dpHUE BRAND AMBASSADOR AGREEMENT
This Brand Ambassador Agreement (this “Agreement”) is entered into as of the last date set forth on the signature page hereto (the “Effective Date”) by and between DMP Color, LLC dba dpHUE (“dpHUE”) and the signatory to this Agreement identified on the signature page hereto as the “Ambassador” (the “Ambassador”).
For good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties hereto agree as follows:
TERM; CATEGORY OF RIGHTS:
- Term of this Agreement (“Term”): One (1) calendar year beginning on the Effective Date, unless earlier terminated as provided At the end of the Term, the Ambassador must reapply to be a brand ambassador for dpHUE.
Territory: US only. dpHUE will only ship rewards within the continental US.
- Category: Hair Care and Hair Color
- Ambassador will serve as an ambassador for dpHUE in the categories in the categories set forth above.
BRAND AMBASSADOR OBLIGATIONS:
- Ambassador agrees to abide by the terms of the Ambassador Handbook, attached here to as Exhibit A (the “Ambassador Handbook”), at all In the event of any conflict between this Agreement and the Ambassador Handbook, this Agreement shall govern.
- Ambassador agrees to post dpHUE Content (as defined below) on his or her social media platforms that are Approved Media (as defined below).
- “dpHUE Content” means any content posted on Ambassador’s social media channels that are Approved Media that: (i) contains imagery of dpHUE, (ii) includes dpHUE hashtags, or (iii) tags dpHUE
- Each post must include dpHUE’s predetermined hashtag(s) (which are set forth in the Ambassador Handbook), tag dpHUE and utilize the brand in a manner aligned with dpHUE’s brand morality clause (as set forth herein).
- As used herein, “Approved Media” refers to social media outlets approved by dpHUE for the brand ambassador program, as the same may be updated by dpHUE from time to time upon written notice to the Ambassador. The current list of Approved Media is as follows: Facebook and Instagram.
- During the Term, Ambassador must be registered and remain active on BrandChamp (https://brandchamp.io/) (the “BrandChamp Website”). “Active” is defined as completing two activities within a continuous three month period. If Ambassador is inactive for a continuous three months, you will be removed from the Ambassador Program. dpHUE reserves the right to amend or alter the criteria for active status at any time in its sole discretion by notice to you, which notice will include an addendum to this Agreement containing the updated provisions.
- Ambassador approves “whitelisting” access to social media channels to allow dpHUE to promote certain posts, by mutual agreement of Ambassador and dpHUE, and will permit dpHUE to edit or delete any of Ambassador’s content that dpHUE determines in its sole
- Immediately following dpHUE’s request, Ambassador will immediately remove any posts that dpHUE deems to include improper or undesired usage of dpHUE Content and/or dpHUE’s
REWARDS; USE OF PRODUCT:
- In exchange for the Ambassador fulfilling his or her obligation her under, the Ambassador will be entitled to earn rewards as set forth on the BrandChamp app at https://brandchamp.io/ , provided, however, in no event will an Ambassador be entitled to earn or receive rewards in any calendar year that exceed, in the aggregate, more than $599.
- Ambassador agrees to integrate dpHUE products into public-facing natural routine and lifestyle where possible, including without limitation by showcasing dpHUE products in live streams or posts, wearing dpHUE apparel, demonstrating use and enjoyment of dpHUE products and/or discussing dpHUE products positively in live streams or
INTELLECTUAL PROPERTY MATTERS:
- Ambassador acknowledges and agrees that dpHUE has valuable goodwill and reputation in its brands and all related trademarks, service marks, trade dress, slogans, logos, taglines, labels, copyrights and other designs and product and service identifications and all intellectual property associated with the foregoing and the Company’s brands (collectively, the “dpHUE Marks”). dpHUE hereby grants to Ambassador a limited, non-exclusive, royalty-free, non-transferable, non-sublicensable, non-assignable, revocable (by dpHUE at any time) license to use the dpHUE Marks solely for the purpose of carrying out Ambassador’s brand ambassador’s obligations set forth Ambassador shall not acquire any proprietary or other right, title, or interest in or to the dpHUE Marks, or any goodwill associated with the dpHUE Marks and any goodwill arising out of the use thereof shall inure solely to the benefit of dpHUE. The dpHUE Marks shall be used only in the form, size and type prescribed and approved by dpHUE in writing without any modification or alteration. Ambassador’s use of any dpHUE Marks is subject to dpHUE’s prior written approval.
- Ambassador hereby grants to dpHUE, its parent, subsidiaries, affiliates, agents, licensees, successors, and assigns, and those acting under their authority (“dpHUE Licensees”) a perpetual, irrevocable, worldwide, royalty-free, transferrable, assignable, sublicensable right and license to use, and to authorize others to use, Ambassador’s name, biographical information, and likeness, in all media now known or hereafter existing (including, without limitation, print, packaging, television, radio, film, digital, internet, social media, websites, and mobile apps) for advertising, marketing, publicity, and promotion of dpHUE Licensees, their products and services, and for all internal business purposes of dpHUE Licensees, all without further compensation to, or right of approval of, Ambassador.
- Ambassador agrees to indemnify, defend and hold harmless dpHUE and its parent, subsidiaries, affiliates, employees, officers, owners, agents, licensees, successors, and assigns from and against any and all liabilities, costs, losses, damages, claims, judgments, penalties, interest and expenses (including, without limitation, attorneys' fees) arising out of Ambassador’s breach of this Agreement.
- All social media posts made by Ambassador under this Agreement will comply with the Federal Trade Commission’s Guides Concerning Endorsements and Testimonials as updated from time-to-time, including as set forth in Exhibit B
- Ambassador must clearly and conspicuously disclose Ambassador’s “material connection” with dpHUE, making it clear that Ambassador is being compensated under this Agreement with free products. Also attached hereto on Exhibit B is sample disclosure Ambassador must place the disclosure in plain sight in close proximity to any audio or visual communications that Ambassador makes about dpHUE, its brands, and its products or services. Ambassador may not bury the disclosure in a link or place the disclosure in a string of hashtags or other disclosures. dpHUE requires this disclosure regardless of any space limitations of the platform (such as Twitter), where Ambassador may use hashtags for the disclosure (such as #ad or #sponsored).
BRAND MORALITY CLAUSE: As an Ambassador, you are expected to uphold and honor the values of dpHUE as outlined in the Ambassador Handbook and communicated to you by dpHUE from time-to-time. As such, during the Term, Ambassadors agrees not to engage in or be associated with any of the following conduct or events (each, a “Morality Breach”):
- Commission of, or be publicly alleged to have committed, any criminal act or other act involving moral turpitude, drugs, or felonious activities;
- Commission of, or be publicly alleged to have committed, an act or making of any statement or the occurrence of any event or circumstance (directly or in which you are indirectly involved or associated with), which, in the sole determination of dpHUE, brings Ambassador into public disrepute, contempt, scandal, or ridicule, or which shocks or offends the community or any group or class thereof, or which is culturally, politically, morally or socially offensive or divisive, or which is inciteful of violence, intolerance or hatred, threatening, socially unacceptable, libelous, defamatory, obscene, inflammatory, deceptive or illegal, or which offends public morals and decency; or
- Commission of, or be publicly alleged to have committed, an act or making of any statement or the occurrence of any event or circumstance (directly or in which you are indirectly involved or associated with), during the Term or in the past, which, in the sole determination of dpHUE, (i) reflects unfavorably upon, is derogatory of or disparages dpHUE or any person associated with dpHUE or its products or services (including without limitation the Ambassador Program) or constitutes a misuse of any its products or brands; or (ii) may tend to injure the success of dpHUE or any of dpHUE’s products or services, or which negatively impacts the goodwill or reputation of dpHUE or its products or services, or which reduces the commercial value of dpHUEs association with
Ambassador agrees to promptly notify dpHUE of the happening of, or potential happening of, a Morality Breach. In addition, by executing below, the Ambassador represents and warrants to dpHUE that he or she has not been associated with a Morality Breach prior to the date of this Agreement.
RELATIONSHIP OF PARTIES; AMENDMENT
- The relationship of Ambassador to dpHUE shall be that of an independent contractor. Ambassador is solely responsible for his or her compliance with federal, state and local laws and regulations and shall not for any purpose be considered a salesperson, a sales representative, an employee, or an agent of dpHUE and shall have no authority to bind dpHUE or act on its
- dpHUE may amend the Sections of this Agreement titled “Use of Product” and “Brand Morality Clause” and the Exhibits hereto at any time by notice to Ambassador, which notice will include an addendum to this Agreement or updated Exhibit containing the updated terms. Notice under this Agreement may be made by by dpHUE by posting to the BrandChamp website at https://brandchamp.io/ or, for either party, by electronic communication at the email address set forth on the signature page hereto.
- dpHUE may terminate this Agreement and Ambassador’s right to use the dpHUE Marks effective immediately, at any time, and for any reason or no reason, with or without prior notice. Following termination, dpHUE shall have no further obligation to Ambassador, and all rights of Ambassador hereunder shall automatically terminate, but the obligations of Ambassador under this Compliance; Indemnity section shall survive
- This Agreement and the exhibits hereto, represent the entire agreement of the parties with respect to the subject matter hereof.
- This Agreement will be construed and interpreted in accordance with the laws of the State of Minnesota without regard to conflict of law principles.
- ANY AND ALL SUITS, LEGAL ACTIONS OR PROCEEDINGS ARISING OUT OF THIS AGREEMENT (INCLUDING AGAINST ANY DIRECTOR OR OFFICER OF THE COMPANY) SHALL BE BROUGHT SOLELY IN THE STATE OR FEDERAL COURTS OF THE STATE OF MINNESOTA, AND EACH PARTY HEREBY SUBMITS TO AND ACCEPTS THE EXCLUSIVE JURISDICTION OF SUCH COURTS FOR THE PURPOSE OF SUCH SUITS, LEGAL ACTIONS OR PROCEEDINGS.
- The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable to the extent permitted by law.
- This Agreement may not be assigned by the Ambassador, by operation of law or otherwise. The benefits and obligations of this Agreement shall be binding upon and inure to the parties hereto, their permitted successors and assigns.
- Ambassador acknowledges and agrees that in the event of a breach or threatened breach of any provision of this Agreement, dpHUE may have no adequate remedy at law and shall therefore be entitled to seek the enforcement of any such provision by temporary or permanent injunctive or mandatory relief obtained in any court, and without prejudice or diminution of any other rights or remedies that may be available at law or in equity.
- The headings in this Agreement are inserted for convenience only and shall not affect its construction.
- This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature.
Each party has executed and delivered this Agreement as of the date set forth below his, her or its name.
DMP Color, LLC dba dpHUE LLC
Please see the dpHUE Ambassador Program Social and Community Guidelines on BrandChamp
BEST PRACTICES FOR DISCLOSURE LANGUAGE
Statements about the material connection should identify the nature of the connection, such as:
- For receipt of free products:
- I received free products from dpHUE;
- dpHUE sent me free products to review;
- dpHUE gave me this product to try; or
- Thanks dpHUE for the free
- For receipt of travel and accommodations:
- dpHUE paid for my travel and hotel to [visit its headquarters/sample its products/attend the launch of its new product /etc.].
- For receipt of a prize to be given away in a sweepstakes or contest:
- dpHUE is providing the prizes for this program at no cost to This program is not administered or sponsored by dpHUE or its affiliates, but solely by Ambassador.
- For incentivized consumer reviews:
- I received a [sweepstakes entry/discount/coupon/etc.] for making this
- I am part of dpHUE's program that gives me [free samples/coupons/discounts/etc.]; or
- Reviewers on this page received a [sweepstakes entry/discount/coupon/etc.] for making their
- For personal relationships:
- I am [a friend of/related to/the [RELATIONSHIP] of] [NAME OF COMPANY PRINCIPAL].
- For other material connections:
- "Paid ad"; or
- "Ad:" (this would go at the beginning of the statement to indicate the statement is an ad).
- [For television or radio talk show appearances where our [product/service/brand] will be promoted, a Sponsored Endorser should verbally make the material connection to us known, such as stating:
- dpHUE gave me this (product or sample) ;
- I was paid by dpHUE to…; or
- I am working with dpHUE to….].
If using a hashtag to identify a material connection, make it unambiguous, such as: #ad, #paid, #sponsored, #dpHUEambassador.
Avoid ambiguous hashtags to identify material connections, such as: #sp, #spon, #thanksdpHUE, #ambassador, #consultant, #partner, #adviser, #collab.
Additionally, if Ambassador has posted a "Disclosure and Relationships Statement" section on their blog, website, profile page, or similar site, the statement should:
- Fully disclose how the endorser is working with
- Disclose how the endorser works with other companies
- List any conflicts of interest that may affect the credibility of the sponsored or paid
For dpHUE employees, be clear about the employer-employee relationship with us, such as: o I am an employee of dpHUE;
- I work for dpHUE;
- My company ….
- Do not use an ambiguous hashtag like #ee or even #employee.
EXHIBIT B (Cont’d)
STANDARDS OF CONDUCT
With respect to promotional messages, photos, or other communications made on social media platforms about dpHUE and its products or services, Ambassador (“you”) must adhere to the following standards:
- You must comply with the Federal Trade Commission’s (“FTC”) Guides Concerning Endorsements and Testimonials (http://www.ftc.gov/os/2009/10/091005revisedendorsementguides.pdf), including making:
- statements that reflect your honest beliefs, opinions, and experiences; and
- clear and conspicuous disclosure about your connection to us in all of your posts.
- To better understand your responsibilities hereunder, you must review:
- The FTC’s Endorsement Guides: What People Are Asking (https://www.ftc.gov/tips-advice/business-center/guidance/ftcs-endorsement-guides-what-people-are-asking).
- FTC: The Do’s and Don’ts for Social Media Influencers (https://www.ftc.gov/news-events/press-releases/2017/09/csgo-lotto-owners-settle-ftcs-first-ever-com plaint-against).
- FTC: Disclosures 101 for Social Media Influencers (https://www.ftc.gov/system/files/documents/plain-language/1001a-influencer-guide-508_1.pdf). o FTC: Do you endorse things on social media? (https://www.ftc.gov/news-events/audio-video/video/advice-social-media-influencers).
- You may not:
- make deceptive or misleading claims about dpHUE’s or its competitor’s products or services;
- make any claims about competitive products that are not backed up by evidence;
- disclose any confidential information of dpHUE or its affiliates;
- disparage dpHUE, its products or services, or any person associated therewith;
- engage in any communication that is defamatory or infringes upon the intellectual property rights of any person;
- offer for sale or solicit products on behalf of dpHUE, except as specifically approved in writing in advance by dpHUE;
- 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, gender, religion, nationality, disability, sexual orientation, or age;
- use ethnic slurs, personal insults, obscenity, or other offensive language; or
- make any comments or post any content that in any way promotes unsafe activities that could lead to an unsafe situation involving dpHUE’s consumers or other individuals.
- You must adhere to:
- any additional guidelines provided by dpHUE, such as product-specific program requirements.
- You must not create fake followers or engagement on any social media platforms, such as:
- buying followers;
- using bots to grow audience size by automating account creation, following, commenting, and liking; or
- posting fake sponsored content.
- All of your posts made under this Agreement will meet the following requirements:
- Ambassador must clearly and conspicuously disclose Ambassador’s “material connection” with dpHUE, as set forth in this Exhibit
- Your posts should only make factual statements about dpHUE and its products or services that are known by you to be true and that can be proven or verified. If there is any doubt of the veracity of a statement, you shall verify the statement with dpHUE before posting
- Your posts will be original and created solely by
- Your posts will not include the intellectual property of any third-party.
- Your posts will not include any person, or the personally identifiable information of any person, other than you, without the prior written approval by dpHUE and the signing of a release in a form approved by dpHUE by such person.
- Your posts will comply with the rules of the applicable social media
- Your posts will comply with all applicable laws, rules, and regulations.