ATG Buddies LLC Referral Program Terms and Conditions

 

LAST UPDATED: September 8, 2022

PLEASE READ THIS DOCUMENT CAREFULLY.  ATG Buddies, LLC a Delaware limited liability company (“ATG”, “we,” or “us”) is in the business of providing a variety of consumer goods, and understands that you (“you”) are willing to provide promotion and marketing services to ATG in accordance with these ATG Buddies, LLC Referral Program Terms (the “Agreement”). This Agreement is a legal document between ATG and you.  IF YOU DO NOT ACCEPT AND AGREE TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT, INCLUDING LIMITATIONS OF LIABILITY, WARRANTY DISCLAIMERS AND GENERAL HEALTH AND LEGAL DISCLAIMERS, DO NOT ENROLL IN THE REFERRAL PROGRAM.  By enrolling in the program, you consent to receiving this Agreement in electronic form. 

1. Term. This Agreement is effective from the date you are notified of acceptance into the program until terminated as provided for herein ("Term"). 
2. Social Media Posts. During the Term, you may make social media posts ("Posts") on your social media channels, including but not necessarily limited to, Instagram, Instagram Story, Twitter, Facebook, blogs, your websites, YouTube, and Pinterest. The posts will conform to the current guidelines available online HERE. We may also provide you with additional materials, so you can create Posts that achieve the goals of the Campaign (the "ATG Materials"). All Posts will meet the following requirements:

• Your Posts must comply with the Federal Trade Commission's (the "FTC") Guides Concerning Endorsements and Testimonials ("Endorsement Guides"), for which we provide you a link in Exhibit B. You agree to participate in any training we require on our Social Media Endorsement Policy which is designed to ensure compliance with the Endorsement Guides. You must clearly and conspicuously disclose your "material connection" with us, making it clear that you are a paid influencer. You must place the disclosure in plain sight in close proximity to any audio or visual communications that you make about us, our brands, and our products.  You may not bury the disclosure in a link or place the disclosure in a string of hashtags or other disclosures. We require this disclosure regardless of any space limitations of the platform (like Twitter), where you can use hashtags for the disclosure (like #ad or #sponsored). 
• Although we want your Posts to be authentic, your Posts should only include factual statements about ATG and our products which you know for certain are true and ATG can prove or verify. Your Posts should also rely on the ATG Materials to accurately use our trademarks, and describe our products.
• Your Posts will reflect your own honest opinions, beliefs, and experiences.
• Your Posts will be original and created solely by you.
• Your Posts will not include the intellectual property of other parties, including any third-party music, photographs, artwork, trademarks, logos, or slogans.
• Your Posts will not include any person, or personally identifiable information about anyone, other than you.
• Your Posts will comply with the rules of the applicable social media platforms.
• Your Posts will comply with our standards of conduct set out in Exhibit B and any other policies we provide you.
• Your Posts will comply with all applicable laws, rules, and regulations.

3. Reporting of and Monitoring Posts. You will provide notification to ATG on each of your Posts by including the following tags or notifications in each Post, as applicable:  

And use these hashtags wherever possible on the social media platform: 

#ATGequipment  #ad

You understand that we will be monitoring your Posts for compliance with this Agreement. We have the right to address noncompliant Posts by any taking any of the following actions alone or in combination:

1. Requiring you to fix the Post or remove it.
2. Fixing or remove the Post ourselves or through one of our agencies.
3. Withholding payment of the Fee.
4. Terminating the Agreement under Paragraph 11(a) for a material breach.

4. Ownership; Grant of Rights.

1. ATG is and will be the sole and exclusive owner of all right, title, and interest in and to the Posts, including all copyrights and other intellectual property rights therein. We will own each Post as a work made for hire as defined in Section 101 of the Copyright Act of 1976. To the extent any Post does not qualify as, or otherwise fails to be, work made for hire, you hereby (a) assign, transfer, and otherwise convey to us, irrevocably and in perpetuity, throughout the universe, all right, title, and interest in and to the Posts, including all copyrights and other intellectual property rights in them; and (b) irrevocably waive any and all claims you may now or hereafter have in any jurisdiction to so-called "moral rights" with respect to the Posts.
2. We hereby grant you a limited license to use the Posts solely for the purpose of promoting ATG and its products and services.

5. Use of Your Name, Likeness, and Information. You hereby grant to ATG and our affiliates and related entities, and each of our respective direct and indirect successors, licensees, and assigns, the right to use your name, image, likeness, and biographical, professional, and other identifying information (including information you provide to us and any other information about you that is publicly available) (collectively, "Likeness") in connection with the marketing of ATG and its products and services, the Posts, and any derivative works we make from the Posts, including to advertise and promote the same or any product or service that features or includes at least one of the Posts or a derivative work of a Post, in whole or in part. You waive the right to inspect or approve any use of your Likeness as contemplated in this Agreement.

6. Payment. We will pay you as set forth in Exhibit A (the "Fee").

7. Confidentiality. You understand that you may be exposed to information about ATG's products and services, advertising campaign, and marketing and brand strategies and ideas that may not have been disclosed to the public (collectively, the "Confidential Information"). You agree to maintain the confidentiality of all Confidential Information disclosed to you (or which otherwise becomes available to you) in connection with the Campaign, and will hold all Confidential Information in strict confidence. You further agree to refrain from disclosing or using Confidential Information for any purpose other than participating in the marketing and promotion of ATG and its products and services. The obligation to maintain the confidentiality of Confidential Information shall survive termination and continue for five (5) years. 

8. Representations and Warranties. You represent and warrant that you are not a member of SAG-AFTRA.  By providing the Posts to us, you represent and warrant that the Posts: 

1. are your sole and original creation;
2. have not been, and prior to our publication of them will not be, published or otherwise made publicly available, in whole or in part;
3. are not libelous or otherwise defamatory; and
4. do not, and our use or them will not, infringe or otherwise violate any right of any third party, including any copyright, trademark, patent, trade secret, or other intellectual property right, or any right of publicity or privacy.

You further represent and warrant that you are of the age of majority and legally allowed to work and live in the country of your residence and that you will perform your obligations hereunder in a professional, lawful and workmanlike manner.

 

9. Indemnification. You agree to indemnify, defend, and hold harmless ATG and our affiliates and related entities, and our and their respective officers, directors, employees, agents, successors, and assigns, from and against any claims, judgments, damages, liabilities, settlements, losses, costs, and expenses, including attorneys' fees and disbursements, arising from or relating to: (a) any breach by you of your representations or warranties, or other obligations hereunder, and (b) any claim that the Posts provided hereunder or any related intellectual property rights or the exercise of any rights in or to any Posts or related intellectual property rights infringe on, constitute a misappropriation of, or otherwise violate the privacy rights of, or otherwise violate any patent, copyright, trade secret, or trademark of any person or breaches any person' s contractual rights.

10. Termination.  Either party may terminate this Agreement upon at least seven (7) days prior written notice to the other party.  In addition, ATG may terminate this Agreement immediately and without prior notice if you either refuse to or are unable to provide the Posts or are otherwise in breach of this Agreement.

11. Relationship of the Parties.

1. You understand that you are an independent contractor of ATG and this Agreement does not create any association, partnership, joint venture, employee, or agency relationship between you and us for any purpose. You have no authority (and will not hold yourself out as having authority) to bind ATG and will not make any agreements or representations on our behalf without our prior written consent.
2. We are not responsible for withholding or paying any income, payroll, Social Security, or other taxes, making any insurance contributions, including unemployment or disability, or obtaining worker's compensation insurance on your behalf. You are solely responsible for all such taxes and contributions, including penalties and interest. You are not eligible under this Agreement to participate in any of our employee benefits, such as time off, medical, profit sharing, or retirement benefits.

12. Miscellaneous.

1. This Agreement is personal to you. You will not assign or otherwise transfer any of your rights, or delegate, subcontract, or otherwise transfer any of your obligations or performance, under this Agreement. Any attempt to assign, delegate, or transfer in violation of this paragraph is void. ATG may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement. This Agreement is binding upon and inures to the benefit of the parties and their respective permitted successors and assigns.
2. This Agreement is governed by and construed in accordance with the laws of Delaware without giving effect to any conflict of laws provisions that would result in the application of the laws of a different jurisdiction. Each party agrees to institute any legal suit, action, or proceeding arising out of this Agreement or the Posts in the federal or state courts in each case located in Florida. 
3. If any provision of this agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this agreement will continue in full force and effect. This agreement contains the entire agreement between you and ATG on the subject matter hereof and supersedes any oral or written statements made by or to you in connection with the Posts. 
4. You can review the most current version of this Agreement at any time at this page.  We reserve the right, at our sole discretion, to update, change or replace any part of the Agreement by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued participation in the program following the posting of any changes constitutes acceptance of those changes.

 

EXHIBIT A

Fee Terms

“Qualifying Orders” means purchases of ATG product(s) that are made by a method of payment accepted by ATG from customers using your unique coupon code. 

“Net Revenue” means the net sales price (exclusive of sales tax and shipping, payment processing charges, other transaction related expenses, handling, insurance, and transportation costs, and after applying any discounts, credits, rebates, and adjustments) of the Products sold by ATG to customers who purchase using your unique coupon code. 

“Products” means the current ATG products, including the ATG Buddies and Sled Strap. 

The Fee is also only paid if the Qualifying Order is final - any returns will cause that specific Fee to be deducted out of the applicable monthly payouts. ATG will pay the Fee earned for the prior month on the 1st business day of the next month by wire transfer. The Fee will be calculated solely based on records maintained by ATG using its standard methodologies, and all ATG’s decisions on Fees are final and uncontestable. ATG is not responsible for making any payments based on any amounts which result from any fraudulent transactions, as determined by ATG in its sole discretion, including without limitation any transactions originating from coach's IP addresses or computers under coach's control.

For Qualifying Orders in a calendar month, ATG will pay you in accordance with the following table, with the exception that ATG, in its sole discretion, may offer limited promos that could go to higher percentages as incentive.  Limited promo details will be provided to you in writing by ATG and are subject to revocation at any time by ATG without prior notice to you. 

 

Fee: The Fee is the following commission percentage

10% of Net Revenue

 

CONVERSION AND BUSINESS DETAILS

 

Conversion action	Online purchase with processed valid payment
Cookie days	90 day(s)
Commission type	Percent of Sale
Commission	10.00%

 

FAQS:

- How can I see my sales?

In our welcome email, you’ll receive a link to log into your account where you’ll be able to see your sales, payment status, shorten your affiliate link and all other relevant information. 

- How will I get paid? 

Commission off of any sales made will be paid to you via wire transfer on the 1st of each month. Please make sure to give us your correct banking data in order to ensure you are paid.

- What if I make a sale and it doesn’t show up? 

It takes about 1-2 business days for a sale to show up on your account. If it’s still not working after 1-2 business days, please email atgproductscustomerservice@gmail.com with a screenshot of the checkout screen and we can fix any errors. 

 

What can I do to make more sales? 

Great question! Some best practices and tips to make sure you’re doing the most: 

- Add your promo code to the bio section of all your social accounts and make sure to share that followers will get 10% off their purchase. 

- Post on your Instagram + Facebook about your fav ATG products and recommendations (cover all bases including your feeds and stories).  

- Make sure you follow @kneesovertoesguy & @atgequipment on Instagram to keep up with the latest.

- Reach out to us at atgproductscustomerservice@gmail.com if you have any content collab ideas (Instagram, Facebook Live, IGTV, TikTok videos etc)

Got more questions? Email: atgproductscustomerservice@gmail.com!

 

 

EXHIBIT B

Standards of Conduct

With respect to promotional messages, photos, or other communications made on social media platforms about ATG and our products and services, you must adhere to the following standards:

• You must comply with the Federal Trade Commission's (the "FTC") Guides Concerning Endorsements and Testimonials (https://www.ecfr.gov/current/title-16/chapter-I/subchapter-B/part-255), including making:
• statements that reflect your honest beliefs, opinions, and experiences; and
• clear and conspicuous disclosure about your connection to us in all of your posts.
• To better understand your responsibilities under the Endorsement Guides, you must review: 
• The FTC's Endorsement Guides: What People Are Asking (https://www.ftc.gov/business-guidance/resources/ftcs-endorsement-guides-what-people-are-asking). 
• FTC: The Do's and Don'ts for Social Media Influencers (https://www.ftc.gov/news-events/news/press-releases/2017/09/csgo-lotto-owners-settle-ftcs-first-ever-complaint-against-individual-social-media-influencers).
• FTC: Disclosures 101 for Social Media Influencers (https://www.ftc.gov/business-guidance/resources/disclosures-101-social-media-influencers). 
• FTC: Do you endorse things on social media? (https://www.ftc.gov/media/71405).
• You may not:
• make deceptive or misleading claims about our products or services or our competitors' products or services;
• make any claims about our products or services or our competitors' products or services that are not backed up by evidence;
• disclose any of our confidential information;
• disparage ATG or our, or our affiliated or related companies, or our or their products or services;
• engage in any communication that is defamatory or infringes upon the copyright, trademark, privacy, publicity, or other intellectual property rights of others;
• offer for sale or solicit products on behalf of ATG;
• make offensive comments that have the purpose or effect of creating an intimidating or hostile environment;
• post content that promotes bigotry, racism, or discrimination based on race, gender, religion, nationality, disability, sexual orientation, or age;
• use ethnic slurs, personal insults, obscenity, or other offensive language; and
• make any comments or post any content that in any way promotes unsafe activities that could lead to an unsafe situation involving ATG's consumers or other individuals.
• You must adhere to:
• the posted policies, guidelines, and terms of use on any platform on which you post content on behalf of ATG, understanding that any these platforms' disclosure requirements about your connection to us do not necessarily satisfy FTC disclosure requirements; and
• any additional guidelines provided by ATG, such as product-specific program requirements and policies.
• You must not create fake followers or engagement on social media platforms, such as:
• buying followers;
• using bots to grow audience size by automating account creation, following, commenting, and liking; or
• post fake sponsored content.
• No referral coach will guarantee anything. For example, you can not say, "The ATG products are guaranteed to fix anyone's knees", etc. 
• Don’t use any third party music, photographs, artwork, trademarks, logos or slogans in your social media posts unless you have prior written consent and
  have completed all necessary disclosure paperwork with ATG.
• No one else should be in the video/social post other than yourself.
• Do not make deceptive or misleading claims to consumers about our products or services, or our competitors' products or services.
• Do not make any claims about our products or services, or our competitors' products or services, that are not backed up by evidence.
• Do not disclose any of our confidential information.
• Do not engage in any communication that is defamatory or infringes upon the intellectual property, privacy, or publicity rights of others.
• Do not make offensive comments that have the purpose or effect of creating an intimidating or hostile environment.
• Do not use ethnic slurs, personal insults, obscenity, or other offensive language. 
• Do not make any comments or post any content that in any way promotes unsafe activities that could lead to an unsafe situation involving ATG's consumers or other individuals.