Adore Me Creator Terms and Conditions

Notice of Agreement to Arbitrate and Class Action Waiver

BY ACCEPTING THESE TERMS, YOU AGREE TO RESOLVE ANY DISPUTE WITH US ON AN INDIVIDUAL BASIS IN ARBITRATION, AND TO WAIVE ANY RIGHT TO PURSUE A CLASS ACTION OR SUIT IN COURT, EXCEPT IN MATTERS THAT MAY BE PURSUED ON AN INDIVIDUAL BASIS IN YOUR LOCAL SMALL CLAIMS COURT. THE PROGRAM AND THESE TERMS AND CONDITIONS ARE SUBJECT TO AND HEREBY INCORPORATE BY REFERENCE THE ADOREME.COM TERMS AND CONDITIONS LOCATED AT HTTPS://WWW.ADOREME.COM/TERMS-CONDITIONS (THE “WEB TERMS”), WHICH INCLUDES AN AGREEMENT TO ARBITRATE AND CLASS ACTION WAIVER.

1. Acceptance into the Adore Me’s Creators Program Adore Me, Inc. (“we,” “our,” “us,” or “Adore Me”) may determine in our sole discretion whether an individual (“participant”, “you” or “your”) is accepted in the Adore Me Creator’s Program (the “Program”) and meets eligibility requirements.

2. Program Terms. By participating in the Program, you agree to comply with these terms and conditions (these “Terms”). You acknowledge that we may monitor, in our discretion, your posts and performance for compliance with these Terms. We reserve the right to terminate your participation in the Program and decline to provide the benefits to you should you not perform your obligations in accordance with these Terms. In the event of any conflict or inconsistency between the Web Terms and these Terms with respect to the Program, these Terms shall prevail. You may terminate your participation in the Program by providing written notice to us at creators@adoreme.com. We reserve the right to discontinue the Program at any time, with or without notice.

3. Campaigns. As part of the Program, through creators.adoreme.com or such other website, application or method as we determine, we may offer you the ability to participate in advertising or other social media campaigns or other promotions (“Campaigns”) with respect to one or Adore Me brands (including but not limited to Adore Me, Belabumbum, Walkpop, ReApparel, Outlines, Joyja, Coolibrium and Become) (the “Brands”) in a Campaign is subject to compliance with specific Campaign requirements and restrictions, including, without limitation, performance of minimum requirements and conditions. Specific Campaigns may limit to maximum number of participants, as determined by Adore Me. We may revoke or discontinue any Campaign or participation in a Campaign in our sole discretion. You acknowledge and agree that we make no commitment about the number of Campaign opportunities that may be available or your ability to participate.

4. Participant Benefits. Certain Campaign opportunities may include the provision of certain benefits to Program participants who perform all the requirements for that Campaign. Participants must complete all required obligations of a Campaign to receive applicable benefits, if any, for that Campaign and posts or Content (as defined below) that do not comply with these Terms or the Campaign requirements will not be considered. We are under no obligation to offer any benefits or compensation in any amount with respect to a particular Campaign. Any benefits provided for participation in a Campaign will be delivered to the email address on file with Adore Me. Any benefits provided are subject to applicable withholding requirements under applicable law and you are responsible for all taxes associated with receipt of any participation benefits as part of the Program.

5. Relationship with Adore Me. You acknowledge that your participation in the Program is voluntary and at your discretion and control and you will not be deemed at any time an employee, agent or representative of Adore Me, Inc or entitled to any benefits as an employee, agent or representative of Adore Me Inc. You do not have the right to make any representations or commitments on behalf of Adore Me or to bind Adore Me in any way. By participating, you agree that there are no restrictions or conflicts of interest that would prohibit your participation in a Campaign. You represent you are eligible to participate, have obtained any required permission from necessary parties to participate, and participation does not violate any agreement or obligation you have with any employer or other third party.

6. Content Creation and Requirements.

a. All materials created by you in connection with the Program or any Campaign, including, without limitation, blog posts, Facebook posts, Instagram posts, photos, images, videos, messages or other materials is considered “Content.”. You are responsible for costs and expenses you incur in the creation and submission of Content for a Campaign, and we will not reimburse or be responsible for those costs or expenses.

b. As part of the Program or any Campaign, Adore Me may provide you instructions regarding the timing of your social media engagements relating to the Brands and your participation in the Campaign.

c. Adore Me reserves the right to require the prior review and written approval of posts, videos and Content by Adore Me prior posting for a Campaign, if described in an applicable Campaign. Failure to obtain prior review and approval may disqualify your participation in that Campaign.

d. All Content must be original to you and created solely by you (with the exception of Adore Me images, videos, photos, text or other Adore Me Content (as defined in the Web Terms). Content must not: (i) contain any copyrighted works without permission of the copyright owner; (iii) contain any third party trademarks or logos without permission of such owner or the feature of any other brand’s logo or products without the consent of Adore Me; or (iii) contain the likeness of any person (other than any persons featured in the Adore Me Content) without proper consent. If any third party takes any part in assisting you with creating Content, you must obtain in writing in advance an assignment of rights from such party sufficient to enable you to grant to Adore Me all the rights and licenses granted in these Terms, at no cost to Adore Me. You must provide an executed of that written assignment to Adore Me upon request. Adore Me will not be responsible or liable to any third party that takes any part in assisting you with creating Content for anything, including without limitation, payment of any compensation to such third party.

e. You agree to comply with the rules, guidelines, and terms of service and/or use on social media and other platforms where you post Content, including Facebook, Instagram and Twitter.

7. Required Disclosure and Compliance with Laws. You are responsible for complying with all laws, rules and regulations that apply to you, your participation in the Program, each Campaign and your Content. That includes the Federal Trade Commission’s Guides Concerning the Use of Testimonials and Endorsements in Advertising and Adore Me’s Disclosures, and website and social media terms of use and privacy policies. The Federal Trade Commission has published a plain language guide here: https://www.ftc.gov/system/files/documents/plain-language/1001a-influencer-guide-508_1.pdf

8. Content and Other Requirements .

a. You must include in all Content appropriate disclosure of any material connection between you and Adore Me and/or the Brands, including your involvement in the Campaign.

• Be clear and conspicuous in heading by stating, "Sponsored Post," "Sponsored Partnership," "Paid Partnership" in title or other prominent location.
• Be clear and conspicuous by stating, “Ad,” "Sponsored," or "Sponsored Post" or such hashtag specified in each Campaign

b. Your statements must reflect your honest views and personal experiences with the Adore Me’s products/services. You may not make any claims about Adore Me’s products/services that would require proof you do not have. If you make specific claims or discuss specific benefits of Adore Me’s products/services, you must refer to Adore Me’s resources to ensure that any such claim or discussion is supported by evidence. You shall promptly notify Adore Me if your opinion of Adore Me’s products/services changes from that which you expressed up to that date.

c. You must make clear that opinions, advice, statements, services, offers and other information provided by you are your own and not those of Adore Me or any of its agents or representatives and that neither Adore Me nor any of its agents or representatives are responsible for your Content or opinions, advice, statements, services, offers, or other information contained in your Content.

d. You may not post any Content that violates any law, constitutes a criminal offense, gives rise to civil liability, advocates or provides instruction on illegal activity, or discusses illegal activities with the intent to commit them. Your Content may not include statements that may defame, harass, stalk or threaten others.

e. You may not interfere with any person’s right to privacy or violate or infringe on the rights of others.

f. You may not upload, post or otherwise transmit any Content that is offensive to Adore Me or the online community, including expressions of bigotry, racism, abusiveness, vulgarity or profanity, that contains or advocates pornography, pedophilia, incest, or is otherwise obscene, or that sexualizes minors or that is intended to facilitate inappropriate interactions with minors.

g. You may not misrepresent the source of anything in the post, including impersonating another individual or entity; include links to external sites other than as may be directed by Adore Me as part of a Campaign; or include advertising for yourself or any third parties (including other brands, money making schemes, discount cards, surveys, contests, etc.).

h. All Content must be accurate and not misleading. You represent and warrant that use and posting or other transmission of your Content does not violate these Terms and will not violate any rights of or cause injury to any person or entity.

9. Ownership and Use of Content.

a. Adore Me Content. By downloading any Adore Me Content for a Campaign, you receive a limited, revocable, non-transferable, non-exclusive right to copy and use that Adore Me Content solely to for use as part of your Content in accordance with these Terms and for no other purpose. You acknowledge that you have no rights in or to any Adore Me Content other than a limited right to use that Adore Me Content to create Content pursuant to these Terms. Adore Me reserves all rights in and to the Adore Me Content not expressly granted under these Terms. Copying or unauthorized use of any copyrighted materials, trademarks, or any other intellectual property without the express written consent of its owner is strictly prohibited.

b. Originality. You may not post any materials protected by copyright, trademark, trade secret, right of publicity or other proprietary right belonging to a third party without the express written permission of that third party. You are responsible for determining whether any material is protected by copyright, trademark, trade secret, right of publicity or other proprietary right. You are also responsible for posting any required attribution or similar designations in connection with materials owned by a third party. You are solely liable for any damage resulting from any infringement of copyrights, trademarks, trade secrets, rights of publicity or other proprietary rights or any other harm resulting from such a submission and your Content.

c. Rights of Publicity Ownership and License. All Content become the exclusive property of Adore Me upon submission. By participating, you unconditionally and without limitation assign and agree to assign to Adore Me (or its designee) all worldwide right, title and interest you have in the Content, including, without limitation, all intellectual property rights in perpetuity, without expectation of compensation, royalties, residuals, or acknowledgment. If, for any reason, any of these rights may not be assigned, you grant Adore Me, their successors and assigns (and those acting pursuant to their direction) the exclusive, perpetual, irrevocable, fully-transferable, fully paid-up, royalty-free right and license (with right to sub-license) to use, reproduce, display, modify, prepare derivative works from and publicly perform the Content, in whole or in part, for advertising, trade and promotional purposes in any media or manner worldwide, and to post the Content on social media, websites or other media for viewing by the public. Adore Me reserves the right to modify or edit any Content, in whole or in part, for content, clarity or any other reason, and you waive any and all “moral rights,” rights of attribution, or similar rights in the Content. You agree to execute and deliver all instruments of writing as may be necessary and provide all assistance reasonably requested by Adore Me to vest in Adore Me all right, title and interest in the Content, such assistance to be provided at Adore Me’s expense, but without any compensation to you.

By participating, you further grant Adore Me and those acting under their authority permission to use your name, likeness, and comments for advertising and publicity purposes, without payment of any compensation. You understand there is no guarantee that any Adore Me will make use of any rights granted in any Content or your name or likeness. You agree that Adore Me is not required to submit to you any materials including your Content for approval prior to use, and you hereby waive any right to inspect or approve those materials.

YOU UNDERSTAND THAT ADORE ME HAS ACCESS TO A WIDE RANGE OF IDEAS, CONCEPTS, DESIGNS, AND OTHER MATERIALS AND YOU WILL NOT BE ENTITLED TO ANY COMPENSATION BASED ON ADORE ME’S USE OF ANY SUBMISSION OR ANY SIMILAR OR IDENTICAL IDEAS, CONCEPTS, DESIGNS OR MATERIALS TO THOSE CONTAINED IN CONTENT.

d. Discretion to Use Materials. You understand that there is no guarantee that Adore Me will make use of any of the rights or releases granted in this Agreement and that Adore Me’s only obligation is to provide the participant benefits identified for a specific Campaigns where you have complied with your obligations and otherwise comply with the terms and conditions herein.

e. Territory. Except as otherwise provided herein, all rights, licenses and uses granted or permitted by you hereunder apply in any and all media now known or hereinafter invented, without territorial restrictions.

10. Conduct. If you breach these Terms or commit or threaten to commit any act, or become involved in any situation or occurrence, involving a felony, crime, and/or other act of moral turpitude so as to lead Adore Me, in its sole discretion, to believe that public association with you would subject Adore Me to the contempt of the general public or scandal, or if your conduct otherwise would be detrimental to the reputation or business of Adore Me, Adore Me may terminate your participation in the Program or any Campaign without any obligation to you and decline to provide any benefits to you. The termination right as provided herein shall be effective at any time after and from the date on which Adore Me acquires knowledge of any such act, situation, or occurrence.

11. Update. Adore Me may change the Program or any Campaign in its sole discretion from time to time. Adore Me may update these Terms by posting an updated version of such Terms to creators.adoreme.com. Upon your access or login to creators.adoreme.com following posting of such updated terms, such Terms shall be binding on you.

12. Web Terms. As set forth above, these Terms are subject to the terms of the incorporated Web Terms, including without limitation the Sections entitled “INTELLECTUAL PROPERTY”, “DISPUTE RESOLUTION/ARBITRATION/CLASS ACTION WAIVER”, DISCLAIMER OF WARRANTIES/LIMITATION OF LIABILITY” and “MISCELLANEOUS.” These Terms that are intended to survive shall survive any termination of your participation in the Programs or any Campaign.