Campaign Terms
Campaign Terms & Conditions
APEXDROP TERMS & CONDITIONS
Master Agreement
By signing the ApexDrop’s statement of work, service addendum, service order or similar-type document, you accept and agree to be bound by the terms and conditions in this Agreement (collectively the “Agreement”). The Agreement governs your relationship with ApexDrop LLC (“ApexDrop”). Each party represents and warrants that it has read and understands all of the provisions of this Agreement. You must accept this Agreement before you can receive any Services (as defined, below). If you are entering this Agreement on behalf of a company or other legal entity, you represent and warrant that you have authority to bind such entity to this Agreement, in which case the terms “you” or “your” refer to such entity.
1. Services
1.1 Provision of Services.
Subject to the terms and conditions of this Agreement, including without limitation your payment of all of the undisputed fees due, ApexDrop will provide sampling operational services (“Services”), for the retail sponsor (“Retail Sponsor”) you specify in your proposal, addendum, statement of work, or service order form (“Service Order”), in accordance with the terms of this Agreement and any terms and conditions provided for in a Service Order. You may not use the Services in violation of the terms of this Agreement. Services do not include and shall not include exerting any control over the posts or content uploaded to, or excluded from, the Micro Influencers social media accounts. Any modification must be agreed to by the parties in advance and in writing.
1.2 ApexDrop’s Responsibility.
ApexDrop will engage the Retail Sponsor’s community of opted-in ApexDrop Influential Consumer Members (“Members”) who meet ApexDrop’s eligibility requirements to sample your product(s). ApexDrop will provide you with the delivery address needed to package and deliver the product samples (“Drop List”). ApexDrop will manage communications between you and the consumer sampling your products.
1.3 Your Responsibility.
You are responsible for the packaging and delivery of the product samples (“Product”) to consumers. Furthermore, you warrant the following:
(i) none of your Products will be in violation of any applicable laws;
(ii) the Product will be provided to consumers at no cost or any other incentive other than the sample product; and
(iii) none of the your Products will contain any subject matter which will, or is likely to, give rise to any actions based on any of the following: libel, slander, defamation, or unfair product comparison; indecent, false, misleading or deceptive conduct or advertising; the infringement of any rights (including Intellectual Property rights) of any third party; the infringement of any moral rights of any third party; or infringement of any relevant privacy laws.
(iv) You will not use the information contained in the Drop List for any purpose outside the Services and that the information in the Drop List will be deleted when its use is no longer required.
1.2 Third Party Sites.
To the extent that you request or otherwise cause the Services to be integrated with, or make use of data from, other websites or Services (e.g. Twitter, TikTok, Instagram, LinkedIn, Facebook, and Google) (“Third Party Sites”), you agree that ApexDrop does not have control over the terms of use, privacy policies, operation, intellectual property rights, performance or content of any Third Party Sites. Accordingly, ApexDrop disclaims all responsibility and liability for any use of Third Party Sites or any information collected from such Third Party Sites, and any damages or other harm whether to you or end users.
1.3 Third Party Services.
ApexDrop makes available third-party products and services for your use through the ApexDrop services (“Third Party Services”). Such Third Party Services are provided on an as-is, where-is basis and ApexDrop expressly disclaims all representations and warranties with regards to such Third Party Services including all warranties of merchantability, fitness for a particular purpose, non-infringement, non-interference, accuracy of data, and warranties arising from a particular course of dealing. ApexDrop disclaims all liability for any damages or other harm whether to you or end users, resulting from such use of Third Party Services.
1.4 Loyalty, Rewards and Similar Programs.
If you elect to use the Services in conjunction with a loyalty, rewards, contest, sweepstakes or similar program, then you acknowledge and agree that you are responsible for ensuring that such program, including without limitation the earning, redemption and expiration of points and rewards, is compliant with all applicable laws, codes, rules and regulations.
1.5 Authenticity.
You and ApexDrop shall comply with the terms of ApexDrop’s Authenticity Policy which can be found at https://drive.google.com/file/d/1xcvX44Ro1V7zuMBcDGcw1f_qq4iV0h_4/view
1.6 Your Content.
You acknowledge and agree that, as between you and ApexDrop, you are responsible for all content you post via the Services (e.g. answering of end-user questions).
1.7 Account Protection.
In the event that you become aware that the security of your login information has been compromised or breached, you must deactivate such account or change the account’s login credentials. Additionally, you shall promptly deactivate the account or change the login credentials for any individual (e.g., former employee) that no longer is authorized by you to access the Services.
1.8 Assistance.
You shall provide ApexDrop with all information and assistance as reasonably requested and required for ApexDrop to activate and operate the Services. Further detail on your assistance can be found in the applicable Service Order and Proposal.
2. Mutual Cooperation.
Each party will use commercially reasonable to carry out the Campaign and transactions contemplated by the Proposal and this Agreement.
3. Shipment & Fulfillment.
You agree to fulfill any Member’s (as defined in the Proposal) product, gift, sample, or incentive orders in the emailed Drop List within five (5) business days of being received. You specifically agree, that in fulfillment of all shipments of product gifts or incentives to Members, you will provide ApexDrop with at least fourteen (14) calendar days of written notice of any material delays in the delivery of product gifts and incentives as specified in any agreed-upon timetable or deadline. Failure to meet any agreed-upon timetable or deadline for the delivery of gifts and incentives to Members shall be deemed a breach of this Agreement.
4. Member Content and Communication.
As set forth in more detail in the Proposal, you agree you will not modify or alter any content produced by Members as part of your Campaign (including, but not limited to the removal of any image watermarks) without the express prior written permission of the Members, unless such content or watermarks infringe or otherwise dilute your trademarks, service marks, copyrights or other intellectual property rights. Each party acknowledges and agrees the Members are intended third beneficiaries of this Agreement.
You agree, during the course of the Campaign and for six (6) months thereafter, you will not communicate directly or indirectly with any Members and instead will, if necessary and subject to ApexDrop’s sole and exclusive decision, initiate and coordinate any communications with any Members through ApexDrop.
5. Terms of Payment.
5.1
ApexDrop will require payment on the date you sign the Proposal. All payments shall be made in full via ACH or credit card. Any modifications of the terms in this Section 5 must be set forth in writing and signed by each party on the “Your Investment” section of the Quote or Proposal. Work on your Campaign will only commence upon receipt of payment in full.
5.2
You consent, agree, and authorize ApexDrop to automatically charge your bank account or credit card provided by you for Services stated on the Quote on a regular and automated basis (“Payment”). Furthermore, you authorize your financial institution to provide an Automatic Recurring Payment to ApexDrop.
6. Activation Credits.
6.1 Allocation and Campaign Flexibility:
ApexDrop provides Activation Credits as part of the selected service packages, granting you the freedom to launch unlimited campaigns subject to adherence to our usage policies.
6.2 Usage Policies:
Per Campaign Minimum: Activation of each campaign requires a minimum of fifteen (15) Activation Credits.
Per Campaign Maximum: A single campaign can utilize a maximum of one hundred and fifty (150) Activation Credits.
6.3 Expiration and Forfeiture:
Activation Credits remain valid for the duration of the contract with ApexDrop. Any unused credits upon the contract’s expiration will be forfeited, with no provision for refund or transfer.
7. Ownership & Authorization.
7.1 Proprietary Rights.
You will obtain such third-party releases, licenses, permits, and authorizations as necessary and required for ApexDrop to provide the Services. You represent and warrant you are the owner of or are otherwise authorized and/or permitted to use any and all such material, including, but not limited to any testimonials, copyrighted materials, photographs, artwork, or other proprietary information provided to ApexDrop in furtherance of this Agreement. Any newly created intellectual property as a result of the Services and relationship contemplated under this Agreement is and shall be the sole property of ApexDrop and the Members, as applicable.
7.2 User Generated Content:
You are granted a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to all user generated content (e.g. Reviews) submitted in response to receiving the Product. Retail Sponsor may use or display user generated content on their website(s), social media accounts, or advertising mediums throughout the world an unlimited number of times.
8. Confidentiality.
The parties agree that they will not disclose or disseminate any Confidential Information to any person or entity other than each of its respective employees, agents, officers, or directors who will be directly involved in the performance of the Agreement, and where such Confidential Information is obtained by the other party as a result of its relationship with the other party or the other parties’ agents, employees, suppliers or the provisions of the Agreement. “Confidential Information” includes but is not limited to, information gained as a result of access to any information of any kind that is disclosed in oral, written, graphic, machine recognizable, and/or sample form, and which is not excluded from any obligation of confidentiality herein. The receiving party will not disseminate the Confidential Information except to its employees, agents, officers, or directors who will be involved directly in the permitted use of the Confidential Information. The receiving party will use the same degree of care, but no less than reasonable care, to avoid disclosure of such information as the receiving party employs with respect to its own confidential information. The receiving party shall have no obligation with respect to disclosure and use of information to the extent such information: (a) becomes available generally to the public or is received from a third party independent of the disclosing party, without a breach by the receiving party of a confidentiality obligation to the disclosing party; (b) is developed independently by the receiving party; or (c) is required to be disclosed by operation of law. All information furnished to the receiving party by the disclosing party shall, unless otherwise specified in writing by the disclosing party, remain the property of the disclosing party; and the written information, and any copies or extracts thereof, shall either be promptly returned to the disclosing party upon its written request or destroyed at the disclosing party’s option. No license or right in or to any information is granted under the intellectual property laws of any country. The parties agree that each may issue endorsements that reference this agreement or include the parties logos or other marks or insignias.
9. Limitation of Liability.
UNDER NO CIRCUMSTANCES AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REGARDLESS OF THE THEORY OF LIABILITY, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), EQUITY, OR OTHERWISE, WILL APEXDROP BE RESPONSIBLE OR LIABLE FOR ANY DAMAGES ARISING OUT OF OR RELATED TO LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOSS OF DATA, INTERRUPTION OF BUSINESS, LOSS OF USE, LOSS OF PROFIT, INCREASED OPERATING OR MAINTENANCE EXPENSE, CLAIMS OF CUSTOMER OR CUSTOMER’S CLIENTS, OR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN CONJUNCTION WITH AND SUBJECT TO THE FOREGOING, TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW, APEXDROP’S AGGREGATE LIABILITY TO YOU HEREUNDER, IF ANY, SHALL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY YOU TO APEXDROP HEREUNDER FOR THE SERVICES OR PRODUCTS PROVIDED PURSUANT TO THE PROPOSAL THAT ARE THE SUBJECT OF YOUR ALLEGED CLAIM.
10. Client Non-Responsiveness.
ApexDrop will require access to your personnel and resources from time to time in order to provide project direction and feedback for your Campaign. Should ApexDrop deem you as non-responsive, ApexDrop will promptly inform you in writing that your Campaign and project resources for the Campaign will be temporarily suspended until such time you provide the necessary access to personnel or resources. If at this time, there is an “active” Campaign with influencers in progress, you will have five (5) business days to respond to avoid cancellation or further disruption. If the Campaign goes more than 21 calendar days without a response, without any forward progress or significant activity on your part, and no prior arrangements have been made in writing by both parties, the Campaign will be put on hold in a “dormancy period,” all associated files will be archived, and influencers will be notified that the Campaign has been canceled. Once the Campaign has been archived, a $1,000.00 reactivation fee is required to restart the Campaign, and the Campaign will be scheduled in ApexDrop’s then-current workflow where space is available. If the Campaign remains inactive for an additional 9 calendar days past the 21-day dormancy period (30 days total) with no significant forward progress made, milestones reached, or prior arrangement/communication in place, this engagement will expire, and all invoices will be due, no refunds will be available, and you shall forfeit all deliverables associated with this Agreement.
11. Modifications.
You have the right, in writing, to request modification to plans or works in progress for your Campaign. However, you agree to reimburse ApexDrop, if applicable, for all costs and expenses incurred for any modifications to your Campaign. All Campaign modifications require an addendum signed in advance of implementation by both parties.
12. Term & Termination.
12.1
This Agreement is effective for twelve (12) consecutive months from the date the Quote is executed and continues to auto renews for twelve consecutive (12) months at the end of the prior Subscription agreement. Upgrades to the Subscription may be made at any time. One-time add-ons may be made at any time and do not change or negate the Subscription. Subscription downgrades or cancellation may only be made with a 30 day written notice prior to the end of the Subscription Term.
12.2
ApexDrop reserves the right to terminate this Agreement at any time with or without cause with written notice to you. Payments are non-refundable. Upon termination of this Agreement, all rights and obligations of the parties under this Agreement shall terminate except for Sections 7, 8, 9, 13, and 15 through 22 of this Agreement.
13. Disclaimer of Warranties.
APEXDROP DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR BY OPERATION OF LAW OR OTHERWISE, OF THE SERVICES OR PRODUCTS SOLD OR FURNISHED UNDER THIS AGREEMENT OR IN CONNECTION HEREWITH. APEXDROP DOES NOT PROVIDE A GUARANTEE OF A SPECIFIC OUTCOME OR RESULT OF A CAMPAIGN, OR THAT A FAILURE OF A CAMPAIGN TO MEET OR EXCEED EXPRESSED CUSTOMER EXPECTATIONS CAN OR WILL BE CORRECTED. APEXDROP DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTION, AND FITNESS FOR A PARTICULAR PURPOSE.
14. Governing Law & Jurisdiction.
This Agreement and the Proposal shall be construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to its conflicts of laws provisions. Any dispute, controversy, claim, or other matter arising out of or relating to the negotiation, execution, delivery, or performance of Services by ApexDrop, or the breach thereof shall be resolved solely in the state and federal courts sitting in Erie County, Pennsylvania, and each party consents to the exclusive jurisdiction of such courts.
15. Assignment.
The Proposal, the Campaign Terms, and any other agreement, including all rights and obligations pertaining thereto that is entered into by and between you and ApexDrop, may be assigned by ApexDrop to a third party at any time without notice or restriction. You may not assign, transfer, or convey this Agreement or the Proposal, or any rights or obligations hereunder, to any other party, by operation of law or otherwise, without ApexDrop’s prior written consent, and any attempt to do so will be null and void. This Agreement will be binding upon, and enforceable by, and will inure to the benefit of the parties hereto and their permitted successors and permitted assigns.
16. Indemnification.
You agree to indemnify, defend and hold harmless ApexDrop, its officers and directors, employees and its affiliates, and their respective successors and assigns, against any loss, liability, claim, damage, and expense whatsoever, including, but not limited to, any and all expenses reasonably incurred in investigating, preparing or defending against any litigation commenced or threatened or any claim arising out of or based upon any claim, warranty, breach, or failure by you to comply with any provision pursuant to this Agreement or in any other document between you and ApexDrop. ApexDrop agrees it will use reasonable efforts to notify you of any such claim, action, or proceeding upon knowledge thereof.
17. Collection of Past Due Amounts.
Scheduled payments by you to ApexDrop under the Proposal that are more than thirty (30) days past due will be subject to a late fee at the rate of one percent (1%) per month (or the maximum allowed by applicable law, if less) on such overdue balance. If any payments under the Proposal are delinquent for more than thirty (30) days, ApexDrop reserves the right to suspend the Services provided to you (including the Services provided by any Content Creator Member), accelerate the remaining payments due under your Proposal (including any previously waived fees), and/or turn over your account to a collection agency. You will also be responsible for all costs associated with collecting the overdue balance, including reasonable attorney’s fees.
18. Attorney Fees and Other Costs.
In the event of a dispute, breach, default, or misrepresentation in connection with any provision of this Agreement, or institutes any legal action or other proceedings to enforce or interpret this Agreement, ApexDrop shall be entitled to recover reasonable attorney fees, court costs, and all other expenses incurred. This remedy shall include, without limitation, all such fees, costs, and expenses incident to appeals.
19. Entire Agreement.
This Agreement, in addition to the Proposal, constitutes the sole and entire agreement and understanding between the parties hereto as to the subject matter hereof and supersedes all prior discussions, agreements, and understandings of every kind and nature between them as to such subject matter.
20. Severability & Waiver.
If any provision or sub-provision of this Agreement is found to be invalid or unenforceable, the remainder shall be enforced as fully as possible, and the unenforceable provision or sub-provision shall be deemed modified to the limited extent required to permit its enforcement in a manner most closely representing the intention of the parties as expressed herein. No act or failure to act by ApexDrop will be deemed a waiver of any right contained in this Agreement, and any waiver by ApexDrop must be in writing and signed by an officer of ApexDrop. If ApexDrop does expressly waive any provision of this Agreement, such waiver shall not be a waiver of any other provisions of this Agreement, and the waived provision shall not be waived for all times and purposes.
21. Notice.
Any notice given pursuant to this Agreement shall be in writing and mailed by certified or registered mail, return receipt requested, or delivered by a national overnight express service to the address set forth on the Quote, or such other address as either party may specify in writing. Such notice will be effective when received.
22. Force Majeure.
Neither party will be liable for any default or delay in the performance of any of its obligations under this Agreement if such default or delay is caused, directly or indirectly, by (i) acts of God, war, terrorism, civil commotion, riots, street violence, rebellion, theft, fire, flood, earthquake, tornado, hurricane or other natural disaster, (ii) acts of any governmental authority, (iii) acts of the public enemy, (iv) insurrection, (v) malicious mischief, (vi) strikes, lockouts or other industrial disturbances, (vii) equipment failures, (viii) any cause, whether similar or dissimilar to any of the foregoing, which is beyond the reasonable control of such party, provided, however, this Section shall not apply to your payment obligations hereunder. The party seeking to invoke the provisions of this Section shall promptly give notice to the other party of such force majeure event.