By submitting the affiliate or influencer application form, you confirm that you have read, understood, and agreed to these terms and Red Apple’s Social Media Endorsement Policy.
Thank you for agreeing to participate in Red Apple Fireworks’ social media marketing campaign (the “Campaign”). We are looking forward to working with you. This letter agreement (the “Agreement”) sets out the agreement between Red Apple Fireworks Co., Ltd. (“Red Apple” or “we” or “our” or “us”) and you for your participation in the Campaign.
Term; Exclusivity. This Agreement is effective from the date of your form submission and continues for a period of three (3) months from such date (“Term”). You agree that during the Term, and for three (3) months afterward, you will not do any influencer marketing for our competitors in the consumer fireworks industry. The Term may be extended from time to time by the mutual written agreement of both parties.
Social Media Posts. During the Term, you agree to publish the number of social media posts and video reviews (collectively the “Posts”) on the specific social media platforms identified in your application. The posts will conform to the specifications and instructions outlined in Exhibit A. We will provide you with product samples at no cost to you and the necessary briefing materials, so you can create Posts that achieve the goals of the Campaign (the “Campaign Materials”). All Posts will meet the following requirements:
Your Posts must comply with the Federal Trade Commission’s (the “FTC”) Guides Concerning Endorsements and Testimonials (“Endorsement Guides”), for which we provide you a link in Exhibit B. You agree to participate in any training we require on our Social Media Endorsement Policy which is designed to ensure compliance with the Endorsement Guides. You must clearly and conspicuously disclose your “material connection” with us, making it clear that you are a paid influencer and have received free products. You must place the disclosure in plain sight in close proximity to any audio or visual communications that you make about us, our brands, and our products. You may not bury the disclosure in a link or place the disclosure in a string of hashtags or other disclosures. We require this disclosure regardless of any space limitations of the platform (like Twitter), where you can use hashtags for the disclosure (like #ad or #sponsored). If a platform does not allow for a clear and conspicuous disclosure, you should not use that platform.
Although we want your Posts to be authentic, your Posts should only include factual statements about Red Apple and our products which you know for certain are true and Red Apple can prove or verify. Your Posts should also rely on the Campaign Materials to accurately use our trademarks, describe the Campaign, and describe our products.
Schedule. With respect to each Post due during the Term, you will:
Monitoring Posts. You understand that we will be monitoring your Posts for compliance with this Agreement. We have the right to address noncompliant Posts by any taking any of the following actions alone or in combination:
Ownership; Grant of Rights. Red Apple is and will be the sole and exclusive owner of all right, title, and interest in and to the Posts, including all copyrights and other intellectual property rights therein. We will own each Post as a work made for hire as defined in Section 101 of the Copyright Act of 1976. To the extent any Post does not qualify as, or otherwise fails to be, work made for hire, you hereby (a) assign, transfer, and otherwise convey to us, irrevocably and in perpetuity, throughout the universe, all right, title, and interest in and to the Posts, including all copyrights and other intellectual property rights in them; and (b) irrevocably waive any and all claims you may now or hereafter have in any jurisdiction to so-called “moral rights” with respect to the Posts.
We hereby grant you a limited license to use the Posts solely for the Campaign and for promoting your services to other clients.
Use of Your Name, Likeness, and Information. You hereby grant to Red Apple and our affiliates, and each of our respective direct and indirect successors, licensees and assigns, the right to use your name, image, likeness, and biographical, professional, and other identifying information (including information you provide to us and any other information about you that is publicly available) or that is provided by you from time to time (collectively, “Likeness”) in connection with the Campaign, the Posts, and any derivative works we make from the Posts, including to advertise and promote the same or any product that features or includes the Posts or a derivative work of a Post, in whole or in part. You waive the right to inspect or approve any use of your Likeness as contemplated in this Agreement.
Payment. In exchange for your participation and completion of required Posts, you will receive product samples or affiliate commissions as disclosed in your sign-up confirmation. No monetary payment is offered under this Agreement unless explicitly stated in writing by Red Apple.
Confidentiality. You understand that you may be exposed to information about Red Apple’s products, advertising campaigns, marketing/brand strategies, and/or other confidential information of Red Apple that is not generally known by or disclosed to the public (collectively, the “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 the Campaign, 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. The obligation to maintain the confidentiality of Confidential Information shall survive termination and continue indefinitely.
Representations and Warranties. By providing the Posts to us, you represent and warrant that the Posts:
Indemnification. You agree to indemnify, defend, and hold harmless Red Apple and our affiliates, and our and their respective officers, directors, employees, agents, successors, and assigns, from and against any claims, judgments, damages, liabilities, settlements, losses, costs, civil fines, penalties, and expenses, including attorneys’ fees and disbursements, arising from or relating to any material breach by you of your representations, warranties or other obligations hereunder, or from any violation by you of an FTC rule, regulation or guideline.
Termination.
Relationship of the Parties. You understand that you are an independent contractor of Red Apple, and this Agreement does not create any association, partnership, joint venture, employee, or agency relationship between you and us for any purpose. You have no authority (and will not hold yourself out as having authority) to bind Red Apple and will not make any agreements or representations on our behalf without our prior written consent. 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 disability compensation insurance on your behalf. You are solely responsible for all such taxes and contributions, including penalties and interest.
Miscellaneous. This Agreement is personal to you. You shall not assign or otherwise transfer any of your rights, or delegate, subcontract, or otherwise transfer any of your obligations or performance, under this Agreement. Any attempt to assign, delegate, or transfer in violation of this paragraph is void. Red Apple may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement. This Agreement is binding upon and inures to the benefit of the parties and their respective permitted successors and assigns. This Agreement is governed by and construed in accordance with the laws of State of Nevada without giving effect to any conflict of laws provisions that would result in the application of the laws of a different jurisdiction. Each party agrees to institute any legal suit, action, or proceeding arising out of this Agreement or the Posts in the federal or state courts in each case located in the State of Nevada. If any provision of this agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this agreement will continue in full force and effect. This agreement contains the entire agreement between you and Red Apple and supersedes any oral or written statements made by or to you in connection with the Campaign and the Posts. This agreement may not be modified except by a written agreement that is signed by an authorized representative of Red Apple.
By submitting the influencer application form, you confirm that you have read, understood, and agreed to these terms and Red Apple’s Social Media Endorsement Policy.
As part of the Campaign, influencer agrees to post content on the following platforms in accordance with the commitments made in the application form submitted on this website. The expected deliverables include social media posts and video reviews related to Red Apple Fireworks products. Specific post quantities and timelines are established at the time of submission and may vary by creator.
Each influencer agrees to:
Influencers are also required to:
All content schedules and deliverable details are considered incorporated into this Agreement by reference to the influencer's application form.
With respect to promotional messages, photos, or other communications made on social media platforms about Red Apple Fireworks Co., Ltd. (“Red Apple”) and our products and brands, all influencers must adhere to the following standards:
You must:
To better understand your responsibilities under the Endorsement Guides, you must review:
You may not:
You must adhere to:
You must not:
Purpose and Scope
Red Apple Fireworks Co., Ltd. (“Red Apple”) is committed to transparency and honesty in all of its advertising messages and promotional communications with consumers. One of the most common ways to advertise and market products and services in social media is to use third party endorsements. Like other types of advertising, endorsements must be truthful and not misleading. Consumers must understand when a social media endorsement is sponsored by us.
This Policy applies to all agencies, independent contractors, speakers, writers, bloggers, talent, influencers, and any other individual or entity engaged in promotional communications on behalf of Red Apple on social media. This Policy also applies to our employees and agencies who manage these individuals and entities and employees who promote the company and its products/brands on their personal social media accounts.
Defining an Endorser Covered by This Policy
An individual or entity communicating on social media is covered by this Policy if his/her/its promotional messages about Red Apple or our products or brands are sponsored by us (“Sponsored Endorser”). If the individual or entity is acting independently, it is not subject to this Policy.
A message is sponsored by us if we have a material connection with the individual or entity. A material connection is a tie to us which if known to consumers might make consumers question the credibility of the endorser or materially affect the weight consumers place on the endorsement. It puts the endorser’s independence in question.
For example, Red Apple creates a material connection if we do any of the following either directly or through an advertising agency, public relations firm, or other third party:
Red Apple can turn our everyday consumers into Sponsored Endorsers by:
This list, though comprehensive, is not exhaustive. Check with Red Apple’s legal department or general counsel for any questions about whether Red Apple’s behavior or actions has created or will create a material connection with a third party.
Note that Red Apple employees have a material connection to Red Apple, so they are also considered to be Sponsored Endorsers. Employee behavior as to use of social media is addressed more comprehensively in a separate employee policy. However, this Policy requires employees to clearly and conspicuously disclose their connection to us when promoting Red Apple or our products or brands on social media. Recommendations and requirements for clear employee disclosure language are listed in Appendix A to this Policy.
Sponsored Endorsers Must Comply with Our Standards of Conduct
With respect to promotional statements or other claims made on social media platforms about Red Apple and our products or brands, Sponsored Endorsers must adhere to the following principles:
They may only make statements that:
They may not:
They must adhere to:
Sponsored Endorsers must also refrain from creating fake followers or engagement on social media platforms, such as:
Disclosing a Material Connection Clearly and Conspicuously
When posting about our products, Red Apple requires Sponsored Endorsers to disclose their material connection to us clearly and conspicuously. If a Sponsored Endorser has multiple material connections to us, the full extent should be disclosed.
This policy does not require specific language to disclose a material connection, but Sponsored Endorsers must communicate the material connection effectively so that consumers:
Consult Appendix A to this Policy for examples of language that successfully communicate a material connection and language that does not do so.
To ensure a disclosure is clear and conspicuous, appropriate consideration should be given to the limitations and nature of the platform being used. Sponsored Endorsers must:
If we ask consumers to promote our products or brands on social media in exchange for the chance to win a prize, the official rules must require entrants to disclose the fact that the entrant’s post is an entry into a contest or sweepstakes. Whether the products/brands are promoted in a text, a hashtag, a photo, or a video, the entry post must include some clear and conspicuous indicator that the consumer has received an entry in a promotion in exchange for the post. For example, the official rules could require entrants to use a specific hashtag disclosing that the post is a sweepstakes or contest entry. Failure to make the disclosure should disqualify the entry.
We should avoid encouraging endorsements that use features that do not allow for clear and conspicuous disclosures, such as likes, Pins, or shares, if the absence of that disclosure is likely to be misleading.
A social media platform may have a required tool or feature for paid endorsements. Although these tools or features must be used to comply with the platform’s rules, they should not be relied on alone to meet FTC disclosure requirements.
What We Must Provide to Sponsored Endorsers
When Red Apple engages a Sponsored Endorser, either directly or through a service provider, the Sponsored Endorser must sign either:
Red Apple must also provide Sponsored Endorsers with:
We should advise Sponsored Endorsers that we plan to monitor their posts to ensure the accuracy of any measurable claims they make about our products and that they have adequately disclosed their material connection to us.
Monitoring Sponsored Endorsers
Employees responsible for Sponsored Endorser relationships or campaigns must regularly monitor the postings of Sponsored Endorsers. Responsible employees must also ensure that:
When a Sponsored Endorser Fails to Comply with This Policy
Red Apple must correct any failure to disclose a material connection or communication of any unsubstantiated claims by a Sponsored Endorser. The employee team responsible for the Sponsored Endorser must take the following steps:
All written agreements with Sponsored Endorsers must give Red Apple the right to take any of these corrective measures for noncompliance with this Policy.
Training on This Policy
All employees and Sponsored Endorsers must have knowledge of this Policy. Red Apple will provide the necessary training on this Policy. The following employees, individuals, functions, and third parties are required to receive in-depth training on this Policy:
Contact Red Apple’s HR Dept. to arrange for training on this Policy.
Compliance with Related Policies
All of our other policies that apply to social media use remain in full force and effect.
Administration of This Policy
The Red Apple HR Dept. or legal dept. is responsible for the administration of this Policy. All employees are responsible for consulting and complying with the most current version of this Policy. If you have any questions regarding this Policy, please contact Red Apple’s director of HR. Red Apple expressly reserves the right to change, modify, or delete the provisions of this policy at any time without notice.
As stated in the Policy, Sponsored Endorsers are required to disclose material connections to Red Apple. For certain campaigns, Red Apple may require Sponsored Endorsers to use specific disclosure language. For other campaigns, listed below is sample disclosure language. Alternative but substantively comparable language may also be used where appropriate. Red Apple prohibits certain hashtags and other disclosure practices specifically found by the FTC as insufficient. The goal for a material connection disclosure is to ensure it is readily seen and understood by consumers and accurately describes our relationship with the Sponsored Endorser.
Statements about the material connection should identify the nature of the connection, such as:
For receipt of free products:
For paid Sponsored Endorsers:
For receipt of travel and accommodations:
Red Apple Fireworks Co., Ltd. paid for my travel and hotel to visit its headquarters or sample its products or attend the launch of its new products or see a demonstration of its products.
For receipt of a prize to be given away in a sweepstakes or contest:
Red Apple Fireworks Co., Ltd. is providing the prize(s) for this program at no cost to me.
For incentivized consumer reviews:
For personal relationships:
I am a friend of/related to an owner/member of Red Apple Fireworks Co., Ltd.
For other material connections:
If using a hashtag to identify a material connection, make it unambiguous, such as:
#ad
#paid
#sponsored
#RedAppleFireworksAmbassador
#RedAppleFireworksEndorser
#RedAppleFireworksPartner
Avoid ambiguous hashtags to identify material connections, such as:
#sp
#spon
#thanksRedAppleFireworks
#teamRedAppleFireworks
#ambassador
#consultant
#partner
#adviser
#collab
Additionally, if a Sponsored Endorser has posted a “Disclosure and Relationships Statement” section on their blog, website, profile page, or similar site, the statement should:
For Red Apple employees:
Be clear about the employer-employee relationship with us, such as:
Do not use an ambiguous hashtag like #ee or even #employee.
