In order to participate in one or more of SwagBag’s marketing campaigns (each, the "Campaign"). You must agree to the following:
1. Term. This Agreement is effective from the date of your acceptance and continues until terminated by either you or us upon notice to the other ("Term").
2. Social Media Posts. During the Term, we will provide you from time to time various products (each a “Product) and you agree to publish a minimum of one (1) social media post ("Posts") on your social following on Facebook, Twitter and/or Instagram (‘Social Channels”). The Posts must conform to the specifications and instructions provided with each Campaign and conform to the Standards of Conduct as set forth on Exhibit A, which may be amended or modified from time to time. All Posts will meet the following requirements:
(a) You must remain active on Facebook, Instagram and Twitter with a minimum of 1,000 social followers across all social channels. You must regularly check email correspondence from SwagBag for guidance and instructions. You must share Product specific Posts using provided content, hashtags and special promotional offerings. You must have a minimum of one (1) Post per week per Product and you are encouraged to share content with personal photos consistent with the Standards of Conduct and to follow and tag Products in Posts. You must positively represent SwagBag and the Products and the Product sponsors. You must complete feedback
"FTC") Guides Concerning Endorsements and Testimonials ("Endorsement Guides"). You must clearly and conspicuously disclose your "material connection" with SwagBag, making it clear that you are a paid influencer and have received free Products. You must place the disclosure in plain sight in close proximity to any audio or visual communications that you make about us or the 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). If a platform does not allow for a clear and conspicuous disclosure, you should not use that platform.
(c) Your Posts should only make factual or personal statements about the Products which you know for certain are true and can be proven or verified. If available, we may provide you with materials provided by the manufacturer relating to the use of its Product.
(d) We want your Posts to be authentic and based on your own opinions, beliefs, and experiences. Your Posts must be original and created solely by you. We may incorporate specific brand direction to implement the terms of messaging, hash-tagging and the like.
(e) Your Posts will not include the intellectual property of other parties, including any third-party music, photographs, artwork, trademarks, logos, or slogans.
(f) Your Posts will not include any person, or personally identifiable information about anyone, other than you.
(g) Your Posts must comply with the rules of the applicable social media platforms.
(h) Your Posts must comply with all applicable laws, rules, and regulations.
(i) At our request, you must submit a copy of each Post to us when made.
If you do not like the Product for any reason you agree not to Post but rather to provide to us a written description of the reasons you did not like the Product. You agree that we will share that information with the manufacturer or seller of the Product.
3. Monitoring Posts. 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:
(a) Requiring you to fix the Post.
(b) Terminating the Agreement.
4. Ownership; Grant of Rights. You will own and retain all right, title, and interest in and to the Posts, subject to the license granted to us in this paragraph. We will own and retain all right, title, and interest in and to all derivative works of the Posts made by us, or by any third party for our benefit subject to your rights in the underlying Posts. You hereby grant to SwagBag LLC and our affiliates, and each manufacturer of the Product, and our respective direct and indirect licensees, successors, and assigns, an exclusive, perpetual, irrevocable, freely transferable and sublicensable, fully paid-up and royalty-free right and license to use the Posts, including all copyrights and other intellectual property rights therein and all renewals and extensions thereof, in all formats and media, whether now known and existing or hereafter discovered or developed, throughout the universe, for all or any purposes whatsoever. For purposes of clarity and without limiting the foregoing, you agree that this license gives us the right: (a) to modify, edit, combine with other materials, translate, include in collective works, and otherwise create derivative works of the Posts; and (b) to reproduce, perform (publicly or otherwise), display (publicly or otherwise), and transmit the Posts, including any derivative works of the Posts, in whole or in part.
5. Use of Your Name, Likeness, and Information. You hereby grant to SwagBag LLC and the manufacturer or seller of the Product, 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)/provided by you from time to time (collectively, "Likeness") in connection with the Campaign, the Posts, and any derivative works we make from the Posts, including to advertise and promote the same or any Product that features or includes 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. You will receive no payment for your services with respect to the Campaign or with respect to the Posts. The only consideration you will receive is the free Products provided to you from time to time in connection with the Campaign. There may be the potential of contesting opportunities that may include monetary prize compensation, but there is no guarantee of winning--prizes will be based on rules that will be announced at time of the contest(s).
7. Confidentiality. You understand that you may be exposed to information about Products 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 Campaign. The obligation to maintain the confidentiality of Confidential Information shall survive termination and continue for 3 years.
8. Representations and Warranties. By providing the Posts, you represent and warrant that the Posts:
(a) are your sole and original creation;
(b) have not been, and prior to our publication of them will not be, published or otherwise made publicly available, in whole or in part;
(c) are not libelous or otherwise defamatory and do not place the Products in a bad light or in disrepute; and do not subject the Products to contempt, scandal, or ridicule, or which reflects unfavorably upon the Products;
(d) 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.
9. Relationship of the Parties.
(a) You understand that you are an independent contractor, 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 us or the manufacturer of the Products and will not make any agreements or representations on our or the manufacturer’s behalf without our prior written consent.
(b) 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.
(c) You understand and agree that all Campaigns are under the sole discretion and control of SwagBag, and that SwagBag decides, in its sole discretion, whether you receive Products, and which Products you receive.
(d) You understand and agree that completion and submittal of this Agreement is subject to its acceptance by SwagBag, in its sole discretion, and does not assure that you will be selected to participate in any Campaign or otherwise receive any Products. SwagBag has the discretion to add or remove you from any Campaign(s).

10. Miscellaneous.
(a) 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. This Agreement is binding upon and inures to the benefit of the parties and their respective permitted successors and assigns.
(b) This Agreement is governed by and construed in accordance with the laws of Illinois] without giving effect to any conflict of laws provisions that would result in the application of the laws of a different jurisdiction.
(c) 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 us and supersedes any oral or written statements made by or to you in connection with the Campaign and the Posts.

EXHIBIT A
Standards of Conduct
With respect to promotional messages, photos, or other communications made on social media platforms about SwagBag LLC or the Products, all influencers must adhere to the following standards:
· You must comply with the Federal Trade Commission's (the "FTC") Guides Concerning Endorsements and Testimonials (http://www.ftc.gov/os/2009/10/091005revisedendorsementguides.pdf), 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/tips-advice/business-center/guidance/ftcs-endorsement-guides-what-people-are-asking).
· FTC: The Do's and Don'ts for Social Media Influencers (https://www.ftc.gov/news-events/press-releases/2017/09/csgo-lotto-owners-settle-ftcs-first-ever-complaint-against).
· FTC: Disclosures 101 for Social Media Influencers (https://www.ftc.gov/system/files/documents/plain-language/1001a-influencer-guide-508_1.pdf).
· FTC: Do you endorse things on social media? (https://www.ftc.gov/news-events/audio-video/video/advice-social-media-influencers).
· You may not:
· make deceptive or misleading claims about Products or competitive products;
· make any claims about our Products or competitive products that are not backed up by evidence unless you clearly identify such statements as your opinion only;
· disclose any of our confidential information;
· disparage SwagBag or the Products;
· engage in any communication that is defamatory or infringes upon the copyright, trademark, privacy, publicity, or other intellectual property rights of others;
· offer the Products provided to you for sale;
· 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 the Products.
· 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.