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ApexDrop™ Membership Agreement

ApexDrop, LLC Website Terms of Use

If you are accepted as a Network Member of ApexDrop’s Content Creator Network, you must agree to these terms in order to make your membership official.

The good news is that these membership agreement terms and conditions are very straightforward and totally not scary!  We also do not prohibit you from signing with other agencies; there isn’t a non-compete agreement whatsoever, and there is never a fee to be involved in the network!

By applying to become a member of the ApexDrop Content Creator Network, you have indicated that you are willing to engage with quality brands and services in a thoughtful and authentic way; as such, we want to partner with you in a thoughtful and authentic way.

What you can expect from us:

  • We will use commercially reasonable efforts to present you with high-quality gifts, samples, and services for product testing that you may find useful.  These exchanges may be referred to as “collaborations”, “collabs” or “campaigns”. The products and services you receive will vary, but typically include high-quality products physically sent to the mailing address you provide.
  • We will use commercially reasonable efforts to support you as a content creator and leader in your personal network.
  • We know you are busy, and we will respect your time. We will only contact you if we have something meaningful to share with you.

What we expect from you if you are accepted as a member:

  • You will use our system to discover new products you can enjoy.
  • You will make every effort to participate in collaborations that genuinely align with your interests.
  • You will not resell the products you receive in collaborations.
  • You will have open communication with ApexDrop by email and/or text.
  • You will not compromise your integrity for a review.
  • You will engage with our brands in a thoughtful and professional way.
  • If you decide to share your opinion regarding a product or service you receive, you will be fully transparent and disclose that you received products for free or as a gift.  On occasion, you may be required to use disclosures in your online posts, as directed by ApexDrop, who may provide these disclosures to you.
  • You will review and accept the terms of ApexDrop’s Privacy Policy.
  • You will let us know right away if there is a problem, any problem, by email at [email protected].
  • You understand that when you artificially inflate performance metrics it is seen as inauthentic and will jeopardize your acceptance into future collaborations and your membership with ApexDrop.
  • You will not purchase use any script, programmed or other automated means to increase Post or Member followers, likes, views, impressions, comments, or other performance metrics, or pay or otherwise engage a third party to affect the above metrics, or collaborate with other individuals or groups or “pods” to affect the above metrics, or utilizing paid media amplification without prior written consent from ApexDrop.

Representation and Warranties

In addition to the matters set forth above, by accepting membership of the ApexDrop Content Creator Network, you agree to be bound by the following:

  • you agree to comply with all applicable laws and regulations and those related to posting Content, including, but not limited to, applicable FTC regulations and disclosure requirements.
  • you agree to give ApexDrop a non-exclusive, sub-licensable, worldwide, fully-paid, royalty-free license to use, modify, publicly perform, publicly display, reproduce, and distribute such User Content in any and all media now known or hereinafter developed without the requirement to make payment to you or to any third party or the need to seek any third party permission.
  • you agree you shall not obtain any rights, license, or interest in any intellectual property or content otherwise owned by ApexDrop or brand you associate with in an ApexDrop collaboration.
  • you agree to perform the services and produce/post any Content in a professional and workmanlike manner in accordance with industry standards.
  • you agree if you are in breach of the ApexDrop Membership Agreement, you may receive a strike or removal from the ApexDrop Creator Network. 
  • you agree to not conduct any promotions of any kind, including, without limitation, sweepstakes, contests, or giveaways, using Brand products or services or otherwise associated with Brand without prior written approval.
  • you agree that you own or are otherwise permitted to post any and all Content associated with an ApexDrop collaboration.
  • you agree to never post or share any content that violates or infringes the intellectual property rights of any third party. 
  • you agree that if you post any content that may use the intellectual property rights of another, then you represent and warrant that you obtained the requisite intellectual property rights to use such content.
  • Your use of the web sites on which these terms reside (collectively, the “Site”), and the features at this Site are subject to these Terms of Use, which we may update from time to time. Please read these Terms of Use carefully before using this Site. The Site is owned or controlled by ApexDrop, LLC (“Company”). This Site is intended for and applicable only for residents of United States, Austria, Belgium, France, Germany, Italy, the Netherlands, Portugal and the United Kingdom who are aged 18 or older. If you are a resident of Australia, Brazil, Canada, China, Hong Kong, India, Indonesia, Malaysia, New Zealand, Philippines, Singapore, South Africa, South Korea or Taiwan, your use of the Site is governed by the separate global terms of use [here]. If you are from another jurisdiction or under 18 years of age, you may not use this Site. By accessing this Site in any way, including, without limitation, browsing this Site, using any information, and/or submitting information to Company, you agree to and are bound by the terms, conditions, policies and notices contained on this page (the “Terms”), including, but not limited to, conducting this transaction electronically, disclaimers of warranties, damage and remedy exclusions and limitations, and a choice of the United States of America law.
  • From time to time we may, at our sole and absolute discretion, update this Site and these Terms. Your use of this Site after we post any changes to these Terms constitutes your agreement to those changes. You agree to review these Terms periodically to ensure that you are familiar with the most recent version. Company may, in its sole discretion, and at any time, discontinue this Site or any part thereof, with or without notice, or may prevent your use of this Site with or without notice to you. You agree that you do not have any rights in this Site and that Company will have no liability to you if this Site is discontinued or your ability to access the Site or any content you may have posted on the Site is terminated.

Company Content

Content on this Site that is provided by Company or its licensors, including certain graphics, photographs, images, screenshots, text, digitally downloadable files, trademarks, logos, product and program names, slogans, and the compilation of the foregoing (“Company Content”) is the property of Company and its licensors, and is protected in the U.S. and internationally under trademark, copyright, and other intellectual property laws.

You agree not to download, display or use any Company Content located on the Site for use in any publications, in public performances, on websites other than this Site for any other commercial purpose, in connection with products or services that are not those of Company, in any other manner that is likely to cause confusion among consumers, that disparages or discredits Company and/or its licensors, that dilutes the strength of Company’s or its licensor’s property, or that otherwise infringes Company’s or its licensors’ intellectual property rights. You further agree to in no other way misuse any Company Content or third-party content that appears on this Site.

If you are a trademark or copyright owner and you believe that your trademark or copyright rights have been violated, please provide the following information to us at the address listed below:

If you are a trademark or copyright owner and you believe that your trademark or copyright rights have been violated, please provide the following information to us at [email protected] with the subject line “DMCA Notice of Infringement”:

(a) A description of the copyrighted work that you claim has been infringed;

(b) A description of where the material that you claim is infringing is located on the Site;

(c) Your contact information where we can contact you and, if different, an e-mail address where the alleged infringing party can contact you;

(d) A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

(e) A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and

(f) Your electronic or physical signature

Use of the Site and Posting Policy

The following requirements apply to your use the Site: (a) you will not use any electronic communication feature of the Site for any purpose that is unlawful, tortious, abusive, intrusive on another’s privacy, harassing, libelous, defamatory, embarrassing, obscene, threatening, or hateful; (b) you will not upload, post, reproduce, or distribute any information, software, or other material protected by copyright or any other intellectual property right (as well as rights of publicity and privacy) without first obtaining the permission of the owner of such rights; (c) you will not collect or store personal data about other users; (d) you will not use the Site for any commercial purpose not expressly approved by Company in writing; (e) you will not upload, post, email, or otherwise transmit any advertising or promotional materials or any other form of solicitation or unauthorized communication; (f) you will not upload, post, email, or otherwise transmit any material that contains viruses or any other computer code, files, or programs which might interrupt, limit, or interfere with the functionality of any computer software or hardware or telecommunications equipment.

From time to time, through collaboration or on certain areas of our Site you may be able to submit photos, written posts and certain other materials (“User Content”). By using these features, and during your involvement in any campaign or collaboration with ApexDrop, you agree that you will not post any content that is unlawful, harmful, tortious, defamatory, libelous, obscene, invasive of the privacy of another person, threatening, harassing, abusive, hateful, racist, infringing, pornographic, violent or otherwise objectionable or inappropriate as determined by Company; that you will not post any content that contains personal information about any individual, violates the image rights or privacy/publicity of any other individual or entity, or anything that you are under a contractual obligation to keep private or confidential; that you will not impersonate any person or organization, including without limitation, the personnel of Company, or misrepresent an affiliation with another person or organization; you will not post any content that contains viruses, corrupted files, or any other similar software or programs that may adversely affect the operation of the Site, or feature of the Site. You further understand and agree that you have no ownership rights in any account you may have with us, or other access to the Site or features therein. Company may cancel your account and delete all User Content associated with your account at any time, and without notice, if Company deems that you have violated these Terms, the law, or for any other reason. Company assumes no liability for any information removed from our Site, and reserves the right to permanently restrict access to the Site or a user account.

By displaying, publishing, or otherwise posting any User Content on or through the Membership or Site, you hereby grant to Company a non-exclusive, sub-licensable, worldwide, fully-paid, royalty-free license to use, modify, publicly perform, publicly display, reproduce, and distribute such User Content in any and all media now known or hereinafter developed without the requirement to make payment to you or to any third party or the need to seek any third party permission. This license includes the right to host, index, cache, distribute, and tag any User Content, as well as the right to sublicense User Content to third parties, including other users, for use on other media or platforms known or hereinafter developed, such as for use on mobile phones, in video or music software computer programs. In addition, where legally permissible, you hereby absolutely and irrevocably waive all moral rights in such User Content, and to the extent such waiver is unenforceable, you hereby covenant and agree not to exercise such moral rights against Company or any other person designated by Company. You continue to retain all ownership rights in your User Content, and you continue to have the right to use your User Content in any way you choose, subject to these Terms and the license described herein. You represent and warrant that you own the content submitted, displayed, published or posted by you on the Site and otherwise have the right to grant the license set forth herein, and the displaying, publishing or posting of any content you submit, and our use thereof does not and will not violate the privacy rights, publicity rights, copyrights, trademark rights, patents, contract rights or any other intellectual property rights or other rights of any person or entity.

You agree to indemnify and hold Company, its parents, subsidiaries, officers, employees, and website contractors and each of their officers, employees and agents harmless from any claims, damages and expenses, including reasonable attorneys’ fees and costs, related to your violation of these Terms or any violations thereof by your dependents or which arises from the use of User Content you submitted, posted, or otherwise provided to Company or this Site. The provisions of this paragraph are not applicable to consumers in Portugal and in the Netherlands.

Disclosing Material Connections

From time to time you may be asked to review products, including third party products. In exchange for your review you may be provided with benefits, not limited to obtaining the product to be reviewed for free. You represent and warrant that you shall disclose that you have been provided with compensation or free product in exchange for your honest review.

How do I disclose? It is easy. If you are commenting on your experience outside of ApexDrop we recommend using a disclosure hashtag (#), like one of the following.

“I love being a member of ApexDrop, #gifted_by_brand” 

“Just received [product name] for free from ApexDrop, thanks!”

“Have switched to using [product name] after trying it, love it #freesample”

Remember, we want your uncensored ratings and reviews. We want you to tell us exactly what you thought about the product, in your own words and style. Your friends & ApexDrop members are interested in what your experience is – both positive and negative, so use the product a few times and provide your considered feedback.

By stating that you received the product for free helps the quality and credibility of all the reviews made by ApexDrop members.
Why do we ask you do this? It helps everyone know how you go to make your review, and we want to make sure all our members follow the guidelines set by the Federal Trade Commission.

Accounts, Passwords, and Security

The Site may require registration or may otherwise ask you to provide information to participate in certain features or access certain content. If you create an account or otherwise submit information, you must complete the specified process by providing Company with current, complete, and accurate information as requested by the applicable registration form. It is your responsibility to maintain the currency, completeness, and accuracy of your information data, and any loss caused by your failure to do so is your responsibility. It is entirely your responsibility to maintain the confidentiality of your password and account. Additionally, you are entirely responsible for any and all activities that occur under your account, whether authorized or unauthorized. You agree to notify Company immediately of any unauthorized use of your account. You further agree not to email, post, or otherwise disseminate any user ID, password, or other information which provides you access to the Site.

Representations, and Limitations of Liability

Company makes no representations about the reliability of the features of this Site, the Content, User Content, or any other Site feature, and disclaims all liability in the event of any service failure. You acknowledge that any reliance on such material or systems will be at your own risk. Company makes no representations regarding the amount of time that any Content or User Content will be preserved.

Company does not endorse, verify, evaluate or guarantee any information provided by users and nothing shall be considered as an endorsement, verification or guarantee of any User Content. You shall not create or distribute information, including but not limited to advertisements, press releases or other marketing materials, or include links to any sites which contain or suggest an endorsement by Company without the prior review and written approval of Company.

THIS SITE IS PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS. NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE MADE WITH RESPECT TO THIS SITE OR ANY INFORMATION OR SOFTWARE THEREIN. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL COMPANY BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (COLLECTIVELY, “DAMAGES”) THAT RESULT FROM THE USE OF OR INABILITY TO USE THIS SITE, NOR SHALL COMPANY BE RESPONSIBLE FOR ANY DAMAGES WHATSOEVER THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE WHETHER OR NOT CAUSED BY EVENTS BEYOND COMPANY’S REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO ACTS OF GOD, COMMUNICATIONS LINE FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO THIS SITE’S RECORDS, PROGRAMS, OR SERVICES. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO A NEGLIGENT ACT, WILL COMPANY OR ITS AFFILIATES OR AGENTS BE LIABLE FOR ANY DAMAGE OF ANY KIND THAT RESULTS FROM THE USE OF, OR THE INABILITY TO USE, THE SITE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES; AS A RESULT, THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND THE FOREGOING PARAGRAPH SHALL NOT APPLY TO A RESIDENT OF NEW JERSEY TO THE EXTENT DAMAGES TO SUCH NEW JERSEY RESIDENT ARE THE RESULT OF COMPANY’S NEGLIGENT, FRAUDULENT OR RECKLESS ACT(S) OR INTENTIONAL MISCONDUCT.

Third Party Websites

This Site may hyperlink to sites not maintained by or related to Company. Hyperlinks are provided as a service to users and are not sponsored by or affiliated with this Site or Company, and Company makes no representations or warranties about the content, completeness, or accuracy of those third party sites. Information you submit at a third party site accessible from this Site is subject to the terms of that site’s privacy policy, and Company has no control over how your information is collected, used, or otherwise handled.

Rules for Sweepstakes, Contests, Instant Win Games and Similar Promotions.

Any sweepstakes, contests, raffles, surveys, games or similar promotions made available through the website may be governed by specific rules that are separate from and in addition to these Terms. By participating in any such sweepstakes, contest, raffle, survey, game, or similar promotion, you will become subject to those rules, which may vary from the Terms as set forth herein, and which are incorporated into these Terms. The Company urges you to read the applicable rules, which may be linked from the particular activity.

Miscellaneous

Both you and Company acknowledge and agree that no partnership is formed and neither of you nor Company has the power or the authority to obligate or bind the other.

These Terms will be governed by and construed in accordance with the internal laws of the United States of America without regard to conflicts of laws principles. By using this site, you hereby agree that any and all disputes regarding these Terms will be subject to the Courts of the United States of America (not applicable in France). You agree that, to the extent permitted by applicable law, any and all disputes, claims, and causes of action arising out of or connected with this Site and/or these Terms, will be resolved individually, without resort to any form of class action. This provision is not applicable in France. These Terms operate to the fullest extent permissible by law.

On certain areas of our Site, you may be given the ability to provide us with personally identifiable information. Please read our Privacy Policy for more information about our information collection and use practices.

The failure of Company to comply with these Terms because of an act of God, war, fire, riot, terrorism, earthquake, actions of federal, state or local governmental authorities or for any other reason beyond the reasonable control of Company, shall not be deemed a breach of these Terms.

If Company fails to act with respect to your breach or anyone else’s breach on any occasion, Company is not waiving its right to act with respect to future or similar breaches.

If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these terms of use and shall not affect the validity and enforceability of any remaining provisions.

These Terms constitute a binding agreement between you and Company, and is accepted by you upon your use of the Site or your account. These Terms constitute the entire agreement between you and Company regarding the use of the Site and your account. By using the Site you represent that you are capable of entering into a binding agreement, and that you agree to be bound by these Terms.

Agency

You give ApexDrop the exclusive right to represent your participation in programs, activities, or opportunities as part of the ApexDrop Content Creator Network and any ApexDrop collaboration.  As your agent for the purposes of the ApexDrop Content Creator Network, ApexDrop is authorized to pursue receiving product samples or other opportunities on your behalf.

Term & Termination

The term of this Agreement is perpetual unless otherwise terminated in writing as set forth herein.  ApexDrop reserves the right to terminate this Agreement at any time with or without cause upon written notice to you; however, you only have the right to terminate this Agreement with or without cause only upon thirty (30) days written notice to ApexDrop.  Upon termination of this Agreement, all rights and obligations of the parties under this Agreement shall terminate; provided, however, all obligations of the parties under those provisions of this Agreement which by their operation or by their express terms are intended to survive termination, shall survive termination of this Agreement.  

Third-Party Agreements

You are not prohibited from entering into an agreement with a third party to provide content creator activities.  In the event that you enter into a content creator agreement with a third-party and that third-party agreement contains terms or conditions that conflict with this Agreement, you will comply with this Agreement.

Governing Law & Jurisdiction

This Agreement shall be construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania, without reference to any applicable principles of conflicts of law that would direct the application of the laws of another jurisdiction.  Any dispute, controversy, claim or other matter arising out of or relating to the negotiation, execution, delivery or performance of this Agreement, 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.

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