K9 Connoisseur, LLC Brand Influencer Terms and Conditions
Last Updated: 10.28.2024
Table of Contents
- Introduction
- Program Description
- Enrollment and Application
- Brand Influencer Program
- Brand Influencer Services
- Content Guidelines
- Joining Bonus, Commissions, and Qualified Sales
- Confidential Information
- Intellectual Property
- Term and Termination
- Third-Party Obligations
- Indemnity
- Limitation of Liability
- Disclaimer
- Modification of Terms
- Governing Law and Disputes
- Miscellaneous
- Exhibit A: Standards of Conduct
PLEASE READ THESE INFLUENCER TERMS (DEFINED BELOW) CAREFULLY BEFORE SUBMITTING YOUR APPLICATION TO BECOME A BRAND INFLUENCER (DEFINED BELOW). YOU ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH THESE INFLUENCER TERMS.
THESE INFLUENCER TERMS REQUIRE THE USE OF MANDATORY ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. SEE SECTION 16 FOR MORE INFORMATION. BY SUBMITTING YOUR APPLICATION, YOU AGREE TO RESOLVE ANY DISPUTE IN ANY WAY ARISING OUT OF OR RELATING TO THESE INFLUENCER TERMS OR THE PROGRAM (DEFINED BELOW) THROUGH BINDING ARBITRATION OR SMALL CLAIMS DISPUTE PROCEDURES, UNLESS OTHERWISE PROVIDED BELOW, AND YOU AGREE TO WAIVE YOUR RIGHTS TO PARTICIPATE IN A CLASS ACTION SUIT.
BY SUBMITTING YOUR APPLICATION AND PARTICIPATING IN THE PROGRAM, YOU AGREE TO THESE INFLUENCER TERMS BETWEEN YOU AND K9 CONNOISSEUR (DEFINED BELOW). YOU AGREE TO BE LEGALLY BOUND BY AND COMPLY WITH THESE INFLUENCER TERMS, INCLUDING ALL APPLICABLE POLICIES REFERENCED HEREIN.
IF YOU DO NOT AGREE TO THESE INFLUENCER TERMS, DO NOT SUBMIT AN APPLICATION. IF AT ANY TIME YOU NO LONGER WISH TO BE BOUND BY THESE INFLUENCER TERMS, YOU MUST IMMEDIATELY PROVIDE WRITTEN NOTICE TO K9 CONNOISSEUR USING THE MECHANISM SET FORTH IN SECTION 10.
1. Introduction
a. These Brand Influencer Terms and Conditions govern the K9 Connoisseur Brand Influencer Program (the “Program”). The Program is operated by K9 Connoisseur, LLC (“K9 Connoisseur,” “we,” “us,” or “our”) and is subject to these Brand Influencer Terms & Conditions as well as any documents or policies they expressly incorporate by reference, including, without limitation, our Brand Influencer Privacy Notice (accessible at https://k9connoisseur.com/pages/brand-influencer-privacy-notice), and our Terms of Service (accessible at https://k9connoisseur.com/pages/brand-influencer-terms-and-conditions), any separate agreement we may require you to execute, as well as any K9 Connoisseur policies, standard operating procedures, or guidelines provided to you from time to time (collectively, these “Influencer Terms”). The Influencer Terms govern your relationship with K9 Connoisseur when you apply for and participate in the Program. By submitting your application and/or participating in the Program, you hereby agree to be bound by these Influencer Terms.
b. K9 Connoisseur may, in its sole and absolute discretion, with or without notice to you, modify or add to any of these Influencer Terms or the Program at any time, even though such changes may affect the amount of your Commission (defined below). See Section 15 for more information.
c. Third-party platforms (“Platforms”) may be utilized by K9 Connoisseur to provide certain services in connection with the Program. You acknowledge any and all Platform terms and conditions, including Amazon’s Privacy Notice (available at https://www.amazon.com/ gp/help/customer/display.html/?ie=UTF8&nodeId=468496&ref_=a20m_us_fnav_l_prvcy_us), Amazon’s Conditions of Use (available at https://www. amazon.com/gp/help/customer/display.html?ref_=hp_left_v4_sib&nodeId=GLSBYFE9MGKKQXXM), and similar terms issued by K9 Connoisseur or a third party and related to the Platforms or your use thereof (collectively, “Platform Terms”) are incorporated into the Influencer Terms. In the event of a conflict between these Influencer Terms and the Platform Terms, the Influencer Terms shall govern and control.
2. Program Description
a. The Program is a brand influencer program that allows a brand influencer whose application has been approved by K9 Connoisseur (a “Brand Influencer”) to receive certain benefits, such as Commissions on Qualified Sales (defined below) of Products (defined below), in exchange for providing certain Promotional Services (defined below) of Products to K9 Connoisseur.
b. There is no fee associated with your application to or enrollment and participation in the Program. Your participation in the Program is personal and non-transferable. Commissions and other Brand Influencer Promotions (defined below) or benefits may not be gifted, purchased, sold, bartered, brokered, or otherwise transferred.
3. Enrollment and Application
a. Brand Influencer; Territory. If selected by K9 Connoisseur, you will become a brand influencer (“Brand Influencer”) for products offered and sold by K9 Connoisseur (the “Products”) on its website (www.k9connoisseur.com) (the “Website”). Your territory shall be within the United States.
b. Enrollment.
i. Limitation. Participation in the Program is limited to eligible persons residing in the United States. For the avoidance of doubt, only natural persons transacting in their personal capacity and for their own account are eligible to participate. No business entities, third-party aggregators, organizations, or groups may apply for or enroll or participate in the Program.
ii. Application. To participate and enroll in the Program, and be eligible for the benefits, you must complete and submit the online application. Initial approval of your application does not mean that all information or actions set forth in the application comply with the Influencer Terms, and it is your continuing duty to ensure your compliance with the Influencer Terms. K9 Connoisseur may reject your application and/or dismiss you from the Program at any time at our sole and absolute discretion. You must provide your full and accurate legal name, a valid email address, postal address, Account (defined below) information, and any other information required to complete the application for the Program. You agree to only provide true and accurate information to K9 Connoisseur, and agree to update any such information as necessary to ensure that such information is kept complete and accurate. You shall not use any “bot” or other automated method to enroll or otherwise participate in the Program.
iii. Eligibility Criteria. You acknowledge and agree that you meet all of the following eligibility criteria:
- You have read, understand, and agree to be bound by the Influencer Terms.
- You are eighteen (18) years of age or older.
- You reside in the United States.
- You are authorized to work in the United States (proof of which may be requested by K9 Connoisseur at any time).
- You maintain and actively use an account on Instagram or another form of social media, including Facebook, X (Twitter), Pinterest, Snapchat, TikTok, Tumblr and/or YouTube, which has been approved by K9 Connoisseur (collectively, “Approved Media”). Your accounts on Approved Media are referred to as “Accounts.”
- You have at least ten thousand (10,000) followers on any Approved Media.
4. Brand Influencer Program
a. Acceptance. If K9 Connoisseur approves your Brand Influencer application, you will receive a notification via email to the email address you provided in your application. Upon notification, you are required to: (i) provide K9 Connoisseur a list of your Accounts (including the username and a link to such Account) on Approved Media, if not provided in your application; (ii) add K9 Connoisseur as a friend/follower on each Account; and (iii) provide K9 Connoisseur with information necessary to send your Joining Bonus (defined below) via PayPal in accordance with Section 7.a (e.g., PayPal username). K9 Connoisseur may also require you submit certain paperwork, such as tax and work eligibility documentation, prior to your provision of Promotional Services, as described hereunder. After K9 Connoisseur approves your Brand Influencer application, we will send a Product (the particular Product may vary in our sole and absolute discretion) to the address you provided in your application (the “Complimentary Product”).
b. Trackable Links/Discount Code. We may, directly or through the Program, provide you with links or URLs that hyperlink to certain K9 Connoisseur Products on our Website, Amazon Storefront, or other site, or our Website, Amazon Storefront, or other site generally, that are unique to you and allow us to track purchases made through your unique link or URL (“Trackable Link(s)”). We may alternatively or additionally, directly or through the Program, provide you with one or more unique discount codes for customers to enter when purchasing a Product (“Discount Code(s)”). You will use any Trackable Links and/or Discount Codes as we provide to you and will not change or manipulate the Trackable Links or Discount Codes.
c. Identification as Brand Influencer. Upon acceptance of your application and thereafter for the term of your Brand Influencer affiliation, you must conspicuously identify yourself as a “K9 Connoisseur Brand Influencer” on all Accounts and in all Content (defined below), advertising, promotional material, social media posts (e.g. by using “#K9ConnoisseurBrandInfluencer”), and any other forums in which you promote the Products.
d. Brand Influencer Promotions. From time to time, we may offer special promotions, offers, or gifts to Brand Influencers (“Brand Influencer Promotions”), which may be subject to additional terms and conditions that we post on the Website, on one of our social media accounts, on the Platforms, or that we otherwise communicate to you. Please review the terms and conditions for these Brand Influencer Promotions carefully if you choose to participate in any of them, as you will be subject to those terms, as well as these Influencer Terms.
5. Brand Influencer Services
a. Services. You agree to market and promote the Products on your Accounts (the “Promotional Services” or the “Services”), in a manner consistent with the guidelines provided herein. As a part of the Promotional Services, you agree to perform the following:
i. Create and post photo and/or video Content (defined below) promoting the Products as we may request from time to time on your Accounts as described in Section 5.b below;
ii. Share and promote your Trackable Links and/or Discount Codes for the Products in any Content you create or share on your Accounts;
iii. Promptly respond to communications from K9 Connoisseur personnel in text, email, phone, or any other form; and
iv. Communicate, network, and/or collaborate with social media influencers, K9 Connoisseur’s social media followers and customers, and any other individuals requested by K9 Connoisseur, to promote the Products.
b. Content. You are responsible for creating and posting any materials, including but not limited to content, photos, videos, verbiage, pictures, writings, other work product, and/or works of authorship generated as part of the content or otherwise related to the Promotional Services used to advertise and promote our brand and the Products on your Accounts and for linking to the Product, Website, Amazon Storefront, or other site via the Trackable Links, if applicable (collectively, “Content”). You are solely responsible for the Content, including the accuracy of the materials, and for ensuring that all Content you publish on your Accounts do not violate any law or infringe upon the rights of any third party. Any Content you create pursuant to these Influencer Terms must conform to the Content Guidelines set forth in Section 6 and any other criteria set forth herein or otherwise provided to you by K9 Connoisseur. You agree that none of the Content you post will require K9 Connoisseur to obtain authorizations, consents, licenses, or permissions from, or make any payments to, any third party for any liking, reposting, re-tweeting, or other use of your posts by K9 Connoisseur. You agree that K9 Connoisseur may post, re-post, upload, or otherwise re-use any of your Content at any time, without compensation other than what is provided in these Influencer Terms.
c. Compliance. You will comply with all applicable federal, state, and local laws, rules, and regulations, including but not limited to the Federal Trade Commission Act and all guidance, orders, rules, and regulations promulgated thereunder, including Federal Trade Commission Guides Concerning the Use of Endorsements and Testimonials in Advertising (“FTC Guides”) and any relevant guidance issued by the FTC, as well as any instructions or guidelines we publish or provide to you and all applicable federal and state privacy laws, including, without limitation the Standards of Conduct attached hereto as Exhibit A. You understand and agree that we will monitor compliance with these Influencer Terms. In addition to the foregoing, access to and use of the Approved Media and Account may be subject to the terms of the Approved Media provider (“Approved Media Terms”). You will comply with all Approved Media Terms and any breach of the Approved Media Terms shall be considered a breach of these Influencer Terms. K9 Connoisseur shall have no liability for your use of the Approved Media, Platforms, and/or Accounts.
d. Non-Disparagement. During the term of these Influencer Terms and thereafter, you agree to refrain from making negative, disparaging, untrue, or misleading statements or comments about K9 Connoisseur, the Products, or the officers, employees, or other Brand Influencers of K9 Connoisseur or any related company.
e. Negative Comments. K9 Connoisseur will always strive to deliver the best possible experiences for our Brand Influencers and customers. Should an issue arise, please direct all concerns to our customer service team at howl@k9connoisseur.com.
f.
Earnings Claims. You shall not make any earnings claims or representations in connection with promoting K9 Connoisseur as a business or income opportunity except as specifically set forth in materials published by K9 Connoisseur You acknowledge that K9 Connoisseur does not pay any compensation, bonus, or commission for enrolling other Brand Influencers in the Program.
g.
Ethical Business Practices. You shall at all times, operate as a Brand Influencer in a manner that reflects favorably at all times on the Products and the name, goodwill, and reputation of K9 Connoisseur and any related company. You shall not engage in deceptive, misleading, or unethical conduct or practices that are, or might be, detrimental to K9 Connoisseur, K9 Connoisseur employees, the Products, other Brand Influencers, K9 Connoisseur customers, or the public. You must conduct yourself at all times with the highest degree of professionalism and behave in a legal, ethical, and business-like manner and maintain the highest standards of integrity, honesty, and responsibility in your dealings with K9 Connoisseur, K9 Connoisseur employees, and K9 Connoisseur customers. In addition, you shall not do any of the following:
i. Place orders for the sole purpose of achieving a certain incentive, award, or bonus;
ii. Sell or re-sell any of the Products, or offer a cash incentive or discount on K9 Connoisseur Products as a means of promotion except as permitted herein; or
iii. Take any action (or fail to take an action) that is deemed to be unsuitable to K9 Connoisseur, in our sole and absolute discretion.
h. Rights of K9 Connoisseur. K9 Connoisseur reserves the right to preview your Content from time to time upon request and reserves the right to request changes to and/or removal of Content in our sole and absolute discretion. We have the right to monitor your Accounts at all times to ensure that your Accounts comply with the Influencer Terms, legal requirements (including, without limitation, the FTC Guides), and any other requirements. We may notify you of any changes to your Content or Accounts that we feel should be made. Without limiting our rights as stated herein, we may terminate your participation in the Program if you do not make any changes to your Account or the Content contained therein as requested by K9 Connoisseur. We reserve the right to terminate your participation in the Program immediately and without notice to you should we suspect that you have committed fraud or otherwise violated the Influencer Terms or applicable law. If such fraud or abuse is detected, K9 Connoisseur shall not be liable to you for any Commissions for such fraudulent sales.
i. Location of Sales. To support a standard of fairness for all Brand Influencers, you may not, on an ongoing basis, display or sell Products or K9 Connoisseur literature, or in any other way promote the K9 Connoisseur Brand Influencer opportunity or Products in any retail, wholesale, warehouse, or discount establishment without prior written permission from K9 Connoisseur.
j. Exclusivity. During the term of these Influencer Terms, you agree to not engage in any business or perform any services that are competitive with the business of K9 Connoisseur or the Program, or that constitute an actual conflict of interest. For the purposes of these Influencer Terms, the business of K9 Connoisseur is limited to the online and retail sale of catnip and similar pet products. You shall promote K9 Connoisseur and its business and shall not promote any business or ideas that compete or overlap with the business of K9 Connoisseur for the term of these Influencer Terms and for ninety (90) days thereafter.
6. Content Guidelines
a. Content Restrictions. You agree and understand that if any Content posted by or associated with you is deemed offensive or inappropriate, you will be deemed, at the sole discretion of K9 Connoisseur, ineligible to participate in the Program. You will then be disqualified from receiving any further compensation, recognition, communication, or Commission from K9 Connoisseur. Any Content you post must not:
i. Make any statements, representations, guarantees, or warranties regarding the Products that are inconsistent with those set forth in K9 Connoisseur marketing materials (whether with regard to prices, quality, performance, standards, contents, style or model, place of origin, availability, or otherwise);
ii. Contain any misleading or deceptive advertising material regarding K9 Connoisseur or the Products;
iii. Contain messages or images inconsistent with the positive images and/or goodwill with which K9 Connoisseur wishes to associate;
iv. Link to a website that copies, resembles, has the look and feel of or creates the impression that it is the Website or any other platform of K9 Connoisseur;
v. Read, intercept, record, re-direct, interpret, or fill in the contents of any electronic form or other materials submitted to K9 Connoisseur by any third party;
vi. Contain any promotional coupon, code, or link other than a Trackable Link or Discount Code that is not provided to you by K9 Connoisseur for the Program, or run any ad with any of K9 Connoisseur’s URLs offering Brand Influencer Commissions;
vii. Violate any law, rule, or regulation, or the intellectual property, publicity, or privacy rights of K9 Connoisseur or any third party;
viii. Contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other malicious codes or computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information;
ix. Except as expressly set forth by K9 Connoisseur in writing, contain any surveys or offer incentives, including, but not limited to, contest entries, sweepstakes, promotions, or prizes; or
x. Contain or link to or from any postings or other material that is sexually explicit, obscene, pornographic, offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender or gender expression, sexual orientation, physical disability, or otherwise), is graphically violent, is solicitous of any unlawful behavior, that engages in personal attacks on any individual, group, or entity, or is otherwise questionable to K9 Connoisseur in our sole and absolute discretion.
b. Advertising. All advertising claims you make about the Products, and all places where you promote the Products or place the Trackable Links or Discount Codes must be truthful, substantiated, non-misleading, and must not be deceptive. All required disclaimers, including, without limitation, any disclaimers required by the FTC Guides, must be clearly and conspicuously disclosed. You may not engage in any advertising or marketing practices that are deceptive, misleading, fraudulent, or otherwise objectionable in our sole and absolute discretion, including, without limitation, the following:
i. Alter or modify any Products or packaging, or take any action that affects or could affect the appearance, quality, content, or performance of any Products;
ii. Engage in, promote, or contribute to any activity, software, technology, or material that attempts to intercept, divert, or redirect traffic to or from any other website, or that diverts Commissions from another website or Brand Influencer;
iii. Use pop-ups, false or misleading links or cookie stuffing techniques that set the Platforms tracking cookie without the End Customers (defined below) knowledge (e.g., iframe);
iv. Use redirects to hide or manipulate where any user’s click originated from;
v. Fail to include any disclosure relating to endorsements required by the FTC Guides; or
vi. Attempt to mask Trackable Link information.
c. Telemarketing. You may not engage in or promote K9 Connoisseur or the K9 Connoisseur Products via telemarketing, “spam” advertising, sending unsolicited commercial emails, or posting commercial messages to any forum that prohibits such messages. Telemarketing is defined as placing unsolicited telephone calls to individuals with whom you do not have an existing personal or business relationship.
7. Joining Bonus, Commissions, and Qualified Sales
a. Joining Bonus. Once you post your first piece of Content following satisfaction of the requirements detailed in Section 4.a and subject to your compliance with these Influencer Terms, K9 Connoisseur will send $25 USD via PayPal using the PayPal account information you provided to K9 Connoisseur (the “Joining Bonus”). K9 Connoisseur is not responsible for any delay in your receipt of the Joining Bonus due to incorrect account information, an issue or error with PayPal, or otherwise.
b. Commissions. K9 Connoisseur will pay you a percentage of the Net Sales Price (as defined below) for each Qualified Sale (as defined below) generated through Content containing the Trackable Link and/or Discount Code (“Commission”). The Commission amount earned for each Qualified Sale shall be ten percent (10%) of the Net Sales Price of each Qualified Sale. If an End Customer uses both your Trackable Link and Discount Code to complete a Qualified Sale, you will only receive commission for that Qualified Sale once, as if the Qualified Sale was made with only your Trackable Link or with only your Discount Code. “Net Sales Price” shall mean the total dollar amount received by K9 Connoisseur from each product purchased by an End Customer using the Trackable Link or Discount Code, after deducting, to the extent not already deducted, the cost of goods sold, normal and customary trade, dealer, quantity, and cash discounts actually allowed, freight charges, allowances for credits granted on account of Product rejections and returns, governmental sales taxes, freight, insurance, customs, duties, and other landing charges.
c. Qualified Sales. To permit accurate tracking and reporting, you must use the Trackable Link and/or Discount Code we provide to you. All verifications of Trackable Links and/or Discount Codes and determinations of Commission amounts will be made by K9 Connoisseur in its sole and absolute discretion. You will only earn Commissions for Qualified Sales. Only one Brand Influencer shall be eligible to receive Commission for each Qualified Sale.
i. For purposes of these Influencer Terms, “Qualified Sale(s)” are defined as sales of Products to an End Customer: (1) that are made during the term of these Influencer Terms; (2) that comply with the Influencer Terms; (3) that K9 Connoisseur can verify through Platform tracking systems were made using your unique Trackable Link and/or Discount Code; (4) that do not result in End Customer return, refund, or chargeback, and (5) if made using a Trackable Link: (a) that are made within fourteen (14) days from the first time the End Customer clicks on your Trackable Link; (b) that are made on the same device and browser that the End Customer used to first click on your unique Trackable Link; and (c) if the cookie placed on the End Customer’s device after the End Customer clicks on your unique Trackable Link is available at the time of the sale.
ii. If an End Customer completes a Qualified Sale via a Trackable Link after clicking on more than one Brand Influencer’s Trackable Link, only the Brand Influencer whose Trackable Link was last clicked by the End Customer prior to the Qualified Sale will receive the corresponding Commission.
iii. For purposes of these Influencer Terms, “End Customer” is a third-party natural person (i.e., an individual human being as opposed to an organization or entity otherwise created by operation of law) who engages in a bona fide purchase of Products for use by such natural person (as determined by K9 Connoisseur in our sole and absolute discretion).
iv. Commissions are counted and final numbers are deemed final at the sole discretion and decision of K9 Connoisseur. You should clearly advise followers/customers to use your Trackable Links and/or Discount Codes to purchase Products in order for you to receive Commission.
d. Exclusions. Commissions will not be paid based on any sales or amounts that are attributed to spam, credit card fraud, or returned Products. If a sale is canceled or refunded for any reason, any paid Commission will be deducted from the amount owed to you and any subsequent payment. You will not be paid a Commission on sales or orders that are in delinquent status.
e. Payout. Earned Commission payments will be calculated on the last Friday of each month (“Available Earnings”) and the Available Earnings will be sent within five (5) business days thereafter via the payment method you have designated (“Payouts”). K9 Connoisseur will only send a Payout if you have provided sufficient payment details in the Platforms and your Available Earnings are at least $25 USD. K9 Connoisseur also reserves the right to change the dates of any Payout. If these Influencer Terms are terminated, you may receive all Available Earnings, regardless of whether you reach the $25 USD threshold. K9 Connoisseur is not responsible for any delay in your receipt of any Payouts, whether due to incorrect or incomplete payment details, an issue or error with the applicable financial institution or the Platforms, or otherwise.
f. Taxes. You agree that you are responsible for all taxes and fees associated with the Commissions you earn through the Program. If you earn more than a certain amount in Commissions, you may be required to complete certain forms and provide certain requested information and documentation, including but not limited to, your Social Security Number and/or Federal Employer Identification Number for tax reporting purposes. You understand and agree that if you do not complete and return all forms as requested by K9 Connoisseur, you will not be eligible to receive Commissions.
g. K9 Connoisseur Rights. We reserve the right to exclude certain Products from the calculation of Commissions, and you agree that you will not be entitled to any Commissions for excluded Products. We may withhold your Commissions to ensure that all purchases are valid and payments from End Customers are legitimate (as determined by K9 Connoisseur in our sole and absolute discretion). We will withhold or setoff Commissions, and you will not be paid Commissions for purchases we determine are fraudulent or which result in a customer chargeback, refund, or return. While K9 Connoisseur makes every reasonable effort to accurately track and pay Commissions for all Brand Influencer sales, K9 Connoisseur is not responsible and shall not be held liable for any technical difficulties, outside events, actions by other Brand Influencers, or other uncontrollable events that may disrupt or interfere with K9 Connoisseur’s ability to track sales or pay Commissions.
h. Excessive Returns. If you return Products for a refund totaling more than $100.00 USD (cumulatively) in any 12-month period, and K9 Connoisseur reasonably believes that you are engaging in abusive return practices and/or manipulating the Program, K9 Connoisseur reserves the right to terminate you from the Program.
i. No Inventory Requirements. You are neither required to purchase nor required to carry any amount of inventory of Products. You will receive full credit for all Qualified Sales made by an End Customer as described herein, without the need to carry any inventory at all. Falsely representing the sale of Products shall be grounds for termination.
j. Gaming or Manipulation of Program. Any attempt to game the Program, including but not limited to use of multiple accounts maintained by a single party or within a single household, using personal orders to obtain Commissions, manipulating timing of orders, misrepresenting the identity of an enrolling Brand Influencer or purchasing End Consumer, utilizing misleading or false contact information, and/or placing orders for reasons other than bona fide End Consumer demand may result in significant disciplinary sanctions. These sanctions may include termination of your involvement in the Program and/or recovery of any Commissions or other incentives you have received.
i. Bonus Buying Prohibited. K9 Connoisseur prohibits bonus buying and strictly prohibits the purchase of Products in unreasonable amounts (stockpiling) and the purchase of Products only or primarily to earn Commissions or other incentives. Bonus buying is any mechanism or artifice to qualify for incentives, prizes, or Commissions that is not driven by bona fide Qualified Sales by an End Consumer and includes, but is not limited to:
1. Purchasing Products through a nonexistent person or business entity or other artifice;
2. Purchasing Products on behalf of another Brand Influencer or End Customer using your, or another Brand Influencer’s, Trackable Link and/or Discount Code to qualify for Commissions; or
3. Unauthorized use of a credit card by you when you are not the account holder of such credit card.
ii. K9 Connoisseur retains the right to limit the amount of Products you may purchase if it believes, in its sole and absolute discretion, that you have placed orders solely for Commissions purposes.
8. Confidential Information
a. K9 Connoisseur may disclose to you confidential or proprietary information and trade secrets from time to time (collectively, “K9 Connoisseur Confidential Information”). K9 Connoisseur Confidential Information includes, without limitation, all non-public or proprietary information and K9 Connoisseur Intellectual Property (defined below), including, but not limited to specifications, composition, and other proprietary information relating to the Products, sales figures, 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 K9 Connoisseur Confidential Information in the strictest confidence and not to disclose the K9 Connoisseur Confidential Information to any third party. You agree that K9 Connoisseur is (and will remain) the sole and exclusive owner of all right, title, and interest in and to the K9 Connoisseur Confidential Information, and all K9 Connoisseur Intellectual Property. You further agree that you will not, and will not cause any employees or other agents to, use K9 Connoisseur Confidential Information for the benefit of anyone other than K9 Connoisseur. You agree not to use K9 Connoisseur Confidential Information for any purpose except as necessary for the performance of your obligations under these Influencer Terms. The parties each acknowledge that the restrictions in this Section 8.a are reasonable efforts of K9 Connoisseur to protect and maintain the K9 Connoisseur Confidential Information. Your obligations regarding confidentiality shall survive for so long as K9 Connoisseur may, in our sole discretion, consider the K9 Connoisseur Confidential Information to be confidential. You shall not directly or indirectly utilize K9 Connoisseur Confidential Information in connection with any other business or commercial venture or the marketing or promotion of another company’s products or services. Similarly, you shall not directly or indirectly utilize K9 Connoisseur Confidential Information to solicit other Brand Influencers or customers to join another income-earning opportunity or purchase products or services from another company.
b. Pursuant to 18 USC § 1833(b), an individual may not be held criminally or civilly liable under any federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; and/or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order.
9. Intellectual Property
a. Ownership of K9 Connoisseur Intellectual Property. All K9 Connoisseur 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 “K9 Connoisseur Intellectual Property”) is the property of K9 Connoisseur, and you will not use such K9 Connoisseur Intellectual Property except in the form provided to you through the Program, and solely for the purpose and in the manner specifically authorized by K9 Connoisseur.
b. License. K9 Connoisseur grants to you a limited, nonexclusive, non-transferable license to use the K9 Connoisseur Intellectual Property in Content during the term of these Influencer Terms provided that such use complies with the provisions of these Influencer Terms or any other policy or guidance provided to you by K9 Connoisseur. Your use of the K9 Connoisseur Intellectual Property shall be consistent with the superior quality and image associated with K9 Connoisseur and the Products and shall not in any way adversely affect the good name, reputation, or image of K9 Connoisseur and the Products. K9 Connoisseur reserves the right to revoke your limited license to use the K9 Connoisseur Intellectual Property at any time in its sole and absolute discretion.
c. Unless and only to the extent explicitly authorized by K9 Connoisseur, you agree to not:
i. Modify any K9 Connoisseur Intellectual Property or use any modified or derivative version of any K9 Connoisseur Intellectual Property.
ii. Purchase, use, or register any domain name, or any social media profile name, handle, or moniker, that comprises or incorporates any K9 Connoisseur Intellectual Property or any variations, derivatives, or misspellings thereof;
iii. Publish, host, or promote any K9 Connoisseur Intellectual Property or other material that misrepresents your relationship with K9 Connoisseur or implies that you are an official site, authorized dealer, or otherwise specially connected with K9 Connoisseur;
iv. Publish, host, or promote any press releases, print advertising, or co-branding items that reference K9 Connoisseur or make use of any K9 Connoisseur Intellectual Property or any variations or derivatives thereof;
v. Use the Trackable Links, Discount Code, or the K9 Connoisseur Intellectual Property in any manner that disparages or otherwise portrays us, or any of our customers, suppliers, employees, contractors, or representatives in a negative light.
d. Paid Online Advertising. You may not use any K9 Connoisseur Intellectual Property or any derivatives or variations of such marks, or anything confusingly similar thereto in any effort to direct online traffic to your online presence, Accounts, or Content. Such efforts may include, but are not limited to, paid advertising (e.g. DoubleClick, Adtech, Criterio, etc.), paid search placement, metatagging, domain name registration, redirects, pay-per-click services, and/or Search Engine Optimization (SEO) strategies. On Approved Media, you may promote or “boost” your posts to your existing set of friends/followers/connections, but you may not use advertising, sponsoring, boosting, or other means of driving views to your Account and/or Content that are directed toward general users.
e. Assignment of Rights. By creating any Content, you irrevocably assign to K9 Connoisseur all right, title, and interest in and to any Content that you create, or to which you contribute, while performing the Services described hereunder, including all intellectual property rights contained therein. By creating and submitting Content to us or publishing or disseminated Content, you represent and warrant that you have the rights to assign such Content to us, and that our use and dissemination of the Content does not violate any law, rule, regulation, or the rights of any third party. For the avoidance of doubt, K9 Connoisseur may post any and all of the Content on social media outlets (including but not limited to the Approved Media) at its discretion, in perpetuity, at no charge. K9 Connoisseur may use and/or re-use the Content, alone or with other material, in its sole discretion, without any obligation to give you any credit or remuneration.
f. Right of Publicity. You acknowledge and agree that K9 Connoisseur is expressly authorized to use your name, likeness, voice, signature, photograph, image, distinctive appearance, gestures, and/or mannerisms as part of any Content, such use will not constitute an infringement of any of your rights, and all your rights relating to or embodied in any Content are hereby waived, including the right to inspect or approve the same prior to publication by K9 Connoisseur.
10. Term and Termination
These Influencer Terms shall begin upon submission of your application and shall end when terminated by us or you. Either you or we may terminate these Influencer Terms and your participation in the Program as a Brand Influencer at any time, with or without cause. To terminate these Influencer Terms, you must email howl@k9connoisseur.com. We may disable the Trackable Links and/or Discount Codes and/or terminate your participation in the Program or these Influencer Terms, or terminate or change the Program or these Influencer Terms, at any time and for any reason. Upon termination of these Influencer Terms, you shall immediately stop all use of and delete all Trackable Links and Discount Codes, stop using the K9 Connoisseur Intellectual Property, and stop promoting the K9 Connoisseur brand and Products. Notwithstanding the foregoing, any Commissions due to you that accrued to you prior to termination of these Influencer Terms will be paid to you notwithstanding the termination of these Influencer Terms, subject to any setoff or deductions arising from your material breach of these Influencer Terms as determined by K9 Connoisseur in our sole and absolute discretion. Sections 8 through 17 shall survive the expiration or termination of these Influencer Terms.
11. Third-Party Obligations
K9 Connoisseur recognizes that, as an independent contractor, you are available to perform services for entities other than K9 Connoisseur, subject to Section 5.j herein. You agree to notify K9 Connoisseur of any other arrangements. Moreover, you warrant and represent that there is no conflict or potential conflict of interest between your performance of Services under the Influencer Terms and the performance of services under other contracts for services or as an employee of other entities and will ensure that no such conflict arises. Without limiting the foregoing, you agree to promptly notify K9 Connoisseur if and when you are engaged to perform substantially similar services with respect to a competing brand.
12. Indemnity
You agree to indemnify, defend, and hold harmless K9 Connoisseur, its subsidiaries and its affiliates, and each of their respective directors, officers, managers, employees, agents, shareholders, partners, members, owners, and assigns (each a “K9 Connoisseur Indemnified Party”), against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and costs) arising out of or relating to: (a) any alleged failure or breach of these Influencer Terms by you; (b) any misuse by you (or a party under your reasonable control or obtaining access through you) of the Trackable Links, Discount Codes, or K9 Connoisseur Intellectual Property; (c) your conduct; (d) your violation of any law, rule, or regulation; or (e) your infringement of any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party.
13. Limitation of Liability
K9 CONNOISSEUR WILL NOT BE LIABLE TO YOU UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE INFLUENCER TERMS, IN NO EVENT SHALL K9 CONNOISSEUR’S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THE INFLUENCER TERMS, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSIONS PAID TO YOU UNDER THE INFLUENCER TERMS. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
14. Disclaimer
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet, the Website, or Platforms will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE, PLATFORMS, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
a. YOUR USE OF THE WEBSITE, THE PLATFORMS, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR PLATFORMS, INCLUDING YOUR INVOLVEMENT IN THE PROGRAM, IS AT YOUR OWN RISK. THE PROGRAM, THE WEBSITE, THE PLATFORMS, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED ON OR THROUGH THEM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER K9 CONNOISSEUR NOR ANY PERSON ASSOCIATED WITH K9 CONNOISSEUR MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE PLATFORMS, WEBSITE, OR PRODUCTS. WITHOUT LIMITING THE FOREGOING, NEITHER K9 CONNOISSEUR NOR ANYONE ASSOCIATED WITH K9 CONNOISSEUR REPRESENTS OR WARRANTS THAT THE PROGRAM, THE WEBSITE, THE PLATFORMS, THEIR CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THEM WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR WEBSITE OR THE PLATFORMS OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE PLATFORMS, WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
b. K9 CONNOISSEUR HEREBY DISCLAIMS, TO THE MAXIMUM EXTENT ALLOWABLE BY APPLICABLE LAW, ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
15. Modification of Terms
K9 Connoisseur reserves the right to change, modify, or terminate the Influencer Terms, the Program, or any policy pertaining to the Program, at any time, for any reason. If K9 Connoisseur elects to terminate or modify in a material way the Program, the Influencer Terms, or any benefits or policies of the Program, K9 Connoisseur will provide a notice of the material modification or termination via email to the email address on file in the Platforms or by posting the modifications or notice of termination to the Website and updating the Last Updated date, as may be required by applicable laws and regulations. We may also attempt to notify you in other ways. Any modifications will become effective immediately after such posting or other such notification. We encourage you to review these Influencer Terms regularly for modifications. If you continue to receive the benefits of the Influencer Terms after the end of the notice period of the change, you will be considered to have accepted the changes. You may not modify the Influencer Terms by making any typed, handwritten, or any other changes to them for any purpose.
16. Governing Law and Disputes
a. PLEASE READ THE FOLLOWING SECTION CAREFULLY. IT REQUIRES YOU TO ARBITRATE CLAIMS WITH K9 CONNOISSEUR AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF.
b. Any dispute, claim, or controversy of any nature, including tort and statutory claims, among the parties in any way arising out of or relating to these Influencer Terms, data privacy, data security, the Program, and/or Commission (“Dispute”) shall be finally resolved by and through binding arbitration in accordance with the Federal Arbitration Act to the exclusion of any other Federal, state or municipal law of arbitration administered by the American Arbitration Association (“AAA”) by a sole arbitrator or in small claims court. If you are an individual, then the AAA’s Consumer Arbitration Rules and the Supplementary Procedures for consumer Related Disputes then in effect will apply. If you are a business or legal entity other than an individual, then the arbitration will be administered by AAA in accordance with the AAA’s Commercial Rules then in effect. The AAA rules are available at www.adr.org. Notwithstanding the foregoing, in any conflict between the AAA’s rules and these Influencer Terms, the Influencer Terms will govern. Both the foregoing agreement of the parties to arbitrate any and all Disputes, and the results, determinations, findings, judgments and/or awards rendered through any such arbitration, shall be final and binding on the parties and may be specifically enforced by legal proceedings in any court of competent jurisdiction. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. THE ARBITRATOR CAN AWARD, ON AN INDIVIDUAL BASIS, THE SAME DAMAGES AND RELIEF AS A COURT (INCLUDING ATTORNEYS’ FEES).
c. For any Dispute, the place of Arbitration shall be in Hamilton County, Ohio.
d. The cost of the arbitration proceeding, including, without limitation, each party’s attorneys’ fees and costs, shall be borne by the unsuccessful party or, at the discretion of the arbitrators, may be prorated between the parties in such proportion as the arbitrators determine to be equitable and shall be awarded as part of the award.
e. WAIVER OF CLASS OR CONSOLIDATED ACTIONS (“CLASS ACTION WAIVER”). YOU AND K9 CONNOISSEUR EACH AGREE THAT YOU MAY ONLY BRING CLAIMS IN YOUR INDIVIDUAL CAPACITY ON YOUR OWN BEHALF, AND NOT IN ANY REPRESENTATIVE CAPACITY OR ON BEHALF OF ANY CLASS OR PURPORTED CLASS, AND NO PROCEEDINGS COMMENCED HEREUNDER MAY BE JOINED WITH OR INCLUDE ANY OTHER PARTIES, OR CLAIMS BY OTHER PARTIES (WHETHER REPRESENTATIVE, MASS, PRIVATE ATTORNEY GENERAL, OR CONSOLIDATED ACTION). To the extent permitted by law, each party agrees that this limitation includes, but is not limited to, precluding each party from pursuing any claim for public injunctive relief, whether in arbitration or court. If we believe that any claim you have filed is inconsistent with this limitation, then you agree that we may seek an order from a court determining whether your claim is within the scope of this class action waiver.
f. RESTRICTIONS ON ARBITRATION. ALL DISPUTES, REGARDLESS OF THE DATE OF ACCRUAL OF SUCH DISPUTE, SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS. ANY DISPUTES YOU MAY HAVE AGAINST K9 CONNOISSEUR OR ANY K9 CONNOISSEUR INDEMNIFIED PARTY, OR ANY OF THEIR AFFILIATES, SUBSIDIARIES, LICENSORS, SERVICE PROVIDERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, SUPPLIERS, SUCCESSORS, OR ASSIGNS, YOU HEREBY AGREE TO BIFURCATE AND ARBITRATE AGAINST THEM INDIVIDUALLY IN HAMILTON COUNTY, OHIO. YOU ARE WAIVING YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT, AND TO CERTAIN DISCOVERY AND OTHER PROCEDURES THAT ARE AVAILABLE IN A LAWSUIT. YOU AND K9 CONNOISSEUR AGREE THAT THE ARBITRATORS HAVE NO AUTHORITY TO ORDER CONSOLIDATION OR CLASS ARBITRATION OR TO CONDUCT CLASS-WIDE ARBITRATION PROCEEDINGS, AND ARE ONLY AUTHORIZED TO RESOLVE THE INDIVIDUAL DISPUTES BETWEEN YOU AND ANY K9 CONNOISSEUR INDEMNIFIED PARTY AND THEIR AFFILIATES, SUBSIDIARIES, LICENSORS, SERVICE PROVIDERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, SUPPLIERS, SUCCESSORS AND ASSIGNS. FURTHER, YOU WILL NOT HAVE THE RIGHT TO CONSOLIDATION OR JOINDER OF INDIVIDUAL DISPUTES OR ARBITRATIONS, TO HAVE ANY DISPUTE ARBITRATED ON A CLASS ACTION BASIS, OR TO PARTICIPATE IN A REPRESENTATIVE CAPACITY OR AS A MEMBER OF ANY CLASS PERTAINING TO ANY CLAIM SUBJECT TO ARBITRATION.
g. THE VALIDITY, EFFECT, AND ENFORCEABILITY OF THE FOREGOING WAIVER OF CLASS ACTION LAWSUIT AND CLASS-WIDE ARBITRATION, IF CHALLENGED, ARE TO BE DETERMINED SOLELY AND EXCLUSIVELY BY THE STATE AND FEDERAL COURTS LOCATED IN HAMILTON COUNTY, OHIO.
h. WITHOUT WAIVING THE RIGHT TO APPEAL SUCH DECISION, SHOULD ANY PORTION OF THIS SECTION 16 BE STRICKEN FROM THESE TERMS OR DEEMED OTHERWISE INVALID OR UNENFORCEABLE, THEN THIS ENTIRE SECTION 16 (OTHER THAN THIS SENTENCE) SHALL BE STRICKEN FROM THESE INFLUENCER TERMS AND ANY AND ALL DISPUTES SHALL PROCEED IN THE STATE AND FEDERAL COURTS LOCATED IN HAMILTON COUNTY, OHIO AND BE DECIDED BY A JUDGE, SITTING WITHOUT A JURY, ACCORDING TO APPLICABLE COURT RULES AND PROCEDURES, AND NOT AS A CLASS ACTION LAWSUIT.
i. Time Period to Assert Claims. If you wish to bring an action against K9 Connoisseur for any act, occurrence, or omission relating to or arising from these Influencer Terms, such action must be brought within one (1) year from the date of the alleged conduct giving rise to the cause of action, or the shortest time permissible under state law if longer. Failure to bring such action within such time shall bar all claims for such act or omission. You waive all claims that any other statute of limitations applies.
17. Miscellaneous
a. Independent Contractor. You agree that you are an independent contractor, and nothing in these Influencer Terms will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and K9 Connoisseur. You agree not to make any statement or take any action that is inconsistent with this relationship.
b. Waiver and Severability. No waiver by us of any term or condition set forth in these Influencer Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure by us to assert a right or provision under these Influencer Terms shall not constitute a waiver of such right or provision. A valid waiver by K9 Connoisseur must be in writing and signed by a duly authorized representative of K9 Connoisseur. In the event that any part of these Influencer Terms shall be determined by any competent authority to be invalid, unlawful, or unenforceable to any extent, such Influencer Terms shall to that extent be severed from the remaining Influencer Terms which shall continue to be valid and enforceable to the fullest extent permitted by the applicable law.
c. Entire Agreement. These Influencer Terms and any document incorporated into them by reference, including, without limitation, the FTC Guides, Terms of Service, and Brand Influencer Privacy Notice constitute the sole and entire agreement between you and K9 Connoisseur with respect to the Program and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Program.
d. Assignability. You may not assign these Influencer Terms, or any of its rights or obligations hereunder, without the prior written consent of K9 Connoisseur in the form of a written instrument signed by a duly authorized representative of K9 Connoisseur. We may freely assign these Influencer Terms without your consent. Any attempted assignment or transfer in violation of this Section 17.d will be null and void. Subject to the foregoing restrictions, these Influencer Terms are binding upon and will insure to the benefit of the successors, heirs, and permitted assigns of the parties.
e. Equitable Relief. You acknowledge and agree that a breach or threatened breach of these Influencer Terms would cause K9 Connoisseur irreparable harm for which monetary damages would not be an adequate remedy and agree that, in the event of such breach or threatened breach, K9 Connoisseur will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
f. Force Majeure. We will not be responsible for the failure to perform or any delay in performance of any obligation hereunder for a reasonable period due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, epidemic, pandemic, national health emergencies, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations, restrictions imposed by law, or any other similar conditions beyond our reasonable control.
g. Consent to Electronic Records. In connection with these Influencer Terms, you may be entitled to receive certain records from us or our affiliates, such as contracts, notices, and communications in writing. To facilitate your participation in the Program, you give us permission to provide these records to you electronically instead of in paper form.
h. Governing Law. Your participation in the Program and the operation of these Influencer Terms, shall be governed in accordance with the laws of the State of Ohio, without regard to conflict of law provisions thereof other than those that would permit the application of Ohio law.
18. Exhibit A: Standards of Conduct
With respect to promotional messages, photos, or other communications made on social media platforms about K9 Connoisseur and its Products, all influencers must adhere to the following standards:
- Influencers must comply with the Federal Trade Commission's (the “FTC”) Guides Concerning Endorsements and Testimonials (http://www.ftc.gov/os/2009/10/091005revisedendorsementguides.pdf), including making:
- statements that reflect influencers’ honest beliefs, opinions, and experiences; and
- clear and conspicuous disclosure about influencers’ connection to K9 Connoisseur in all of influencers’ posts.
- To better understand influencers’ responsibilities under the Endorsement Guides, influencers must review:
- The FTC's Endorsement Guides: What People Are Asking (https://www.ftc.gov/tips-advice/business-center/guidance/ftcs-endorsement-guides-what-people-are-asking).
- FTC: The Do's and Don'ts for Social Media Influencers (https://www.ftc.gov/news-events/press-releases/2017/09/csgo-lotto-owners-settle-ftcs-first-ever-complaint-against).
- FTC: Disclosures 101 for Social Media Influencers (https://www.ftc.gov/system/files/documents/plain-language/1001a-influencer-guide-508_1.pdf).
- FTC: Do you endorse things on social media? (https://www.ftc.gov/news-events/audio-video/video/advice-social-media-influencers).
- Influencers may not:
- make deceptive or misleading claims about K9 Connoisseur’s Products or its competitors' products or services;
- make any claims about K9 Connoisseur’s Products or K9 Connoisseur’s competitors' products that are not backed up by evidence;
- disclose any of K9 Connoisseur’s Confidential Information;
- disparage K9 Connoisseur or its brands or Products;
- engage in any communication that is defamatory or infringes upon the copyright, trademark, privacy, publicity, or other intellectual property rights of others;
- offer for sale or solicit Products on behalf of K9 Connoisseur;
- make offensive comments that have the purpose or effect of creating an intimidating or hostile environment;
- post content that promotes bigotry, racism, or discrimination based on race, gender, religion, nationality, disability, sexual orientation, or age;
- use ethnic slurs, personal insults, obscenity, or other offensive language; and
- make any comments or post any content that in any way promotes unsafe activities that could lead to an unsafe situation involving K9 Connoisseur's consumers or other individuals.
- Influencers must adhere to:
- the posted policies, guidelines, and terms of use on any platform on which influencers post content on behalf of K9 Connoisseur, understanding that any these platforms' disclosure requirements about influencers’ connection to K9 Connoisseur does not necessarily satisfy FTC disclosure requirements; and
- any additional guidelines provided by K9 Connoisseur.
- Influencers must not create fake followers or engagement on social media platforms, such as:
- buying followers;
- using bots to grow audience size by automating account creation, following, commenting, and liking; or
- post fake sponsored content.
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