Influencer Program Terms and Conditions
Sponsor reserves the right to modify these Terms and Conditions at any time, without notice to you, so it is important to check the Terms and Conditions periodically. Participation in the Program is considered acceptance of these Terms and Conditions and any modified terms included therein. Sponsor may, in its sole and absolute discretion, cancel, change, suspend or modify any aspect of the Program, without notice.
ELIGIBILITY: To be eligible for the Program, you must be a legal resident of the fifty (50) United States or District of Columbia (the “Territory”) and over 18 years of age. Employees of Sponsor and their immediate family members living in the same household of Sponsor are not eligible for the Program. You cannot participate in the Program if it would violate your employer’s policies or terms and conditions. The Program is provided to individuals only. Corporations, associations or other groups may not participate in the Program.
SPONSOR’S INTELLECTUAL PROPERTY: No license or other right of any kind is granted by Sponsor to Influencer, except as expressly provided by the Program. Influencer shall not use Sponsor’s copyrights, trademarks, tradenames, or other intellectual property in any way except to the limited extent as may be allowed by Sponsor.
INFLUENCER CONTENT: Influencer expressly grants to Sponsor a non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, worldwide, fully sub-licensable right to use any work product, including but not limited to videos, photos, and written or verbal content, that Influencer posts related to the Program (“Influencer Content”) in any manner, in whole or in part, and for any purpose in any and all media, including but not limited to Sponsor owned or controlled websites and platforms, social media, advertising and promotional materials. Any statements, posts and/or feedback that Influencer provides may be paraphrased, amplified or shortened.
Influencer acknowledges and agrees that participation in the Program means Sponsor may use Influencer Content and include Influencer’s name/likeness/social media handle(s) and any other Influencer attributes in any manner that Sponsor determines supports the purposes of the Program, including use in any and all media for advertising or promotional purposes.
REPRESENTATIONS AND WARRANTIES: Influencer represents and warrants that: (i) the Influencer Content will be wholly original and will not infringe upon any copyright, trademark, patent, right of publicity or privacy, or any other proprietary rights of any person whether contractual, statutory or common law; (ii) Influencer’s posts and statements are true and accurately reflect Influencer’s honest opinions and experiences; (iii) Influencer shall comply with all applicable federal, state, and local laws, regulations, administrative guidelines, orders and ordinances, including but not limited to, all privacy and data security laws and the terms and conditions of all applicable third party websites, platforms or applications, including by making disclosures in accordance with the FTC’s Guides Concerning the Use of Endorsements and Testimonials in Advertising (https://www.ftc.gov/os/2009/10/091005revisedendorsementguides.pdf) (“FTC Endorsement Guides”); and Influencer shall comply with the Penguin Random House Supplier Code of Conduct, available at https://global.penguinrandomhouse.com/compliance/PRH_Supplier_Code_of_Conduct_EN.pdf.
INDEMNIFICATION: Influencers agree to indemnify, defend and hold Sponsor and its representatives and agents harmless from and against any and all third party claims, demands, liabilities, costs or expenses, including attorney’s fees and costs, arising from, or related to any breach by Influencer of any of these Terms and Conditions or any violation by Influencer of applicable law.
RELEASE: By participating in the Program, Influencers release Sponsor, its parent, subsidiaries, affiliates, suppliers, advertising and promotions agencies and their respective directors, officers, employees, and agents (collectively, “Released Parties”) from any and all liability for any loss, harm, damages, cost or expense, including, without limitation, property damages, personal injury and/or death, arising out of or in any way connected to the Program.
TERMINATION: Sponsor may, in its sole and absolute discretion, cancel, change, suspend, or modify any aspect of the Program at any time, without notice. Sponsor may, in its sole and absolute discretion, terminate or suspend any Influencer’s participation in the Program for breach of these Terms and Conditions, or for taking any actions that are inconsistent with the intent of these Terms and Conditions. Sponsor reserves the right at its sole discretion to prohibit any Influencer from participating in any aspect of the Program if Sponsor deems or suspects that such Influencer has engaged in or has attempted to engage in any of the following: (a) acting in violation of these Terms and Conditions; (b) acting with intent to annoy, harass or abuse any other person; (c) any inappropriate, uncooperative, disruptive, fraudulent, potentially fraudulent, or unusual behavior or activity; (d) failure to make disclosures as required by the FTC Endorsement Guides and/or as instructed by Sponsor; or (e) activity deemed in the sole discretion of Sponsor to be generally inconsistent with the intended operation of the Program. Any decision Sponsor makes relating to termination or suspension of any Influencer’s participation in the Program shall be final and binding in all respects. Sponsor shall be the sole determiner in cases of suspected abuse, fraud, or breach of these Terms and Conditions or intent of these Terms and Conditions.
INDEPENDENT CONTRACTOR STATUS: Nothing in this Agreement implies any employment or joint venture relationship between Sponsor and Influencer. As an independent contractor, Influencer shall not receive nor be entitled to a salary or any other benefits or privileges Sponsor provides to its employees. Sponsor and Influencer agree that: (i) Influencer will be treated as an independent contractor with respect to Influencer’s role under this Agreement for all purposes, including, federal, state, and local tax purposes and for all other purposes and Sponsor will not withhold or pay over on behalf of Influencer any amounts relating to federal, state or local income taxes, unemployment compensation, workers compensation, social security or other taxes or assessments; (ii) Influencer will never be asked to perform tasks, duties, or otherwise which will render Influencer’s services to be that of an employee; (iii) Influencer will not be provided great detail or strict guidelines about how to participate in Program but will rely on Influencer’s own expertise; (iv) Influencer may perform tasks at Influencer’s own discretion on Influencer’s own schedule, and Influencer may elect the hours (if any) during which Influencer puts effort against the tasks; and (v) Sponsor has no right to exercise any control whatsoever on Influencer’s daily activities.
CONFIDENTIALITY: Both Sponsor and Influencer acknowledge that either party may acquire confidential information concerning the other party pursuant to the Program, and hereby agree that they shall not use any such information for any purpose, except as otherwise expressly permitted hereunder. Influencer further agrees not to disclose or provide any such information to any third party and to take all necessary measures to prevent any such disclosure.
GOVERNING LAW: The laws of the State of New York shall govern these Program Terms and Conditions. Influencer hereby expressly consents to exclusive jurisdiction and venue in the courts located in New York for all matters arising in connection with these Terms and Conditions or Influencer’s participation in the Program.
LIMITATION OF LIABILITY: To the fullest extent permitted by applicable law, no responsibility or liability is assumed by the Sponsor for technical problems or technical malfunction arising in connection with any of the following occurrences which may affect the operation of the Program: hardware or software errors; faulty computer, telephone, cable, satellite, network, electronic, wireless or Internet connectivity or other online or other communication problems; errors or limitations of any Internet service providers, servers, hosts or providers; garbled, jumbled or faulty data transmissions; failure of any e-mail transmissions to be sent or received; lost, late, delayed or intercepted e-mail transmissions; traffic congestion on the Internet or unauthorized human or non-human intervention of the operation of the Program, including without limitation, unauthorized tampering, hacking, theft, virus, bugs, worms; or destruction of any aspect of the Program.
To the fullest extent permitted by applicable law, you hereby agree that: (i) any and all disputes, claims and causes of action arising out of or connected with this Program shall be resolved individually, without resort to any form of class action; (ii) any and all claims, judgments and awards shall be limited to actual out-of-pocket costs incurred, including costs associated with participating in this Program, but in no event attorneys’ fees; and (iii) under no circumstances will you or anyone else be permitted to obtain awards for and you hereby waive all rights to claim punitive, incidental and consequential damages and any other damages, other than for actual out-of-pocket expenses, and any and all rights to have damages multiplied or otherwise increased.
SPONSOR: Penguin Random House LLC, 1745 Broadway, New York, NY 10019