LIQUID I.V. – TERMS OF SERVICE FOR CANADIAN STUDENT AMBASSADORS

LIQUID I.V. – TERMS OF SERVICE FOR CANADIAN STUDENT AMBASSADORS

 

Last updated: August 15, 2024

 

These terms of service constitute a legally binding agreement and is entered into by and between you (referred to herein as “you” or “Ambassador”) and  Unilever Canada Inc. (“LIQUID I.V.,” “we,” “us,” and “our”), and together with any documents these terms of service expressly incorporate by reference (collectively, “Agreement”).

1.ACCEPTANCE OF TERMS

1.1

BINDING AGREEMENT: THIS AGREEMENT TAKES EFFECT WHEN YOU ARE SELECTED BY LIQUID I.V. TO BE AN AMBASSADOR. (THE “EFFECTIVE DATE”). BY CLICKING ON THE "I ACCEPT" BUTTON BELOW, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THE TERMS OF THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS IF YOU ARE ACCEPTED BY LIQUID I.V. AS AN AMBASSADOR. YOU UNDERSTAND AND AGREE THAT YOU WILL NOT BE AN AMBASSADOR UNLESS AND UNTIL YOU RECEIVE WRITTEN CONFIRMATION FROM LIQUID I.V. THAT YOU HAVE BEEN SELECTED.

IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, PLEASE SELECT THE “I DECLINE” BUTTON BELOW.

1.2

Privacy. The use of all personal data you submit  in order to apply to participate as an Ambassador or which we collect about you is governed by our Privacy Policy (“Privacy Policy”). A copy of our Privacy Policy is available on the LIQUID I.V. Ambassador application website (the “Site”). You acknowledge that by submitting your application to participate as an Ambassador, you have reviewed the Privacy Policy, which is incorporated by reference into this Agreement.

1.3       Ambassador Rights, Privileges and Expectations. After you are selected as an Ambassador, LIQUID I.V. will send you regular shipments of Liquid I.V. products (quantities and flavours in LIQUID I.V.’s sole discretion), ad hoc  merchandise, and an opportunity to apply for paid promotional opportunities. In exchange, you will post about the LIQUID I.V. brand twice per month on your Instagram page and provide feedback to LIQUID I.V. quarterly.  

2.ARBITRATION DISCLOSURE.  PLEASE REVIEW SECTION 18, TITLED “DISPUTE RESOLUTION” CAREFULLY, PARTICULARLY WITH RESPECT TO ARBITRATION. UNLESS YOU OPT OUT OF ARBITRATION AS PROVIDED BELOW, THIS AGREEMENT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH LIQUID I.V., NO MATTER WHEN ARISING OR ASSERTED, THROUGH BINDING INDIVIDUAL ARBITRATION (WITH LIMITED EXCEPTIONS). YOU ACKNOWLEDGE AND AGREE THAT YOU AND LIQUID I.V. EACH WAIVE THE RIGHT TO A TRIAL BY JURY, AND THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.

3.Eligibility.   By applying to be an Ambassador, you agree and represent that you are located within Canada, that you are at least the age of majority in the jurisdiction in which you reside, you have a public Instagram page, you are enrolled in a postsecondary program at a Canadian university or college and that your application to become an Ambassador does not violate any applicable laws or regulations. LIQUID I.V. reserves the right to accept or reject applications for Ambassadors and terminate its relationships with Ambassadors without notice. LIQUID I.V. will review several criteria to select Ambassadors from the pool of applicants, including but not limited to, audience index, engagement rate, and alignment with LIQUID I.V. core values.

4.Modification of Program.  LIQUID I.V. reserves the right, at its sole and absolute discretion, to change, modify, add to, supplement, suspend, discontinue, or delete any of the terms and conditions of this Agreement and review, improve, modify or discontinue, temporarily or permanently, the LIQUID I.V. Ambassador Program or any content or information submitted through the Site at any time, effective with or without prior notice and without any liability to LIQUID I.V.. LIQUID I.V. may also impose limits on certain features or restrict your access to part or all of the Site without notice or liability. In the event of any retroactive material change to your rights or our specific obligations to you under this Agreement, we will notify you and provide you the opportunity to reject the modified agreement and discontinue your participation as an Ambassador. Your continued participation as an Ambassador following the update to this Agreement constitutes your acceptance of the updated Agreement.

5.Suspension or Termination of Participation in the Program

5.1 SUSPENSION RIGHTS. LIQUID I.V. RESERVES THE RIGHT TO SUSPEND AND/OR TERMINATE YOUR PARTICIPATION AS AN AMBASSADOR AT ANY TIME FOR FAILURE TO ADHERE TO THIS AGREEMENT OR FOR ANY OTHER REASON OR NO REASON AT ALL, WITH NO LIABILITY TO YOU UNDER ANY THEORY OF LAW, INCLUDING TORT OR CONTRACT, AND WITH NO LIABILITY TO YOU FOR ANY TYPE OF DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS.

5.2  No Suspension Notice Requirement. You acknowledge and agree that LIQUID I.V. is not required to provide you notice before suspending or terminating your status as an Ambassador. If your status as an Ambassador  is suspended, terminated, or cancelled, you will have no further rights or benefits as an Ambassador.

5.3 Perpetual Suspension/Termination. If LIQUID I.V. suspends or terminates your status as an Ambassador, you are thereafter prohibited from applying again to be an Ambassador under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party.

5.4 Survival post Termination. Even after your right to serve as a LIQUID I.V. Ambassador is suspended or terminated, this Agreement will remain enforceable against you. LIQUID I.V. reserves the right to take appropriate legal action pursuant to the Agreement.

6 LIQUID I.V.’s Relationship to Ambassadors

Your relationship as an Ambassador does not create an employment relationship with LIQUID I.V.   As such, LIQUID I.V. is not responsible for and will not be liable for tax payments or withholding, including but not limited to unemployment or employment insurance, workplace compensation, pension plan contributions, disability insurance, or any other applicable federal or provincial withholdings in connection with your participation as an Ambassador.

7.Ambassador Representations and Warranties.  In addition to any other representations and warranties contained elsewhere in this Agreement, all Ambassadors represent and warrant that:

• You have the right, authority and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement, and that you will so abide;
• You are at least eighteen (18) years old;
• You have read, understand, and agree to be bound by this Agreement;
• Your performance as an Ambassador will only be conducted in Canada;
• You have a public Instagram account;
• You are enrolled in an undergraduate degree program at a Canadian university or a college certificate program at a Canadian college;
• You will prominently disclose that you have been compensated to post about LIQUID I.V. through up front disclosures, hashtags or other means;
• You will respect the privacy, property, and data protection rights of other Users;
• You will communicate clearly with other social media users and timely fulfill any obligations to post about Liquid I.V. on social media,
• You will act professionally and responsibly in your interactions with others;
• Your actions while serving as an Ambassador are in accordance with all applicable federal, provincial, municipal, or international laws  and the principles of good faith; and
• Other than as fully and promptly disclosed in writing to LIQUID I.V., you do not have any motivation, status, or interest that LIQUID I.V. may reasonably wish to know about in connection with the Ambassador Program, including without limitation, if you are using or will or intend to use the Site for any journalistic, academic, investigative, or unlawful purpose.

8. Unacceptable Actions.  Without limitation, your participation as an Ambassador shall not:
9. defame, abuse, harass, stalk, threaten, intimidate, misrepresent, mislead or otherwise violate the rights (such as, but not limited to, rights of privacy, confidentiality, reputation, and publicity) of others, including Users and LIQUID I.V.;
10. publish, post, upload, distribute or disseminate any profane, defamatory, infringing, obscene or unlawful language, material or information;
11. upload files that contain software or other material that violates the intellectual property rights (or rights of privacy or publicity) of any User, third party, or LIQUID I.V.;
12. upload files or scripts such as Trojan horses, corrupt files, SQL injections, worms, timebombs, cancelbots or any other files or software that may damage LIQUID I.V. or social media users’ computers;
13. advertise or offer to sell any goods or services for any commercial purpose which are not relevant to the Ambassador Program;
14. engage in or encourage activity that is illegal, impermissible under applicable rules and regulations, or deemed dangerous, harmful, or otherwise inappropriate by LIQUID I.V. in its sole discretion;
15. conduct or forward surveys, contests, pyramid schemes, or chain letters;
16. impersonate another person or allow any other person or entity to use your user profile to post or view comments;
17. post or upload any content which you have not obtained the necessary rights and permissions to use;
18. download any file posted by another User that you know, or reasonably should know, cannot be legally distributed;
19. imply or state that any statements you make are endorsed by LIQUID I.V., without the prior written consent of LIQUID I.V.;
20. use a robot, spider, manual, meta tag, “hidden text,” agent, robot, script, and/or automatic processes or devices to data-mine, data-crawl, scrape, collect, mine, republish, redistribute, transmit, sell, license, download, manage or index the Site, or the electronic addresses or personal information of others, in any manner;
21. frame or utilize framing techniques to enclose the Site or any portion thereof;
22. hack or interfere with the Site, its servers or any connected networks;
23. adapt, alter, license, sublicense, or translate the Site for your own personal or commercial use;
24. remove, alter, or misuse, visually or otherwise, any copyrights, trademarks, or proprietary marks or rights owned by LIQUID I.V. and Affiliates;
25. upload content to the Site that is offensive and/or harmful, including, but not limited to, content that advocates, endorses, condones or promotes racism, bigotry, hatred or physical harm of any kind against any individual or group of individuals;
26. upload content that provides materials or access to materials that exploit people in an abusive, violent or sexual manner;
27. solicit for any other business, website or service, or otherwise contact Users for employment, contracting or any purpose not related to use of the Site as set forth herein;
28. collect usernames, email addresses, or other personal information of Users by electronic or other means;
29. use the Site in violation of this Agreement;
30. use the Site in a manner that is false or misleading (directly or by omission or failure to update information), or for the purpose of accessing or otherwise obtaining LIQUID I.V.’s trade secret information for public disclosure or other purposes;
31. register under different usernames or identities after your Ambassador status has been suspended or terminated, or register under multiple usernames or false identities, or register using a false or disposable email or phone number;
32. cause any third party to engage in the restricted activities above; or
33. use tools with the goal of masking your IP address.

9.User Generated Content.

9.1 “User Generated Content” is defined as any information and materials you provide to LIQUID I.V., its agents, Affiliates, and corporate partners, or other Users in connection with your participation as an Ambassador, including without limitation the information and materials posted or transmitted for use in public forums. You are solely responsible for User Generated Content, and we act merely as a passive conduit for your online distribution and publication of your User Generated Content. You acknowledge and agree that LIQUID I.V. is not involved in the creation, development of User Generated Content, disclaims any responsibility for User Generated Content, and cannot be liable for claims arising out of or relating to User Generated Content. Further, you acknowledge and agree that LIQUID I.V. has no obligation to monitor or review User Generated Content but reserves the right to limit or remove User Generated Content if it is not compliant with the terms of this Agreement.

9.2 If a User believes, in good faith, that any User Generated Content provided on or in connection with your participation in the Program is objectionable or infringes any of its rights or the rights of others, the User is encouraged to notify LIQUID I.V.. If a User discovers that User Generated Content promotes crimes against humanity, incites hatred and/or violence, or concerns child pornography, the User must notify LIQUID I.V.. Such notification can be made via email to brandambassador@liquid-iv.ca.

9.3 You agree to only promote LIQUID I.V. and generate any User Generated Content in accordance with the LIQUID I.V. INFLUENCER AND ENDORSER POLICY (“Policy”) appended below in Exhibit A.  All statements on social media should include the disclosures in the Policy.  You agree to take down or remove any that do not.

10.Intellectual Property Rights of LIQUID I.V..

10.1

Rights in Proprietary Materials. All text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, typefaces and other content, including LIQUID I.V. designs, trademarks, and logos (collectively “Proprietary Material” ) that social media users see or read through the Site or in any of the Ambassador’s social media posts is owned by LIQUID I.V., excluding User Generated Content, which Users hereby grant LIQUID I.V. a license to use as set forth in Section 16. Proprietary Material is protected in all forms, media, and technologies now known or hereinafter developed. LIQUID I.V. owns all Proprietary Material, as well as the coordination, selection, arrangement and enhancement of such Proprietary Materials. The Proprietary Material is protected by laws governing copyright, patents, and other proprietary rights. Users may not copy, download, use, redesign, reconfigure, or retransmit anything from the Site without LIQUID I.V.’s express prior written consent and, if applicable, the consent of the holder of the rights to the User Generated Content. Any use of such Proprietary Material other than as permitted herein is expressly prohibited.

10.2

Service Marks and Trademarks. The service marks and trademarks of LIQUID I.V., including without limitation LIQUID I.V. and associated logos, are service marks owned by LIQUID I.V.. Any other trademarks, service marks, logos and/or trade names appearing via the Site are the property of their respective owners. LIQUID I.V.’s proprietary marks and logos are not available for use by Ambassadors or Businesses. You may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner.

11.Copyright Complaints and Copyright Agent.  LIQUID I.V. respects the intellectual property of others and expects Users to do the same. If you believe, in good faith, that any materials provided on or in connection with the Site infringe upon your copyright or other intellectual property right, please send the following information to LIQUID I.V. at brandambassador@liquid-iv.ca:

• A description of the copyrighted work that you claim has been infringed, including the URL (Internet address) or other specific location on the Site where the material you claim is infringed is visible. Include enough information to allow LIQUID I.V. to locate the material, and explain why you think an infringement has taken place;
• A description of the location where the original or an authorized copy of the copyrighted work exists—for example, the URL (Internet address) where it is posted or the name of the book in which it has been published;
• Your name, address, telephone number, and e-mail address;
• 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;
• A statement by you, made under penalty of perjury, that the information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and
• Your electronic or physical signature as the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.

12.Media and User Generated Content License.

12.1

License Grant. To the extent permitted by law, you hereby grant LIQUID I.V. a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully-paid, unrestricted, sublicensable (through multiple tiers), transferable right to exercise all copyrights, publicity rights, and any other rights you have in (1) your User Generated Content and (2) any videotape, film, recording, photograph, voice, or any instrumental, musical, or other sound-effects that you provide to LIQUID I.V. (collectively, “Media” ) in exchange for use of the Site, in any media now known or not currently known in order to market, operate, and improve upon the Site, including but not limited to the right to the following:

• Use, view, copy, adapt, modify, distribute, license, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such Media or User Generated Content;
• Exhibit, distribute, display, transmit, and broadcast on any and all media (including, without limitation, the internet), any Media or User Generated Content (or portion thereof) or any videotape, film, recording, or photograph (or portion thereof) that such User provides to LIQUID I.V. or that LIQUID I.V. takes of User, and use, reproduce, modify, or create derivative works of such User Generated Content or Media, including such User’s picture, silhouette and other reproductions of their physical likeness (as the same may appear in any still camera photograph and/or motion picture film or video) (collectively the “Physical Likeness”) in any format and through any distribution channels;
• Reproduce in any and all media any recordings of such User’s voice, and any related instrumental, musical, or other sound effects (collectively, the “Voice”), made in connection with the Site or any LIQUID I.V. promotional campaigns;
• Use, and permit to be used, such User’s User Generated Content, Media, Physical Likeness and Voice in the advertising, marketing, and/or publicizing of the Site in any media, in any format and through any distribution channels; and
• Use, and permit to be used, such User’s name and identity in connection with the Site or any LIQUID I.V. promotional campaigns.

12.2

Waiver of moral rights. Further, you hereby waive any and all moral rights in connection with the Media. Each User warrants and represents that they have the lawful authority to grant the rights set out above, and that such rights do not negatively impact any third-party rights. Each User acknowledges that LIQUID I.V. shall not owe any financial or other remuneration for using the User Generated Content, Media, Physical Likeness, or Voice provided hereunder by such User, either for initial or subsequent transmission or playback.

12.3

Media Indemnification. you hereby indemnify, defend and hold harmless, LIQUID I.V. and its Affiliates from against any claim, liability, or cause of action, whether now known or unknown, including without limitation, for defamation, malicious falsehood, invasion of right to privacy, data protection, publicity or personality or any similar matter, or based upon or relating to the use and exploitation of such User’s identity, User Generated Content, Physical Likeness, Media, or Voice in connection with the Site.

13.No Agency; No Employment.  No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this Agreement.

14.No Rights of Third Parties.  The provisions of this Agreement are for the sole benefit of LIQUID I.V., its Users, and their permitted successors and assigns, and they will not be construed as conferring any rights to any third party (including any third party beneficiary rights except as set forth in Section 27) or to give any person or entity other than the User any interest, remedy, claim, liability, reimbursement, claim of action or any other claim of action with respect to or in connection with any agreement or provision contained herein or contemplated hereby. None of the terms of this Agreement are enforceable by any persons who are not a party to this Agreement.

15.Disclaimer of Warranties.

15.1 THE TECHNOLOGY OF THE SITE IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, GOOD AND WORKMANLIKE SERVICES, AND NON-INFRINGEMENT. LIQUID I.V. MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT PROVIDED THROUGH THE SITE OR THE CONTENT OF ANY SITES LINKED TO THE SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY IN CONTRACT, WARRANTY, OR IN TORT FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (III) ANY ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; AND (IV) EVENTS BEYOND OUR REASONABLE CONTROL.

15.2 LIQUID I.V. does not warrant, endorse, guarantee or assume responsibility for any service advertised or offered by a third-party through the Site or any hyperlinked website or featured in any banner or other advertising, and LIQUID I.V. will not be a party to or in any way be responsible for any transaction between you and other Users, or you and third-party providers of products or services. Without limiting the foregoing, LIQUID I.V. and Affiliates do not warrant that access to the Site will be uninterrupted or that the Site will be error-free; nor do they make any warranty as to the results that may be obtained from the use of the Site, or as to the timeliness, accuracy, reliability, completeness or content of any Engagement, service, information or materials provided through or in connection with the use of the Site. LIQUID I.V. and Affiliates are not responsible for the conduct, whether online or offline, of any User. LIQUID I.V. and Affiliates do not warrant that the Site is free from computer viruses, system failures, worms, trojan horses, or other harmful components or malfunctions, including during hyperlink to or from third-party websites. LIQUID I.V. and Affiliates will implement appropriate technical and organizational measures to ensure a level of security adapted to the risk for any personal information supplied by you.

16.No Liability

You acknowledge and agree that LIQUID I.V. is only willing to engage you as an Ambassador if you agree to certain limitations of our liability to you and third parties. Therefore, you agree not to hold LIQUID I.V. and Affiliates, or their corporate partners, liable for any claims, demands, damages, expenses, losses, governmental obligations, suits, and/or controversies of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, direct, indirect, incidental, actual, consequential, economic, special, or exemplary, including attorneys’ fees and costs (collectively, “Liabilities” ) that have arisen or may arise, regarding your participation as an Ambassador, including without limitation any Liabilities arising in connection with the conduct, act or omission of any social media users (including without limitation stalking, harassment that is sexual or otherwise, acts of physical violence, and destruction of personal property), any dispute with any social media users, any instruction, advice, act, or service provided by LIQUID I.V. and Affiliates, and any destruction of your User Generated Content.

UNDER NO CIRCUMSTANCES WILL LIQUID I.V. AND AFFILIATES OR THEIR CORPORATE PARTNERS BE LIABLE FOR, AND YOU HEREBY RELEASE LIQUID I.V. AND AFFILIATES AND THEIR CORPORATE PARTNERS FROM ANY DIRECT, INDIRECT, INCIDENTAL, ACTUAL, CONSEQUENTIAL, ECONOMIC, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY LIQUID I.V., THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR ATTORNEYS FEES AND COSTS) ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR PARTICIPATION AS AN AMBASSADOR, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. Some jurisdictions do not allow the exclusion of certain warranties or limitation of incidental or consequential damages; in such cases the above limitations may not apply to you in their entirety but shall be construed to apply to the maximum extent allowed by law.

IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT LIQUID I.V. AND AFFILIATES OR THEIR CORPORATE PARTNERS ARE LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED ONE HUNDRED DOLLARS ($100).

17.Indemnification.  You hereby agree to indemnify, defend, and hold harmless LIQUID I.V. and Affiliates from and against any and all Liabilities incurred in connection with (i) your use or inability to use, or your participation as an Ambassador; (ii) your breach or violation of this Agreement; (iii) your violation of any law, or the rights of any User or third party; (iv) your failure to abide by your representations and warranties in Section 8; (v) any content submitted by you to the Site, including but not limited to the extent such content may infringe on the intellectual rights of a third party or otherwise be illegal or unlawful. You will not, in any event, settle any claim or matter without the prior written consent of LIQUID I.V..

18.Dispute Resolution for Claims by You.  LIQUID I.V. is always interested in resolving disputes amicably and efficiently. If you have any concerns or disputes, please email LIQUID I.V. at brandambassador@liquid-iv.ca. Any dispute raised by you and not resolved by this informal method of resolution shall be settled by binding and confidential arbitration, notice of which must be sent by you to LIQUID I.V., per the Notice provision set forth herein, and describe the nature of the claim and relief sought. If resolution is not reached within sixty (60) calendar days, you or LIQUID I.V. may commence an arbitration proceeding. The arbitration will be conducted in a forum convenient to both parties, and if the claims involved total less than ten thousand dollars ($10,000), such arbitration will be conducted through document submission or telephonic hearing unless otherwise required by law. Arbitration shall be subject to the  Arbitration Act, 1991, SO 1991, c 17.. If the value of the relief sought is ten thousand dollars ($10,000) or less, at your request, LIQUID I.V. will pay all arbitration fees. Notwithstanding the foregoing, LIQUID I.V. may seek injunctive or other equitable relief to protect its rights in any court of competent jurisdiction. YOU ARE HEREBY GIVING UP YOUR RIGHT TO GO TO COURT. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT. Any claims brought by you must be bought in an individual capacity, not as a class member in any representative proceeding. An arbitrator may not consolidate individuals’ claims. The arbitrator will not have authority to award damages in excess of the amount allowed by this Agreement. The arbitrator also shall be authorized to grant any equitable remedy or relief it deems just and equitable and within the scope of the Agreement. All aspects of the proceeding, ruling, decision, or award will be considered confidential between the parties. The arbitration award shall be final and binding upon the parties without appeal or review except as permitted by Ontario law or Canada federal law. This Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, provincial or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. Notwithstanding anything to the contrary herein, any change made to this Arbitration Agreement may be rejected by You within thirty (30) calendar days of such change, and in the event of such rejection, the terms of the original Arbitration Agreement language will apply.

19.Telephone Communications and Agreement to be Contacted 

You acknowledge that by voluntarily providing your telephone number(s), you expressly agree to receive calls or text messages (which may include prerecorded voice messages, and/or autodialed calls) from LIQUID I.V. and Affiliates, or from independent contractors (including other Users) related to promotions, your account, registration, onboarding, upcoming or scheduled Engagements, changes and updates, service outages, follow ups to any push notifications delivered through the Site, any transaction with LIQUID I.V., and/or your relationship with LIQUID I.V.. You acknowledge that automated calls or text messages may be made to your telephone number(s) even if your telephone number(s) is registered on any federal Do Not Call list. You agree that LIQUID I.V. may obtain, and you expressly agree to be contacted at, any email addresses, mailing addresses, or phone numbers provided by you at any time or obtained through other lawful means, such as skip tracing, caller ID capture, or other means. You agree to receive automated calls and text messages from LIQUID I.V. and Affiliates, or from independent contractors (including other Users) even if you cancel your Ambassador status or terminate your relationship with LIQUID I.V., except if you opt-out. You understand that you do not have to agree to receive automated promotional calls/texts as a condition of purchasing or providing any goods or services. Message frequency varies. Carriers are not liable for delayed or undelivered messages. To opt-out, please see the Opt-Out Instructions below.

Your consent to receive automated calls and texts is completely voluntary. You may opt-out at any time. To opt-out of text messages, text STOP to any text message you receive or email brandambassador@liquid-iv.ca and specify that you want to opt out of text messages. You may also text HELP for help. You acknowledge and agree to accept a final text message confirming your opt-out. To opt-out of automated voice calls (not text messages), you must provide LIQUID I.V. with written notice to brandambassador@liquid-iv.ca revoking your consent to receiving automated calls. If written notice to opt out of automated calls or text messages is given by email, you must include your full name, mailing address, account number, and the specific phone number(s) for which you wish to stop automated calls or texts. It is your sole responsibility to notify LIQUID I.V. if you no longer want to receive automated calls or text messages. You waive any rights to bring claims for unauthorized or undesired calls or text messages by failing to opt-out immediately or by failing to follow these instructions. Please allow up to thirty (30) days to process any opt-out request. Please note that if you opt out of automated calls or text messages, we reserve the right to make non-automated calls to you.

There is no fee to receive automated telephone calls or text messages from LIQUID I.V., our agents, affiliates, and independent contractors (including other Users). However, you may incur a charge for these calls or text messages from your telephone carrier, which is your sole responsibility. Check your telephone plan and contact your carrier for details. You represent and warrant that you are authorized to incur such charges and acknowledge that LIQUID I.V. and its agents, affiliates, and independent contractors (including other Users) are not responsible for such charges.

20.Notices and Consent to Receive Notices Electronically. 

You consent to receive any agreements, notices, disclosures and other communications (collectively, “Notices”) to which this Agreement refers electronically, including without limitation by email, push notification, or by posting Notices on the Sites. You agree that all Notices that we provide to you electronically satisfy any legal requirement that such communications be in writing. Unless otherwise specified in this Agreement, all Notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by email, push notification, or other form of electronic messaging; or the day it is shown as delivered by the overnight delivery service’s tracking information, if sent for next day delivery by a recognized overnight delivery service.

If you have any questions about this Agreement or about the Site, please contact us by email at brandambassador@liquid-iv.ca.

You acknowledge that telephone calls to or from LIQUID I.V., together with its agents and Affiliates, may be monitored and recorded for the purposes of quality control and training.

21.Consent to Electronic Signatures.  By participating as an Ambassador, you agree to transact electronically through the Site. You also agree to the following: (i) your electronic signature is the legal equivalent of your manual signature and has the same legal effect, validity and enforceability as a paper-based signature; (ii) your use of a keypad, mouse or other device to select an item, button, icon or similar act/action, constitutes your signature as if actually signed by you in writing; and (iii) no certification authority or other third party verification is necessary to validate your electronic signature, and the lack of such certification or third party verification will not in any way affect the enforceability of your electronic signature.

22.Governing Law.  Except as expressly provided otherwise, this Agreement and your participation as an Ambassador will be governed by, and will be construed under, the laws of the Province of Ontario, without regard to choice of law principles. This choice of law provision is only intended to specify the use of Ontario law to interpret this Agreement and is not intended to create any substantive right to non-Canadians to assert claims under Ontario law whether by statute, common law, or otherwise.

23Exclusive Venue.  Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Site shall be instituted exclusively in the federal courts of the Canada or the courts of the Province of Canada, in each case located in the City of Toronto.

24.General Provisions

24.1 Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

24.2 No Waiver. Failure by LIQUID I.V. to enforce any provision(s) of this Agreement will not be construed as a waiver of any provision or right.

24.3 Entire Agreement. This Agreement constitutes the complete and exclusive agreement between you and LIQUID I.V. with respect to its subject matter, and supersedes and governs any and all prior agreements or communications except as otherwise specified herein. However, this Agreement does not supersede other agreements about other subject matter that you may have with LIQUID I.V., such as agreements pertaining to campus ambassadors or philanthropic community partnerships.

24.4  Severability. The provisions of this Agreement are intended to be interpreted in a manner which makes them valid, legal, and enforceable. In the event any provision is found to be partially or wholly invalid, illegal or unenforceable, (1) such provision shall be modified or restructured to the extent and in the manner necessary to render it valid, legal, and enforceable or, (2) if such provision cannot be so modified or restructured, it shall be excised from the Agreement without affecting the validity, legality or enforceability of any of the remaining provisions.

24.5  Assignment. You hereby acknowledge and agree that we may assign or transfer this Agreement without your consent, including but not limited to assignments: (i) to a parent or subsidiary, (ii) to an acquirer of assets, or (iii) to any other successor or acquirer. Upon the effective date of the assignment of the Agreement, (a) LIQUID I.V. shall be relieved of all rights, obligations and/or liabilities to you arising with respect to events postdating the effective date of the assignment and, (b) the assignee entity shall replace LIQUID I.V. for the performance of this Agreement. This Agreement may not be assigned or transferred by you without the prior written approval of LIQUID I.V.. Any assignment in violation of this Section 32 shall be null and void. This Agreement will inure to the benefit of LIQUID I.V., its successors and assigns.

24.6 Survival. All parts of this Agreement which by their nature should survive the expiration or termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement or your use of the Site.

 

Exhibit A 

 

The LIV Group, Inc. (“LIQUID I.V.”) is committed to transparency and honesty in all advertising messages and promotional communications.  For that reason, LIQUID I.V. has adopted the Influencer and Endorser Policy which applies to all endorsers, talent, influencers, ambassadors and representatives who post or share content, discuss or otherwise promote LIQUID I.V., LIQUID I.V. brands or products, regardless of the channel or medium. 

LIQUID I.V. takes these principles very seriously – failure to appropriately disclose your relationship may jeopardize your participation in current and future LIQUID I.V. campaigns.

 

BE HONEST & ACCURATE:

• All statements should be accurate and supported, as well as reflect your honest beliefs and experiences.
• Always follow usage instructions. Never promote unsafe activities or make false or misleading claims about our products or competing products.

 

 

BE TRANSPARENT ABOUT THE NATURE OF OUR RELATIONSHIP:

• You must disclose your connection to LIQUID I.V., and, ensure that the disclosure you choose accurately describes the nature of the relationship. Pre-approved disclosure options are reflected below.

 

 

Pre-Approved Plain Language Disclosures:	Pre-Approved Short Form/# Disclosures:
Paid relationship:
·       I’ve partnered with LIQUID I.V. to … ·       So excited to work with LIQUID I.V. on … ·       Proud to join the LIQUID I.V. team to … ·       Brought to you by/made possible by LIQUID I.V. ·       Sponsored by LIQUID I.V.	·       #LIQUIDIVPartner ·       #sponsored ·       #ad
Free product, no paid relationship:
·       LIQUID I.V. let me try their product for free … ·       Thanks to LIQUID I.V. for the free product/sample!	·       #freeproduct ·       #freesample
Affiliate Marketing/Commissions from product purchases:
·       I get commissions for purchases made through links in this post. [LINK] ·       I may receive a commission if you buy something mentioned in this post. See more details here [LINK]	·       #sponsored [LINK]

For Content Creators:

If posting on your own channel or tagging or mentioning LIQUID I.V. or LIQUID I.V. products in any way, include disclaimer, as appropriate:

·       I’ve partnered with LIQUID I.V. to … ·       So excited to work with LIQUID I.V. on … ·       Proud to join the LIQUID I.V. team to … ·       Brought to you by/made possible by LIQUID I.V. ·       Sponsored by LIQUID I.V. ·       LIQUID I.V. let me try their product for free … ·       Thanks to LIQUID I.V. for the free product/sample!

·       #LIQUID I.V. Partner ·       #sponsored ·       #ad ·       #GiftedbyLIQUID I.V. ·       #freeproduct ·       #freesample

 

DECLARE THE RELATIONSHIP UP-FRONT:

• Disclosures should appear on every post.
• Disclosures should be clearly visible (without requiring any additional action), easy to read, notice, and understand - across all platforms and all screen sizes – and throughout the consumer’s journey with the content.
• Don’t rely on disclosures made only in your profile or page description. Follow the Disclosure Placement Requirements provided on the next page.

 

Content Type	Disclosure Placement Requirements
Social Media or Blog Post	·       Place disclosures up front, before users can click on, watch or read sponsored content. Users shouldn’t have to scroll or click “more” to view. ·       Don’t bury disclosures in busy background or images. ·       Place # disclosures before all other #s and links. ·       For lengthy posts or blogs, repeat disclosure any time the brand, product or campaign is mentioned or featured. ·       Any social media communication notifying followers of a new blog post must also include a # or plain language disclaimer describing the relationship.
Video-Only Content	·       Disclosure must appear in video description AND superimposed on screen. ·       For videos shorter than 30 seconds, display disclosure on-screen for 10 seconds at the beginning. ·       For videos longer than 30 seconds, display disclosure again at 30-second intervals. ·       Placement and font size/style/color should ensure it is easy to notice and read.
Audio-Only Content	·       Disclosure must appear in description AND spoken as part of the script. ·       For audio content shorter than 30 seconds, read disclosure at the beginning. ·       For content longer than 30 seconds, repeat disclosure at the end and whenever our brand, product or campaign is mentioned or featured. ·       Cadence and volume should ensure disclosure can be easily heard and understood.
Video and Audio Content	·       Disclosure must appear in the video description AND must be superimposed on the video. If the endorsement is conveyed via audio, then an audible disclosure must be included as well, as described above.
Platform-Specific Additional Instructions
Facebook & Instagram	Tik Tok	SnapChat	Pinterest
Paid Partnership or Sponsored Tag mechanism must be supplemented with a # or plain language disclosure.	Influencers are required to use TikTok’s Branded Content Toggle, which will place the required disclosure at the beginning of the caption.	Paid Partnership or Sponsored Tag mechanism must be supplemented with a # or plain language disclosure.	Disclosure must appear superimposed on the image, prior to clicking.