INFLUENCER PROGRAM TERMS AND CONDITIONS
1. Introduction
These Terms and Conditions (the "Terms") govern the relationship between Welcome Compass, Inc. ("Company") and the influencers ("Influencer(s)") participating in Company's Influencer Program (the "Program"). By participating in the Program and signing the Influencer SOW, Influencer agrees to comply with these Terms, as well as any applicable laws and guidelines, including but not limited to the Federal Trade Commission (FTC) guidelines.
2. Scope of Work (SOW)
The scope of services and deliverables (collectively, the "Content") to be provided by Influencer will be defined in the applicable Statement of Work (SOW) that will be executed between Company and Influencer prior to commencing any services. The SOW will specify the compensation, timeline, deliverables, and additional terms specific to each campaign.
3. Content License and Ownership
a. License to Company. By creating and providing Content as part of the Program, Influencer grants to Company a perpetual, worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, modify, and display the Content across any media and platform, including but not limited to digital, print, broadcast, and social media channels, without additional compensation outside the fees set forth in the applicable SOW.
b. Exclusivity. Influencer agrees that during the term of the SOW, they will not endorse any products or services that directly compete with the Company’s products or services without prior written consent from Company.
c. Influencer's Rights. Influencer retains ownership rights in and to the Content, subject to the license granted to Company hereunder.
4. FTC Compliance and Disclosures
a. FTC Compliance. Influencer agrees to comply with all applicable laws, rules, and regulations, including the FTC's Guides Concerning the Use of Endorsements and Testimonials in Advertising. Influencer will provide clear and conspicuous disclosures in each instance of sponsored content or as directed by Company.
b. Disclosure Guidelines. Influencer must disclose the relationship with Company in a way that is readily visible, understandable, and in proximity to the endorsement. Examples of compliant disclosures include, but are not limited to, "Sponsored by Welcome Compass," "#ad," "#sponsored," or other similar language.
c. Responsibility for Compliance. Influencer shall be solely responsible for ensuring that all disclosures meet the FTC’s requirements. Failure to comply may result in immediate termination of the SOW and possible forfeiture of fees.
5. Influencer Obligations
a. Content Standards. Influencer represents and warrants that the Content will be original, free from any third-party claims, and will not infringe upon any intellectual property, privacy, or publicity rights of any other party. Content must align with Company’s brand guidelines, values, and messaging as outlined in the SOW.
b. No Misleading Statements. Influencer agrees not to make any false or misleading statements about Company’s products or services. All opinions or claims made in the Content must reflect Influencer’s honest beliefs, findings, or experiences.
c. Approval Rights. Company reserves the right to review and approve all Content before it is published. Any Content that fails to meet Company standards may be revised at Company’s request before publication.
6. Confidentiality
Influencer agrees to keep any confidential information provided by Company secure and not disclose it to any third parties, except as necessary for participation in the Program and as expressly authorized in writing by Company.
7. Payment and Expenses
a. Compensation. Influencer will be compensated as outlined in the applicable SOW. Payment terms and schedules will be specified in the SOW, subject to Influencer’s fulfillment of the deliverables and obligations under these Terms.
b. Expenses. Unless otherwise stated in the SOW, Influencer is responsible for any costs and expenses incurred in connection with creating the Content.
8. Term and Termination
a. Term. The term of each engagement between Company and Influencer will be specified in the SOW.
b. Termination by Company. Company reserves the right to terminate the SOW and these Terms at any time for any reason with prior written notice to Influencer. If terminated for cause, Influencer may forfeit any outstanding compensation.
c. Effect of Termination. Upon termination, Influencer shall immediately cease all use of Company’s brand name, trademarks, and any other proprietary information, and shall promptly return or destroy all copies of any confidential information.
9. Representations and Warranties
Influencer represents and warrants that:
The Content is original and created solely by the Influencer, and no third-party rights, including intellectual property rights, are infringed. Influencer has the right to grant the license set forth in these Terms. Influencer’s participation in the Program and the production of Content complies with all applicable laws, regulations, and third-party policies.
10. Indemnification
Influencer agrees to indemnify, defend, and hold harmless Company, its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, liabilities, losses, expenses, or costs (including reasonable attorneys' fees) arising out of or relating to:
Any breach by Influencer of these Terms or the SOW.
Any claim that the Content infringes upon or violates any intellectual property, privacy, publicity, or other rights of a third party.
Influencer’s failure to comply with applicable laws, including FTC disclosure guidelines.
11. Limitation of Liability
In no event shall Company be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or in connection with these Terms, even if Company has been advised of the possibility of such damages. Company's total liability under these Terms shall not exceed the total compensation paid to Influencer under the applicable SOW.
12. Governing Law and Jurisdiction
These Terms shall be governed by and construed in accordance with the laws of Delaware. Any dispute arising out of or relating to these Terms shall be resolved in the courts of the State of Delaware.
13. Miscellaneous
a. Entire Agreement. These Terms, together with any applicable SOW, constitute the entire agreement between the parties and supersede all prior agreements or understandings, whether written or oral, regarding the subject matter hereof.
b. Amendment. Company reserves the right to modify these Terms at any time. Influencer’s continued participation in the Program after any modification shall constitute acceptance of the modified Terms.
c. Assignment. Influencer may not assign any rights or obligations under these Terms without Company’s prior written consent.
By signing the SOW, Influencer acknowledges and agrees to comply with these Terms and Conditions.