CAMPAIGN To build awareness about the benefits of using Oxyceutics products, highlight the many benefits and offerings that they provide, showcase the joy one feels when they are able to see a more youthful appearance in themselves, and thereby drive consumer traffic to the Oxiceutics website
www.oxiceutics.com (“the Campaign”).
REQUIREMENTS FOR POSTS Realize will provide the Affiliate with the content for their Posts. Should the Affiliate wish to deviate from such content, the Affiliate shall be required to obtain prior permission from Realize by sending the relevant material to
[email protected] or
[email protected] for approval at least one week before the live issue date.
The Affiliate shall be entitled to use whichever social media platform they choose for their Posts.
Specific verbiage to include in messaging and copy:
○ @Oxiceutics
○ #oxiceutics
○ #guttoglow
○ #ad (in caption)
The Affiliate is not permitted to buy Google or Bing search ads using Realize branded keywords as detailed above.
MONITORING POSTS. The Affiliate acknowledges that Realize will be monitoring their Posts for compliance with this Agreement. Should a Post fail to comply with this Agreement, Realize has the right to address such noncompliance by taking any of the following actions alone or in combination: (i) require the Affiliate to take down the Post; (ii) withhold payment of a portion of the Fee until failed compliance has been corrected; and/or (iii) terminate the Agreement pursuant to Section I of this Agreement.
Further, at any time upon written request by Realize, the Affiliate shall promptly remove and delete any or all Posts in connection with the Campaign from any or all social media channels (as applicable); and all references to and associations with Realize and the brand Oxiceutics on such social media channels or elsewhere.
STANDARDS OF CONDUCT: With respect to the Posts, promotional messages, photos, or other communications made on social media platforms about Realize and the brand Oxiceutics and Realize’s services, the Affiliate must adhere to the standards set out below.
● Comply with all applicable laws, rules, and regulations, including without limitations the Federal Trade Commission's Guides Concerning Endorsements and Testimonials and other applicable advertising and competition authorities in the jurisdiction where the Affiliate is located;
● Clearly and conspicuously disclose their "material connection" with Realize, making it clear that they are a paid affiliate and place the disclosure in plain sight and proximity to each Post regardless of any space limitations of the platform (like Twitter), where one can use hashtags for the disclosure (like #ad or #sponsored);
● Comply with the rules of the applicable social media platforms;
● Ensure that the Posts only make factual statements about Realize, Oxiceutics, and their services;
● Ensure that their Posts are original and created solely by the Affiliate;
● Ensure that their Posts will not include the intellectual property of other parties, including any third-party music, photographs, artwork, trademarks, logos, or slogans;
● Ensure that their Posts will not include any person, or personally identifiable information about anyone, other than the Affiliate unless they receive Realize’s prior written approval and have the persons at issue sign a release provided by Realize.
The Affiliate may not:
● Include the personal data of any third party in any Posts;
● Make deceptive or misleading claims about Realize, Oxiceutics, or their services, or our competitors' products or services;
● Disparage Realize, Oxiceutics, or their services;
● Offer for sale or solicit products on behalf of Realize;
● Make offensive comments that have the purpose or effect of creating an intimidating or hostile environment;
● Post content that promotes bigotry, racism, or discrimination based on race/ethnicity, ancestry, gender, gender identity, gender expression, religion, nationality, disability, sexual orientation, medical condition, genetic information, marital or civil partner status, military or veteran status, or age;
● Use ethnic slurs, personal insults, obscenity, or other offensive language;
● In any way promote illegal or unsafe activities involving Realize or the brand Oxiceutics or their users;
● Create fake followers or engagement on social media platforms, such as: (i) buying followers; (ii) using bots to grow audience size by automating account creation, following, commenting, and liking; or (iii) posting fake sponsored content.
Ownership and Grant of Rights. Use of Your Name, Likeness, and Information. You hereby grant to Realize its affiliates and our agents, and each of our respective direct and indirect successors, licensees, and assigns, the right to use your name, image, likeness, biographical, professional, and other identifying information (including information you provide to us and any other information about you that is publicly available) (collectively, "Likeness") in connection with the Campaign, the Posts, and any derivative works we make from the Posts, in whole or in part. You waive the right to inspect or approve any use of your Likeness as contemplated in this Agreement.
Confidentiality. You understand that you may be exposed to information about Realize and its business affairs and services, confidential information and materials comprising or relating to marketing campaigns, intellectual property, trade secrets, third-party confidential information, financial, and other sensitive or proprietary information, whether orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information”). You agree to maintain the confidentiality of all Confidential Information disclosed to you (or which otherwise becomes available to you) in connection with this Agreement and will hold all Confidential Information in strict confidence. You further agree to refrain from disclosing or using Confidential Information for any purpose other than participating in the Campaign. You shall notify us of any actual or suspected misuse, misappropriation, or unauthorized disclosure of our Confidential Information. Upon expiration or termination of this Agreement, you shall return or destroy any Confidential Information in your possession.
Representations and Warranties. You represent, warrant, and undertake to Realize that:
You are entitled to enter into this Agreement and have full power and authority to grant the rights expressed to be granted under this Agreement and you are exclusively entitled to give all assurances, confirmations, waivers, and agreements set out in this Agreement to enable Realize to exploit the Likeness and Posts as described in this Agreement without making any further payment other than as expressly set out in this Agreement.
The Posts: (i) are your sole and original creation; (ii) are not libelous or otherwise defamatory; (iii) do not, and Realize’s use of the Posts will not infringe or otherwise violate any right of any third party, including any intellectual property right, or any right of publicity or privacy; and (iv) comply with all applicable laws, rules and regulations (including but not limited to advertising regulations and data protection laws).
The Affiliate shall not at any time do or say anything which is or may be considered by Realize to (i) be detrimental or prejudicial to or to adversely affect the name, image, reputation, or business of Realize, the brand Oxiceutics, or any of Realize’s services; or bring the Affiliate, Realize or any of its services into disrepute. Save as aforesaid, the Affiliate is free to work for other advertisers, just as Realize is free to work with other affiliates.
Indemnification. The Affiliate agrees to indemnify, defend, and hold harmless Realize and its affiliates, and its and their respective officers, directors, employees, agents, successors, and assigns, from and against any claims, judgments, damages, liabilities, settlements, losses, costs, and expenses, including attorneys' fees and disbursements, arising from or relating to any breach by the Affiliate of their obligations hereunder.
Limitation of Liability. Except with respect to the Affiliate’s indemnification obligations, non-compliance with laws, rules and regulations, and infringement or misappropriation of intellectual property rights, neither party will be liable to the other party for any consequential, incidental, indirect, exemplary, special, or punitive damages whatsoever (including damages for loss of use, revenue or profit, business interruption, and loss of information), whether arising out of breach of contract, tort (including negligence), or otherwise, regardless of whether such damage was foreseeable and whether or not such party has been advised of the possibility of such damages. Except with respect to the Affiliate’s indemnification obligations, non-compliance with laws, rules, and regulations, and infringement or misappropriation of intellectual property rights, each party’s aggregate liability arising out of or related to this Agreement, whether arising out of or related to breach of this Agreement, tort (including negligence), or otherwise, shall not exceed the amount paid or payable under this Agreement.
Relationship of the Parties. You understand that you are an independent contractor of Realize, and this Agreement does not create any association, partnership, joint venture, employee, or agency relationship between you and Realize for any purpose. You have no authority (and will not hold yourself out as having authority) to bind Realize to any agreements. We are not responsible for withholding or paying any income, payroll, Social Security, or other taxes, making any insurance contributions, including unemployment or disability, or obtaining worker's compensation insurance on your behalf. You are solely responsible for all such taxes and contributions, including penalties and interest. You are not eligible under this Agreement to participate in any of our employee benefits, such as time off, medical, or retirement benefits.
MISCELLANEOUS:
All notices must be sent in writing, sent to the addresses listed in this Agreement, and delivered either by a nationally recognized overnight courier, email (with confirmation of transmission), or registered mail postage prepaid, with a copy of all legal notices to
[email protected] and
[email protected] The Affiliate will not assign or otherwise transfer any of their rights, or delegate, subcontract, or otherwise transfer any of their obligations or performance, under this Agreement. Any attempt to assign, delegate, or transfer in violation of this paragraph is void.
No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each party.
If any section, provision, or other portion of this Agreement is held to be illegal, invalid, or otherwise unenforceable by a court of competent jurisdiction the remaining portion of this Agreement shall, in any event, remain valid and effective.
A failure of either party to insist upon or enforce any term or provision or to exercise any right, option, or remedy of the Agreement shall not be construed as a waiver of any such term or provision. Those provisions that are reasonably deemed to give proper effect to this Agreement’s intent shall survive the expiration or earlier termination of the Agreement.
For any disputes or claims (“Disputes”) arising from this Agreement, the parties agree to first attempt to negotiate and settle such Dispute informally as between the parties but should the parties fail to come to a mutual resolution, then the parties agree to resolve the Dispute by binding arbitration located in Chicago, Illinois. This Agreement shall be construed in accordance with and governed by the laws of Illinois excluding its choice of law provisions.
This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement with an electronic signature being sufficient.
This Agreement contains the entire agreement between the parties and supersedes any oral or written statements made by or to the Affiliate in connection with the Campaign and the Posts.
