This BzzAgent Influencer Agreement (“Influencer Agreement” or this “Agreement”) is a legal contract between PowerReviews, Inc. d/b/a (or t/a) BzzAgent (collectively referred to as “BzzAgent”, “our”, “us” or “we”), a company registered in the State of Delaware, United States, and with a principal office at 300 S. Riverside Plaza, Suite 1400, Chicago, IL 60606, and you, an individual applying to participate in the BzzAgent program (“you” or “Influencer”). Your registered profile, login credentials, and associated data on the BzzAgent platform shall be referred to as your “Account”. If you have any questions or complaints, you can contact BzzAgent at support@bzzagent.com.

By applying to the BzzAgent program, you acknowledge that you understand, accept and agree to this Influencer Agreement, as well as BzzAgent’s  Terms  and Privacy Notice, which details how BzzAgent may collect and process personal information from you. This Influencer Agreement constitutes Additional Terms as defined in our Terms of Use.

The BzzAgent program is open only to legal residents of the United States (the “US”), Canada, or the United Kingdom (the “UK”) who are both at least eighteen (18) years old and the legal age of majority in their place of residence. Individuals aged 16 or 17 may register as ‘Community Members’ for the purpose of receiving community updates, but are ineligible to participate in Campaigns or receive Samples. Eligibility for Campaigns is strictly limited to Influencers at least eighteen (18) years old. BzzAgent reserves the right to require age verification before any Community Member is permitted to participate in a Campaign. By applying to participate in the
program, you confirm that you satisfy these eligibility requirements. Consistent with Illinois SB 1782, participation by individuals aged 16 or 17 is limited to ‘Community Membership’ for non-monetized activities. Only individuals eighteen (18) years of age or older are eligible to participate in Campaigns or receive Samples, ensuring compliance with mandatory trust account requirements for minor influencers.”

Participation in the BzzAgent program does not require you to have or link a social media account. Certain Campaigns may involve social media activity, including Instagram or other third-party platforms, and participation in those Campaigns may require you to link an eligible public social media account and comply with additional terms applicable to those Campaigns.

When you post or submit Content created as part of a Campaign on a third-party site or service, including a Brand website, the PowerReviews platform, or a social media platform, that Content is subject to the terms, conditions, and privacy practices of that third party. Those terms may grant the third party additional rights to use your Content, which are separate from and independent of this Agreement.

I. SERVICES

A. The following terms apply to all Services (as defined below), unless otherwise expressly noted:

1. Those who register for the BzzAgent program will become part of the BzzAgent community and may be offered the opportunity to participate in one (1) or more sampling campaigns (any, a “Campaign”). BzzAgent and the partners/clients with which we work (any, a “Brand”) select potential influencers registered in the BzzAgent community to participate in a Campaign in our sole discretion. You may be offered the opportunity to participate in one or more Campaign(s) or may not be selected to participate in any Campaign. We have no obligation to invite you to participate in any Campaign and you are free to decline any Campaign invitation you receive.
   
   
2. If you are invited to participate in a Campaign and accept that invitation (the “Invitation”), the details of the Campaign and the services that you are offered to render (“Services”) will be as described in the Invitation and, as applicable, other communications from BzzAgent and/or Brand. All text, photographs, videos, audiovisual materials, audio recordings, or other content or materials created by you, including without limitation any review, social-media post, or similar publication you create in performing the Services, are collectively referred to as your “Content” in this Influencer Agreement. You agree to perform all Services in accordance with this Influencer Agreement, including our Code of Conduct attached as Appendix A. BzzAgent may monitor your publicly available posts and engagement metrics during the Campaign to verify participation and detect abuse, in accordance with our Privacy Notice and Instagram’s API rules.
   
   
3. You agree that your Content, including any statements you make regarding a product or service you sample as part of a Campaign shall not be false or misleading and will (a) reflect your honest opinion of that product or service based on your personal experience and be original content created solely by you, (b) comply with all applicable laws, standards, rules, orders and regulations, including but not limited to (i) the US Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising (the “FTC Endorsement Guides”) and any guidance promulgated by the FTC regarding interpretation of the FTC Endorsement Guides, (ii) if the Brand’s products are advertised in Canada, Canada’s Competition Act (R.S.C., 1985, c. C-34), any guidance issued by the Canadian Competition Bureau regarding online reviews or influencer marketing, and Advertising Standards Canada’s Influencer Disclosure Guidelines, and (iii) if the Brand’s products are advertised in the UK, those laws and regulations required by OFCOM, the Advertising Standards Authority and its Codes of Practice and related provisions around adverts, as well as Competition and Markets Authority (“CMA”), and (c) comply with any terms, conditions, policies and guidelines applicable to your use of any social media or other third-party platform to which you publish such Content and (d) clearly and conspicuously disclose the use of any Generative AI tools used to create or materially alter Content (including, but not limited to, AI-enhanced images, synthetic voices, or AI-generated backgrounds). You represent and warrant that you will not use AI or any other technology to misrepresent the actual performance, results, or characteristics of a product.
   
   
4. You will at all times comply with BzzAgent’s Disclosure Guidelines  (as they may be updated from time to time in BzzAgent’s sole discretion) which are hereby incorporated by reference and made part of this Influencer Agreement. For the avoidance of doubt, you will clearly and conspicuously disclose that you received a free Sample (as defined below) and any other connection you may have with the Brand (and, where applicable, BzzAgent) in your Content, including (for clarity) each post, comment, review, response, or other public communication made as part of your participation in a Campaign in accordance with BzzAgent’s Disclosure Guidelines and with all applicable laws.
   
   
5. If BzzAgent determines, in its sole discretion, that any of your Content violates the requirements set forth in this Influencer Agreement (including the Code of Conduct in Appendix A or BzzAgent’s Disclosure Guidelines), BzzAgent may delete that Content or require that you remedy the issue within twenty-four (24) hours. Notwithstanding the foregoing, BzzAgent shall not suppress, remove, or edit Content based solely on its star rating or negative sentiment. BzzAgent will not remove Content because it expresses an honest negative or critical opinion of a Brand or product, provided such Content otherwise complies with the Code of Conduct. Notwithstanding the foregoing, BzzAgent shall not remove or suppress Content solely because it expresses an honest negative or critical opinion of a Brand or product. Removal of Content is strictly limited to violations of the Code of Conduct (Appendix A) or applicable laws, and BzzAgent does not permit the suppression of Content based on star rating or sentiment.
   
   

B. The following terms apply exclusively to Social Media Integrated Services (as defined below).

1. Social Media Integrated Services are a subset of Services that an Influencer may participate in. Social Media Integrated Services involve an Influencer making a social media post which includes Content about the applicable Campaign, after such Influencer links an authorized public creator social media profile (“Public Profile”) to their BzzAgent community profile (“Social Media Integrated Services”). If you agree to provide Social Media Integrated Services, you will go through a guided onboarding process (which involves instructions from BzzAgent and/or the third party social media platform) to authenticate your Public Profile. This onboarding process will prevent, and each Influencer will be prohibited from, linking one BzzAgent account to multiple Public Profiles via the same social media platform, and vice versa. By linking a Public Profile to a BzzAgent profile, you expressly consent to, and agree to abide by, the terms and conditions in this Influencer Agreement which are applicable to Social Media Integrated Services, as well as the terms that apply to Services generally. Once you link a Public Profile to your BzzAgent profile, such Public Profile will remain linked for eligibility for future Campaigns, unless you expressly unlink the account.
2. All data, information and Content posted on your Public Profile shall be subject to the applicable terms and conditions of such third-party social media platform (the “Third Party Terms”). Each Influencer covenants and agrees to comply with all such Third Party Terms.
3. To receive credit for completion of the Social Media Integration Services and the related Campaign, you must keep the Content active and publicly viewable on your Public Profile for the duration of the Campaign. You have the ability, at any time, to(i) unlink your Public Profile and/or (ii) delete or modify any Content you have posted on your Public Profile. To exercise your right to unlink your Public Profile from your BzzAgent account, you must follow the instructions communicated to you by BzzAgent and/or the applicable third-party social media platform. Notwithstanding your exercise of the right to unlink your Public Profile from the BzzAgent platform, you agree that BzzAgent may retain and use any removed Content in connection with the Campaign. Your removal of Content from your Public Profile during the Campaign may result in you becoming ineligible for future Campaigns.
4. By linking your Public Profile to your BzzAgent profile, you acknowledge and agree that BzzAgent will have the ability to verify your completion of the Social Media Integrated Services. Such verification shall be conducted exclusively  through official third-party application programming interfaces (APIs), such as the Instagram Graph API, using the authenticated connection between your Account and your Public Profile. You hereby expressly authorize BzzAgent, its agents, or the Brand to retrieve public engagement metrics (e.g., likes, comments, and reach) associated with Campaign-specific hashtags as permitted by the third-party platform’s terms and your privacy settings.  When posting Content on your Public Profile as part of a Campaign, your Content must include:
   
   1. Account tags, specifically identifying the BzzAgent account by using the tag (@bzzagent) (or any such other tag required by BzzAgent);
   2.  Hashtags, which must include #gifted, or #sampled, or any such other hashtag  equired by BzzAgent, which may include Brand-defined campaign specific tags.

II. OWNERSHIP & RIGHTS

A. Your Content & Persona.

1. Ownership. You retain ownership of all Content you create in connection with a Campaign. Nothing in this Agreement transfers ownership of your Content to BzzAgent or any Brand.
2. License for Campaign Use. You hereby grant to BzzAgent, any Brand in whose Campaign you participate, and their respective parents, subsidiaries, and affiliates (collectively “Licensees”), and any parties authorized by any of the foregoing Licensees, the irrevocable, perpetual, royalty-free, sublicensable, transferable, worldwide right and license – but not the obligation – to use, reproduce, display, publicly perform, distribute, make derivative works of and otherwise exploit your Content or any portion thereof, in any and all media now known or created in the future for Licensees’ advertising, trade, promotional, or other commercial or non-commercial purposes with respect to the Campaign. For the avoidance of doubt, you understand and agree that the license you are granting here permits BzzAgent and the Brand for the Campaign of which you created the applicable Content to re-post that Content from their own social channels and other online properties for the purposes of the Campaign. To the extent permitted by applicable law, you agree not to assert any moral rights or similar rights in your Content against the Licensees in connection with uses permitted under this Agreement. You also waive any right to royalties or other compensation, or any attribution, arising from or related to a Licensee’s use of your Content and you irrevocably waive all author’s or moral rights associated with the Content in favor of the Licensees. You shall ensure that each individual involved in the creation of your Content shall waive in writing any and all author’s or moral rights in the Content.
3. You further grant to the Licensees the right to use your name, image, likeness, voice, social usernames, biographical information, quotes attributable to you, and any other protectable element of your persona (collectively, your “Persona”) in connection with any Licensee’s use of the Content in accordance with the license granted above, without further approval by or payment to you or any third party.
4. For clarity, this license covers use of Content in connection with the applicable Campaign, including reporting on and promotion of that Campaign by BzzAgent and the Brand, but does not limit BzzAgent’s separate rights to use Content beyond the Campaign as described elsewhere in this Agreement and the Privacy Notice.

B. Social Media Integrated Services.

1. Participation and representations. By accepting an Invitation to participate in Social Media Integrated Services, you represent and warrant that you have all necessary rights and permissions to create, post, and link the Content in connection with the applicable Campaign.
2. Use of public social media content and engagement data.
   In connection with Social Media Integrated Services, you grant BzzAgent, the applicable Brand, and their respective parents, subsidiaries, and affiliates (collectively, “Licensees”) a non-exclusive, worldwide, royalty-free, transferable, and sublicensable license to access, collect, store, analyze, and use publicly available engagement metrics and related public data associated with Content you post on your linked public social media profile in connection with a Campaign, including likes, comments, shares, views, timestamps, and follower counts (“Post Engagement Data”). Post Engagement Data may be used for purposes including: verifying participation and compliance with Campaign requirements; measuring and reporting on Campaign performance; internal analytics, benchmarking, and insights; and aggregated, de-identified reporting, case studies, and presentations.
3. Display and linking of public posts.
   You authorize BzzAgent to link to, reference, embed, or otherwise display publicly available social media posts created in connection with a Campaign on or through the BzzAgent platform and related Campaign materials. Any such display will be limited to publicly available Content and carried out in accordance with the terms and technical limitations of the applicable social media platform.
4. No ownership or modification of underlying content.
   You retain ownership of your social media Content. BzzAgent does not claim ownership of, or a right to modify, the underlying Content of your social media posts, except to the extent permitted through publicly available links or embeds consistent with the terms of the applicable social media platform.
5. Removal of posts.
   If you delete or remove Content from a third-party platform, BzzAgent
   and the Brand may retain and continue to use Post Engagement Data and copies of Content lawfully collected before removal, provided that such
   retention is limited to internal reporting, campaign analytics, audit compliance, and legal recordkeeping. BzzAgent shall cease the use of such removed Content for new public-facing marketing or promotional purposes upon receipt of a deletion request, except where such Content is already incorporated into existing aggregated reports or case studies.

C. Brand Materials. In the event that BzzAgent or Brand provides or makes available to you any trademarks, logos, text/copy, photographs, artwork, graphics, images, audio, video, packaging design, or other materials (“Brand Materials”) for the purposes of performing the Services and/or incorporation into your Content (other than the Samples), you agree that all right, title and interest in and to the Brand Materials are – as between you and Brand – retained solely by the Brand. Subject to the terms of this Influencer Agreement, BzzAgent grants you a limited, revocable, non-exclusive, non-transferable, worldwide, royalty-free license to use and publish the Brand Materials solely to the extent necessary for you to perform the Services under this Influencer Agreement. No rights to use Brand Materials are granted for your own marketing or for any purpose unrelated to the applicable Campaign. Except to the limited extent required to perform the Services, you will not (and will not permit any other person or entity to) access, use, edit, revise or create any derivative works from any Brand Materials. All goodwill arising out of your use of the Brand Materials will inure to the benefit of Brand. If any Brand Materials or Sample is provided to you with any disclosure restrictions or confidentiality obligations (e.g., do not post until a certain date), you will strictly comply with such obligations. You shall cease using any Brand Materials on completion of the applicable Services/Campaign, termination of this Influencer Agreement, or on the request of BzzAgent or the Brand, whichever is earlier. For the avoidance of doubt, at the request of BzzAgent or the Brand, if you use any Brand Materials in connection with Social Media Integrated Services on your Public Profile, you must remove any such Brand Materials from your Content to the extent reasonably practicable, including by deleting or editing posts under your control.

D. Third-Party Rights and Licenses. To the extent that your Content (excluding the Brand Materials incorporated therein) or performance of the Services implicates the rights of any party other than you, you will be solely responsible for obtaining – in a form acceptable to and approved in writing by BzzAgent – any required licenses, permissions, waivers or approvals from such third parties, contributors, and/or other affected rights holders, as necessary for the Licensees to exercise all rights granted by you in the Content pursuant to this Influencer Agreement. For example, and without limiting any of the foregoing, if any individual other than you speaks, appears, is depicted, is named, or is otherwise identifiable in any Content (e.g., such as where a review includes a photo of another person holding or using a product), you must obtain that individual’s written (in a form acceptable to BzzAgent and the applicable Brand, granting to the Licensees all rights necessary for the Licensees to use of that individual’s Persona or other contribution to the Content to the same extent as the rights granted to Licensees under this Agreement. In such event, you will provide BzzAgent with copies of such executed permissions and related documentation upon its written request.

III. COMPENSATION

In consideration for the Services performed by you and the rights granted in this Influencer Agreement, the Brand will provide the sample product(s) described in BzzAgent’s Invitation and/or other communication with you regarding the applicable Campaign (the “Samples”). The selection of Sample(s) will be in BzzAgent’s sole discretion. Except for the provided Sample(s), you will utilize your own equipment, software, and supplies required to perform the Services, unless otherwise agreed upon by the parties in a separate written agreement. In the event that any Services require your attendance at or participation in any event, you understand and agree that you are solely responsible for any and all travel and other expenses related to participation in such event – unless otherwise agreed to by you and BzzAgent (or a Brand, as applicable) in writing.

Sample Disclaimer: BzzAgent is a platform facilitator and not the manufacturer of any Samples. Samples are provided ‘AS IS.’ BzzAgent disclaims all warranties, and Influencer agrees that any claims related to Sample safety, defects, or injury shall be directed solely to the Brand manufacturer and not to PowerReviews/BzzAgent.

IV. Tax Responsibilities

Participation in the BzzAgent program may involve receiving Samples or other non-cash benefits. You acknowledge and agree that:

• You are solely responsible for determining whether the receipt of Samples or any other benefits constitutes taxable income under applicable law.
• You are solely responsible for reporting and paying any applicable federal, state, provincial, local, or other taxes arising from your participation in the BzzAgent program or any Campaign.
• BzzAgent and the Brand do not provide tax advice and make no representations regarding the tax treatment of Samples or other benefits.
• Where required by law, BzzAgent may report the value of Samples or other benefits to tax authorities and/or provide you with applicable tax reporting forms.
• For tax reporting purposes, the Fair Market Value (FMV) of Samples shall be determined by BzzAgent based on the Brand’s MSRP. This valuation is final and binding for all tax documentation (including Form 1099-NEC) issued by BzzAgent.

You are encouraged to consult a qualified tax advisor regarding your individual tax obligations.

IV. SAMPLES & INSTRUCTIONS

You agree to adhere to the communications and instructions received from BzzAgent regarding the details of the Sample(s) you will receive and the Content you are expected to produce as part of any Campaign. If BzzAgent or Brand specifies that the Sample(s) is/are provided subject to certain limitations on their use (i.e., only for use during a limited period), you will take reasonable care to safeguard BzzAgent’s/Brand’s Sample(s) entrusted to your custody or control and abide by any additional secrecy and confidentiality requirements provided to you. You may be required to agree to additional confidentiality/non-disclosure agreement(s) as specified by BzzAgent in its communications to you regarding a Campaign.

Unless otherwise expressly stated in the applicable Campaign invitation or instructions, Samples are provided for the purpose of enabling your participation in the Campaign. Ownership of Samples may transfer to you upon receipt, subject to any restrictions communicated by BzzAgent or the Brand (including requirements to return, destroy, or limit use of Samples). Receipt of a Sample does not constitute compensation other than as expressly described in this Agreement, and may have tax implications as described in Section IV.

V. VIRAL DISSEMINATION

You acknowledge that any posted Content and/or your Persona (where applicable) may be shared, re-posted, and disseminated by consumers and third parties without notice or compensation and separate and apart from the license you have granted to the Licensees above. You approve this viral distribution and acknowledge that – to the maximum extent permitted under applicable law – BzzAgent will have no liability related to any use, display, distribution, reaction or response to the Content and/or your Persona by consumers or third parties, whether or not such Content is posted on your Public Profile, the BzzAgent platform, or otherwise.

VI. SECURITY AND ACCOUNT MANAGEMENT

You are responsible for maintaining the security and integrity of your account for the BzzAgent Platform and any linked accounts, including the account linked to your email address and any social media accounts linked to your BzzAgent Platform account. This includes, where applicable, enabling multi-factor authentication (MFA) where available, using strong and unique passwords, and following generally accepted security best practices to prevent unauthorized access to your accounts. You agree to promptly, and in any event within twenty-four (24) hours, notify BzzAgent at support@syndigo.com in writing if your account is compromised or you reasonably suspect it has been compromised, or if any Campaign-related Content is deleted, altered, or otherwise misused on the BzzAgent platform or on any linked third-party platform. You acknowledge that BzzAgent is not responsible or liable for any unauthorized changes, edits, deletions, or misuse of your account or Content that occur outside the control of BzzAgent’s systems. If your account is compromised, you agree to cooperate promptly and in good faith with BzzAgent to investigate and remediate the issue.

VII. REPRESENTATIONS AND WARRANTIES

A. You represent and warrant that:

1. Eligibility and capacity. You are at least eighteen (18) years old, have the legal capacity to enter into this Influencer Agreement, and are legally eligible to participate in the BzzAgent program and the applicable Campaign under all applicable laws, rules, and regulations.

2. Rights in Content. You are the sole creator of the Content, or otherwise have obtained all necessary rights, permissions, and consents to create, submit, and license the Content as contemplated by this Influencer Agreement. Except for any Brand Materials incorporated therein, you own or control all right, title, and interest in and to the Content and have the full right and authority to enter into this Influencer Agreement and grant all licenses granted herein.

3. No conflicting obligations. The execution of this Influencer Agreement and your performance of the Services will not violate any agreement, arrangement, or commitment with any other party to which you are bound.

4. Legal and regulatory compliance. Your Services and Content do not and will not violate, misappropriate, or infringe upon the intellectual property, privacy, publicity, or other personal or proprietary rights of any third party, and will comply with all applicable laws, rules, and regulations, including, as applicable:

a. The U.S. Federal Trade Commission Endorsement Guides and related guidance.
b. Canada’s Competition Bureau influencer marketing guidance.
c. UK Competition and Markets Authority (CMA) guidance.

5. Truthfulness and accuracy. Your Content will not contain any false, misleading, or deceptive statements or omissions regarding BzzAgent, any Brand, or any Sample(s).

6. Publicity restrictions. You will not issue publicity releases or use BzzAgent’s name, trademarks, or this Influencer Agreement in marketing, promotional, or advertising materials (other than the Content itself) without BzzAgent’s prior written consent. Nothing in this Agreement prohibits or penalizes the Influencer from expressing an honest, good-faith negative opinion or consumer review of a product or Service as protected under the Consumer Review Fairness Act.

7. Waiver of claims. You acknowledge that you have reviewed and approved the uses of your Content and Persona licensed under this Influencer Agreement and waive any claims that a Licensee’s use of the Content or Persona in accordance with this Agreement violates your intellectual property rights, moral rights, rights of attribution or integrity, rights of publicity, or privacy rights, to the maximum extent permitted by applicable law.

VIII. WAIVER AND RELEASE

A. You fully and unconditionally release and forever discharge BzzAgent, any Brand, their respective parent, subsidiary, and affiliated companies, licensees, and each of their respective officers, directors, employees, representatives, and agents (the “Released Parties”) from any and all claims, causes of action, expenses (including attorneys’ fees) and demands arising out of or in connection with any person or entities’ use of the Content and/or your Persona as permitted in this Influencer Agreement, including without limitation, any and all claims for false endorsement, misappropriation, false or misleading representation or other misrepresentation, copyright infringement, defamation, violation of your right to publicity, attribution, or invasion of privacy. You understand that neither BzzAgent nor any other Licensee will have any obligation to use the Content or your Persona in any manner and you will have no right to (1) receive any royalty or additional consideration of any kind in connection with the Services or the engagement under this Influencer Agreement; or (2) except with respect to Social Media Integrated Services, inspect or approve any material used or created in connection with the Content or your Persona, regardless of the extent to which a Licensee uses the Content or your Persona.

B. YOU HEREBY ASSUME ALL OF THE RISKS OF PARTICIPATING IN ANY AND ALL ACTIVITIES ASSOCIATED WITH THE SERVICES UNDER THIS INFLUENCER AGREEMENT. On your own behalf – and that of your executors, administrators, heirs, next of kin, successors, and assigns – you hereby waive, release, and discharge the Released Parties from any and all liability directly or indirectly related to this Influencer Agreement, any Sample(s), your Content or Persona, your linking your Public Profile to a BzzAgent community profile, or your preparing for, traveling to/from, or performing the Services – including, but not limited to, liability arising from (1) the negligence or fault of any Released Party or (2) death, disability, personal injury, property damage, or accidental loss of any kind. You acknowledge that the Released Parties are NOT responsible for
the errors, omissions, acts, or failures to act of any party or entity conducting or providing a specific service on their behalf.

C. In no event will the total aggregate liability to you by the Released Parties for any claims, damages, losses, and/or causes of action in any way related to this Influencer Agreement or the Services exceed the greater of your actual out-of-pocket expenses to participate in the BzzAgent sampling program (if any, and excluding any attorneys’ fees) or $10.00 USD. This limitation on damages is not intended to limit the gross negligence, fraud, or willful misconduct by the Released Parties – but only to the extent that such liability cannot be limited or excluded pursuant to applicable law. This limitation is also not intended to restrict any California resident’s right under applicable law (if any) to seek public injunctive relief, otherwise in accordance with the dispute-resolution procedures set out below.

D. By participating in the BzzAgent Campaign and agreeing to this Influencer Agreement, you understand that you may be waiving rights with respect to claims that are at this time unknown or unsuspected, and in accordance with such waiver, you acknowledge that you have read and understand, and expressly waive, the benefits of Section 1542 of the Civil Code of California (and any similar law of any state or territory) which provides as follows: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” 

E. This Section will be construed broadly to provide a release and waiver to the maximum extent permissible under applicable law.

F. If you are resident in the UK, nothing in this Influencer Agreement is intended to exclude or limit BzzAgent’s liability for: death or personal injury caused by BzzAgent’s own negligence or your statutory rights in relation to Samples provided by the Brand.

IX. CONFIDENTIALITY

During the performance of the Services under this Influencer Agreement, you may have access to and acquire knowledge, materials, data and other information concerning the BzzAgent, a Brand, either of their affiliates or partners, or a Campaign that may not be known to the general public, including Brand Materials (“Confidential Information”). Confidential Information will not include information that: (A) was available to you on a non-confidential basis prior to it being provided to you by BzzAgent, Brand, or their affiliate/partner; (B) is or becomes available to the public through no act or failure to act of yours; or (C) becomes available to you on a non-confidential basis from a source other than the BzzAgent, Brand, or our  affiliates/partners (provided that such source is not known to you (after reasonable inquiry) to be bound by an obligation of confidentiality to the disclosing party in respect of such information). You will not use any Confidential Information in any manner, other than in connection with performing the Services and will use reasonable care to protect the Confidential Information from unauthorized use or disclosure. If you are instructed of particular confidentiality obligations with regard to a Sample or Campaign, you will strictly adhere to all such obligations. You shall not, at any time during or after termination of this Influencer Agreement, disclose to any third person or entity, publish, exploit, or make use of Confidential Information (other than use as required to perform the Services). In the event that you are directed to disclose any portion of the Confidential Information in conjunction with a legal proceeding or arbitration, unless prohibited by applicable law, you will immediately notify us and will provide us with reasonable cooperation and assistance in obtaining a suitable protective order and in taking other steps to preserve confidentiality. Upon the termination of this Influencer Agreement or upon our reasonable request, unless otherwise required by applicable law, rules or regulations, you will immediately destroy (or, if requested by BzzAgent or Brand, return) all Confidential Information within your possession or control and, thereafter, shall not make use of or refer to such Confidential Information. The obligations under this Section shall continue both during and after the termination of this Influencer Agreement.

X. INDEMNIFICATION

If you are a resident of the US or Canada, you agree to indemnify, reimburse, defend and hold harmless the Released Parties from and against any and all damages, losses,  liabilities, costs, expenses (including attorney’s fees), claims, or injuries (collectively, “Claims”) arising from or in connection with (A) any breach or alleged breach of your representations, warranties or obligations under this Influencer Agreement (including but not limited to any breach of any Third Party Terms); or (B) your negligence, willful misconduct, or fraud. Without limiting the foregoing, you will indemnify, defend and hold harmless the Released Parties from any and all Claims, actions, or investigations by governmental or self-regulatory agency for actual or lleged infringement, violation, or misappropriation of any applicable law – including, without limitation in the US, the FTC Endorsement Guides, and in Canada, the Competition Bureau’s influencer marketing guidance – or any third party’s intellectual property, personal, privacy, or other proprietary rights.

BzzAgent, in its sole discretion, reserves the right, but not the obligation, to control  the defense of any such action with counsel of its own choosing (at your cost) and you will fully cooperate with BzzAgent in connection therewith. In any event, you will not agree to any settlement without the prior written approval of BzzAgent.

If you are a resident of the UK, you agree to indemnify, reimburse, defend and hold harmless the Released Parties from and against any and all Claims arising from or in connection with (A) any breach or alleged breach of your representations, warranties or obligations under this Influencer Agreement (including but not limited to any breach of any Third Party Terms); or (B) your negligence, willful misconduct, or fraud. Without limiting the foregoing, you will indemnify, defend and hold harmless the Released Parties from any and all Claims, actions, or investigations by governmental, quasi-governmental, statutory, regulatory or supervisory authority or agency for actual or alleged infringement, violation, or misappropriation of any applicable law or
regulation, including those set forth in Section I(A)(3)(iii) or any third party’s intellectual property, personal, privacy, or other proprietary rights.

BzzAgent, in its sole discretion, reserves the right, but not the obligation, to control the defense of any such action with counsel of its own choosing (at your cost) and you will fully cooperate with BzzAgent in connection therewith. In any event, you will not agree to any settlement without the prior written approval of BzzAgent.

XI. TERMINATION

You may terminate this Influencer Agreement at any time upon written notice to us, provided that you are not currently participating in any active Campaign to which you have accepted an Invitation. If you are performing Social Media Integrated Services, you may terminate an Invitation by unlinking your Public Profile from the BzzAgent platform as set forth above. We may terminate this Influencer Agreement (and your right to participate in any Campaign) at any time upon notice to you, including, without limitation in the event that you (A) breach any representation, warranty, or obligation under this Influencer Agreement or (B) commit, or have committed, any act that (as determined by BzzAgent in its sole discretion) brings BzzAgent or any Brand into public disrepute, contempt, scandal, or ridicule, or which insults or offends the general community, or which might tend to harm BzzAgent, any Brand, or any of their respective products or services. BzzAgent may also terminate this Influencer  agreement with notice to you in the event that it discontinues the BzzAgent program or any successor thereto. Upon any termination, you will, if requested by BzzAgent, immediately remove all posts that include any Content from your social media and/or website(s), including your Public Profile. Further, with respect to Social Media Integrated Services, upon termination BzzAgent may unlink your Public Profile from the BzzAgent profile.

Sections I(A)(3), I(A)(4), II, V-XV, and any other provision of this Influencer Agreement which, by its terms and context is intended to survive the termination or expiration of this Influencer Agreement, will do so.

XII. MISCELLANEOUS

A. Notices. Any and all notices, elections, offers, acceptances, and demands permitted or required to be made under this Influencer Agreement will be in writing (which includes email). Notice to BzzAgent must be sent to legal@syndigo.com with the subject line “BzzAgent Written Notice under Influencer Agreement.” BzzAgent will provide notice to you via email to the email address then associated with your BzzAgent account.

B. Severability. In the event any provision of this Influencer Agreement is held to be invalid or unenforceable by a court or arbitrator of competent jurisdiction, such invalidity or unenforceability will not affect the validity or enforceability of the remainder of the Influencer Agreement.

C. Relationship of Parties. Your relationship with BzzAgent is that of an independent contractor and you agree that, as an independent contractor, you will not be considered an employee of BzzAgent for any purpose, including tax obligations, and will not be eligible to participate in any of BzzAgent’s medical, benefit or health plans. Further, this Influencer Agreement shall not constitute a partnership or joint venture between you and BzzAgent or the Brand and no party shall hold itself out as the partner, agent, or joint venturer of the other or make any representation of similar status.

D. Entire Agreement. This Influencer Agreement (including any exhibits or appendices hereto, if any) constitutes the entire understanding and agreement between you and BzzAgent hereto and supersedes any and all prior or contemporaneous representations, understandings and agreements between you and BzzAgent with respect to the subject matter hereof.

E. Assignment. You may not assign this Influencer Agreement or delegate the performance of the Services or obligations under this Influencer Agreement to any third party without BzzAgent’s prior written consent.

F. Order of Precedence. In the event of any inconsistency between the terms of this Influencer Agreement and the terms of an Invitation or other communication from BzzAgent regarding the program or a Campaign, the terms of this Influencer Agreement shall govern and prevail.

XIII. NO UNION/GUILD

If you are a resident of the US or Canada, you represent and warrant that your participation in the BzzAgent program and the Services you perform under this Influencer Agreement are not subject to, and do not trigger, any collective bargaining agreement or union or guild obligations, including, without limitation, those of the Screen Actors Guild-American Federation of Television and Radio Artists (“SAG-AFTRA”) and the Alliance of Canadian Cinema, Television and Radio Artists (“ACTRA”). You further represent and warrant that you have not engaged, and will not engage, any person in the creation of the Content in a manner that would require BzzAgent or any Brand to make payments to, or comply with obligations imposed by, any union or guild.

Regardless of your place of residence, you acknowledge, represent and warrant (i.e., agree and confirm) that neither BzzAgent, nor any other Licensee, will be responsible for any union or guild fees, residuals, contributions, or other obligations in connection with the Services or re-use of the Content or your Persona under this Influencer Agreement.

To the maximum extent permitted by applicable law, you agree to indemnify and hold the Released Parties harmless against any claimed or actual obligation, demands, claims, or payment to any union or guild out of or relating, or in connection with, the Services or permitted reuse of your Content, Persona or breach of this Agreement.

XIV. GOVERNING LAW

If you are a resident of the US or Canada, this Influencer Agreement will be governed by and construed in accordance with the laws of the State of Illinois applicable to agreements made and entirely to be performed within the State of Illinois, without resort to its conflict of law provisions. You agree that any action at law or in equity arising out of or relating to this Influencer Agreement shall be filed only in state or federal court located in Cook County, Illinois, USA, and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts.

If you are resident in the UK, this Influencer Agreement will be governed by the courts of the part of the UK in which you are resident.

XV. USE OF BZZAGENT TRADEMARKS

Except to identify yourself as a participant in the BzzAgent program and make the disclosures necessary to comply with your obligations under our Disclosure Guidelines, the FTC Endorsement Guides, the Competition Bureau’s influencer marketing guidance, CMA guidance, and any other applicable laws, you may not use any BzzAgent trademark (including logos) or other intellectual property without our express written permission in each instance.

XVI. CHANGES TO THIS INFLUENCER AGREEMENT

To the maximum extent allowed by applicable law, BzzAgent reserves the right to change or modify this Influencer Agreement or any other terms or policies related to your participation in any Campaign (including, without limitation, the Disclosure Guidelines) at any time and in its sole discretion (any such revised agreement or policy is referred to as the “Updated Terms”). If BzzAgent modifies this Influencer Agreement or any other applicable terms/policies, it will post the Updated Terms on the BzzAgent.com site and update the effective date set forth above. Any changes or modifications will be effective upon posting of the revisions (or at a later date as we may specify in the Updated Terms). Unless we expressly specify otherwise in the Updated Terms (or any notice you regarding the Updated Terms), your continued participation in the BzzAgent sampling program, including any Campaign, after the effective date constitutes your acceptance of the Updated Terms. If you don’t agree to the Updated Terms, you should terminate this Influencer Agreement. You should frequently review this Influencer Agreement, the Disclosure Guidelines, and any other applicable policies to understand the terms and conditions that apply to your participation in the BzzAgent sampling program. We may also notify you of material retroactive changes to this Influencer Agreement or other applicable terms/policies and the opportunity to review the updates by emailing you at the address then associated with your BzzAgent account (except in urgent situations such as  preventing ongoing abuse or responding to a legal requirement).

Appendix A – Code of Conduct

Your Content must meet all of the following requirements, as determined by BzzAgent in its sole discretion. If your Content does not comply with the below requirements, we may remove the Content ourselves, may ask you to edit or remove the Content (if you have the ability to do so), and/or may not invite you to participate in future Campaigns.

• Your Content must be original to you (or in the public domain) and no other person or entity may have rights to your Content. Your Content must not infringe, misappropriate, or violate any rights of any third party including, without limitation, copyright, trademark, trade secret, or rights of privacy or publicity.
• Note that content being “in the public domain” means that it is no longer subject to copyright protection, typically because of its age. It does not mean that the content is publicly accessible (e.g., because someone else posted it online).
• Do not include any music in your Content unless the work is original to and performed by you alone and you have all rights to the musical work and  performance.
• Do not include photographs or videos created by anyone else, unless they are in the public domain.
• Do not include or mention any other person in your Content unless they are an adult and you have their written permission or they are your own child/ward. In either case, you agree to provide us with proof that you have that person’s permission to include them in your Content and grant the rights you grant in that Content under this Influencer Agreement (or, for your own child/ward, can legally grant such permission) in writing upon our request.
• Your Content must be suitable for viewing by the general public. No profanity, violence, nudity, or obscene material is allowed. Do not include any deceptive, disparaging, defamatory, harassing, or hateful material in your Content.
• Your Content cannot encourage dangerous or illegal activities and must not in any way violate applicable law, rule or regulation.
• Any Content posted to a social-media platform must comply with the terms and policies applicable to that platform.
• If you have been told by BzzAgent or Brand that certain information you are provided as part of a Campaign is confidential (or confidential until a certain date), do not disclose that information.

In addition, you may not do any of the following when participating in the BzzAgent program:

• If you are invited to a Campaign, do not share your Invitation or any links included therein.
• Do not sell or trade the Samples you receive through BzzAgent.
• Do not create multiple BzzAgent accounts, whether for yourself or in order to “run” an account for a friend, family member, or other third party.