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Influencer Agreement

TOGGLE INFLUENCER AGREEMENT

This Toggle Influencer Agreement (“Agreement”), is effective by and between Knabble, Inc. (DBA Toggle, Inc.) (“TOGGLE” or the “Company”) and the individuals or entities that have an influencer Statement of Work (“SOW”) with Toggle (each such entity or individual, the “Influencer”) (Company and Influencer may be referred to collectively as the “Parties”). For information on how to become an influencer with Toggle, please contact gearhead@toggle.ai.

This Agreement may be updated from time to time. It is the Influencer’s responsibility to check this Agreement for any updates periodically, as any such updates will become effective automatically. The “last updated” revision noted above indicates when the most recent update took place.

  1. ENGAGEMENT. Company hereby engages Influencer for the limited purpose of positively and accurately promoting, through Influencer’s social media outlets, TOGGLE’s social presence and reach to new audiences. Specifics of the engagement will be further detailed in a relevant SOW.

  2. DELIVERABLES AND REFERRALS. The SOW will specify the deliverables agreed to, referral commissions (if applicable) and other relevant details specific to the relationship between Toggle and the Influencer.

  3. ALLOWED CHANNELS. The SOW will detail the channels of distribution the Influencer will be permitted to use. All Influencers are prohibited from keyword bidding on the following terms and their misspellings: toggle, toggle.ai, toggle website, toggle app, toggle finance, toggle toggle, toggle copilot, toggle global, www.toggle, toggle ai, toggle button, toggle sign in, toggle contact, toggle login, toggle artificial intelligence, toggle blog, toggle daily brief, toggle insight, toggle pro, toggle stocks, toggle investing.

  4. GENERAL INFLUENCER OBLIGATIONS.

  • No Inappropriate Content. As an Influencer for the Company, any promotion, campaign, publication, media, or other user-facing information used by the Influencer related to the Company or this Agreement (each a “Campaign”) shall not be placed anywhere or in any context with inappropriate content, which includes, but is not limited to, content that (i) is libelous, or defamatory, or false; (ii) is otherwise expressly prohibited by federal or state law, or fails to comply with guidelines promulgated by regulations applicable to Company such as those from FINRA, SEC, CFTC, and FTC; (iii) willfully infringes on the trademark, copyright, or intellectual property rights of a third party; (vi) introduces viruses, worms, harmful code and/or Trojan horses on the Internet; (vii) is not fair or appropriately balanced; (viii) is unclear or misleading; (ix) does not provide balanced treatment of the potential risks and benefits of investing; (x) does not consider its intended audience; (xi) makes any false, exaggerated, unwarranted, or promissory statement or claim; (xii) predicts or projects investment performance; (xiii) implies that past investment will recur; (xiv) recommends a stock, security, investment, or investment product. Influencer agrees to an established process to immediately acknowledge receipt of an escalation about an advertisement that does not comply with the content requirements in this Agreement and promptly (within 24 hours) provide an explanation to the Company as to the placement of a particular piece of content in a particular location, medium, format, place, or similar. Influencer warrants that it has the requisite expertise, skills, knowledge, and experience in place to sufficiently comply with the content requirements in this Agreement, and Influencer will proactively seek advice and guidance from the Company should Influencer have questions or problems with the content requirements in this Agreement.

  • Disclosures, FTC Compliance, Email Use.

  • When publishing posts/statuses about Company’s products or services, Influencer must clearly disclose his/her “material connection” with Company, including the fact that Influencer was given any consideration, was provided with certain experiences or is being paid for a particular service. The above disclosure should be clear and prominent and made in close proximity to any statements that Influencer makes about Company or Company’s products or services.

  • Please note that this disclosure is required regardless of any space limitations of the medium (e.g., Twitter) and where the disclosure can be made via Hashtags (e.g., #ad). Influencer’s statements should always reflect Influencer’s honest and truthful opinions and actual experiences. Influencer should only make factual statements about Company or Company’s products which Influencer knows for certain are true and can be verified.

  • Influencer will comply with the FTC’s Endorsement Guides located at https://www.ftc.gov/tips-advice/business-center/guidance/ftcs-endorsement-guides-what-people-are-asking, with respect to any endorsements made as part of its deliverables under this Agreement and any SOW, including, without limitation, properly disclosing that Influencer receives consideration for reviewing, promoting and/or recommending a product or service or engaging in any type of influence marketing.

  • Influencer represents and warrants that, with respect to email campaigns transmitted by Influencer for Company in connection with any Campaign, Influencer shall at all times maintain strict compliance with the CAN-SPAM Act of 2003 (“CAN-SPAM”), California’s Anti-Spam Act, Cal. Bus. & Prof. Code §§ 17529 et seq. (“California’s Anti-Spam Act”), Canada’s Anti-Spam Law (“CASL”), the Federal Communications Commission’s (“FCC”) rules and orders regulating the transmission of commercial email to wireless devices, and all other applicable federal, state, local and international laws and regulations. In addition, without limiting the foregoing, Influencer agrees that it will comply with the following requirements. If Influencer uses a third party to transmit email on its behalf, then that third party and Influencer will be treated as one and the same for purposes of this Agreement.

  1. TERMINATION. Either party may terminate SOWs upon five (5) days prior written notice, for any reason. In addition to any right or remedy that may be available to Company under this Agreement, any SOW, or applicable laws, in the event that Influencer has breached this Agreement or the terms of any relevant SOW, Company may (i) immediately suspend, limit or terminate Influencer’s access to any Company account and/ or (ii) instruct Influencer to cease all promotional activities or make clarifying statements. Influencer shall immediately comply with any such requests. Termination of any SOW or the relationship between an Influencer and the Company does not terminate the obligations of confidentiality noted below. Additionally, any right or obligation of the Parties in this Agreement or SOW which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement or SOW, will survive any such termination or expiration.

  2. CONFIDENTIALITY AND EXCLUSIVITY. During the course of Influencer’s performance of services for Company, Influencer may receive, have access to and create documents, records and information of a confidential and proprietary nature to Company and customers of Company. Influencer acknowledges and agrees that such information is an asset of Company or its clients, is not generally known to the trade, is of a confidential nature and, to preserve the goodwill of Company and its clients must be kept strictly confidential and used only in the performance of Influencer’s duties under this Agreement. Influencer agrees that he/she will not use, disclose, communicate, copy or permit the use or disclosure of any such information to any third party in any manner whatsoever except to the existing employees of Company or as otherwise directed by Company in the course of Influencer’s performance of services under this Agreement. Upon termination of this Agreement or upon the request of the Company, Influencer will return to Company all of the confidential information, and all copies or reproductions thereof, which are in Influencer’s possession or control.

  3. COMPENSATION. The compensation structure for the Influencer shall be defined in a relevant SOW.

  4. INDEPENDENT CONTRACTORS. Influencer is an independent contractor (not an employee or other agent) solely responsible for the manner and hours in which the deliverables are performed, is solely responsible for all taxes, withholdings and other statutory, regulatory or contractual obligations of any sort (including, but not limited to, those relating to workers’ compensation, disability insurance, Social Security, unemployment compensation coverage, the Fair Labor Standards Act, income taxes, etc.), and is not entitled to participate in any employee benefit plans, fringe benefit programs, group insurance arrangements or similar programs of Company. Influencer will ensure that its employees, contractors and others involved in the Services, if any, are bound in writing to the foregoing, and to all of Influencer’s obligations under any provision of this Agreement, for Company’s benefit and Influencer will be responsible for any noncompliance by them. Influencer agrees to indemnify Company from any and all claims, damages, liability, settlement, attorneys’ fees and expenses, as incurred, on account of the foregoing or any breach of this Agreement or any other action or inaction by or for or on behalf of Influencer.

  5. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties regarding the subject matter hereof and supersedes all prior agreements, amendments, understandings and negotiations regarding the same. This Agreement may not be changed, modified, amended or supplemented except by a written instrument signed by both Parties hereto.


Last Updated: Feb 1, 2022