, which may not be unreasonably withheld.

12.9 Neither Party is liable to the other for indirect, special or consequential loss, loss of profit, loss of opportunity, loss of anticipated savings or reputational loss, except to the extent that the exclusion is prohibited by law or the loss forms part of a valid third-party claim covered by an indemnity.

12.10 Subject to clause 12.11, Tidalroot’s aggregate liability arising from or connected with a monthly Campaign is limited to the total retail value of the Products supplied to the Athlete for that monthly period.

12.11 No limitation or exclusion in this Agreement applies to fraud, wilful misconduct, gross negligence, death or personal injury caused by a Party, breach of confidentiality or data-protection duties, infringement of Intellectual Property Rights, or liability that applicable law does not permit to be excluded or limited.

13. CONFIDENTIALITY AND PERSONAL INFORMATION

13.1 Each Party must keep confidential all non-public campaign, commercial, product, customer, financial, technical and personal information received from the other Party, must use it only for the purposes of this Agreement, and may disclose it only to persons who need it for those purposes and are required to protect it.

13.2 Confidential information does not include information that is lawfully public other than through a breach, was already lawfully known without restriction, was independently developed without use of the confidential information, or was lawfully received from another source without a duty of confidence.

13.3 A Party may disclose confidential information where required by law, court order or a competent regulator, but must, where lawful and reasonably practicable, notify the other Party before disclosure and disclose only what is required.

13.4 The Athlete must comply with any written product-launch or campaign embargo and must not tease, leak, photograph, discuss or publish an unreleased Product, price, promotion or Campaign before the authorised time.

13.5 Each Party must process Personal Information lawfully and reasonably in accordance with the Protection of Personal Information Act 4 of 2013. Tidalroot may process the Athlete’s identity, contact details, Content, social-media information and Campaign statistics to onboard the Athlete, operate and measure the Campaign, exercise contractual rights, prevent fraud, comply with law and maintain business records.

13.6 Tidalroot may share necessary Personal Information with its personnel, professional advisers, ecommerce and payment providers, agencies, media partners, retailers and Platforms, subject to appropriate safeguards and any applicable cross-border-transfer requirements.

13.7 The Athlete must not collect competition entries, email addresses, health information or other follower information on Tidalroot’s behalf unless a separate written instruction identifies the lawful purpose, required notices, security arrangements, retention period and authorised recipients.

13.8 Each Party must use reasonable security measures and notify the other without undue delay of an account compromise or Personal Information security incident relevant to the Campaign. The duties in this clause continue after termination for as long as the information remains confidential or protected by law.

14. TERMINATION AND CONSEQUENCES

14.1 Either Party may elect not to continue the relationship after a monthly period by giving written notice before that period ends. The Agreement will then end at the close of that period without cause or penalty, subject to accrued rights and continuing provisions.

14.2 The Parties must use reasonable efforts to complete Deliverables already approved or committed for the current monthly period, unless they agree in writing to cancel, replace or reschedule them.

14.3 Tidalroot may suspend the Athlete’s appointment, new Content and Paid Media while reasonably investigating an urgent safety, legal, regulatory, Platform, anti-doping, account-security or material reputational concern.

14.4 Tidalroot may terminate immediately by written notice if the Athlete commits fraud or deliberate deception; purchases false engagement to obtain or retain the appointment; repeatedly fails to provide material Deliverables; publishes materially unlawful or unapproved Content; makes a materially false product claim; seriously infringes confidentiality or Intellectual Property Rights; refuses a lawful urgent correction; or engages in serious conduct that makes continued public association commercially unreasonable.

14.5 The Athlete may terminate immediately if Tidalroot requires unlawful or materially misleading Content, commits a material breach that cannot be remedied, or fails to remedy another material breach within the period required under clause 15.

14.6 On termination, the Athlete must stop representing that the appointment remains current, cease new use of Brand Assets, return confidential or unreleased materials and comply with lawful safety, recall or regulatory takedown instructions.

14.7 Termination does not require the removal of historic Approved Content merely because the Term has ended. Approved posts must remain visible for the agreed 12-month live period, and Tidalroot’s ownership, reposting rights, Paid Media rights for the agreed usage period, accrued rights and obligations, confidentiality provisions, indemnities and all other provisions intended to survive termination remain effective.

15. BREACH

15.1 If either Party (the Defaulting Party) breaches a provision of this Agreement and the breach can be remedied, the other Party (the Aggrieved Party) may give the Defaulting Party five Business Days’ written notice, or a longer period specified in the notice, to remedy the breach.

15.2 A shorter reasonable remedy period may be stated where a publication deadline, advertising complaint, safety concern, Platform requirement or legal obligation makes five Business Days impracticable. The notice must describe the breach and the action reasonably required to remedy it.

15.3 If the Defaulting Party fails to comply with the notice, the Aggrieved Party may claim immediate payment or performance of obligations already due, suspend its corresponding performance, or cancel this Agreement by written notice where the breach is material.

15.4 The Aggrieved Party may cancel immediately by written notice if the Defaulting Party commits a material breach that cannot reasonably be remedied; is placed under liquidation, sequestration or business rescue other than for a solvent reconstruction; makes a general arrangement with creditors; or commits fraud or wilful misconduct materially affecting the Agreement.

15.5 Cancellation is effective when the cancellation notice is received, unless the notice states a later date. Cancellation is without prejudice to any claim, right or remedy arising from a breach that occurred before cancellation.

15.6 The remedies in this clause are cumulative and do not exclude any remedy available under South African law, subject to the limitations and exclusions lawfully agreed in this Agreement.

16. FORCE MAJEURE

16.1 To the extent that it becomes impossible for a Party to perform an obligation, other than an obligation to pay an amount already due, because of an event or circumstance that was neither foreseen nor reasonably foreseeable when this Agreement was entered into, or that could not reasonably have been guarded against or avoided, the affected Party is excused from performance for the duration of the impossibility.

16.2 Events may include serious illness or injury, competition cancellation or rescheduling, Platform outage, cyber incident not caused by the affected Party, natural disaster, civil emergency, epidemic, government restriction, interruption of essential services or another event genuinely beyond the affected Party’s reasonable control.

16.3 The affected Party must notify the other Party as soon as reasonably possible and, where practicable, within five Business Days, describing the nature, extent, expected effect and likely duration of the event, and must provide reasonable updates.

16.4 The affected Party must take commercially reasonable steps to avoid or minimise the consequences, and must resume performance and notify the other Party as soon as performance becomes possible.

16.5 The Parties must first try to reschedule, substitute or modify an affected Deliverable. Performance is suspended only to the extent and for the period that the event makes it impossible.

16.6 If the event continues for more than 10 Business Days or defeats the commercial purpose of the affected Campaign, either Party may cancel the affected Deliverable or terminate the relevant monthly period by written notice, without liability for the unperformed part.

17. NOTICES AND ADDRESSES

17.1 Any notice, consent, approval or other formal communication in connection with this Agreement must be in writing and in English.

17.2 Each Party chooses the physical address and email address corresponding to its name in Schedule 1 as the address to which notices must be sent and as its domicilium citandi et executandi for service of legal process.

17.3 A Party may change its notice details or domicilium to another physical address in South Africa by written notice to the other Party. The change takes effect five Business Days after receipt.

17.4 A notice takes effect when received, or on any later date stated in it. Unless the contrary is proved, a notice delivered by hand is received on delivery, provided that delivery after ordinary business hours or on a non-Business Day is treated as received on the next Business Day.

17.5 An email is deemed received on the first Business Day after transmission, unless the sender receives an automated delivery-failure notification. Urgent Campaign directions may be sent through the agreed messaging channel, but a breach or termination notice must also be sent by email.

17.6 A notice actually received by a Party is effective even if it was not sent or delivered strictly in accordance with this clause.

18. GENERAL

18.1 This Agreement is the whole agreement between the Parties regarding its subject matter and replaces all previous proposals, discussions, representations and understandings relating to that subject matter.

18.2 No addition to, variation of or consensual cancellation of this Agreement, including this clause, has effect unless recorded in writing and signed or otherwise expressly accepted in writing by both Parties.

18.3 No relaxation, indulgence, delay or failure by a Party to enforce a right is a waiver of that right or prevents later enforcement. A single or partial exercise of a right does not prevent any further exercise of that or another right.

18.4 The Parties undertake to do everything reasonably necessary or incidental to give effect to this Agreement, including signing reasonable confirmatory documents and providing Campaign permissions contemplated in its terms.

18.5 Except as specifically provided, neither Party may cede its rights or delegate its obligations without the prior written consent of the other Party, which may not be unreasonably withheld. Tidalroot may transfer this Agreement to an affiliate or successor to the Tidalroot business that assumes Tidalroot’s obligations, after written notice to the Athlete.

18.6 The Athlete may not transfer, subcontract or delegate personal services, testimonial obligations, publicity permissions or account approvals without Tidalroot’s prior written consent.

18.7 If any provision is illegal, invalid or unenforceable, it must be limited or severed only to the minimum extent necessary, and the remaining provisions continue in force to the extent that they substantially reflect the Parties’ original intention.

18.8 Each Party bears its own costs of negotiating, preparing and signing this Agreement unless Schedule 1 expressly provides otherwise.

18.9 This Agreement does not create a partnership, joint venture, fiduciary relationship, employment relationship or authority for either Party to bind the other.

19. APPLICABLE LAW

19.1 This Agreement is governed by and must be interpreted in accordance with the laws of the Republic of South Africa.

20. JURISDICTION

20.1 Before starting proceedings, a Party must give written details of the dispute and the Parties must attempt in good faith to resolve it through authorised representatives. They may agree to confidential mediation, but neither Party is compelled to delay urgent relief.

20.2 The Parties submit to the non-exclusive jurisdiction of the South African courts having jurisdiction in Johannesburg, Gauteng, in respect of every dispute arising from or connected with this Agreement.

20.3 Each Party consents to the jurisdiction of the Magistrates’ Court where it otherwise has jurisdiction, without preventing either Party from approaching a competent High Court or seeking urgent, interim or intellectual-property relief.

21. COUNTERPARTS AND ELECTRONIC SIGNATURE

21.1 This Agreement may be executed in counterparts, each of which is an original and all of which together constitute the same agreement.

21.2 A signature applied through a reliable electronic-signature method, or a scanned signed counterpart transmitted electronically, is treated as an original to the extent permitted by applicable law.

SIGNATURE

By accepting and ticking the ‘I have read and agree to the Tidalroot Athlete Agreement’ checkbox you are agreeing to the terms and conditions, together with the schedules set out in this agreement.

SCHEDULE 1. ATHLETE AND CAMPAIGN DETAILS

DETAIL	AGREED INFORMATION
TIDALROOT REGISTRATION NUMBER	2023/190873/07
TIDALROOT PHYSICAL ADDRESS	147 Republic Road, Randburg, 2032
TIDALROOT NOTICE EMAIL	info@tidalroot.com
TIDALROOT CAMPAIGN CONTACT	Zakiyya/Zakariyya
ATHLETE FULL LEGAL NAME	As per submitted form
ATHLETE ID/PASSPORT NUMBER	As per submitted form
ATHLETE PHYSICAL ADDRESS	As per submitted form
ATHLETE EMAIL AND MOBILE NUMBER	As per submitted form
SPORT OR DISCIPLINE	As per submitted form
SOCIAL-MEDIA HANDLES	As per submitted form
EFFECTIVE DATE	Shall be the first business day after the application is submitted and the terms and conditions are accepted by the affiliate
PLATFORMS	As per submitted form
MONTHLY CONTENT	1.At least two original videos, each 20–60 seconds long. 2.Two static or video stories.
PRODUCTS	Four different Tidalroot Products per month, subject to approval and availability
ADDITIONAL PAYMENT OR COMMISSION	The Products supplied under clause 4 constitute the Athlete’s sole and complete compensation. No cash payment, fee or commission is payable to the Athlete.
PAID-MEDIA USAGE PERIOD	12 months from first publication and thereafter in perpetuity.
CAMPAIGN BRIEF OR SPECIAL TERMS	Each video must be vertical (9:16), at least 1080p, between 20 and 60 seconds long, and contain clear audio and suitable lighting. Draft versions must be submitted to Tidalroot for approval by the review date and time communicated via email. Following approval and completion of any reasonably requested amendments, the videos must be published in their final approved form by the publication deadline communicated via email. Each post must collaborate with @tidalroot. The Athlete must follow Tidalroot’s Approved Claims Guide and may not make any unapproved medical, treatment or performance claims. The Athlete must also provide Tidalroot with a high-resolution MP4 copy of each final video without platform watermarks.

Schedule 1 acceptance: The Parties confirm that the information above is complete and forms part of the Agreement.

SIGNATURE

SCHEDULE 2. CONTENT AND PRODUCT GUIDELINES

BEFORE FILMING

Read the Product label and ingredients. Confirm that the Product is suitable for you and that its use is consistent with your health needs, medication and sporting rules. Ask Tidalroot if any claim or instruction is unclear.

WHAT THE VIDEO SHOULD CONTAIN

Use the correct Product name, show the current packaging clearly, explain your genuine experience, include the required advertising disclosure, and follow the agreed format, tags, links and call to action.

WHAT YOU MUST NOT SAY

Do not promise a guaranteed result; make a disease, treatment or medical claim; say that a Product is medically tested, scientifically proven, WADA-approved or risk-free without Tidalroot’s exact written approval; recommend an unapproved dose; or describe an experience that did not happen.

THIRD-PARTY MATERIAL

Use only music, footage, images, locations and people for which the necessary commercial permissions have been obtained. If uncertain, use material supplied or approved by Tidalroot.

SUBMISSION AND PUBLICATION

Send the full video and caption to Tidalroot before publication. Make the reasonable requested changes and publish only the final approved version on the agreed date.

PROBLEMS AND SAFETY CONCERNS

Immediately notify Tidalroot about any product reaction, quality complaint, regulator or Platform enquiry, misleading statement, account compromise or other material issue connected with the campaign.

Athlete acknowledgement: I have read and understood these guidelines and agree to follow them for all Tidalroot content.

SIGNATURE

SCHEDULE 3. EXISTING COMMITMENTS AND THIRD-PARTY RIGHTS

The Athlete must disclose every current arrangement or third-party right that could affect the Campaign. If there is nothing to disclose, write ‘None’. This Schedule must be updated promptly if the information changes during the Term.

MATTER	DISCLOSURE
Existing sponsors or endorsements	As per submitted form
Team, federation, employer or scholarship restrictions	As per submitted form
Manager or agent	As per submitted form
Other actual or potential conflicts	As per submitted form

Athlete confirmation: I confirm that the disclosures above are complete and accurate as at the date of signature.

SIGNATURE