Updated: 7/19/24
Terms of Use
1. INTRODUCTION
Acorn Influence, LLC (“Acorn”) is a digital influence agency that connects Influencers (as defined below) with persons or entities who seek to expand their brand, product, and/or service awareness online by creating campaigns or otherwise, including any agency who represents them ("Advertisers"). Acorn specializes in connecting Influencers to the Advertiser where it will provide the most value (i.e., the best match). Influencers include those who own a blog, have a presence on social media networks (such as Facebook, X, YouTube, Instagram, TikTok and Pinterest), use their social media networks to post regular content, and work or are willing to work with Advertisers to promote their brand and/or products or services ("Influencer"). As an Influencer, Acorn values your opinions and considers you and your audience valuable assets to the Advertisers with which Acorn works.
Working with us and providing your services to the Advertiser through Acorn's proprietary relationships with Advertisers (the “Service” or “Services”) is subject to your acceptance of and compliance with all the terms and conditions of this “Terms of Use,” any statement of work (“SOW”), our Privacy Policy (“Privacy Policy”), and any instructions, rules, policies, briefs or guidelines related to Influencers (“Guidelines”) (collectively, the “Agreement”). To the extent of any conflict between this Terms of Use and the SOW, the terms of SOW shall control. This Agreement is agreed to between Acorn and you, or if you represent a company or other entity, that company or entity (in either case “You”, “Your”, or “Influencer”). If You accept or agree to this Agreement on behalf of a company or other entity, You represent and warrant that You have the authority to bind that company or other entity to this Agreement.
2. ACCEPTANCE OF THIS AGREEMENT
You can accept this Agreement by:
1. clicking on the “I Agree” or “I Accept” box;
2. registering in the Acorn’s online platform (“Platform”) at http://www.acorninfluence.com/influencers/ ; or
3. accessing or using the Platform or otherwise accepting to participate in a campaign by Advertisers (“Campaign”).
The term of this Agreement will commence on the date any of the earliest above numbered events occur (the “Effective Date”) and will end when terminated by either party in accordance with this Agreement. In accepting this Agreement, You agree that Acorn may disclose Your registration and other applicable information to the Advertiser. [In this case, You understand and agree that Acorn will treat Your use of the Platform as acceptance of this Agreement from that point onwards.]
By accepting this Agreement, You acknowledge and agree that You have read and accept the terms set forth herein and agree to be bound by this Agreement. Each time You use the Platform, the current version of the Terms of Use will apply. Accordingly, when You use the Platform, You should check the date of the Terms of Use (which appears at the top of this document) and review any changes since the last version. The Terms of Use will be available at all times at www.acorninfluence.com.
You may not register and access and use the Platform and may not accept this Agreement if: (a) You are not legally competent to form a binding contract with Acorn; (b) in the case of a company or other entity, You lack the authority to enter into this Agreement and bind that company or other entity to this Agreement; or (c) You do not comply with Section [9] “Eligibility” rules. Your acceptance will legally bind You to comply with this Agreement.
IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, OR DO NOT MEET THE QUALIFICATIONS INCLUDED IN THIS AGREEMENT, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE PLATFORM AND PROVIDE ANY SERVICES. IF YOU ACCESS OR USE THE PLATFORM, YOU ACKNOWLEDGE THAT YOUR MEET THE QUALIFICATIONS INCLUDED IN THIS AGREEMENT AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.
Before You continue, You should print off or save a local copy of the Terms of Use for Your records.
3. CAMPAIGNS
Acorn’s method of operations: Participating Advertisers create and send Campaigns through the Platform located on the Acorn website, which offer Influencers the opportunity to participate in Campaigns from the Advertiser.] Acorn presents this information to eligible Influencers via a SOW. Each SOW contains various Campaign details, including, but not limited to, a brief description of the campaign, start and end date, compensation information, and any exclusivity requirements. If accepted to the Campaign, participating Influencers will receive additional information and Guidelines from Acorn via email communications and through Influencer’s account in the Platform. [All Influencers participating in a Campaign are required to review the Influencer brief corresponding to the campaign, which includes important information about the Campaign and Campaign requirements (“Influencer Brief”)]. All Campaigns must comply with the requirements established by Acorn and the Advertiser as presented in the applicable SOW, Campaign related email correspondence, communications in the Platform and the Influencer Brief (collectively referred to as the “Requirements”). By accepting and participating in a Campaign, You acknowledge and agree that You have reviewed and accept all Requirements and that You agree to strictly adhere to [the Influencer Brief,] the Requirements and this Agreement.
Quality Control Policy: In accordance with our quality control policy, our campaign coordinator will email Influencers once regarding corrections on posts. Failure to correct such posts within 6 hours after being contacted by the campaign coordinator will result in contract termination and marked “do not use” in our system.
Permanence of Content: All content created or published for any Campaign will remain publicly visible with the campaign hashtag(s) and disclosures for a period of at least 90 days after the final payment of Fees. In addition, if the Content is modified in any way beyond this time period, the required disclosure must remain intact in order to comply with FTC requirements.
Affiliate Links: Affiliate links are permitted on Campaign blog posts as long as they only push to the same retailer set forth in campaign requirements.
Reporting: All links must be reported within 2 hours of Influencer Content going live, and failure to timely report will result in potential payment deduction of fifty dollars ($50.00) in compensation for each day delay in submission.
During the term of this Agreement, Influencer has the right to provide content services to others provided that such other engagement or performance does not: (a) interfere in any way with the timely and professional performance of the Services to Acorn; (b) require the disclosure or use of Confidential Information; and (c) conflict with any other agreements between Acorn and Influencer regarding exclusivity. Acorn has no obligation to propose a Campaign to Influencer and may receive content services from other influencers during the term of this Agreement.
If You do not accept the Requirements, You must immediately notify Acorn and refrain from participating in the Campaign. Noncompliance with the Statement of Work, Requirements, including but not limited to any applicable acceptance or posting dates, or this Agreement may result in Influencer not being entitled to compensation, removal from the Campaign, ineligibility to participate in any future Acorn Campaigns and/or being removed from the Acorn Platform.
4. REVIEWS & APPROVALS
Acorn in its sole discretion shall determine whether Influencer has complied with the Requirements and is entitled to the compensation in connection with a Campaign. Influencers who do not comply with the Statement of Work, Requirements and this Agreement will not be entitled to the compensation associated with such Campaign. Failure to submit required posts within the Campaign posting period or to make necessary edits to published posts in a timely manner may result in disqualification to participate in the Campaign and reduced or non-payment of associated compensation.
5. USE OF PLATFORM
In order to access the Platform and provide Services, You may be required to provide information about yourself (such as identification or contact details) as part of registration, or as part of Your continued use of the Platform. You agree that any registration information You provide to Acorn will always be accurate, complete and up to date. You will update Your registration information as necessary to maintain accuracy.
You agree to use the Platform only for purposes that are permitted by (a) this Agreement, and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries). Unless otherwise agreed in writing by Acorn, You agree that You shall not copy, distribute, modify, reproduce, duplicate, perform, display, create derivative works from, reverse engineer, decompile, attempt to obtain the source code or algorithms of, trade, sell, rent, lease, license, sublicense, resell or transfer the Platform or any portion thereof. You shall not in connection with any Campaign take any of the following actions or use the Platform to transmit spam, send unsolicited e-mails, conceal the identity of an e-mail sender or to create or utilize technology to generate fraudulent point activity including, but not limited to, bots, or spiders. You shall not use the Platform for the benefit of any third party other than as authorized in this Agreement, whether on a paid or unpaid basis.
You agree not to access (or attempt to access) any information of Acorn, Advertiser or Campaign (i) by any means other than through the interface that is provided by Acorn, unless You have been specifically allowed to do so in a separate agreement with Acorn; or (ii) through any automated means (including use of scripts or web crawlers), and You shall ensure to comply with any and all instructions set out on the Platform.
You agree that You will not engage in any activity that interferes with or disrupts the Platform. Product samples provided by a brand are for campaign use only and are not allowed to be resold or traded. Influencers are required to follow guidelines on usage and trial of sample products.
You agree that when You accept and participate in a Campaign, You shall in no way attempt to circumvent Acorn to work with the Advertiser directly on the Campaign. You will not use any information you obtained from Acorn, the Advertiser or any third party to compete with Acorn or in any way that would be detrimental to Acorn. All of Your communications with the Advertiser shall be through Acorn and/or the channels provided through the Platform for a period of six (6) months after the campaign concludes. Specifically, You agree not to solicit business directly from the Advertiser and in the event the Advertiser contacts you directly to solicit you or your services, you will notify Acorn immediately of such contact. Acorn, Influencer and Advertiser understand the necessity of protects on against the unfair competition of circumvention of the other party and that the nature and scope of such protection has been carefully considered by each party. The parties further acknowledge and agree that the covenants and provisions of this section, for the consideration for disclosure of the identity of and nature of the relationship with the Advertiser are among the inducements for entering into and consummating any transaction contemplated as a result thereof. If, however, any court determines that the foregoing restrictions are not reasonable, such restrictions shall be modified, rewritten, or interpreted to include as much as their nature and scope will render them enforceable. The parties understand and agree that in the event of a breach of this Agreement by either party, each shall be entitled to equitable relief, including injunction and specific performance as a remedy for any such breach, in addition to, and not exclusive of, any and all other remedies available at law or in equity, including recovery of damages.
You agree that You are solely responsible for (and that Acorn has no responsibility to You or to any third party for) any breach of Your obligations under this Agreement or applicable law and for the consequences (including any loss or damage which Acorn or a third party may suffer) of any such breach.
Acorn reserves the right to terminate or suspend Your use of the Platform at its sole discretion, with or without notice to You, upon any actual, threatened, or suspected breach of this Agreement or applicable law or upon any other conduct deemed by Acorn to be inappropriate or detrimental to the Platform, Acorn, or any Advertiser or any person or entity accessing or using the Acorn website or Platform (“User”).
6. YOUR ACCOUNT, PASSWORDS AND ACCOUNT SECURITY
Your account, account ID and password is for Your sole use. You may not distribute, transfer or allow any third party to access Your account.
You agree and understand that You are responsible for maintaining the confidentiality of any account ID and passwords associated with any account You use to access the Platform. Accordingly, You agree that You will be solely responsible to Acorn for all activities that occur under Your account. If You become aware of any unauthorized use of Your password or of Your account or any other breach of security, You agree to immediately notify Acorn.
7. PRIVACY AND YOUR PERSONAL INFORMATION
For information about Acorn’s data protection practices, please read Acorn’s Privacy Policy. This policy explains how Acorn treats Your personal information, and protects Your privacy, when You use the Platform. Influencer expressly consents to the use and disclosure of personally identifiable information and other data and information as described in Acorn’s Privacy Policy. Influencer acknowledges and agrees that Acorn may disclose all information about Influencer and that Influencer may provide with respect to Influencer Content to the applicable Advertiser to which that Influencer Content relates. By accepting this Agreement, You agree to the use of Your data in accordance with Acorn’s Privacy Policy, which is incorporated into and made part of this Agreement.
8. ELIGIBILITY
You must be eighteen (18) years or older to register as an Influencer in the Platform. If you are 13 or older and younger than 18, then you may register on the Platform or provide Services only if you have your parents’ or guardians’ prior permission. By registering on the Platform, You represent and warrant that you are at least 18 years old or that you are at least 13 years old and have your parents’ or guardians’ prior permission to do so. If you are a parent or guardian providing permission for a child age 13 or older to the Platform or provide Services, then you agree to accept full responsibility for that child’s use of the Platform and provision of Services under this Agreement. For purposes of this Agreement, “You” includes parents or guardians who have given permission to a child who is 13 or older and younger than 18 to register on the Platform or provide Services.
By registering on the Platform, You represent and warrant that all information You submit is truthful and accurate, and that You agree to maintain the accuracy of such information. You understand and agree that we will use the information You provide in accordance with the terms of the Acorn Privacy Policy. Acorn accounts are not transferable, assignable or resalable under any circumstances and You are not permitted to transfer or assign Your rights or obligations under this Agreement without the express written consent of Acorn.
Influencers in the Platform must have been registered directly by the individual with control and authority to bind the Influencer(s). Acorn will evaluate and qualify Influencers according to its internal criteria and Acorn may accept or reject Influencers for participation in any Campaign in its sole discretion.
9. FEES
Acorn will pay Influencer in accordance with Acorn's standard business practices and specific to each Influencer and each Campaign, as set forth on the specific SOW.
Influencer must complete all Acorn requirements in full for a given period in order to earn such payment in full. Influencer's partial completion of Acorn requirements may result in reduced or non-payment of compensation, as provided in the specific SOW.
Acorn shall pay all Fees due to Influencer within thirty (30) days after the end of each Campaign. Influencer must provide all applicable payment information and a completed W-9 to Acorn.
Acorn reserves the right to suspend any agreement with an Advertiser (an “Advertiser Suspension”). Acorn shall not be obligated to pay Influencer any Fees following notice by Acorn to Influencer of an Advertiser Suspension for any Services related to such Fees that have not been performed by Influencer as of the date of such notice.
Influencer will look solely to Acorn (and not any other party, including without limitation, Advertiser) for all compensation owed to You. Influencer acknowledges that Influencer is: (i) an independent contractor and not an employee of Acorn or Advertiser, and nothing herein is intended to, or shall be construed to create a partnership, agency, joint venture, employment or similar relationship between the parties; (ii) responsible for the payment of all federal, state and local taxes on business and payments received from Acorn; (iii) responsible for any reporting requirements imposed by the federal, state or local government; and (iv) responsible for compliance with all other applicable laws, rules and regulations.
10. CONTENT INFORMATION
Influencer understands that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) (collectively “Content”) which Influencer may have access to as part of, or through Influencer’s use of, the Platform is owned by Acorn, the Advertisers, and/or Acorn’s other licensors and providers, as the case may be.
Influencer should be aware that Content presented to them as part of the Campaign, including but not limited to advertisements in the sponsored Content contained in Campaign materials, may be protected by intellectual property rights (as defined below) which are owned by the sponsors or Advertisers who provide that Content to Acorn (or by other persons or companies on their behalf). Influencer is responsible to verify the accuracy, completeness and applicability of the Content for Your authorized use. Acorn will not be responsible for any errors or omissions in the Content. “Intellectual property rights” means all intellectual property and proprietary rights throughout the world, including, without limitation, all copyrights, trademarks, trade secrets, patents, moral rights, and other rights protecting data, information or intangible property throughout the world.
Influencer shall not use the Content for any unauthorized purpose and shall not modify, alter, reproduce, rent, lease, loan, sell, license, sublicense, distribute, transfer or assign any Content or create derivative works based on the Content (either in whole or in part) unless they have been specifically authorized to do so by Acorn or by the owners of that Content in a separate written agreement. Influencer shall maintain any copyright and trademark notices or marks and will not alter or remove any valid notices associated with the Content. Influencer is not granted any right or license to the Content except as expressly set forth herein or in a separate written agreement.
[You understand that by using the Platform, You may be exposed to Content that You may find offensive, indecent or objectionable and that, in this respect, You use the Platform at Your own risk.]
Influencer agrees that Influencer is solely responsible for (and that Acorn has no responsibility to them or to any third party for) any Content that You create, transmit or display while using the Platform and for the consequences of Your actions (including any loss or damage which Acorn or a third party may suffer) by doing so. Acorn will direct Influencer to take appropriate action to address any copyright infringement that it discovers including removal of Content when notified of any such infringement. Influencer will immediately implement any such direction from Acorn and will notify Acorn of any copyright infringement that it becomes aware of and will take immediate action to address any violation of copyright or other violation of proprietary rights of third parties and applicable laws.
11. DISCLOSURE AND INFLUENCER REQUIREMENTS
Every Influencer registering to Acorn, and any Influencer utilizing the Platform for participation in a Campaign, is required to provide disclosure in accordance with FTC Disclosure Guidelines. Each Influencer shall fully comply with all applicable FTC Guidelines including, but not limited to, the FTC Guidelines Concerning the Use of Endorsements and Testimonials in Advertising and .com Disclosures How to Make Effective Disclosures in Digital Advertising, including any updates, additions, modifications, or supplemental guidance to the foregoing. Any failure of Influencer to fully disclose in strict accordance with the FTC Disclosure Guidelines shall constitute a material breach of this Agreement and Acorn and Advertiser shall have the right to pursue all applicable legal and equitable remedies including termination and recovery of damages. Influencers participating in Campaigns that fail to fully comply with all applicable FTC Disclosure Guidelines [shall/may] not be permitted to participate in any future Campaigns and [will/may] be removed from our Platform.
12. CONFIDENTIALITY
“Confidential Information” means any information disclosed to an Influencer by Acorn, either directly or indirectly, in writing, orally or by inspection of tangible objects including, without limitation, all Campaign related information, materials, and offer terms. Confidential Information shall not, however, include information that You can establish: (i) was publicly known and made generally available in the public domain prior to the time of disclosure to You by Acorn; (ii) becomes publicly known and made generally available after disclosure to You by Acorn other than through Your action or inaction; or (iii) is in Your possession, without confidentiality restrictions, prior to the time of disclosure by Acorn as shown by Your files and records. Influencer shall not at any time (i) disclose, sell, license, transfer or otherwise make available to any person or entity any Confidential Information (except to Your employees and agents who have a legitimate need to know such information and are bound in writing by confidentiality and non-use restrictions not less protective than those contained herein), or (ii) use, reproduce or copy any Confidential Information, except as necessary in connection with the purpose for which such Confidential Information is disclosed to You and in accordance with this Agreement. Influencer agrees to take all measures to protect the secrecy, and avoid disclosure and unauthorized use, of the Confidential Information. Influencer may disclose Confidential Information if required by law to disclose the Confidential Information, provided that You give Acorn prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure, and provided further that any such disclosure is limited to the minimum extent necessary to comply with the legal requirement. All Confidential Information shall remain the property of Acorn and all documents, electronic media and other tangible items containing or relating to any Confidential Information shall be delivered to Acorn immediately upon Acorn’s request, and also, upon termination of the Agreement. Nothing contained in the Agreement will prevent Acorn, its parent and/or affiliates from complying with privacy laws and regulations, and if there is any conflict between this Agreement and the terms of the applicable Acorn Privacy Policy (as posted on or linked from the Acorn website), this Agreement shall control. Influencer may not issue any press release or other public statement regarding this Agreement, Acorn, its parent and/or its affiliates without Acorn’s prior written consent.
13. PLATFORM GUIDELINES
All participants in the Platform or a Campaign shall comply with the following Requirements and restrictions. Campaign opportunities will be presented to the Influencer(s) by Acorn through the applicable SOW setting forth terms for each Campaign. Influencer(s) shall comply with the terms of the SOW, the Influencer Brief and any other Campaign related communications from Acorn, including, but not limited to, the time frames specified for posting Campaign related materials.
Influencer(s) shall only post Campaign related materials and Advertiser URL links on authorized websites and blogs within Your directly owned or controlled social channel. Generally, each post, which begins a conversation string (excluding comments and responses to such post), will contain one or more URL links to the Advertiser’s designated landing page(s) provided by Acorn (“Landing Page”), the placement of which will be determined with direction from Acorn. “Influencer Content” means influencer content generated in the course of a Campaign including, without limitation, all creative presentation, social media posts, photographs, images, graphics, illustrations, video, original artwork, text, messages, data, information or other communications, titles, computer software, music, audio files or other sounds, URLs and descriptions, intellectual property, and any other type of content or media that You may create, prepare, produce and/or distribute pursuant to your use of the Platform and this Agreement. Influencer Content shall not include any material that may be deemed illegal, deceptive or offensive by Acorn or the Advertiser.
Acorn reserves the right to track all visitors who click on the embedded link in the Campaign post (each, a “Click”). Influencer(s) shall maintain absolute traffic integrity by not taking any action to manipulate Click traffic and ensure, to the greatest extent possible, that all Clicks originate from unique human page views that are initiated through legitimate interest in the Campaign. Specifically, in this regard, Influencer(s) shall not generate Clicks through any automated, deceptive, fraudulent or other invalid means, including but not limited to, repetitive manual Clicks, the use of robots (bot traffic) or other automated query tools and/or computer generated search requests, and/or the unauthorized use of other search engine optimization services and/or software and/or solicitation of fraudulent Clicks. Links and posts must be generated internally and limited to properties owned by the Influencer(s) and cannot be shared with other distributors, advertisers, or Influencers. Influencers are prohibited from purchasing ads from any third party service, including without limitation Facebook, X, YouTube, Instagram, TikTok, and Pinterest, which include any links that are paid through Acorn. Acorn may, in its sole and absolute discretion, refuse to transact or complete any payment to the offending Influencer and may terminate such Influencer from the Campaign at its sole discretion.
You will have the option to link your social media accounts to the Platform(including without limitation Facebook, YouTube, Instagram, TikTok, Twitter and Pinterest). By linking your social media accounts to the Platform, you agree to be bound to the terms of service and privacy policies of such social media platform, including, but not limited to, YouTube’s Terms of Service (available at https://www.youtube.com/t/terms) and Google’s Privacy Policy (available at http://www.google.com/policies/privacy).
Facilitated or promoted and Campaign related content shall not contain plagiarized, defamatory, libelous, slanderous, or unlawful and prohibited content and/or activity and shall not contain any content that infringes the intellectual property rights of third parties.
Pornography or sexually explicit, overly graphic, hate related, violent, profanity, obscenity, or other vulgar content shall not be employed in the Platform or a Campaign.
Misleading descriptions, titles, thumbnails, tags, large amounts of repetitive content is not in the spirit of the Platform or a Campaign.
Facilitated or promoted and Campaign related content and links shall not be misleading, inaccurate, or deceptive, or click through to a site that is unrelated to content.
There shall be no harassment, threats, invasion of privacy, predatory behavior, or stalking.
14. UNAUTHORIZED USE AND REMEDIES
Any attempt to utilize automated programs, bots, screen scraping, database calls, human initiated data collection, or to copy, replicate, crawl, spider, index, store, cache or employ any other means of gathering data, content or other information for the purpose of obtaining unauthorized information from the Advertiser or reverse engineering our Platform for commercial gain is strictly prohibited. Any manipulation of Click data, impressions or any other relevant data or metric reported in the Platform as specified in this Agreement is strictly prohibited. Acorn will not be liable or responsible for any such actions. The offending party will be immediately removed and banned from the Platform and may be liable to third parties. Acorn may, in its sole and absolute discretion, refuse to transact or complete any
payment to the offending Influencer(s).
15. MODIFICATIONS
Acorn reserves the right, at any time, to modify, update or revise this Agreement, without prior notice to You, by making those modifications available on the Platform or by providing notice to You as specified in this Agreement. Modifications will be effective immediately upon posting on the Acorn website and will apply automatically to any new Services or to any modification of Services. The most recent version of these Terms of Use will always be available on the Acorn website. Continued use of the Platform or any part thereof on the part of the User after the entry into effect of new Terms of Use will signify the User´s acceptance of the same.
16. REPRESENTATIONS AND WARRANTIES
Influencers participating in the Platform each represent, warrant and covenant to Acorn and Advertiser that (i) You have the full right, power and authority to enter into and fully perform Your obligations under this Agreement in accordance with its terms; (ii) Your use of Acorn’s Platform is solely for lawful commercial and business purposes; (iii) You have the necessary rights to the Influencer Content including, without limitation, authorizations, waivers and releases necessary to provide, distribute and publish all Influencer Content (including, without limitation, all creative presentation, social media posts, photographs, images, video, original artwork, text, messages, data, information or other communications, titles, computer software, music, audio files or other sounds, URLs and descriptions, intellectual property, and any other type of content or media that You may create, prepare, produce and/or distribute pursuant to your use of the Platform and this Agreement) pursuant to a Campaign and this Agreement; and (iv) all such Influencer Content: (a) does not violate any law, statute, ordinance, treaty or regulation, including, but not limited to, the Federal Trade Commission Act and all rules and regulations promulgated thereunder and FTC Guidelines, Acorn policy or Guideline; (b) does not infringe any copyright, patent, trademark, trade secret or other intellectual property right of any third party; (c) does not breach any duty toward or rights of any person or entity including rights of publicity or privacy, and have not otherwise resulted in or are not likely to result in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; (d) are not false, deceptive or misleading; (e) does not contain any profanity, scandalous, libelous, defamatory, slanderous, threatening, obscene, pornographic or unlawful matter or material; (f) will be free of viruses, malware, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots or other computer programming routines that may potentially damage, interfere with, intercept, or expropriate any system data or personal information; and (g) will comply with the applicable SOW and the Requirements, [Influencer Brief and Advertiser Insertion Order or Master Agreement] (if and where applicable); and (i) You will not engage or cause others to engage in any form of spamming or improper or malicious, as determined by Acorn, clicking, impression or marketing activities through the Platform, and You will comply with all applicable laws including complying with all applicable laws such as the CAN-SPAM Act of 2003.
17. COPYRIGHT, TRADEMARKS AND PROPRIETARY RIGHTS
You acknowledge and agree that Acorn (or Acorn´s licensors) own all legal right, title and interest in and to the Platform and the Content as applicable, including any intellectual property rights. You further acknowledge that the Platform may contain information which is designated confidential by Acorn and that You shall not disclose such information without Acorn´s prior written consent. Acorn retains all intellectual property rights in and to the any additions, improvements, updates and modifications to the Platform. You receive no ownership interest in or to the Platform or Content and You are not granted any right or license to use the Platform or Content, apart from Your right to access the Platform and Content in compliance with this Agreement. Notwithstanding anything in the Privacy Policy or these Terms of Use to the contrary, Acorn shall have the right to collect, extract, compile, process and analyze non-personally identifiable data or information that is generated and processed in connection with the Service. The Platform or Content may contain links to third-party sites that are not under the control of Acorn. Acorn is not responsible for any content (or associated intellectual property rights) on any linked site and You access any third-party site from the Platform at Your own risk.
Except as expressly authorized pursuant to a Campaign or as agreed to by Acorn in a separate written agreement, nothing in this Agreement gives You a right to use any of Acorn´s or its Advertiser’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features. If You have been given an explicit right to use any of these brand features in a separate written agreement with Acorn, then You agree that Your use of such features shall be in compliance with that agreement. Unless You have been expressly authorized to do so in writing by Acorn, You agree that You will not use any trademark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
If Acorn makes any Advertiser names, logos, trademarks, product images or other Advertiser materials (“Advertiser Materials”) available for Your use in connection with a Campaign, then subject to the terms and conditions provided to Influencer by Acorn or Advertiser, Advertiser grants Influencer a non- exclusive, revocable, non-transferable right to use the Advertiser Materials only pursuant to those terms and conditions and this Agreement and only for purposes of the Campaign. Influencer understands that as to the Advertiser Materials Influencer may not use them in a manner that suggests any endorsement of Influencer or Influencer’s website/blog/social media sites or other sites or services. Influencer understands that the license to the Advertiser Materials will automatically terminate if Influencer exceeds the scope of the license or violates any of the terms and conditions hereunder, and that Influencer will then be subject to copyright infringement and potentially other liability. If any Advertiser Materials are provided to Influencer with any disclosure or confidentiality obligations (e.g., no mention until a certain date), Influencer will strictly comply with such obligations.
All Influencer Content will belong exclusively to Acorn. Influencer hereby acknowledges and agrees that Acorn shall be the sole owner of all right title and interest in and to any and all Influencer Content and all intellectual property rights therein or related thereto. Influencer hereby grants, assigns, and transfers to Acorn all present and future worldwide right, title and interest in and to the Influencer Content created, prepared, produced and/or distributed pursuant to a Campaign and this Agreement, and all intellectual property rights, except that Influencer retains a limited license to display such Influencer Content on Influencer’s blog, social media accounts, in portfolios, and other self-promotion channels. As to any portion of the Influencer Content created after the execution of this Agreement, the assignment shall become effective immediately upon creation thereof, without need for further consideration or written agreement among the parties. Influencer waives any and all moral rights in any Influencer Content in perpetuity. By way of example and not limitation, Acorn shall have the right to publish, repurpose, create derivative works of and further use the Influencer Content for any purpose without any further assignment, license or authorization and shall have the right to license and sublicense the Influencer Content at its discretion. Further, Influencer hereby grants to Acorn the nonexclusive, worldwide, sublicensable, fully paid-up, royalty free right and license to use, reproduce, modify, copy, publish, display and distribute Influencer’s name, nickname, username, likeness, image and photo in connection with the Influencer Content, in whole or in part, edited or otherwise modified, alone or with other materials, for the purpose of promoting Acorn, Advertiser and/or the Campaign.
Influencer is prohibited from modifying, removing, suppressing, or in any other way making inconspicuous the copyright, digital fingerprints, watermarks, identification labels, legal notices contained within the Content or other technical protection devices or data identifying Acorn or its licensors rights in the Content, its files or its components.
If You believe that Your work has been used in a way that constitutes copyright infringement, or Your intellectual property rights have been otherwise infringed, please notify Acorn at info@acorninfluence.com or by sending a letter by mail to Acorn Influence, LLC, 3301 S Market Street, Suite 112, Rogers, AR 72758. We will review all claims of copyright infringement received and remove the Content deemed to have been posted or distributed in breach of any applicable laws. To make a claim, please provide us with the following:
1. A description of the copyrighted work that You claim has been infringed;
2. Information sufficient to enable Acorn to locate the allegedly infringing Content on the Service;
3. Your address, telephone number and email address;
4. A statement by You that You have a good faith belief that the use of the Content is not authorized;
5. A statement by You that the above information in Your notification is accurate and that You are the copyright owner or authorized to act on the copyright owner's behalf; and
6. A signature of the person authorized to act on behalf of the owner of the copyright interest.
Upon receipt of notice as described above, Acorn will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged use or termination of the posting account.
18. INDEMNIFICATION
Influencers participating in the Platform (“Indemnitors”) each agree to indemnify and hold harmless Acorn and Advertiser, and their parent and affiliates and their officers, directors, licensors, partners, licensees, consultants, contractors, agents, attorneys, employees (each, a “Indemnified Entity” and collectively, the “Indemnified Entities”) and third party service providers from any and all claims, liabilities, costs and expenses, including reasonable attorneys’ fees (collectively, “Claim(s)”), that arise from: (i) Your use or misuse of the Platform; (ii) Influencer Content or social postings; (iii) Your website; (v) performance of a Campaign due to Your conduct or actions; and (vi) Your breach of this Agreement, including but not limited to applicable representations and warranties, and any separate Agreement the parties execute. You agree to be solely responsible for defending any Claim against or suffered by Acorn and/or any Indemnified Entity, subject to Acorn and/or the Indemnified Entity’s right to participate with counsel of its own choosing, and for payment of damages or losses resulting from all claims against Acorn, and/or any Indemnified Entities provided that You will not agree to any settlement that imposes any obligation or liability on Acorn and/or an Indemnified Entities without Acorn’s or Indemnified Entity’s prior express written consent. If You are accepting or agreeing to this Agreement on behalf of a company or other entity, You and such entity shall be jointly and severally liable for all of Indemnitors promises and obligations pursuant to this this Section [18].
19. INTERNATIONAL USE
As a consequence of the global nature of the Internet, You agree to comply with all local rules and laws applicable to You in respect of Your conduct on the Internet and acceptable content. Specifically, You agree to comply with all applicable laws regarding use, processing and storage of personal data, obscene and indecent content and communications and those regarding the transmission of technical data exported from the United States or the country from which You access the Platform.
20. WARRANTY DISCLAIMER
INFLUENCER EXPRESSLY AGREES THAT THE SERVICES ARE AVAILABLE ON AN “AS IS“ BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND THAT YOUR USE THEREOF IS AT YOUR OWN RISK. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ACORN DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY LAW ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY (I) WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (II) WARRANTIES AGAINST INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS, (III) WARRANTIES RELATING TO DELAYS, INTERRUPTIONS, ERRORS, OR OMISSIONS IN THE SERVICE OR ACORN WEBSITE, OR ANY THIRD PARTY THEREOF, (IV) WARRANTIES RELATING TO THE TRANSMISSION OR DELIVERY OF THE SERVICE OR THE ACORN WEBSITE, (V) WARRANTIES RELATING TO THE ACCURACY OR CORRECTNESS OF DATA, AND ANY OTHER WARRANTIES OTHERWISE RELATING TO PERFORMANCE, NONPERFORMANCE OR OTHER ACTS OR OMISSIONS BY ACORN. FURTHER, AND WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, THERE IS NO WARRANTY THAT THE PLATFORM OR THE ACORN WEBSITE WILL MEET YOUR NEEDS OR REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF ANY OTHER PERSON. IN ADDITION, YOU ACKNOWLEDGE AND AGREE THAT ACORN´S WARRANTY DOES NOT COVER TELECOMMUNICATIONS OR INTERNET OUTAGES CAUSED BY THIRD PARTIES OR OTHERWISE OUTSIDE OF ACORN'S CONTROL.
BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES OR IMPLIED WARRANTIES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, ACORN´S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
21. LIMITATION OF LIABILITY
ACORN SHALL NOT BE LIABLE TO INFLUENCER FOR DAMAGES OF ANY KIND ARISING OUT OF INFLUENCER’S USE OF THE PLATFORM. IN NO EVENT SHALL ACORN OR ANY ACORN ENTITY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, ARISING OUT OF, OR IN CONNECTION WITH YOUR USE OF THE PLATFORM OR PARTICIPATION IN A CAMPAIGN INCLUDING, WITHOUT LIMITATION, ANY: (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) LOST BUSINESS, LOST REVENUES, OR LOSS OF ANTICIPATED PROFITS OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF PERSONAL INFORMATION, (IV) INTERRUPTION OR FAILURE OF THE SERVICE, (V) ANY BUGS, VIRUSES, EASTER EGGS, TROJAN HORSES OR OTHER FORMS OF MALWARE INTRODUCED TO THE SERVICE BY A THIRD PARTY. ACORN SHALL NOT BE LIABLE FOR ANY OFFENSIVE, DEFAMATORY, OR ILLEGAL CONDUCT OR CONTENT OF ANY THIRD PARTY AND ANY USER’S OR INFLUENCER’S SOLE REMEDY IS TO DISCONTINUE USING THE PLATFORM OR PARTICIPATION IN ANY CAMPAIGN. INFLUENCER AGREES THAT IT WILL NOT HOLD ACORN RESPONSIBLE FOR THE SELECTION OR RETENTION OF, OR ANY ACTS, ERRORS, OR OMISSIONS BY, ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITH RESPECT TO CLICKS BY ANY THIRD PARTY ON INFLUENCER’S POSTING(S) OF CAMPAIGNS AND INFLUENCER CONTENT, REGARDLESS OF THE INTENT OF SUCH THIRD PARTY.
THE FOREGOING LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY UPON WHICH ANY CLAIM FOR SUCH DAMAGES IS BASED, WHETHER THE PARTIES HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER SUCH DAMAGES WERE REASONABLY FORESEEABLE. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF ACORN ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY ACORN TO INFLUENCER IN THE MONTH PRIOR TO THE MONTH IN WHICH THE CLAIM AROSE.
YOU ACKNOWLEDGE AND AGREE THAT (A) THE REMEDIES, EXCLUSIONS, LIMITATIONS OF LIABILITY, AND LIMITATION OF DAMAGES HEREIN, REFLECT A REASONABLE ALLOCATION OF RISKS; (B) THAT ACORN WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE EXCLUSIONS, LIMITATIONS OF LIABILITY, AND ALL OTHER TERMS IN THIS AGREEMENT. INFLUENCER ACKNOWLEDGES THAT THE TERMS CONTAINED IN THIS AGREEMENT ARE A FAIR ALLOCATION OF RISKS BETWEEN INFLUENCER AND ACORN. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, ACORN´S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
22. NOTICES
Except for copyright infringement notices as set forth in Section [17]: Copyright, Trademarks, and Proprietary Rights above, any notice from User to Acorn must be addressed to info@acorninfluence.com or by mail to Acorn Influence, LLC, 3301 S Market Street, Suite 112, Rogers, AR 72758.
There may be other information regarding the Platform and Acorn’s services that the law requires us to send to the User. User consents to Acorn´s sending this information in electronic form to the email address provided in the User profile on the Acorn website. Email shall be the fully authorized formal and standard means of communication of notices and messages and shall be considered delivered at the close of business of the day that the email communication was transmitted. Acorn will send notices via email or regular mail [or display links to notices on the Acorn website and the Platform]. You must read these notices regularly as these notices will apply and You will be responsible for immediate compliance.
Please ensure Your email address is valid and up to date to receive such information. We may also provide required information to the User access to www.Acorn.com or another website designated in an email notice or generally designated in advance for this purpose. Notices provided to You via email will be deemed given and received on the transmission date.
23. GOVERNING LAW; JURISDICTION AND VENUE
This Agreement shall be governed by the laws of the State of Arkansas, without regard to conflicts of laws principles. Each party agrees that all disputes arising under this Agreement shall be brought in the Superior Court of the State of Arkansas in Benton County or the Federal District Court of Arkansas, Western District. Each party irrevocably consents to such jurisdiction and irrevocably waives any objection such party may have as to the venue of any such proceeding brought in such court as an inconvenient forum.
24. ELECTRONIC SIGNATURES EFFECTIVE
This Agreement is an electronic contract that sets out the legally binding terms of Your use of the Acorn Platform. You indicate Your acceptance of this Agreement, and all of the terms and conditions contained or referenced herein, pursuant to Section 2 (Acceptance of This Agreement) of this Agreement and thereby also consent to have this Agreement provided to you in electronic form. Please print and save a copy of this Agreement for Your records.
25. TERMINATION
This Agreement will continue to apply until terminated by either You or Acorn. This Agreement may be terminated by either party at any time, in that party’s sole discretion by providing notice as specified herein. Termination will be effective upon receipt by the non-terminating party. Upon termination of this Agreement for any reason: (1) all rights granted to You in relation to the Platform and under this Agreement will terminate and You will immediately return and cease using or accessing all Campaign materials; (2) You will immediately cease all use of and access to the Platform and all Content.
Upon termination of this Agreement, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including but not limited to Sections [[3, 5, 6, 8, 10 through 15, and 16 through 28]].
26. CEASING OF PERFORMANCE OF SERVICES
Influencer will immediately cease performing the Services, and/or return all work created in connection with my Services, upon notice by Acorn or Advertiser.
27. ASSIGNMENT; THIRD-PARTY BENEFICIARY
Acorn will have the right to assign this Agreement and rights and delegate its duties in connection with a merger, reorganization, or sale of substantially all of its assets. This Agreement will bind successors and permitted assigns.
User shall not assign these this Agreement or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without Acorn’s prior written consent. Any such purported assignment or delegation without consent will be null and void and of no force or effect.
You acknowledge and agree that (i) Advertiser is a third-party beneficiary to this Agreement and is entitled to the rights and benefits hereunder and may enforce the provisions hereof as if it were a party hereto and (ii) Advertiser has no liability or obligations to you under this Agreement.
28. MISCELLANEOUS
User understands and agrees that this Agreement and any notices given pursuant to this Agreement are enforceable in electronic format. The specific set of Terms of Use relating to each User’s contract for the Services will not be stored individually.
This Agreement constitutes the complete agreement between Acorn and the User and supersedes any prior oral or written agreement or understanding relating thereto between the User and Acorn.
Should any part of this Agreement be or be found to be invalid, illegal or unenforceable, this shall in no way affect the validity of the remaining parts.
Acorn´s failure to act or enforce any provision in respect to this Agreement or a breach thereof it shall not constitute a waiver of such provision.
Any questions?
If You have questions, queries or suggestions, please contact us at:
Acorn Influence, LLC
3301 S Market Street, Suite 112
Rogers, AR 72758
Or via email at: info@acorninfluence.com