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Brand Ambassador, Affiliate & Influencer TERMS AND CONDITIONS


PROGRAM OVERVIEW:
FORLOH, the maker of premium technical apparel and a leading voice in the hunting/fishing industries, has created a brand ambassador, affiliate and influencer program that recruits like-minded individuals to help promote its brand, products, cause-based campaigns and other topics of interest via traditional media, social media and other digital channels. FORLOH takes the integrity of its brand seriously and therefore requires individuals agreeing to participate in this program to fully understand the expectations, responsibilities and limitations set forth in the following agreement. These Terms and Conditions govern an individual’s participation in FORLOH’s marketing programs; it is a binding legal document. Please take the necessary time to fully read and understand the requirements and restrictions applicable to brand ambassadors, affiliates and influencers as participants in FORLOH’s marketing programs.

DEFINITIONS/REQUIREMENTS:
FORLOH is a brand that enables hunters, fishermen/women, conservationists, wildlife photographers, outdoor-minded persons and other influencers to register to participate in FORLOH’s brand ambassador and influencer programs in order to provide promotional services (heretofore referred to as “FORLOH”). The main purpose of this influencer program is to share FORLOH’s brand messaging and brand assets via traditional media, social channels and digital channels (heretofore referred to as “PROGRAM”). The person or persons registering to be a part of this FORLOH PROGRAM (either on his/her own behalf, or by means of a representative) is heretofore referred to as “You” or“Influencer”.

  1. To enter into this agreement with FORLOH, You must be 18 years old or over. If You are under 18 years of age, You must appoint your parent or legal guardian (or a representative that has been invested with the necessary authority by your parent or legal guardian) to agree to these terms on your behalf.
  2. By agreeing to partner with FORLOH, You agree to be bound by our terms and conditions. Please read these terms and conditions in their entirety; we suggest reviewing them with a legal representative.
  3. FORLOH is registered company in the United States of America located in Whitefish, MT

STATUS OF AGREEMENT
  1. If applicable laws or regulations require it, or the functions or features of the PROGRAM change, we may need to change this agreement or our program features from time to time. The current version of our Terms and Conditions can be found on our website. Your continued participation in this PROGRAM following the posting of such changes will constitute your agreement to all such changes. If at any time, You do not agree with this agreement, or You do not agree to any modified Terms and Conditions, then You must immediately stop participating in the PROGRAM.
  2. In the event of a conflict between this agreement and the terms of a stand-alone proposal or campaign, this agreement shall take precedence.
  3. You are the seller of the promotional services agreed to in this PROGRAM as well as any stand-alone proposals and/or campaigns. We are the buyer of these promotional services. The contract for the promotional services is solely between You and us. We are purchasing from You these agreed upon promotional services as well as any engagements in which You participate.

FULFILLMENT OF PROMOTIONAL SERVICES
  1. To be clear, You are agreeing to participate in the FORLOH PROGRAM for business and commercial purposes; your participation in the FORLOH PROGRAM and further provisions outlined in individual proposals/campaigns are not negotiable for you as an influencer.
  2. We are booking and buying these PROGRAM and individual PROPOSAL/CAMPAIGN services from You. This is a contract between FORLOH and You for provision of the social media-based posting/content and other promotional activities specified in this agreement, including the SCOPE of WORK section in your individual Influencer Marketing Agreement and/or individual contract, for the specified price and terms.
  3. FORLOH has your written authority to add to your influencer profiles certain analytics information relating to the social media accounts such as, but not limited to, the number of followers of the account and average engagement.
  4. You must at all times use the PROGRAM and FORLOH’S website and social media channels in accordance with the Acceptable Use Policy. To the extent that You provide any Influencer-Generated Content, it must be in accordance with the Acceptable Use Policy, the Disclosure Policy and the requirements of the PROGRAM.
  5. In consideration of You performing all your other obligations herein and in any additional proposals, and subject to this agreement, FORLOH shall provide You with: a) the means to agree to proposals with FORLOH; and b) payment of the agreed upon price for each campaign
  6. You may not include in any social media account any material that does not portray in FORLOH in a positive light, or any brand in respect of which You have agreed to in this PROGRAM or stand-alone PROPOSALS/CAMPAIGNS. You must not delete any social media account activity comprised in the PROGRAM for at least 30 days from the date on which it was posted/activated.
  7. FORLOH may promote your influencer profiles and social media posts to other brands and users via reposts, shares, screenshots, blogposts and other social sharing capabilities. The choice of which brands and users with which we choose to share is at our sole discretion.
  8. We shall be entitled to publish press releases and other general marketing information, in any medium, related to your engagement with FORLOH.
  9. You acknowledge that while campaigns will be targeted to specific territories defined in the PROGRAM, the PROGRAM does not currently support geo-blocking by territory. This means that posts could reach territories outside the target. Before accepting a Proposal, You must therefore be satisfied that You are not contractually prohibited or restricted from providing the campaign under any other arrangements You may have with any other person or entity, either worldwide in any particular territory. It is the influencer’s responsibility to clear any contradictory rights prior to advertising products or services. In respect of any User-Generated Content, the influencer undertakes to respect any applicable terms and conditions of third party websites, in particular of any social media accounts.

NON-CIRCUMVENTION:
  1. While participating in this INFLUENCER PROGRAM with FORLOH, You may not offer or negotiate terms or payment for promotional activity with other brands which are not specified in this PROGRAM. In addition to any other rights or remedies we have, any attempt to circumvent the PROGRAM in this way may result in removal from the PROGRAM at our sole discretion.

OBLIGATIONS:
  1. Nothing in this agreement shall oblige You to accept any Proposal. However, You must honor all Proposals that have been accepted by You. If You fail to do so, You shall be considered to be in material breach of this agreement and may forfeit any payments due to You in respect of the campaign. Once a proposal has been accepted by You, You shall carry out the campaign (or, to the extent that the campaign involves use of social media accounts, permit us to utilize them in respect of the campaign) as specified in the PROGRAM during the time period specified on, pursuant to the terms of, the PROGRAMl, and as required under applicable law.
  2. You shall be directly responsible to FORLOH for any failure to honor and permit fulfilment of the PROGRAM for any campaigns, or for any other legal liability which arises in respect of the PROGRAM or individual campaigns, except where such liability arises as a result of our negligence.
  3. You must not, within 30 days of fulfilling a campaign for FORLOH, engage in any paid promotion via the social media accounts of any goods or services which directly compete with the goods or services outlined in this PROGRAM.
  4. You must within 24 hours remove any social media account activity comprised in this PROGRAM if requested to do so by FORLOH.
  5. In fulfilling the Campaign, You will cooperate with FORLOH in all matters relating to promotional services, and comply with all reasonable instructions provided by FORLOH.
  6. You shall not make any statement or commit any act which may denigrate or harm the reputation of FORLOH or the Brand. You shall ensure that influencer-generated content will conform with all descriptions and specifications set forth in the PROGRAM, and that the influencer-generated content will be fit for any purpose expressly or impliedly made known to the influencer by FORLOH.
  7. You shall adhere to the highest level of care, skill and diligence in accordance with best practice in the marketing sector in general, and the outdoor marketing sector in particular; You acknowledge that time is of the essence as to any performance dates specified in the Proposal.

DISCLOSURES OF SPONSORED CAMPAIGNS:
  1. You agree that whenever You provide influencer-generated content, it will contain (i) hashtags or other means of full disclosure in respect of all campaigns, as to the commercial nature of the campaign; and (ii) the minimum level of disclosure specified in our disclosure policy. To be clear, the disclosure policy is our minimum baseline level of disclosure required in respect of use of this PROGRAM.

INTELLECTUAL PROPERTY RIGHTS
  1. All Intellectual property rights in the branded content shall remain vested with FORLOH. All intellectual property rights in the influencer-generated content shall vest in FORLOH upon creation. We retain ownership of any content for campaigns which are generated by or on behalf. You hereby grant FORLOH a non-exclusive, worldwide, transferable, irrevocable, perpetual and sub-licensable licence to use, copy, distribute, display and perform any material You submit on your influencer profiles, in any medium now known or developed in the future for the purposes of fulfilling campaigns and/or promoting your participation in this PROGRAM. We may also sub-license these rights to other brands.
  2. You acknowledge that FORLOH (or its licensors) is the owner of all intellectual property rights (including database rights). The word ‘FORLOH’ and the FORLOH logo are trademarks of FORLOH. You may not make use of either in the course of trade outside the context of FORLOH without our written consent.
  3. If You submit comments, ideas, or feedback to us, You agree that we can use them without any restriction or compensation to You. If we accept your submission, we do not waive any rights to use similar or related ideas or feedback previously known to us, developed by our employees, or obtained from sources other than You.
  4. You acknowledge and agree that all intellectual property rights in the production of this PROGRAM and stand-alone campaigns are vested in FORLOH, regardless of its being published on social media accounts.

INDEMNIFICATION:
  1. You hereby agree to indemnify, keep indemnified and hold harmless FORLOH and its officers, directors and employees, from and against any and all claims, demands, obligations, actual or alleged causes of action and lawsuits and all damages, liabilities, fines, judgments, costs (including settlement costs), and expenses associated with them (including the payment of reasonable legal charges and disbursements) arising out of or in connection with any breach by You of any term of this agreement or arising out of any action brought by any third party (including any social media network operator) relating to any Campaign, or actions (or failure to act), of You or any person (other than FORLOH) acting on Your behalf. This clause shall survive the termination of this agreement.

PAYMENT:
  1. FORLOH agrees to pay the fees outlined in the Scope of Work section of your individual contract (if applicable) within 30 days after receipt of invoice OR in respect to the specific terms outlined in the Scope of Work section. Payment will be strictly subject to fulfilment of the responsibilities and services outlined in this contact. All taxes applicable will be your responsibility to determine, collect and remit. You agree to comply with all applicable tax laws and regulations.
  2. You are an independent contractor and nothing in this agreement will render You an employee, worker, agent or partner of FORLOH. You will not hold yourself out as such. You will be fully responsible for and indemnify FORLOH against any liability, assessment or claim for taxation whatsoever arising from or made in connection with the performance of this PROGRAM, where such recovery is not prohibited by law; and any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by You against FORLOH arising out of or in connection with the provision of this PROGRAM. We may satisfy such indemnity (in whole or in part) by way of deduction from any payment due to You.

TERM AND TERMINATION:
  1. These terms are effective on the date you accept and sign this agreement. These terms will remain in effect through the expiration of the PROGRAM and any additional proposals/campaigns, unless otherwise earlier terminated under sub-clauses outlined below. We may terminate this agreement and suspend your role as a brand ambassador and/or influencer for any reason. You or FORLOH may terminate this agreement at any time in the event of a material breach of its terms. You may terminate this Agreement at any time for any reason, on one months written notice. Any such termination shall not affect any of your obligations to us under any existing proposals/campaigns. You must complete any proposal/campaign in respect of which you have accepted in advance of the date of termination.

WARRANTIES:
  1. Both FORLOH and You represents and warrants to the other that: (a) it has the power and authority to enter into this agreement and perform its obligations under this agreement; and (b) it shall comply with all laws, regulations and codes of practice applicable to its obligations under the agreement.
  2. You represent and warrant to FORLOH that: You will not authorize us to provide access to the PROGRAM and/or FORLOH’s website and social media channels to any agent who does not have full authority from FORLOH to participate in this PROGRAM.
  3. Except as expressly set forth in this agreement, FORLOH does not make any representations or warranties in relation to the services FORLOH provides to You, express or implied, including without limitation any implied warranty of quality or fitness for a particular purpose. We do not warrant or guarantee that You will receive any additional proposals/campaigns or that those proposals/campaigns will be attractive or of interest to You
  4. FORLOH makes no representations or warranty regarding the FORLOH website and its social media channels, or any promotion or redemption method used or provided by FORLOH and/or the accuracy, adequacy, reliability, availability, timeliness, completeness, suitability or other characteristics of the information and materials contained on or presented therein. The FORLOH website, social media channels and this PROGRAM are provided “as is”, without any warranty of any kind, and on an “as available” basis.
  5. On request FORLOH may provide You with consultation on various aspects of social media usage. Such consultation and any related advice is provided free of charge, ‘as is’ and without warranty and the influencer acknowledges that it is responsible for he/she’s own practices and strategy with regard to this advice or counsel. Influencer acknowledges and agrees that FORLOH will not be responsible for any liability arising in respect of the provision of such advice.

CONFIDENTIAL INFORMATION:
  1. You agree that the fees paid to participate in this PROGRAM and for individual proposals/campaigns are confidential between you and FORLOH, and You shall not disclose them to any third party except as required by law.

PRIVACY
  1. We will only collect, process, use and share Your personal information in accordance with Our Privacy Policy and as set out in these terms. By participating in this PROGRAM, You give your consent for us to collect, process, use and share your personal data in this way. If You do not agree to Our Privacy Policy You should not participate in this PROGRAM.

LIMITATION OF LIABILITY
  1. Nothing in this agreement limits our liability for i. death or personal injury caused by its negligence; ii. fraud or fraudulent misrepresentation; or iii. any other liability which cannot be limited or excluded by applicable law. Subject to the sub-clause above, FORLOH shall not be liable to You, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement for: loss of profits, loss of sales or business, loss of agreements or contracts, loss of or damage to goodwill, brand or sponsorship revenue, loss of use or corruption of software, data or information or any indirect or consequential loss.
  2. You acknowledge that FORLOH will have no liability to You in respect of any action taken against You, or in respect of your social media accounts, by the operator of the relevant social media network (for example, Facebook, Instagram, YouTube or Twitter) in respect of any activity comprised in any campaign undertaken by You or by participating in this PROGRAM.
  3. Our total liability to You, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement shall be limited to, in respect of all claims (connected or unconnected) in any consecutive 12 (twelve) month period, the greater of the total fee for campaigns paid or payable by us to You in that period.
  4. No Reliance on Statements: Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
  5. Complaints and Dispute Resolution: most concerns can be solved by contacting FORLOH directly; if any dispute arises in connection with this agreement, the parties agree to enter into mediation intended to settle such a dispute unless otherwise agreed between the parties within 14 days of notice of the dispute. This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with U.S. law. Each party irrevocably agrees that the courts of the United States of America shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

ACCEPTABLE USE POLICY:
  1. This policy forms part of your FORLOH Influencer Marketing Agreement with us. You agree that You will not: use the PROGRAM, or any social media account in the course of any proposal or campaign, for the purposes of distributing or facilitating distribution of any influencer-generated content that is offensive, obscene, prohibited under any laws or regulations of any territory in which the campaign is to be conducted, or infringes any person’s intellectual property rights.
  2. Use another person or entity’s email address in order to sign up to use social media channels; engage in fraudulent or abusive purposes (including, without limitation, by using social media channels to impersonate any person or entity, or otherwise misrepresent your affiliation with a person, entity or FORLOH; use the PROGRAM for any commercial or business purpose or for the benefit of any third party or to send unsolicited communications; remove or amend any proprietary notices or other ownership information from the PROGRAM.
  3. Interfere with or disrupt the PROGRAM or servers or networks that provide Forloh’s website and social media channels.
  4. Except as permitted by law, attempt to decompile, reverse engineer, disassemble or hack any of the PROGRAM or FORLOH’s website and social media channels, or to defeat or overcome any of our encryption technologies or security measures or data transmitted, processed or stored by FORLOH.
  5. Attempt to ‘‘spider’, ‘harvest’, ‘scrape’ or collect any information about or regarding other people that use the PROGRAM, including, but not limited to any personal data or information (including by uploading anything that collects information such as ‘spyware’).
  6. Disrupt the normal operation of FORLOH’s website or social media channels or do anything which is likely to have a negative effect on other users’ ability to participate in the PROGRAM; disobey any requirements or regulations of mobile networks connected to the PROGRAM.
  7. Attempt to get around technological measures designed to control access to, or elements of FORLOH’s website, social media channels or the PROGRAM
  8. Claim that You are associated with or endorsed by us unless You have entered into a written agreement with FORLOH to that effect; republish in bulk any information derived from the participation in this PROGRAM;
  9. “White-label” or otherwise hold yourself out as the originating provider of any content, material or processes shared by FORLOH while participating in the this PROGRAM.
  10. Use the PROGRAM in violation of any applicable law or regulatory requirement.

FTC GUIDELINES
Do you work with brands to recommend or endorse products? If so, you need to comply with the law when making these recommendations. One key is to make a good disclosure of your relationship to the brand. Here are some tips on when and how to make good disclosures. The FTC works to stop deceptive ads, and its Endorsement Guides go into detail about how advertisers and endorsers can stay on the right side of the law. If you endorse a product through social media, your endorsement message should make it obvious when you have a relationship (“material connection”) with the brand. A “material connection” to the brand includes a personal, family, or employment relationship or a financial relationship – such as the brand paying you or giving you free or discounted products or services. Telling your followers about these kinds of relationships is important because it helps keep your recommendations honest and truthful, and it allows people to weigh the value of your endorsements. As an influencer, it’s your responsibility to make these disclosures, to be familiar with the Endorsement Guides, and to comply with laws against deceptive ads. Don’t rely on others to do it for you.

When to Disclose
  • Disclose when you have any financial, employment, personal, or family relationship with a brand.
  • Financial relationships aren’t limited to money. Disclose the relationship if you got anything of value to mention a product.
  • If a brand gives you free or discounted products or other perks and then you mention one of its products, make a disclosure even if you weren’t asked to mention that product.
  • Don’t assume your followers already know about your brand relationships.
  • Make disclosures even if you think your evaluations are unbiased.
  • Keep in mind that tags, likes, pins, and similar ways of showing you like a brand or product are endorsements.
  • If posting from abroad, U.S. law applies if it’s reasonably foreseeable that the post will affect U.S. consumers. Foreign laws might also apply.
  • If you have no brand relationship and are just telling people about a product you bought and happen to like, you don’t need to declare that you don’t have a brand relationship.

How to Disclose
Make sure people will see and understand the disclosure.
  • Place it so it’s hard to miss.
  • The disclosure should be placed with the endorsement message itself.
  • Disclosures are likely to be missed if they appear only on an ABOUT ME or profile page, at the end of posts or videos, or anywhere that requires a person to click MORE.
  • Don’t mix your disclosure into a group of hashtags or links.
  • If your endorsement is in a picture on a platform like Snapchat and Instagram Stories, superimpose the disclosure over the picture and make sure viewers have enough time to notice and read it.
  • If making an endorsement in a video, the disclosure should be in the video and not just in the description uploaded with the video. Viewers are more likely to notice disclosures made in both audio and video. Some viewers may watch without sound and others may not notice superimposed words.
  • If making an endorsement in a live stream, the disclosure should be repeated periodically so viewers who only see part of the stream will get the disclosure.
  • Use simple and clear language.Simple explanations like “Thanks to Acme brand for the free product” are often enough if placed in a way that is hard to miss.
  • So are terms like “advertisement,” “ad,” and “sponsored.”
  • On a space-limited platform like Twitter, the terms “AcmePartner” or “Acme Ambassador” (where Acme is the brand name) are also options.
  • It’s fine (but not necessary) to include a hashtag with the disclosure, such as #ad or #sponsored.
  • Don’t use vague or confusing terms like “sp,” “spon,” or “collab,” or stand-alone terms like “thanks” or “ambassador,” and stay away from other abbreviations and shorthand when possible.
  • The disclosure should be in the same language as the endorsement itself.
  • Don’t assume that a platform’s disclosure tool is good enough,but consider using it in addition to your own, good disclosure.

What Else to Know
  • You can’t talk about your experience with a product you haven’t tried.
  • If you’re paid to talk about a product and thought it was terrible,you can’t say it’s terrific.
  • You can’t make up claims about a product that would require proof the advertiser doesn’t have – such as scientific proof that a product can treat a health condition.

PHOTO/VIDEO RELEASE
As part of the terms and conditions to participate in FORLOH’s ambassador, affiliate and influencer programs, you grant permission to FORLOH and its agents and employees the irrevocable and unrestricted right to reproduce the photographs and/or video images taken of me, or members of my family, for the purpose of publication, promotion, illustration, advertising, or trade, in any manner or in any medium. This includes all user-generated content provided to FORLOH for use on its social media channels. You also hereby release FORLOH and its legal representatives for all claims and liability relating to said images or video. Furthermore, you grant permission to use any statements that were given during an interview or as part of a video, with or without your name, for the purpose of advertising and publicity without restriction. You also waive any right to any compensation unless expressly detailed in the Scope of Work section of your contract.

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