Influencer Terms and Conditions
PurPics, Inc Influencer Terms and Conditions
Last Updated: 12/23/2019
1. PROGRAM. Brands use the Platform to be matched with Influencers, like you, who choose to promote their company or offerings in Campaigns. By participating in a Campaign, an Influencer can raise funds for Non-Profit Partners that are designated by the Influencer’s associated Organization. The Non-Profit Partners designated by the Influencer for the Campaign then receive fundraising proceeds proportionate to the Influencer’s social media engagement during the Campaign.
When a Brand initially selects you as an Influencer, PurPics will contact you to confirm the match. If you agree to be an Influencer for the Brand, you must register as a Registered User for an Account so PurPics can use the Platform to track and monitor your social media activity. On behalf of the Brand with which you are matched, you will use the Platform to post Influencer Content.
2. INTELLECTUAL PROPERTY.
2.1 INFLUENCER CONTENT. Influencer owns all right, title and interest, including all intellectual property rights, in and to the Influencer Content. Influencer hereby grants to PurPics and the Brand for which the Influencer Content was created an irrevocable, perpetual, non-exclusive, worldwide, sublicensable, royalty-free license to use, reproduce, transmit, publish, distribute and make derivative works of, the Influencer Content for purposes of advertising and promoting PurPics, the applicable Brand, their respective products and services and/or the Campaign, but not in connection with the advertisement or promotion of any third party.
2.2 INFLUENCER NAME AND LIKENESS. Influencer grants to PurPics and the Brand for which the Influencer participates in a Campaign the right and license to reference, reproduce, transmit, publish, and otherwise use the name, image, likeness, biographical details, indicia of identity, and all associated publicity rights and privacy rights of the Influencer, and any trademarks or services marks the Influencer owns and uses to brand him or herself within the Influencer Content (“Influencer Name and Likeness”) in connection with PurPics’ provision of the Services, exercise of its (and/or the applicable Brand’s) rights, and fulfillment of its obligations hereunder.
2.3 BRAND MARKS. For each Campaign, PurPics shall procure sufficient rights from the Brand for Influencer to use the trade names, trademarks, service marks, and logos specified by the Brand and communicated to Influencer by PurPics (the “Brand Marks”) solely for Influencer to fulfill his or her obligations under the Campaign and for no other purpose. Without limiting the foregoing, you agree that you will not make any posts incorporating, or otherwise using, the Brand Marks after the end of the Campaign, and that you may only use the Brand Marks in strict accordance with Brand Requirements (as defined below). All uses of the Brand Marks will inure to the benefit of the applicable Brand. Should Brand or PurPics reasonably object, at any time, to your use of any Brand Mark, PurPics or Brand may revoke the rights granted to you to use the Brand Marks in this Section, and you will immediately cease all use of the Brand Marks in the manner identified by PurPics or Brand, as applicable.
3. INFLUENCER PARTICIPATION.
3.1 BRAND REQUIREMENTS AND SUPPORT. For each Campaign, PurPics shall make available to you: (a) any written guidance that the applicable Brand provides to PurPics regarding use of its Brand Marks and the Influencer Content desired for the Campaign (“Brand Requirements”); and (b) general and technical training and support on best practices for producing Influencer Content for the Campaign and how to use the PurPics technology in connection therewith.
3.2 MINIMUM INFLUENCER TERMS. As an Influencer, you represent and warrant that, for each Campaign:
(a) You will adhere to the Brand Requirements of the relevant Brand;
(b) You will not conduct yourself in a manner that is reasonably likely to (i) cause a material adverse change in the reputation of the Brand or the goodwill associated with the Brand Marks, or (i) result in negative publicity about the Brand or your association with the Brand. Further, you will not malign or disparage Brand or any of its products or services; and you will refrain from becoming involved in any situation that (A) involves criminal misconduct or an act of moral turpitude; (B) subjects Brand, the Brand’s products or services, the Campaign or your endorsement or services in support of the Campaign as provided for herein to public disrepute, contempt, scandal or ridicule; (C) tends to shock, insult or offend the community at large; or (D) tarnishes any Brand Marks by association with you or your endorsement or services, or the Campaign provided for herein (the occurrences described in this Section 4.2(b), collectively, the “Disparagement Acts”), regardless of whether or not information relating to any such Disparagement Act becomes public or whether or not any civil or criminal proceedings are instituted or sanctions imposed, or any federal, state, or local investigative proceedings are instituted or commenced in connection with such Disparagement Act;
(c) Any and all communications or statements made in your Influencer Content or otherwise about the Brand or its products or services (each a “Communication”) by or on behalf of you will be effected in a manner that complies with applicable laws, rules, regulations and guidelines (including the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising, as well as the rules, regulations and policies of each applicable digital and/or social media platform, including with respect to disclosures necessary to clearly and conspicuously indicate to consumers that you received consideration in exchange therefor). Without limiting the generality of the foregoing, each Communication shall be preceded with (i) a clear and conspicuous disclosure of the nature of your relationship with Brand or (ii) if the posting is a social media posting, either the disclosure in the foregoing clause (i) or “#ad,” “#[Brand]_ambassador” or “[Brand]sponsored.”
(d) You acknowledge and agree that you will promptly remove or revise any Influencer Content that Brand or PurPics determines, in its sole judgment, is objectionable for any reason.
3.3 PRESERVATION OF SOCIAL MEDIA POSTS. Notwithstanding anything in these Supplemental Terms to the contrary, unless required by applicable law, PurPics and you agree that, after each Campaign, neither PurPics nor Brand is obligated to remove any social media posts incorporating Brand Marks or the Influencer Name or Likeness that were made or posted during the Campaign.
4. CONFIDENTIALITY. You may receive non-public, proprietary information about PurPics or one or more Brands in connection with your participation with the Services (“Confidential Information”). You agree not to use or disclose to any third party any Confidential Information except as expressly authorized under these Supplemental Terms. You may only disclose Confidential Information (i) to the extent required by law, rule, or regulation, (ii) to the extent required to comply with an order of a court or other governmental body, provided that you first have given written notice to PurPics and made a reasonable effort to obtain a protective order; and/or (iii) to your accountants and legal, financial and marketing advisors who have a need to know, provided that such recipients are bound by non-use and confidentiality restrictions at least as protective of PurPics and Brand as provided herein.
5. REPRESENTATIONS AND WARRANTIES. You represent and warrant that: (a) you have not engaged in, or caused or permitted any third party to engage in, the purchase of any social media followers and/or any activity the purpose or effect of which is to fraudulently or artificially manipulate any social media metrics, engagement, or other reporting; and (b) your activities under these Supplemental Terms, including with respect to the Influencer Content, the Influencer Name and Likeness, and the authorized use and activation thereof by PurPics as set forth herein: (i) will comply with all applicable laws, rules, and regulations, as well as all terms of service and other applicable policies of any social media platform used by or on behalf of Influencer hereunder; (ii) will not violate, misappropriate or infringe the rights of any third party, including patent, copyright, trademark, trade secret, and other intellectual property, proprietary, and contractual rights, as well as the rights of privacy and publicity; and (iii) will not give rise to any cause of action for libel, slander, defamation, or other similar claim.
6. PUBLICITY. The publication or dissemination of any Influencer Content or communications relating to such content, the Brand or the Campaign (including the timing thereof) will be determined in Brand’s sole discretion.
7. INDEPENDENT CONTRACTOR. Nothing in these Supplemental Terms will be deemed to create the relationship of partners, joint venturers, employer-employee, master-servant, or franchisor-franchisee between the parties. It is understood that your status hereunder is that of an independent contractor and that in performing your obligations hereunder, you will not be deemed an employee of PurPics. As an independent contractor, you shall not, and you hereby waive any right to, participate in or receive any benefits under any compensation arrangement or employee benefit plan sponsored, maintained or contributed to by PurPics, regardless of whether or not you subsequently are reclassified as an employee of PurPics pursuant to Internal Revenue Service rule, regulation or the interpretation thereof, or otherwise. All contracts made by you in the performance of your obligations hereunder will be made by you as principal and not as an agent of PurPics and PurPics will not have any liability to any party under any such contracts.
8. THIRD PARTY BENEFICIARY. You agree to comply with all applicable third party terms when participating in a Campaign (e.g., terms of service for social media platforms) and using the Platform. Each Brand with which you are matched and for which you provide Influencer Content during a Campaign, and such Brand’s affiliates, are third party beneficiaries of the PurPics Agreement to the extent of each such Brand’s (and its affiliates’) rights and interest therein, and upon your acceptance of these Supplemental Terms, such entities have the right (and will be deemed to have accepted the right) to enforce the PurPics Agreement against you as a third party beneficiary of the PurPics Agreement.