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Affiliate Marketing Program Terms and Conditions
These Terms and Conditions (these Terms) constitute the agreement (the Agreement) between The Proctor & Gamble Company (Advertiser or P&G), Pepperjam, LLC (affiliate interface or PJ), DM Connect LLC dba DuMont Project (DP or affiliate marketer) and approved publisher (Publisher or you), each a Party and together, the Parties, effective as of the date Publisher opts in to Advertisers affiliate marketing program (the Effective Date). Publisher understands and agrees that by opting in to the Advertisers affiliate marketing program (the Program), Publisher agrees to be bound by the following terms, without there being a need for Publisher or Advertiser to sign this Agreement. For avoidance of doubt, the Parties signatures will not be a prerequisite for the enforceability of this Agreement.
1. Participation in Program. By accepting these Terms, Publisher agrees to display Advertisers advertising content and link to Advertisers website only in accordance with this Agreement. Any content displayed by Publisher (the Published Content) will adhere to all Terms contained herein. Publishers acceptance of these Terms constitutes acceptance of the same on behalf of any corporation, association, or other entity that directly or indirectly owns, is owned by, or is under common ownership of Publisher (your Affiliates) and on behalf of any companies or individuals that are performing work for you or on your behalf (your Agents).
2. Obligation to Disclose Relationship. In all public communications under this Agreement, Publisher shall clearly and conspicuously disclose its relationship to Advertiser and will at all times truthfully represent the nature of Publishers professional relationship with Advertiser and the means by which Publisher obtained and used any of Advertiser products or services (including free products or services). Publisher hereby agrees to be bound by the attached endorser certificate and will comply with all relevant federal trade commission (FTC) disclosure guidelines, including without limitation FTC requirements for affiliate and networking marketing, available here: https://www.ftc.gov/tips-advice/business-center/guidance/ftcs-endorsement-guides-what-people-are-asking#affiliateornetwork.
3. Program Content. Publisher may only use Program content provided by Advertiser in this interface (the Program Content). Should Publisher desire to use claims, images, logos, banners, text links, or any other content that is not explicitly provided by Advertiser, such use shall be made only after obtaining Advertisers advanced written approval. Any requests regarding Program Content shall be directed to: Kay Wolfson at DP.
4. Search Campaign Requirements Unless otherwise stated trademark and trademark plus keyword usage is strictly prohibited. Unauthorized use of trademark and trademark plus keyword bidding through paid search is ground for dismissal from the P&G affiliate program and subjects publisher to reversed commissions for the calendar month.
Special Instructions for Publisher: Publisher may only use coupons and promotion codes that are provided exclusively through Advertisers Program. Any information provided to you by Advertiser or PJ on behalf of Advertiser is only for your information within your involvement with the Program and may not be shared, directly or indirectly, with any third parties outside of your organization.
5. Code of Conduct. Publisher will only publish Program Content that conforms to the following limitations:
a. Off-Topic Subjects. Publisher will not develop, procure, or post any content related to Advertiser or the Program regarding the following topics: alcohol, animal welfare, overt sexual behavior (e.g., nude photos and sex tapes), politics, race relations, religion, reproductive issues (e.g., contraception and abortion), terrorism, and/or war, (each, an Off-Topic Subjects). Advertiser may update the list of Off-Topic Subjects at any time in its sole discretion. Publisher will not have any responsibility for any such updates until and unless Advertiser provides Publisher with updated Terms.
b. Incompatible Personalities. Publisher will not incorporate any content involving Incompatible Personalities (including Publisher) into any aspect of the Sponsored Content. Incompatible Personality means anyone who: (a) has committed (1) any felonious act, (2) any act involving moral turpitude, (3) any act involving the illegal use of drugs or alcohol or firearms, (4) any criminal offense involving a minor, animal welfare, weapons, or domestic abuse; and/or (b) anyone who has become involved in any situation or occurrence otherwise tending to bring that person or Client into public disrepute, contempt, scandal, or ridicule; each such act under (a) and (b) an Incompatible Act.
c. Acts Committed Prior to Content Creation. If any Incompatible Personalities or Off-Topic Subjects are included in any Published Content where the Incompatible Act in question was committed and generally known prior to incorporation of content involving the Incompatible Personality, then Advertiser or PJ may terminate this Agreement without further obligation or to have all such content removed at Publishers cost.
d. Acts Committed After Content Creation. If any Incompatible Personalities or Off-Topic Subjects are included in any Published Content where the Incompatible Act in question was committed after incorporation of content involving the Incompatible Personality, then Advertiser or PJ may terminate this Agreement without further obligation or to have all such content removed at Publishers cost.
6. Published Content Take-Down: Publisher shall modify or remove any Published Content, as directed by Advertiser or PJ, as soon as practicable upon Publishers receipt of written notice from Advertiser or PJ, but in any event no later than twenty-four (24) hours after receipt of such notice. Publisher authorizes and shall not object to any action of Advertiser or PJ to directly file take-down requests with respect to any digital platforms or other service providers for any Published Content that Advertiser or PJ reasonably believes does not conform to this Agreement.
7. Confidentiality. Publisher shall maintain any confidential information received from Advertiser or DP on behalf of Advertiser, including the terms of this Agreement, during the Term of this Agreement in confidence during the Term and for three years thereafter. Nothing in this Agreement shall place Advertiser in The Parties acknowledge that Advertisers use of certain element(s) of the Published Content protected by a third-party copyright or other intellectual property may require Advertiser to obtain separate third-party clearances to such materials unless otherwise specified in this Agreement.
8. Trademark License. Advertiser hereby grants to Publisher a non-exclusive, royalty-free, non-assignable and otherwise non-transferable, revocable license to use any trademarks, service marks, logos, banners, or links supplied by Advertiser (collectively, the Licensed Marks). This license (the Trademark License) will immediately terminate upon termination of this Agreement for whatever reason. Publisher acknowledges the validity of Licensed Marks and will only use the Licensed Marks as Advertiser specifies. Any and all of Publishers use of the Licensed Marks will inure to the benefit of Publisher. Without limiting the generality of other provisions of this Agreement, Publisher will not use the Licensed Marks as a part of any composite trademark or co-branded trademark or copyrighted work of authorship; nor will Publisher seek to register the same without the express written consent of Advertiser.
9. Post-Termination. Neither Publisher, PJ, nor Advertiser shall be required, upon termination or expiration of the Program, to remove any Published Content posted in accordance with this Agreement from the historical feed of any social media channel, provided that such Published Content is not reposted, refreshed, featured or promoted by such party following expiration of the Program.
10. Representations, Warranties & Covenants
a. Authority and Accuracy. Publisher represents and warrants that it is not an employee of PJ nor Advertiser, nor their respective affiliates or agencies. Publisher further warrants that it has not engaged in any action nor permitted any action to artificially, fraudulently or deceptively increase the number or quality of followers or users on any of Publishers websites or social accounts. Publisher warrants that it has the authority to enter into this Agreement and to perform its obligations under this Agreement and that it has been authorized to sign and to deliver this Agreement.
b. Third Party Rights. Publisher warrants that during the Program, Published Content will not violate or infringe any third-party rights of any kind, including without limitation any copyright, trademark, or publicity right.
c. Compliance with Laws & Regulations. Publisher represents as of the date of opting in to the Program and at all times while participating in the Program, Publisher is in full compliance with all applicable governmental, legal, regulatory, and professional requirements, including anti-corruption and anti-bribery laws, such as the Foreign Corrupt Practices Act, the US Federal Communications Act, The United States Federal Trade Commission Guidelines on Endorsements and Testimonials, Canadian Anti-spam legislation, and laws relating to privacy, information security or similar matters as well as all current published guidelines, terms of service, or policies of all social media platforms through which any materials are published or distributed under this Agreement (collectively, Laws). Publisher will promptly notify Advertiser or PJ if Publisher receives any notice, demand, summons or complaint from any governmental or regulatory authority, agency or other body relating to the subject matter of this Agreement, and will take all steps, at Publishers expense, to resolve any issues as promptly as practicable.
11. Material Breach. Without limiting PJs rights and remedies, Advertiser or DP may terminate this Agreement or withhold any payments due to Publisher hereunder if Publisher is in breach of any material representation, material warranty, material obligation, or material agreement contained in this Agreement, immediately after providing written notice to Publisher of such intent and reason for Advertiser or DPs termination or withholding of payment.
12. No Assignment by Publisher. This Agreement, the duties to be performed by Publisher under this Agreement, and licenses and any other rights granted to Publisher under this Agreement will not be delegated, assigned, transferred, hypothecated, sublicensed, encumbered or otherwise disposed of including by merger (whether that party is the surviving or disappearing entity), consolidation, dissolution, or operation of law without first obtaining the consent in writing of Advertiser or [affiliate marketer], such consent may be withheld in Advertisers sole discretion.
13. Indemnification by Publisher. Publisher hereby agrees to indemnify, defend, and hold harmless Indemnified Parties from and against any third-party liability (a) related to or arising out of or from Publishers negligent acts or omissions related to or arising from Publishers participation in the Program (b) related to or arising out of or from Publishers breach of any representation, warranty, obligation, or Agreement by Publisher contained in this Agreement or otherwise arising out of the development, production, distribution, operation or exploitation of the Published Content.
a. Indemnified Parties means any of: Advertiser or its respective affiliates, including its subsidiaries; any agents, officers, directors, and employees and any agents, officers, directors, and employees of such affiliates.
b. Liability means loss, liability, claim, cause of action, administrative action, suit, damages, and expenses (including reasonable attorney fees and costs) including any damages for personal injuries, including death and property damage and any other costs of whatsoever nature.
14. Indemnification Procedure. Promptly after receipt by a Party (Indemnitee) of notice of any Third Party Liability (but not any Liability not involving a Third Party) in respect of which indemnity may be sought against another Party (Indemnitor) (for purposes of this Section an "Assertion"), Indemnitee will notify Indemnitor in writing of the Assertion, but the failure to so notify Indemnitor will not relieve Indemnitor of any liability it may have to Indemnitee or any other person, except to the extent Indemnitor has suffered actual prejudice thereby. Indemnitor will be entitled to participate in and to the extent Indemnitor elects by written notice to Indemnitee within 30 calendar days after receipt by Indemnitor of notice of the Assertion, to assume the defense of the Assertion, at its own expense, with counsel chosen by it, such counsel to be reasonably satisfactory to Indemnitee. With respect to any such Assertion, Indemnitee will promptly provide Indemnitor with: (a) notice and copies of any documents served upon Indemnitee; and (b) all reasonable cooperation that Indemnitor deems necessary to defend the Assertion, including without limitation providing Indemnitor and its outside attorneys access to any potentially-relevant documents, information, or individuals within the control of Indemnitee, other than any privileged documents. If confidential information of Indemnitee is contained in the documents or information, Indemnitee and Indemnitor will enter into appropriate secrecy commitments to protect the documents or information. Despite Indemnitor may have elected by written notice to assume the defense of any Assertion, Indemnitee will have the right to participate in the investigation and defense thereof, with separate counsel chosen by Indemnitee, but in such event the fees and expenses of Indemnitee (above those which would otherwise have been incurred) and the separate counsel will be paid by Indemnitee. Neither Indemnitor nor Indemnitee will settle or compromise any Liability without the prior written consent of the other; such consent will not unreasonably withheld or delayed.
15. Entire Agreement / Amendments. This Agreement, including any attached schedules and exhibits, constitutes the entire understanding between the Parties with respect to the subject matter contained in this Agreement and supersedes all prior Agreements, understandings and arrangements whether oral or written between the Parties relating to the subject matter of this Agreement, except as expressly set forth in this Agreement. No amendment to this Agreement will be effective unless it is in a subsequent writing with the same formalities as this Agreement.
16. Further Assurances. Each Party will sign and deliver those additional documents or take those additional actions as may be reasonably requested by the other Party if the requested document or action is reasonably necessary to accomplish the purposes of or obligations imposed under this Agreement.
17. Governing Law. All matters arising under or relating to this Agreement are governed by the laws of the State of New York applicable to contracts made and performed entirely in such state, without regard to any principle of conflict or choice of laws that would cause the application of the laws of any other jurisdiction.
18. Non-waiver. If any of the Parties at any time waives any of its rights under this Agreement or the performance by another Party of any of its obligations under this Agreement, the waiver will not be construed as a continuing waiver of the same rights or obligations or a waiver of any other rights or obligations.
19. Relationship between Parties. Neither Publisher on the one hand, nor [affiliate marketer] or Advertiser on the other hand, is granted any right or authority to assume or to create any obligation or responsibility, expressed or implied, on behalf of or in the name of the other or to bind the other in any manner or thing whatsoever. Publisher will not represent itself as being a representative of or otherwise employed by Advertiser. Nothing in this agreement will be construed as creating the relationship of employer and employee, joint venture, partnership, distributorship, franchise, agency or consignment between the Influencer on the one hand and the Advertiser on the other hand. As an independent contractor, Publisher will have the entire responsibility to discharge all the obligations of employer with respect to its employees under laws or regulations, including those relating to taxes, unemployment insurance, social security and workers compensation.
20. Severability. If and to the extent that any court or tribunal of competent jurisdiction holds any of the terms or provisions of this Agreement, or the application thereof to any circumstances, to be invalid or unenforceable in a final non-appealable order, the Parties will use their reasonable efforts to reform the portions of this Agreement declared invalid to realize the intent of the Parties as fully as practicable, and the remainder of this Agreement and the application of the invalid term or provision to circumstances other than those as to which it is held invalid or unenforceable will not be affected thereby, and each of the remaining terms and provisions of this Agreement will remain valid and enforceable to the fullest extent of the law.
FTC Endorsement Guidelines Certificate
Reference is made to the agreement (the Agreement) by and among Publisher and Advertiser, in accordance with the Program. Defined terms not defined herein shall have the same meaning as set forth in the Agreement. In order to ensure Publishers compliance with the Federal Trade Commission Guides Concerning the Use of Endorsements and Testimonials in Advertising, Publisher hereby certifies as of the Effective Date of the Agreement to the following:
1. That any testimonial or endorsement made in any YouTube Video, social media post or other means of mass communication, including, without limitation, newspapers, magazines, radio, television or Internet media outlets, directly by Publisher regarding any Advertiser product or service (each, a Public Communication) shall reflect the honest opinions, findings, beliefs, and/or experiences of Publisher with respect to such product or service;
2. That Publisher shall promptly notify Advertiser if any of Publishers opinions, findings, beliefs and/or experiences with respect to any of Advertisers product or service change from that which Publisher has previously expressed in any Public Communication or to Advertiser prior to or during Program term; an
3. That in connection with any testimonial or endorsement made by Publisher in any Public Communication regarding any Advertiser product or service, Publisher shall affirmatively and conspicuously disclose that he or she is a compensated endorser of Advertiser and its relevant products or services in close proximity to such testimonial or endorsement.