2023 Tom's Of Maine_Mavrck Influencer Agreement Template.docx

Inﬂuencer Brief - Legal Guidance

INFLUENCER/CREATOR AGREEMENT

THIS INFLUENCER/CREATOR AGREEMENT (INCLUDING THE EXHIBITS HERETO AND THE

PROGRAM DETAILS, THE “AGREEMENT”) IS MADE BY AND BETWEEN TOM'S OF MAINE, INC.

(“BRAND”) AND THE INDIVIDUAL NAMED DURING THE REGISTRATION, SIGN-UP OR AGREEMENT

EXECUTION PROCESS (“INFLUENCER”). THIS AGREEMENT PROVIDES THE TERMS AND

CONDITIONS UNDER WHICH INFLUENCER MAY CREATE AND DISTRIBUTE CONTENT IN

CONNECTION WITH PROMOTING BRAND’S AND OR ITS AFFILIATES’ PRODUCTS AND/OR

SERVICES (THE “SERVICES”). INFLUENCER HEREBY (A) EXECUTES, ACCEPTS THE TERMS OF

AND AGREES TO COMPLY WITH THIS AGREEMENT BY (I) CHECKING THE BOX TO ACCEPT THIS

AGREEMENT, (II) SIGNING THIS AGREEMENT OR (III) PERFORMING SERVICES SET FORTH IN

THIS AGREEMENT AND (B) REPRESENTS AND WARRANTS THAT INFLUENCER HAS THE RIGHT,

POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND THAT INFLUENCER IS OF

LEGAL AGE TO ENTER INTO A BINDING AGREEMENT. IF A CORPORATION OR OTHER LEGAL

ENTITY IS ENTERING INTO THIS AGREEMENT ON BEHALF OF INFLUENCER, SUCH ENTITY

REPRESENTS THAT IT HAS THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS

AGREEMENT ON BEHALF OF INFLUENCER AND BIND INFLUENCER TO ITS TERMS.

1.0 DEFINITIONS. All capitalized terms used in this Agreement and defined in the context in which

they are used will have the meanings given to them herein. All other terms used in this Agreement will

have their plain English meaning as commonly interpreted in the United States.

1.1 “Brand Analytics Code” means computer code provided by Brand from time to time for inclusion

in produced content, i.e., tracking links.

1.2 “Brand Content Policy” means, collectively, Brand’s content policy referenced in Exhibit A and

any other policy, guidelines, terms of use, terms of service, code of conduct, or instructional materials

provided or made available by Brand or any of its affiliates to Influencer from time to time.

1.3 “Content Platform” means all or any portion of a website containing written, video or

photographic commentary, news or discussion on one or more particular topics (such as a blog) and that

includes any Influencer Content.

1.4 “Confidential Information” means all information, including but not limited to the material terms

of this Agreement and any communications or information related thereto, relating to or disclosed in the

course of performing under this Agreement which is or should be reasonably understood to be

confidential or proprietary to Brand, its affiliates and/or its or their respective licensors, licensees, and

business partners. “Confidential Information” does not include information which: (a) is or becomes

generally available to the public other than as a result of disclosure by the recipient or its representatives;

(b) was known by the recipient prior to its disclosure; or (c) was independently developed by recipient

without use of the Confidential Information.

1.5 “Influencer Content” means all text, files, images, graphics, illustrations, information, data,

audio, video, photographs and other content created or provided by Influencer pursuant to Program

Details (as defined below).

1.6 “IPR” means all intellectual property and proprietary rights throughout the world, including, without

limitation, all copyrights, trademarks, trade secrets, patents, moral rights, and other rights protecting data,

information or intangible property throughout the world.

1.7 “Mavrck Platform” Apifia, Inc. dba Mavrck’s proprietary influencer marketing platform that Brand

will be using to administer and track influencer marketing campaigns as described in Program Details in

which Influencer may participate in.

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1.8 “Program Details” means the specific details provided to Influencer by Brand, including, but not

limited to, compensation, program dates, branding guidelines, general and specific responsibilities of

Influencer and Brand. Influencer may engage in multiple Program Details, each governed by this

Agreement. This Program Details are hereby incorporated by reference into this Agreement. If any

provisions of the Program Details conflict with this Agreement, then the Program Details will control.

2.0 SERVICES.

2.1 Services. During the term of this Agreement, Brand may provide Program Details to Influencer

from time to time. If Influencer accepts the Program Details, Influencer will provide Brand with the

Services as more specifically described in the applicable Program Details. Before performing any

Services that require use of a third-party platform, Influencer is required to agree to a terms of use,

for the performance of the Services and the hosting, maintenance and operation of Influencer’s Content

Platform; provided that Influencer agrees to embed the Brand Analytics Code in Influencer’s Content

Platform or provide analytics details, if requested within a particular Program Details. Influencer agrees to

make any Influencer Content produced with respect to such Program Details publicly available in

accordance with the timing set forth in the Program Details, which timing may be revised by Brand from

time to time and mutually agreed upon with influencer. Influencer is solely responsible for moderating any

submission, comments, responses or other feedback (“Submissions”) from any third party in response to

any of Influencer’s Content Platform, and agrees that Brand has no responsibility for moderating any

Submissions. Influencer agrees to promptly remove any Submissions or Influencer Content from a

Content Platform upon Brand’s request within one (1) business day. Influencer will operate each Content

Platform in accordance with Brand’s Privacy Policy (as amended from time to time, the “Privacy Policy”)

which is posted on the Brand website at https://www.tomsofmaine.com/privacy-policy or otherwise

provided to Influencer by or on behalf of Brand, that provides Influencer with sufficient rights to provide a

reader’s Submissions to Brand in accordance with the terms of this Agreement. Influencer’s privacy policy

must contain terms no less protective of personal information than the terms of the Privacy Policy.

2.2 Content Deliverables. For all programs, influencer agrees to deliver original content assets IN

ADDITION TO social media deliverables. Original content assets to be utilized for Tom’s of Maine

marketing purposes and will include:

(a) Raw video files without any text or filters

(b) Static images without any text or filters

ftheir social media posts, creator to also submit image(s) that accompany the video that will be the static

image on their profile grid when posting the Reel

2.3 Intellectual Property Rights.

(a) Unless otherwise set forth in the Program Details, Influencer will be the sole and exclusive

perpetuity (but in any event for not less than the period of copyright and any renewals and extensions

thereof), throughout the universe, from the moment of their creation, at every stage of their development,

production, or completion, in all media now known or hereafter devised (“Influencer IPR”). Unless

otherwise set forth in the Program Details, Influencer hereby grants Brand a non-exclusive, irrevocable,

perpetual, royalty-free, fully paid-up, worldwide license to copy, display, distribute, broadcast, publish,

post, stream, create derivative works of or from, edit, sublicense, and otherwise use and exploit the

Influencer Content in any channel, social media platform or other medium now existing or hereinafter

developed for any purpose.

(b) Except as permitted pursuant to this Agreement, Influencer may not, and will not permit any third

party to display or otherwise use any Influencer Content or Submissions in any manner (including without

limitation to generate revenue for Influencer) other than as set forth in the applicable Program Details.

Influencer will defend, indemnify and hold harmless Brand and its affiliates and its and their respective

employees, agents, contractors, third-party service providers, assigns, licensees, and successors in

Inﬂuencer Brief - Legal Guidance

interest from and against any and all claims, losses, liabilities, damages, fees, expenses, and costs

(including attorneys’ fees, court costs, damage awards, and settlement amounts) (“Claims”) incurred or

arising from any claim or action by a third party arising out of or relating to the Influencer Content or

Submissions.

with or without using their name, in connection with the products and/or services of Brand, for the

purposes of advertising and promoting such products and/or services and/or Brand, and/or for other

purposes deemed appropriate by Brand in its reasonable discretion in perpetuity, except to the extent

expressly prohibited by law.

(d) Subject to the terms and conditions of this Agreement, Brand hereby grants to Influencer during

the Term, a limited, non-exclusive, non-transferable license to use Brand’s trademarks set forth in the

Program details (the “Marks”), solely in connection with performing the Services. Influencer agrees that

any use of the Marks (i) will comply with the Brand Content Policy and Brand’s trademark guidelines,

which may be provided by Brand to Influencer from time to time, and (ii) will solely insure to the benefit of

Brand. The Marks are proprietary and nothing in this Agreement constitutes the grant of a general license

for their use. Influencer does not acquire any right, title or interest in the Marks or the goodwill associated

therewith. Influencer agrees not to (A) attack the Marks or assist anyone in attacking the Marks, and (B)

make any application to register the Marks or use any confusingly similar trademark, service mark, trade

name, iconography, or derivation thereof including, but not limited to, the registration of any domain name

including any of the Marks, during the term of this Agreement and thereafter. If Brand requests that

Influencer modify any use of the Marks or remove the Marks from any Influencer Content, Influencer will

promptly (no more than one (1) business day) make such modifications or remove such Marks, as

requested.

2.4 High-Resolution Image. Unless otherwise set forth in the Program Details,Influencer shall

provide to Brand (in addition to social posts on influencer’s channel) a high-resolution image or video of

the Influencer Content without any text, emojis, filters, etc. that is posted or created in connection with this

Agreement at no additional cost to the brand.

2.5 Content Boost. Unless otherwise set forth in the Program Details, at no additional cost to Brand,

Influencer agrees to perform the following in connection with the Influencer Content as requested by the

Brand at the Brand’s sole discretion: (a) boost or otherwise promote the Influencer Content via dark

posting; (b) provide the Brand with access to Influencer’s ad manager or other tool to allow Brand to

whitelist the Influencer Content; and/or (c) allow the Brand to run a dark post.

2.6 Maintain Influencer Content Posts. Unless otherwise set forth in the Program Details,

Influencer shall maintain the Influencer Content as originally posted pursuant to the Program Details for at

least twelve (12) months from the date that it becomes publicly available, except in the event that the

Brand instructs Influencer to remove such Influencer Content prior to the end of such period.

2.7 Non-Exclusivity.

2.8 During the Term and 30-days concluding the Term, Influencer agrees to not partner with

competitors in the Oral Care and Deodorant/Antiperspirant category or appear in promotion of.

(a) Competitor brands for the purposes of this agreement shall include: Native, Schmidt’s, Burt’s

Bees, Hello, Magic Mud, Love Beauty Planet, Kopari, Kiss My Face, JASON, Dove, David’s, Lavanila,

Myro, Dr. Sheffield’s, Each & Every, Secret, Degree. If Influencer wishes to partner with a competitor

brand during the term of the agreement, he or she shall request written approval from Brand prior to the

execution of said partnership. Failure to notify Brand entails a material breach. During the term of this

Agreement, Influencer will not render Influencer’s services nor authorize the use of Influencer’s Likeness

or endorsement in the publicity, advertising or promotion in any medium on behalf of any other company

and/or product pertaining to the Brand without the express written authorization of Brand.

Inﬂuencer Brief - Legal Guidance

2.7 Additional Content Requirements. Additional requirements and obligations related to

Influencer Content and Submissions may be set forth in the Program Details.

3.0 REPRESENTATIONS AND WARRANTIES.

3.1 By Each Party. Each party represents, warrants, and covenants to the other party that: (a) such

party has full power and authority to enter into this Agreement and to perform its obligations under this

Agreement; (b) this Agreement is a legal and valid obligation binding upon such party and enforceable in

accordance with its terms; (c) this Agreement will not conflict with, result in a breach of, or constitute a

default under any other agreement to which such party is a party or by which such party is bound; and (d)

such party will comply with all laws, rules, and regulations applicable to such party in its performance

under this Agreement.

3.2 By Influencer. Influencer represents, warrants and covenants that: (a) the Services will be

performed in a professional, lawful and workmanlike manner, in accordance with any terms and

conditions set forth herein; (b) Influencer is the original author and sole owner of the Influencer Content or

otherwise has obtained any content from sources in conformity with the Brand Content Policy and that for

all Influencer Content, Influencer has obtained all necessary rights, licenses, permissions, consents and

the like, including but not limited to releases for voices, images and appearances, with regard to all video,

audio, photograph, graphics, illustration or other multimedia content and will provide Brand with all such

releases upon Brand’s request; (c) the Influencer Content is accurate and true and reflects Influencer’s

actual opinions, experiences and beliefs; (d) no Influencer Content created or obtained by Influencer and

delivered to Brand or posted by Influencer or Brand hereunder will infringe on or violate any IPR or

applicable laws, rules or regulations, including, but not limited to, the Federal Trade Commission Act and

all rules, regulations and guidelines promulgated by the Federal Trade Commission; (e) no Influencer

Content delivered or posted by Influencer hereunder will contain any profanity, scandalous, libelous,

defamatory, obscene, pornographic or unlawful matter or material; (f) Influencer has not misrepresented

any of the Influencer’s organic metrics including, but not limited to, engagements, followers, and reach;

(g) Influencer does not use bots or other artificial means to inflate Influencer metrics; (h) Influencer

Content does not contain malicious code, counters, or other types of code that automatically attach

cookies or other devices that track and collect user’s information; and (i) no fee, compensation or any

other payment whatsoever will be payable by Brand to any third party in connection with the Influencer

Content and/or the Services.

3.3 EXCEPT AS MAY OTHERWISE BE EXPRESSLY SET FORTH HEREIN, BRAND DISCLAIMS,

AND INFLUENCER DISCLAIMS ANY RELIANCE ON, ALL REPRESENTATIONS AND WARRANTIES,

WHETHER EXPRESS, IMPLIED, OR STATUTORY, ORAL OR IN WRITING, ARISING UNDER ANY

LAWS, INCLUDING WITH RESPECT TO TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR

PURPOSE, OR NONINFRINGEMENT.

4.0 LIMITATION OF LIABILITY. EXCEPT FOR LIABILITY ARISING FROM (A) INFLUENCER’S

BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 9.0 OR (B) INFLUENCER’S

INDEMNIFICATION OBLIGATIONS HEREIN, NEITHER PARTY WILL BE LIABLE TO THE OTHER

PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES

(EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING

FROM BREACH OF THE AGREEMENT OR ANY PROGRAM DETAILS, OR ARISING FROM ANY

OTHER PROVISION OF THE AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE

OR ANTICIPATED PROFITS OR LOST BUSINESS. THE MAXIMUM TOTAL, AGGREGATE LIABILITY

OF BRAND FOR ANY AND ALL CLAIMS AND ACTIONS ARISING FROM OR RELATED TO THIS

AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID AND PAYABLE BY BRAND TO INFLUENCER

HEREUNDER IN THE SIX (6) MONTH PERIOD PRECEDING THE CLAIM. NOTWITHSTANDING THE

FOREGOING, CERTAIN JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF

CERTAIN LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, AND, AS SUCH, SOME

PORTION OF THE ABOVE LIMITATION MAY NOT APPLY.

Inﬂuencer Brief - Legal Guidance

5.0 DATA PRIVACY. Influencer expressly consents to the use and disclosure of personally

identifiable information and other data and information as described in the Privacy Policy. In addition,

Influencer acknowledges and agrees that Brand may disclose to any third party all information about

Influencer and that Influencer may provide with respect to Influencer Content or a Submission.

Notwithstanding anything in the Privacy Policy, Brand will have the right to collect and analyze data and

information (including personally identifiable data and information) resulting from Influencer’s (and any of

Influencer’s readers’) access to and use of a Content Platform. All such aggregated data and information

will be solely owned by Brand and may be used by Brand for any lawful business purpose without a duty

of accounting to Influencer. In the event of any conflict between this Agreement and any other agreement

Influencer has entered into with Brand (including, without limitation, the Privacy Policy), the terms of this

Agreement will control unless such other agreement expressly provides otherwise by reference to the

provision that is unavailing.

6.0 FEES; PAYMENT; TAXES.

6.1 Fees. Influencer agrees that the compensation described in the Program Details (the “Fees”)

represent Influencer’s entire compensation for all Services and Influencer will not be entitled to

reimbursement for any expenses unless agreed upon in writing within the Program Details.

6.2 Payment. Provided that Influencer is in compliance with this Agreement, including any active

Program Details, Brand will pay all Fees in accordance with the applicable payment terms and rates

outlined in the Program Details net-30 days upon receipt of an invoice from Influencer (or Influencer’s

agent) and/or net-30 days upon completion of Influencer’s work as verified by the Mavrck Platform.

Unless otherwise set forth in the Program Details, upon receipt of invoice from Influencer (or Influencer’s

agent) payments will be made the later of Net 30 from receipt of invoice or from the date of the

Influencer’s successful completion of obligations contained in the relevant Program Details. Influencer

understands that payment is contingent upon: (a) providing their PayPal information OR (b) ACH Direct

Deposit information or (c) check information to Brand, including an IRS form W-9; (d) fulfilling and

completing all of the obligations contained in the relevant Program Details; and (e) submitting an invoice

for the work complete. Brand will not be obligated to pay Influencer any Fees due to a violation of any

representations and warranties in Section 3.2 of this Agreement.

6.3 Taxes. Influencer will be responsible for determining the applicability of any sales, use, excise, or

similar transactional taxes that may be applicable to the performance of the Services, if any. Influencer

will be obligated to pay any applicable taxes for corresponding Services, including without limitation, any

and all interest, penalties and attorneys’ fees. Brand will not be responsible to Influencer or any governing

body for any taxes relating to amounts that Influencer receives hereunder including but not limited to

federal or state income tax, social security tax, or unemployment tax. Influencer will bear any and all

costs, and will indemnify Brand against the same, including, without limitation, penalties, interest and

attorneys’ fees. Brand will be entitled to contest, pursuant to applicable law and at its own expense, any

taxes it is ultimately obligated to pay, and Influencer will reasonably cooperate with any such contest.

7.0 TERM AND TERMINATION.

7.1 This Agreement will commence upon Influencer’s acknowledgment of the Program Details and

commencement of work as described in the Program Details and will continue until terminated by either

party or one (1) year after completion of all items within the Program Details and if no further Program

Details are provided and accepted. Either Party may terminate this Agreement, effective 10 business

days after delivery of termination notification, at any time by written notice to the other party. Influencer

shall receive payment for services rendered through the effective date of termination to be payable as set

forth in section 6.

Upon expiration or termination of this Agreement, all revocable licenses granted under this Agreement will

immediately terminate. Sections 2.2(a), 2.2(b), 2.2(c), 3.0, 4.0, 6.0, 7.2, and 8.0 through 15.0 will survive

any termination of this Agreement.

Inﬂuencer Brief - Legal Guidance

7.2 Indemnity. Influencer agrees to indemnify, hold harmless and, at Brand’s option, defend, Brand,

and their respective officers, directors, employees, business partners and agents, from and against any

and all claims, damages, obligations, losses, liabilities, and expenses (including but not limited to

attorney's fees) arising from: (i) Influencer’s breach of any of its representations and/or warranties, (ii)

the authorized use of the Content, and (iii) Influencer’s negligence or willful misconduct. The approval

by Brand of Content will not relieve Influencer of this indemnification.

8.0 CONFIDENTIALITY. Influencer acknowledges that in the course of providing Services hereunder,

Influencer may acquire certain Confidential Information. Influencer will: (a) not disclose such Confidential

Information to any third party without the prior written consent of Brand, (b) notify Brand if Influencer

becomes aware of any breach of confidentiality in any manner whether through (i) Influencer’s

negligence, acts or omissions, or (ii) computer virus, or theft of Influencer’s computer or login information;

or (c) not use the Confidential Information for any purpose other than to carry out the Services

contemplated hereunder.

9.0 GOVERNING LAW. The interpretation of the rights and obligations of the parties under this

Agreement, including, to the extent applicable, any negotiations or other proceedings hereunder, will be

governed in all respects exclusively by the laws of the State of New York. For all disputes relating to this

Agreement, each party submits to the exclusive jurisdiction of the state and federal courts located in New

York City, New York, and waives any jurisdictional, venue, or inconvenient forum objections to such

courts.

10.0 INDEPENDENT CONTRACTOR; NO AGENCY. Nothing in this Agreement will in any way be

construed to render Influencer to be or to be construed as an agent, employee or representative of Brand.

Influencer is and will perform the Services hereunder as an independent contractor. Influencer

acknowledges and agrees that Influencer will not be eligible for any employee benefits (nor do they desire

any of them) and expressly waives any entitlement to such benefits. Influencer further agrees to indemnify

Brand and hold it harmless to the extent of any obligation imposed on Brand resulting from Influencer’s

being determined not to be an independent contractor.

11.0 NOTICES. Any notice hereby required or permitted to be given will be sufficiently given if in

writing and delivered in person, by facsimile transmission, electronic mail, overnight delivery service or

U.S. mail, in which event it may be mailed by first-class, certified or registered, postage prepaid, to either

party at the address of such party set forth in the preamble of this Agreement or such other address as

will have been designated by written notice by such party to the other party. Any notice or other

communication required or permitted to be given under this Agreement will be deemed given (a) on the

day when delivered in person; (b) on the first business day of or after the date of confirmation that the

facsimile has been successfully transmitted to the facsimile number for the party notified if sent by

facsimile; (c) on the first business day of or after the date of receipt by the party notified if sent by

electronic mail; (d) on the first business day after deposited with a nationally recognized overnight delivery

service; or (e) on the third business day after the day on which such notice was mailed in accordance with

this Section.

12.0 EQUITABLE RELIEF. Influencer and Brand agree that it would be impossible or inadequate to

measure and calculate Brand’s damages from any breach by Influencer of this Agreement. Accordingly,

Influencer and Brand agree that if Influencer breaches this Agreement, Brand will have available, in

addition to any other right or remedy available and notwithstanding anything to the contrary in Section 7.0

above, the right to obtain from any court of competent jurisdiction an injunction restraining such breach or

threatened breach and specific performance of Sections 2.2, 3.2 and 9.0. Influencer and Brand further

agree that no bond or other security will be required in obtaining such equitable relief and Influencer and

Brand hereby consent to the issuances of such injunction and to the ordering of such specific

performance.

13.0 DEFEND TRADE SECRETS ACT OF 2016. Influencer acknowledges receipt of the following

notice under 18 U.S.C § 1833(b)(1): “An individual will not be held criminally or civilly liable under any

Inﬂuencer Brief - Legal Guidance

Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a

Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for

the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or

other document filed in a lawsuit or other proceeding, if such filing is made under seal.”

14.0 MISCELLANEOUS. This Agreement, the Brand Content Policy and the Privacy Policy (each of

which is incorporated by reference) are the complete and exclusive understanding and agreement

regarding the Services, and supersedes any oral or written proposal, prior agreement or other

communication between Brand and Influencer. All waivers under this Agreement must be in writing. Any

waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver

of any other provision or of such provision on any other occasion. If any provision of this Agreement is

held to be unenforceable, that provision will be removed to the extent necessary to comply with the law,

replaced by a provision that most closely approximates the original intent and economic effect of the

original to the extent consistent with the law, and the remaining provisions will remain in full force. Neither

this Agreement nor any rights or obligations of Influencer hereunder may be assigned or transferred by

Influencer (in whole or in part and including by sale, merger or operation of law) without the prior written

approval of Brand. Any assignment in violation of the foregoing will be null and void. Brand may freely

assign this Agreement or any of its rights hereunder. During the term of this Agreement and for one (1)

year thereafter, Influencer will not at any time, disparage, or otherwise portray in a negative light, Brand,

any Brand personnel and/or Brand products or services; provided, however, that this Section will not be

construed to prohibit Influencer from responding publicly to incorrect public statements or from stating

facts.

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Inﬂuencer Brief - Legal Guidance

EXHIBIT A

BRAND CONTENT POLICY

The following Brand Content Policy applies to each Influencer who has entered into an Influencer Agreement with Brand. Terms used but not

defined herein will have the definitions ascribed in the Influencer Agreement.

1. Influencers will comply with the most recent Federal Trade Commission Guides Concerning the Use of Testimonials and Endorsements in

Advertising (“FTC Guides”), including any updates, additions, modifications, or supplemental guidance to the FTC Guides, in connection with their

performance hereunder.

2. Originality of Content. All portions of Influencer Content must be the original creative work of the Influencer or the Influencer must be the sole

owner of the Influencer Content pursuant to the Influencer Agreement.

3. Use of Quotes. Influencers should adhere to the following steps if using quotes: (a) quotes should be short; (b) Influencers should credit the

source; and (c) Influencers should use the quote in the same context as when the quote was originally made. If Influencer has a question about

whether they can use a quote, Influencer must ask the writer for written permission to use the quote in an email and keep the email.

4. Linking.

A. Influencer must use “no follow” links in Influencer Content.

B. Influencer may embed a hyperlink in the Influencer Content that links to the specific webpage where the third party content is located.

Influencers are also responsible for not linking to sites containing content that would not be permitted under the Influencer Agreement.

5. Third Party Content. In order to avoid potential infringement of IPR, Influencers should not endorse, copy, or adopt third party content.

6. Statements About Third Parties. Influencer Content will not contain any defamatory, libelous, or slanderous material. Influencer Content will not

be harassing, abusive, unlawful, tortious, threatening, harmful, pornographic, sexually explicit, obscene, patently offensive, or otherwise promote

racism, bigotry, hatred, or physical harm of any kind.

7. Making Claims. Influencer Content will be true and accurate to the best of the Influencer’s knowledge and will not hold out opinion as fact.

Influencer Content will not be intentionally misleading, deceptive, untrue, or fraudulent. Influencer is responsible for checking their facts before they

make any claims about third parties or products.

8. Third Party Rights. Influencer Content will not violate any third party privacy right, right of publicity, or any other IPR.

9. Cheating. Cheating is prohibited, and will result in immediate action and termination without compensation.

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10. No Advertising. Influencers will not, as a part of the Influencer Content produced for any Brand program advertise, market, or otherwise

promote any other product or service in which Influencer or any Influencer affiliates have an ownership interest or other financial interest, directly

or indirectly.

11. General. Influencer may only provide the types of Influencer Content authorized in the Program Details and such Influencer Content may only

be used in the manner specified in the Influencer Agreement. Influencer may not use any music on any web property on which they are publishing

content without express permission from the copyright or other rights owner(s) for Influencer’s specific intended use in each instance. Influencer

must obtain any required permissions or releases where necessary. In accordance with the Digital Millennium Copyright Act and other applicable

laws, Brand has adopted a policy of terminating, in appropriate circumstances and within Brand’s sole discretion, Influencers who infringe upon the

IPR of Brand or any third party.

12. Embedded Video Players. Influencer is permitted to embed video players from third party sites in Influencer Content only through publicly

available APIs that do not prohibit use by commercial entities in accordance with the API owner’s terms of service, as applicable. Influencer should

not copy content and post it on a Content Platform such that Influencer hosts the content; instead, showing third party videos in video players

using third party APIs ensures that the third party, and not Influencer, is hosting that content such that if the third party site removes that content

from its site at the request of a copyright owner, that content will automatically be removed from the Content Platform as well, since the content is

hosted on the third party’s server, and not Influencer’s server.

13. Use of Images or Other Media. An image or other multi-media element may involve layers of rights. The photographer/creator owns the

copyrights in their photograph or other media (e.g., the artistic expression of their vision). A person depicted in the photograph, video, or other

applicable media owns the right to control the use of their image (or, in the case of a minor, a parent or guardian may exercise control or grant

permission on behalf of the minor). If a trademark or a product in its trade dress (e.g., a Coke® can) appears, the owner of the trademark may

have rights in how its product or trademark is depicted. Influencers must analyze each image or other media element to be sure that they have the

appropriate permission from all rights owners to use the image or media in accordance with this policy and the Influencer Agreement.

14. No Modifications to Third Party Images or Other Media. Influencer should not modify any third party images or other media in any way that

would change its nature or context, unless Influencer is certain that they have the right from the copyright owner to create a derivative work. If

Influencer has a question about whether they can create a derivative work, Influencer must ask the copyright owner for written permission to

create the derivative work in an email and keep the email.

15. Credit and Attribution. Credit or attribution to the source of the image (e.g., Getty Images) is always necessary for a full size photograph. Credit

should be used for thumbnail images where space allows. Similarly, attribution should be provided for other media according to its accompanying

license terms.

16. Purchased Engagement. Influencer will be fully responsible for the fulfilment of all promises and promotions offered by Influencer.

17. Password Protection. Influencer Content will not be placed behind any login.

Last Updated: December 2022

Inﬂuencer Brief - Legal Guidance

Disclosure Guidelines

General Rule: Disclosures must be clear and conspicuous

Blogs/Long-form Posts

Social Media Posts

Video Posts or Posts consisting of Photos

with no accompanying text

Use “This post is sponsored

by [Brand]” in clear and

conspicuous size/font, at the

beginning of each blog post.

Use country-appropriate disclosure, e.g.,

#[Brand]Partner or #ad (US) or #sponsored

or #promotion (parts of Europe) -- at the

beginning of each post; OR,

Begin the post with “I’ve partnered with

[Brand] on ...” AND

Comply with platform requirements

regarding disclosures; AND

Use any available platform-provided

“branded content” disclosure tools

Embed the disclosure into the photo or at

the beginning of the video, as well as in the

description.

For video content, Make the disclosure

both verbal and visual (and, if the video is

longer than ﬁve (5) minutes, repeat both.)

Content Guidelines

Content Type

Yes

Product Statements

Honest opinions and actual experiences

Information from Colgate-provided fact sheets

No claims or statements that are unsupported or

that you are asked not to use; avoid filters that

could function to exaggerate product benefits

Inﬂuencer Brief - Legal Guidance

Originality

Content that is original to the Inﬂuencer or

properly licensed

No copying/pasting content from the Internet or

using unlicensed material

People

Content only features the names/images of (a)

the influencer; (b) their spouse/partner or children;

and/or (c) any other person who has provided a

signed release allowing use

No name-dropping people or using quotes

unless the person died over 100 years ago!

No tagging of, or references to, public figures/

famous people

Colgate-Supplied

Materials

Colgate products/packaging, logos, images, or

other materials, as provided

No modifying Colgate-provided logos, labels,

images, or claims

Third Party Owned

Marks/Materials

Music, photography/images, and footage that

are properly licensed for commercial use

(documentation to be provided upon request)

Written permission from all other third-party

rights holders to use their material (documentation

to be provided upon request)

Content the Company agrees can be used

No reference to/display of competitive products,

even if branding is not visible

No unlicensed third-party brand names,

hashtags, logos, slogans or easily identifiable

shapes of products (i.e. Nike swoosh or Apple

Iphone with home screen/button displayed);

No unlicensed works of art or other creative

works (incl. tattoos, graffiti or famous buildings);

No references to sports events, teams or

organizations, awards shows, titles of movies,

books, songs, or famous fictional characters

Links

Links to campaign-appropriate, public,

non-password protected websites

No links to questionable or controversial

content/sites; or

No links to websites/articles about events that

we are not connected with or sponsoring