Inmar Brand Promotional Platform Terms

These Inmar Brand Promotional Platform Terms (“Terms”) shall govern the provision of promotional services between Inmar Brand Solutions, Inc. (“Inmar Brand Solutions”), a North Carolina corporation, and the client (“Client”) identified on an applicable Order Form for promotional services

Services. Client and Inmar Brand Solutions will negotiate and sign an “Order Form” for promotional services and offers (“Services”) to be provided by Inmar Brand Solutions and its affiliates (“Inmar”) in support of either (i) Client’s products or services or (ii) to the extent Client is acting as an agent for a third-party brand owner (“Brand Owner”), in support of Brand Owner’s products or services.
Personally Identifiable Information. Inmar agrees to use, disclose, and maintain all consumer personally identifiable information ("PII") received by Inmar as part of the Services in compliance with the terms hereof and all applicable privacy or data protection laws and to only use and disclose such PII as necessary to provide the Services. Inmar agrees to retain or disclose such PII only as necessary to provide the Services, as permitted by law, or as may be necessary for the operation and support of the Services
Fees. Client agrees to pay Inmar the fees agreed to in the Order Form and as otherwise indicated herein for the particular Services. Unless otherwise stated in the Order Form, Client agrees to pay Inmar invoices within thirty (30) days of the Inmar invoice date. All invoices not paid by Client by the Inmar invoice due date are subject to a past due charge of one and one-half percent (1½%) per month or the maximum rate permitted by law. In the event that any Inmar invoice is collected by or through an attorney or collections agent, Inmar shall be entitled to recover reasonable attorneys’ fees and the cost of collection.
Termination.
a) An Order Form may be terminated by a party for cause immediately by written notice upon the occurrence of any of the following events: (a) if the other party commits a material breach of its obligations under an Order Form and fails to cure that breach within thirty (30) days after receiving written notice of the breach; (b) if Client fails to make any payment due to Inmar and such nonpayment continues for a period of ten (10) days after receipt of written notice from Inmar; or (c) if the other party becomes insolvent or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding.
b) The termination of an Order Form will not affect any payment or performance obligation accruing or arising prior to such termination. In the event of termination of an Order Form, no refund shall be available or due with respect to amounts properly billed to and paid by Client prior to such termination.
Confidentiality. The parties shall each keep confidential any Confidential Information, except that the receiving party may disclose Confidential Information to its professional advisors and those persons who need to know such Confidential Information in connection with providing the Services, provided such parties are instructed to maintain the confidentiality of the Confidential Information. The term “Confidential Information” will mean proprietary and confidential information belonging to a party, including, without limitation, all documentation, specifications, surveys, design concepts, trade secrets, internal reports and communications; sales information, marketing information and promotional plans; the fees for Services; marketing techniques, marketing plans, mailing lists, purchasing information, price lists, pricing policies, quoting procedures, financial information, customer names, customer data, pricing strategies, and other materials or information relating to the manner in which such party does business; and any other materials or information related to the business or activities of such party which are not generally known to others engaged in similar businesses or activities. Confidential information shall not include information which (a) was already known to the receiving party prior to the time that it is disclosed to such party; (b) is in or has entered the public domain through no breach or other wrongful act of the receiving party; (c) has been rightfully received from a third party without breach; (d) has been approved for release by the disclosing party; or (e) is required to be disclosed pursuant to the final binding order of a governmental agency or court of competent jurisdiction, provided that the disclosing party has been given reasonable notice of the pendency of such an order and the opportunity to contest it. Each party shall promptly, as of the termination or expiration and upon request of the other party, return to the other party or destroy any such Confidential Information that is written or in tangible form (including, without limitation, all copies, summaries, and notes of contents thereof).
Intellectual Property. Each party shall own and continue to own all rights it may have in intellectual property developed, invented, gathered, or created by it before or during the term of an Order Form. Except for the license grants set forth herein, an Order Form shall not be construed to grant to either party any right, title, or interest in any intellectual property rights owned by the other party. Without limiting the foregoing, all intellectual property rights, title, and interest in the methodology, technology, and know-how that Inmar uses to fulfill its obligations under an Order Form, including all enhancements and improvements thereto, are and shall remain the exclusive property of Inmar.
Data Usage. Data collected or generated by Inmar pursuant to an Order Form and held by Inmar in a form that is identifiable to Client or Brand Owner shall be and shall remain the property of Client ("Client Data"). Inmar shall have a perpetual, royalty-free, non-exclusive license to use Client Data pursuant to an Order Form, and to aggregate, or otherwise manipulate, or create derivative works from, Client Data in a form that is not identifiable to Client. Client agrees that it will not disclose or transmit any data generated by Inmar in the performance of an Order Form to any third party without the prior written consent of Inmar.
Data Portal. Inmar may provide Client with a web-based reporting portal with proprietary data access (“Data Portal”). Client shall not grant access to the Data Portal to any third party. If Client desires for a third party to have access to the Data Portal, Client may make a request to Inmar in writing, and Inmar may grant the third party such access at its sole discretion.
Client Materials License. Client, either for itself or on behalf of Brand Owner, hereby grants to Inmar a non-exclusive, royalty-free license to reproduce, display, incorporate into other materials, distribute (and, as applicable, digitally transmit) and otherwise use all client materials, including, without limitation, any logos or other trademarks provided by Client (“Client Materials”), for purposes of accomplishing the Services. Client warrants that it has all necessary rights in the Client Materials that it provides to Inmar, and that Inmar's exercise of the licenses granted in this paragraph will not infringe the intellectual property rights of any third party.
Notices. Any notice required or permitted herein shall be in writing and shall be sent by a recognized commercial overnight courier, or mailed by certified mail, return receipt requested, addressed, if to Client, to the Client contact at the address on the signature page of an Order Form, with a copy to Client’s General Counsel at the same address. Additionally, as for notice to Inmar, a copy shall be sent to: Inmar, Inc., 1 W. 4th St., Suite 500, Winston-Salem, North Carolina 27101, Attn: General Counsel.
Representations and Warranties. Each party hereby represents and warrants that: (i) it is duly organized and validly existing under applicable law; (ii) it has the requisite power and authority to enter into, execute and deliver an Order Form, and to consummate the transactions contemplated by an Order Form in accordance with its terms. In particular, if Client represents a Brand Owner in connection with an Order Form, Client represents and warrants that it is authorized to act on behalf of Brand Owner with respect to all matters in connection with an Order Form. Client shall be liable for any action of the Brand Owner which would constitute a breach of an Order Form.
Disclaimer of Warranties. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN AN ORDER FORM, INMAR DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICES PROVIDED BY IT, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES THAT MIGHT OTHERWISE BE IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, DATA ACCURACY OR SYSTEM INTEGRATION, ANY IMPLIED WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, AND ANY WARRANTIES ARISING FROM A COURSE OF PERFORMANCE, COURSE OF DEALING, OR TRADE USAGE. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN AN ORDER FORM, THE SERVICES PROVIDED BY INMAR ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, EXEMPLARY, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH AN ORDER FORM, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES, LOSSES, OR COSTS (INCLUDING LEGAL FEES AND EXPENSES), ASSOCIATED WITH OR ARISING FROM LOST TIME, LOST DATA, LOST SAVINGS, PROPERTY DAMAGE, LOST PROFITS, OR LOSS OF GOODWILL, REGARDLESS OF THE FORM OF CLAIM OR ACTION, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES, OR COSTS.
Limitation. Unless otherwise limited herein, the liability of a party under an Order Form or otherwise, regardless of the form of claim or action, will not exceed the fees actually paid by Client or payable to Inmar for Services provided by Inmar under an Order Form.
Indemnification. Except as limited herein, each party (the “Indemnitor”) agrees to defend, indemnify, and hold harmless the other party (the “Indemnitee”) and its officers, directors, and employees from and against any and all damages, losses, costs and expenses (including reasonable attorneys’ fees), judgments, and liabilities (collectively, “Expenses”) that (i) are made against or incurred by the Indemnitee in connection with a third party claim and (ii) arise out of or relate to acts or omissions of the Indemnitor in the performance of an Order Form that constitute gross negligence or willful misconduct on the part of the Indemnitor, so long as such Expenses are not primarily caused by the Indemnitee, its officers, directors, or employees.
Inmar Indemnification. Inmar shall defend, indemnify, and hold harmless Client and its officers, directors, and employees from and against any and all Expenses that are made against or incurred by Client in connection with third party claims of infringement of copyright, trademark, or patent based solely and exclusively on Client’s use of products as provided or Services as delivered by Inmar under an Order Form, to the extent that such products or Services are used by Client in accordance with the terms and conditions of an Order Form and to the extent that such products or Services are not modified by Client or any third party. Inmar shall not have any liability to Client for any infringement or other violation of a third party right that is based in any way upon (i) the use of the product or Services in combination with other components or software not furnished by Inmar; (ii) the use of the product or Services after Client has received notice of such infringement or other violation, and Inmar has offered a replacement, modification or refund therefor, or (iii) compliance with an industry standard or communication protocol.
Client Indemnification. Client shall defend, indemnify, and hold harmless Inmar and its officers, directors, and employees, and its parent, subsidiaries and affiliates, from and against any and all Expenses in connection with any third-party claim arising from or related to (a) Client’s failure to ensure each Client offer is lawful and compliant with applicable laws, rules and regulations, (b) Inmar’s publication, copying, display or distribution of any Client Materials, including Expenses related to infringement of any third party’s copyright, trademark or other intellectual property right, (c) any products or services offered or sold by Client or Brand Owner, or (d) any errors or omissions with respect to any Client Materials or any content approved by Client.
Indemnification Condition. The indemnification obligations are conditioned upon (a) the Indemnitee providing the Indemnitor written notice of any claim or cause of action upon which the Indemnitee intends to base a claim of indemnification hereunder, (b) the Indemnitee providing reasonable assistance and cooperation to enable the Indemnitor to defend the action or claim hereunder, and (c) the Indemnitee refraining from making prejudicial statements associated with such claim without the prior written consent of the Indemnitor.
Governing Law and Jurisdiction. An Order Form shall be deemed to have been executed in Winston-Salem, Forsyth County, North Carolina and shall be governed by and construed in accordance with the laws of the State of North Carolina, without reference to the conflict of laws rules of such state. The parties hereto irrevocably agree that any legal action or proceeding with respect to an Order Form shall be brought exclusively in the courts in the State of North Carolina, and further agree to submit to the jurisdiction and venue of such courts.
Entire Agreement. An Order Form, together with these Terms, sets forth the entire understanding and agreement of the parties with respect to the subject matter hereof.
Modification. No part of an Order Form may be modified except by mutual agreement of the parties in writing.
Force Majeure. A party shall not be considered in default or liable for fees and/or Expenses, for any failure to perform occasioned by an act of God, force of nature, physical casualty, accident, war or war-like activity, civil commotion, labor dispute, transportation delays, government action or other cause beyond the reasonable control of that party. Each party will promptly notify the other party of the occurrence of any Force Majeure that may affect its performance.
Waiver. Failure of either party to enforce a specific provision of an Order Form shall not constitute waiver of such provision or of any other provision of an Order Form. No waiver of any of the provisions of an Order Form shall be deemed to be or shall constitute a waiver of any other provision of an Order Form, whether or not similar, nor shall any waiver by either party of any default hereunder constitute a waiver of subsequent defaults of the same or different kind. No waiver of any provision of an Order Form shall be binding on the parties hereto unless it is executed in writing by the party making the waiver.
Severability. If any term is held to be invalid, void, or otherwise unenforceable by any court of competent jurisdiction, that holding shall in no way affect the validity or enforceability of any other term or condition unless enforcing the balance would deprive either party of a fundamental benefit of its bargain.
Relationship of the parties. Inmar shall act as an independent contractor in the performance of the Services, and nothing herein shall be construed to create a partnership or joint venture between Inmar and Client.
Assignment. Except as specifically permitted herein, a party’s obligations may not be assigned without the prior written consent of the other party, such consent not to be unreasonably withheld

(Last Update: May 15, 2020)

Conversational Commerce / Digital Rebate / Direct to Card Coupon /
Receipt Reward / Social Media Influencer / Sweepstakes/ Regulated Products Addendum to Follow

The following Terms apply if the particular Services are being provided under an Order Form.

SECTION 1 - INMAR CONVERSATIONAL COMMERCE SERVICE TERMS

To the extent any Order Form includes Conversational Commerce Services, this Section will apply.

Conversational Commerce Services. Inmar will produce a branded digital experience for full deployment. Inmar will design and build one or more Bots as mutually agreed upon by the parties in an Order Form (the “Program”). “Chatbot” or “Bot” is defined as an Inmar-developed experience capable of messaging back and forth (based on a predetermined script and content to be approved by Client in advance of launch) with consumers who choose to interact with Program content based on ads or other awareness placements. The Bot experience(s) will proceed as directed by Client, subject to any applicable social media website policies. Consumers will be connected to the Bot primarily via ads and signage managed by Inmar, Client or its designee.
Obligations of Inmar (unless otherwise stated in the Order Form).
a) Inmar will develop the Chatbot consisting of the modules included on an Order Form.
b) Inmar will share wireframe comps at least thirty (30) business days prior to Program launch for approval by Client or its designee.
c) Inmar will share the Bot experience at least five (5) business days prior to Program launch for final approval by Client. Inmar will register and host the entire experience on its cloud infrastructure, and support the application during the course of the Program running on a schedule to be determined in writing by the parties.
d) If requested by Client in an Order Form, Inmar will provide code to start the Chatbot and track the source of traffic for external sources prior to launch of the Program.
e) Inmar will complete quality assurance in accordance with its standard testing practices, which includes internal lab testing and limited production testing prior to public launch.
f) If requested by Client in an Order Form, Inmar will provide user support during the course of the Program.
g) At the conclusion of the Program, the date of which will be clearly disclosed to consumers in advertising materials, Inmar will decommission the Bot experience for the Program such that users will not be able to interact with the Bot, and any outstanding unclaimed offers will expire unless otherwise directed by separate extension contract.
h) Inmar will provide a summary of data analytics it collects over the course of the Program based on key performance indicators determined by the Program, and will include: engagement click through rate (“CTR”), conversions from Bot conversations, and user activations.
i) Inmar will provide data analytics to Client on a bi-weekly basis.
j) If requested by Client in an Order Form, Inmar will create and execute paid advertising integrated with the Chatbot on behalf of Client.
k) Inmar will manage disbursements of rewards as agreed upon with Client. Client understands that any requests to increase budget or extend an offer must be made at least 2 business days in advance or a disruption to the offer may occur.
Obligations of Client (unless otherwise stated in the Order Form).
a) Client or its designee will provide Inmar all Client Materials required to produce the consumer experience and interface subject to the Program timeline to be determined in writing by the parties. Client understands that delayed delivery of necessary materials could impact delivery date. Client agrees to the following specifications:
i. Logo on transparency. (PNG, EPS, or SVG is best)
ii. High resolution product photography (1200px or higher in landscape format)
iii. Brand / campaign collateral for reference. (Optional but helpful)
b) Client will provide Inmar with any required administrative privileges to social and/or ad accounts.
c) Client will provide approval of content and user experience prior to launch based on a mutually agreed timeline.
d) Client will provide the necessary copy to configure the Chatbot based on a mutually agreed timeline.
e) Client understands that changes to the structure, flow, or expected operation of the Chatbot could affect the timeline and budget of the Program.

SECTION 2 - INMAR DIGITAL REBATE OFFER TERMS

To the extent any Order Form includes a Digital Rebate Offer, this Section will apply.

Rebate Fees and Security Deposit.
a) Client agrees to pay Inmar for all rebate amounts paid, fees, charges, or other amounts due from Client under this Order Form (“Client Obligations”) by the due date referenced on the invoice to Client;
b) Inmar shall provide Client with weekly invoices for Client Obligations;
c) Prior to the publication of any Rebate Offer, Client shall provide Inmar with a security deposit of an amount not less than the maximum anticipated Rebate Offer redemption volume for thirty (30) days, or as otherwise agreed upon by the Parties (“Security Deposit”). Further, if at any time the Security Deposit balance is insufficient to cover Client Obligations that are due, Client agrees, upon request of Inmar, to provide Inmar with additional Security Deposit funds within five (5) business days of the receipt of a request from Inmar;
d) The Security Deposit shall be returned to Client, at the direction of the Client, upon either: (a) completion of all Rebate Offer redemptions and payment of all Client Obligations due, or (b) one hundred and eighty (180) days following the termination or expiration of this Agreement and payment of all Client Obligations due; and
e) Client and Inmar agree that upon written confirmation of the parties, the Security Deposit may be applied against the final invoice for any outstanding Client Obligations, with any net remainder returned to the Client.
Digital Rebate Services. Inmar shall provide Client with the following digital rebate services on a timely basis if Client completes all required fields of the Digital Rebate Services Offer Details section of an Order Form:
a) Receive requests from Client via an Order Form containing the detailed parameters of each digital rebate offer that Client wishes Inmar to process (each, a "Rebate Offer"), including all information necessary for Inmar to validate redemption requests (such information, collectively, the "Offer Parameters"), such as the expected distribution channels for the Rebate Offer, the dates when the Rebate Offer is valid, the geographic locations where the Rebate Offer should be offered, the Inmar Platforms through which the Rebate Offer should be published by Inmar, any redemption limits for the Rebate Offer, the product(s) covered by the Rebate Offer, other terms and restrictions applicable to the Rebate Offer (e.g., age requirements for the submitter), and all other information as specified by Client necessary for validation of Submissions by Inmar.
b) Publish Rebate Offers within Inmar's available digital platforms (e.g., SWIZL™ and/or Gratafy® platforms) text/SMS, and/or other online or mobile platforms (each, an "Inmar Platform" and collectively the "Inmar Platforms"). Inmar may suspend publication of, or remove from publication, any Rebate Offer at any time for good cause, including, without limitation, if (i) the Rebate Offer contains an error, or (ii) continued publication of the Rebate Offer could result in (a) violation of applicable law, (b) infringement of a third party's intellectual property or other proprietary right, (c) improper function of the Rebate Offer, (d) material adverse impact to Inmar's brands or reputation, (e) problems with respect to the redemption of the Rebate Offer, including, without limitation, a retailer system or Client agent technical issue or potentially fraudulent redemption issue, (f) the Rebate Offer exceeding the redemption limits provided in the Offer Parameters by Client, or (g) exposure of Inmar or its agents to liability. In the event of such suspension or removal, Inmar shall promptly notify Client of such action.
c) Receive rebate redemption requests from submitters (each a "Submission") as specified by the applicable Offer Parameters for each Rebate Offer.
d) Process each Submission as instructed by Client during Rebate Offer setup.
e) Audit each Submission for compliance with the Offer Parameters provided by Client for the Rebate Offer. Inmar will use commercially reasonable efforts to identify evidence of fraud within each Submission.
f) Prepare and release rebate rewards payable to submitters of compliant Submissions in accordance with the Offer Parameters.
g) Provide notice to submitters of invalid Submissions, as specified in the Offer Parameters or as otherwise instructed by Client.
h) Provide Inmar's standard marketing and financial reports to Client. A list of standard reports can be found on the Data Portal as defined below. Any additional reports requested by Client that require additional programming and/or manual labor will be subject to additional fees.
i) Provide customer service to Client and to submitters, as applicable.
j) Inmar reserves the right to reject any request from a Client to operate a Rebate Offer from Client for any reason and at any time prior to publication of such Rebate Offer. In the event of such rejection, Inmar shall promptly notify Client of such action.
Obligations of Client. Client agrees as follows:
a) Rebate Fees and Security Deposit
i) Client agrees to pay Inmar for all rebate amounts paid, fees, charges, or other amounts due from Client under this Order Form (“Client Obligations”) by the due date referenced on the invoice to Client.
ii) Inmar shall provide Client with weekly invoices for Client Obligations.
iii) Prior to the publication of any Rebate Offer, Client shall provide Inmar with a security deposit of an amount not less than the maximum anticipated Rebate Offer redemption volume for thirty (30) days, or as otherwise agreed upon by the Parties (“Security Deposit”). Further, if at any time the Security Deposit balance is insufficient to cover Client Obligations that are due, Client agrees, upon request of Inmar, to provide Inmar with additional Security Deposit funds within five (5) business days of the receipt of a request from Inmar.
iv) The Security Deposit shall be returned to Client, at the direction of the Client, upon either: (a) completion of all Rebate Offer redemptions and payment of all Client Obligations due, or (b) one hundred and eighty (180) days following the termination or expiration of this Agreement and payment of all Client Obligations due.
v) Client and Inmar agree that upon written confirmation of the parties, the Security Deposit may be applied against the final invoice for any outstanding Client Obligations, with any net remainder returned to the Client.
b) Client shall complete the Digital Rebate Services Offer Details section of an Order Form providing Inmar with detailed Offer Parameters for each Rebate Offer. Client will specify all information necessary for Inmar to validate the compliance of Submissions with the terms of the Rebate Offer. Client shall fully fund all Rebate Offers prior to release of Rebate rewards to submitters.
c) Client acknowledges that it is solely responsible for determining and approving all product photos, logos, advertising copy, terms and conditions, and other textual and graphic content displayed within each publication of a Rebate Offer (collectively, the "Offer Content"). Client will review and approve the applicable Offer Content before a Rebate Offer is published.
d) Client is at all times solely responsible for ensuring that the Offer Parameters for every Rebate Offer are lawful and compliant with all applicable laws, rules, and regulations. Without limiting the foregoing, Client agrees that, to the extent required by applicable law, Client shall ensure that notices of Rebate Offers (including applicable Offer Parameters and Offer Content) are timely provided to any required governmental authorities, and shall otherwise procure such consents, licenses or approvals necessary to publish and process each Rebate Offer (including, as applicable, for publication within Inmar Platforms). Client represents and warrants that it has obtained all valid and sufficient permits, licenses, releases, or approvals required in connection with each Rebate Offer in each state where it instructs Inmar to publish and/or distribute such Rebate Offer and to only request that its Rebate Offers be honored where allowed by law.
e) Client agrees that Inmar or Client may place a Submission into a no-pay status. Inmar and Client will determine final payment decisions in all cases in which Inmar has withheld payment due to (i) suspected misredemption/fraud or (ii) a no pay decision.

SECTION 3 - INMAR DIRECT TO CARD COUPON OFFER TERMS

To the extent any Order Form includes a Direct to Card Coupon Offer, this Section will apply.

Digital Coupon Services. Inmar agrees to perform the following functions on a timely basis if Client completes all required fields of the Direct to Card (“DTC”) Offer Details section of an Order Form:
a) Inmar will work with Client to set-up each new DTC Coupon offer based on the information provided in each Order Form and resolve any discrepancies between the participating retailer(s) and Client.
b) Inmar will notify Client within ten (10) business days that a new DTC Coupon is approved and implemented at a specified retailer.
c) Inmar will manage the Inmar participating network of retailers (“Inmar Retailer Network”) and provide Client with any retail network additions, deletions or changes.
d) Inmar will make available to the Inmar Retailer Network paperless digital coupon content that is sourced directly by Client for display on retailers’ coupon selection page for loading to the shopper loyalty card of such retailers.
e) Inmar will provide Client with reporting data pertaining to Client’s offer details to the extent permitted by the retailer.
Obligations of Client. Client agrees to perform the following functions on a timely basis if Client completes the Direct to Card Offer Details section of an Order Form:
a) Client will provide DTC Coupons to Inmar for placement within the Inmar Retailer Network.
b) Client will accept Inmar reporting as approved by the participating retailer(s).
c) Client will adhere to all offer rules and regulations outlined by manufacturer and retailer and must provide Inmar any terms and conditions as provided by the manufacturer along with any retail participant limitations or geographic constraints.
d) Client, if different than the manufacturer, will notify the manufacturer of liability for offers, which includes distribution, face, and handling charges. Client, if different than the manufacturer, must receive and provide to Inmar proof of such offer approval from the manufacturer accepting such liability in writing or email.
e) Client will ensure all retailer trademarks, logos, copyright materials, and consumer retailer selections are displayed to the consumer according to retailer guidelines. Inmar has the right to audit such activity on behalf of the retailer at any time. In the event of any breach of a retailer’s guidelines, Client must correct and adhere to such guidelines or refrain from the use of such retailer information.
f) Client will submit offer images and text to Inmar for offers included in each Order Form reasonably in advance of the publishing date of each offer to enable Inmar to process and upload offers into the Inmar offer manager within the Data Portal (“Offer Manager Digital Portal”) prior to the DTC Coupon being published and distributed to defined publishing sites. Client represents and warrants that, once Client has submitted artwork for an offer, all artwork and all intellectual property included in such artwork, including, but not limited to, trademarks, logos or copyright materials, have been duly approved and authorized for publication by the appropriate party.
g) Client is at all times solely responsible for ensuring that the offer parameters for every DTC Coupon are lawful and compliant with all applicable laws, rules, and regulations. Without limiting the foregoing, Client agrees that, to the extent required by applicable law, Client shall ensure that notices of DTC Coupons (including applicable offer parameters and offer content) are timely provided to any required governmental authorities, and shall otherwise procure such consents, licenses or approvals necessary to publish and process each DTC Coupon.
h) Client will submit any modifications to any existing Work Order to Inmar, in writing. No verbal modifications or deletions will be accepted by Inmar.

SECTION 4 - INMAR RECEIPT REWARDS OFFER TERMS

To the extent any Order Form includes a Receipt Rewards Offer, this Section will apply.

Receipt Rewards Services. Inmar agrees to perform the following functions on a timely basis if Client completes all required fields of the Receipt Rewards Offer Details section of an Order Form:
a) Inmar will work with Client to set-up each new Receipt Reward offer and advertising promotion based on the information provided in each Order Form.
b) Inmar will notify Client within ten (10) business days that a new Receipt Reward is approved at a specified retailer.
c) Inmar will work with Client on additions, deletions or changes to Client Receipt Reward offers or advertising.
d) Inmar will make available to the Inmar Retailer Network paper receipt advertising and/or coupon content that is sourced directly by Client for display on retailer’s point of sale paper receipts.
e) Inmar will make available to Client reporting data pertaining to each Receipt Reward to the extent permitted by the retailer.
Obligations of Client. Client agrees to perform the following functions on a timely basis if Client completes the Receipt Reward Offer Details section of an Order Form:
a) Client will provide Receipt Reward offer or advertising promotion details to Inmar for placement on participating retailer receipts at the point of sale. Client will adhere to all rules and regulations outlined by the participating retailer and must provide Inmar any terms and conditions as provided by participating retailer, such as participant limitations or geographic constraints.
b) Client agrees that it will receive Inmar’s standard reporting. Any additional reports requested by Client that require additional programming and/or manual labor will be subject to additional fees.
c) Client, if different than the manufacturer, will notify the manufacturer of liability for each Receipt Reward, which includes distribution and processing charges.
d) Client will provide to Inmar coupon offer content and/or copy for particular advertisements on certain retailer customer receipts at the point of sale which includes, but is not limited to, artwork, offer description, and product information for each Receipt Reward included in each Order Form at least (i) twenty-one (21) business days prior to the publishing date of each advertising Receipt Reward or (ii) fifty (50) days prior to the distribution date of each coupon Receipt Reward offer. Client represents and warrants that, once Client has submitted artwork for a Receipt Reward, all artwork and all intellectual property included in such artwork, including, but not limited to, trademarks, logos or copyright materials, have been duly approved and authorized for publication by the appropriate party.
e) Client is at all times solely responsible for ensuring that the offer parameters for every Receipt Reward are lawful and compliant with all applicable laws, rules and regulations. Without limiting the foregoing, Client agrees that, to the extent required by applicable law, Client shall ensure that notices of Receipt Rewards (including applicable offer parameters and offer content) are timely provided to any required governmental authorities, and shall otherwise procure such consents, licenses or approvals necessary to publish and process each Receipt Reward.
f) Client will submit any modifications to any existing Order Form to Inmar, in writing. No verbal modifications or deletions will be accepted by Inmar.
g) Client shall review and approve all bar codes related to each Order Form. Client shall be solely responsible for the completeness and accuracy of each such bar code.

SECTION 5 - INMAR SOCIAL MEDIA INFLUENCER TERMS

To the extent any Order Form includes Social Media Influencer Services, this Section will apply.

Influencer Services. Inmar will utilize “Influencers,” who are independent contractors and not Inmar employees. The parties understand and agree that, as independent contractors, these Influencers may express their opinions, including but not limited to their opinions regarding the products or services of Client in a number of different forums, for which Inmar is unable to exercise control. Influencers will create original advertising content including without limitation text, photos, videos, and/or audio (the “Influencer Content”). Inmar maintains Agreements with these Influencers that require Influencers to comply with applicable laws and regulations. Inmar will also provide the following as part of the Services:
a) Conduct an Influencer selection and approval process. If the Client wishes to participate in the Influencer selection and approval process in any way, the details of such participation, including any additional time periods involved, must be clearly outlined in the applicable Order Form.
b) Notify Influencers that they should only be using original content or content for which they have all necessary permissions.
c) Notify Influencers that they should write about Client or Brand Owner’s products or services only in a truthful manner that represents the Influencers’ actual opinions about the Client or Brand Owner’s products or services, and that they should make no unapproved claims about the Client or Brand Owner’s products or services that require substantiation.
d) Notify Influencers that they must comply with Federal Trade Commission guidance regarding disclosures, including disclosing the material connections with Client and/or Brand Owner created by the Order Form.
e) Notify Influencers that they should not write specifically about any competitive products or services in connection with a particular Order Form.
f) Notify Influencers that they should not disparage any of Client or Brand Owner’s products or services reasonably connected in time with a particular Order Form.
g) To the extent that Client elects to review and approve Influencer Content prior to posting, Inmar will assist Client in the coordination of one (1) round of Influencer Content revision which shall be limited to: (i) factual information regarding the Client, Brand Owner, brand or product; (ii) inappropriate or disparaging mention of product, text or photographs; (iii) mention of competitive products, text or photographs, or (iv) information related to compliance with client-provided guidelines or compliance with any federal, state and local law, rules or industry regulations.
h) Client understands and agrees that it shall not have the right to edit or revise Influencer opinions, photographs, or other subjective information.
i) To the extent any published Influencer Content includes material that Client wishes not to continue to use for any reason, use commercially reasonable efforts (i) to remove such Influencer Content from channels owned or controlled by Inmar and (ii) to assist Client in ensuring that such Influencer Content is removed from channels owned or controlled by the Influencer. The parties understand and agree that Inmar shall have no duty with respect to removal of Influencer Content from channels not owned or controlled by Inmar or Influencer.
j) If requested as part of an Insertion Order, Inmar can provide Client with access to and use of media buys, including targeted advertising, analytics, and attribution on Consumer Social Platforms. “Consumer Social Platform” means the social platforms provided by each of the following: Facebook, Inc.; LinkedIn Corporation; Pinterest, Inc.; Snap, Inc.; and Twitter, Inc.; as well as any other additional social platforms that may be indicated on an Insertion Order. For all Consumer Social Platforms, Client understands and agrees that additional terms and conditions apply and that such Consumer Social Platforms are outside of Inmar’s scope and responsibility. Where Client requests Inmar to purchase media on the Consumer Social Platform as part of an Insertion Order, Inmar will perform such orders acting as agent for Client. Client acknowledges and agrees that each Consumer Social Platform may modify, suspend, or terminate access to, or discontinue the availability of, its targeted advertising services, either in whole or in part, at any time.
Influencer Content License. Client understands and agrees that Influencer is the owner of the Influencer Content and that an Order Form does not grant Client any ownership rights in the Influencer Content or any rights in the Influencer Content beyond the license described herein and as further defined by an Order Form. Client or Brand Owner, as the case may be, will receive a perpetual, worldwide, non-exclusive, non-transferable, sub-licensable license in the Influencer Content to use, modify, reproduce, create derivative works from, transmit, or display on any web pages or social media channels owned or controlled by Client or Brand Owner, provided a proper attribution to the Influencer, or payment as specified in an Order Form, accompanies such usage. Client understands and agrees that the rights granted hereunder are limited to digital channels and that, unless specified in an Order Form, the Influencer Content may not be used by Client or Brand Owner in any print, packaging, out-of-home or other non-digital media or in any manner unless specifically addressed in an Order Form. If Client wishes to obtain additional rights with respect to the Influencer Content, including but not limited to receiving copies of high-resolution images or the transfer of all ownership rights in the Influencer Content, then Inmar, if requested by Client, will utilize commercially reasonable efforts to assist Client, to the extent appropriate in Inmar’s determination, in acquiring such additional rights from the Influencer; it being understood, however, that Inmar shall have no fiduciary duty or other duty to Client or Brand Owner regarding the acquisition of such additional rights from the Influencer.
Client License Grant. Client, either for itself or on behalf of Brand Owner, grants to Inmar and the Influencers, along with Inmar’s affiliates or any entity which Inmar may use to complete the Services, a limited, non-exclusive, revocable, royalty-free right, to reproduce, publish, publicly display and perform, transmit or otherwise use the Client Materials and the contents of any and all advertisements or other promotional materials submitted by Client and necessary to perform the Services, including but not limited to, all trademarks appearing therein, solely in conjunction with performing the Services.
Representations and Warranties. Each party hereby represents and warrants that: (i) it has the right and authority to grant the rights and licenses for the materials provided for use as part of the Services, and that the use of such materials pursuant to the terms of such grant or license will not violate any other party’s intellectual property rights or other rights, including but not limited to rights of privacy or publicity; and (ii) all materials submitted by it to the other party or distributed by it or its agent or assigns will be truthful and not misleading, and will comply and conform in all respects to all applicable federal, state and local laws, regulations and ordinances of any kind, including, without limitation laws prohibiting false, fraudulent, deceptive or misleading advertising and laws prohibiting obscenity, indecency, and child pornography.

SECTION 6 - SWEEPSTAKES/CONTESTS SERVICES

To the extent any Order Form includes sweepstakes or contests (“Sweepstakes Services”), this Section will apply.

Sweepstakes Services shall include any sweepstakes or contest in which Inmar acts as the administrator on behalf of Client. Specific services to be mutually agreed upon may include any or all of the following: concept development, including promotion format, execution, theme and prizes; drafting official rules for the sweepstakes or contest; registration and/or Bonding the sweepstakes or contest with the appropriate authorities to the extent required by applicable law; obtaining pre-approval of official rules by applicable regulatory agencies (i.e., alcoholic beverage, tobacco, CBD, etc.) (“Regulated Products”), as required by applicable law, to the extent the sweepstakes or contest involves Regulated Product licensees; creation and/or hosting of a landing page or online hub for the sweepstakes or contest; creation of collateral materials promoting the sweepstakes or contest; collection and processing of entries; winner selection, verification and notification; drafting and obtaining release forms from winners, which shall include Client as a released party; prize procurement and fulfillment; providing prize winners with tax reporting forms or information, as may be required by law; responding to requests for winner’s lists; and resolution of complaints related to the administration of the sweepstakes or contest, but excluding any complaints relating to Client’s company, brand, products and/or services, for which Client shall be solely responsible. Any Order Form including a sweepstakes or contest must specifically set forth which services Inmar will provide for that sweepstakes or contest and nothing in this Addendum will create any responsibility for Inmar for services not included in the Order Form.
Inmar will provide Client with a draft of the official rules for the sweepstakes or contest, as well as ancillary creative materials (such as wireframes for the associated website). Client will respond within 48 hours of receipt with approval, requested revisions, or a request for more time, or Client will be deemed to have approved the official rules and all such ancillary creative materials. If Inmar makes Client-requested revisions, Client will respond to revised materials within 24 hours of receipt of such revised materials or such revised materials will be deemed approved.
Inmar shall have no responsibility for or obligations related to any statements or materials in connection with a sweepstakes or contest made or created by Client or its agents and not provided by Inmar. Inmar shall have no responsibility for or obligations related to any use by Client or its agents of materials prepared by Inmar in a context different from the context for which the materials were created.
Any information collected from entrants in connection with the sweepstakes or contest shall be owned by Client, whose privacy policy will be referenced in the official rules for the sweepstakes or contest, unless otherwise agreed by the Parties in writing. Inmar shall have the authority to use such information to administer the sweepstakes or contest on Client’s behalf, and for such other uses as may be agreed upon with Client or authorized by entrants.
If Client will want to receive personal information collected from entrants, then the Parties must agree and the Order Form must specify any formatting, timing, content, or other delivery requirements related to the delivery of such personal information to Client. Client represents and warrants that any use of entrants’ personal information shall comply with Client’s privacy policy and applicable law, including, without limitation, honoring opt-out requests.
Sweepstakes Services may be provided in whole or in part by one or more of Inmar’s third-party vendors without notice or identification to Client.
To the extent Client performs any aspects of the Sweepstakes Services itself, Client is solely responsible for same and such services are expressly excluded from any indemnification obligations that Inmar might otherwise have to Client.

SECTION 7 - REGULATED PRODUCTS

To the extent any Order Form involves the promotion of any products containing alcohol, tobacco, CBD, or other substances the promotion or marketing of which may be subject to federal, state and local law, rules or industry regulations (“Regulated Product(s)”), this Section will apply.

Client shall be solely responsible for compliance with all applicable federal, state and local law, rules or industry regulations regarding the Regulated Products.
Client is responsible for ensuring that the Regulated Products being promoted are able to be legally sold to adult consumers in the U.S. and that the Regulated Product labeling and packaging will be compliant with all applicable laws and regulations. Client shall ensure that any and all statements, claims and information appearing on the product labeling and in any Client-owned or Client-approved materials regarding the Regulated Product will be truthful and accurate.
If Social Media Influencer Services are selected on an Order Form, Client may provide Inmar Brand Solutions with information regarding compliance with applicable laws and regulations regarding Regulated Products, and Client may require that Inmar Brand Solutions provide that information to Influencers. The Client may request revisions to Influencer Content prior to or after posting in order to comply with applicable laws and regulations.

End

(Last Update: September 22, 2020)