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Terms and Conditions

PLEASE TAKE A MOMENT TO READ THE ZELLA PRO PROGRAM TERMS AND CONDITIONS (THE “TERMS”). BY CHECKINGTHE BOX, SUBMITTING YOUR APPLICATION, AND PARTICIPATING IN THE ZELLA PRO PROGRAM, YOU AGREE TO THESE TERMS. FEEL FREE TO E-MAIL US ANY QUESTIONS AT ZELLAPRO@READYPULSE.COM.


ZELLA PRO PROGRAM TERMS AND CONDITIONS     

THE ZELLA PRO PROGRAM TERMS AND CONDITIONS
(the “Terms”) contain the terms and conditions that govern your participation in Nordstrom’s Zella PRO Program (the “Program”). By checking the box and submitting your Zella PRO application through the Zella PRO Program Portal, which is administered by Social Yantra, Inc., d/b/a ReadyPulse, Inc., a Washington corporation (“ReadyPulse”), and by continuing to participate in the Program if you are selected as a Zella PRO, you agree to these Terms. Nordstrom may modify these Terms at any time and in its sole discretion. Upon such modification, Nordstrom will post revised Terms and/or send you notice of such modification to the email address associated with your Zella PRO account. If you do not wish to be bound by the modifications, then you may terminate your participation in the Program. Otherwise, your continued participation in the Program will constitute your acceptance of such modification.   

The Program
   
After you submit your application, you will be notified by Nordstrom and/or ReadyPulse whether you have been selected to be a Zella PRO. Selection as a Zella PRO is at Nordstrom’s sole discretion. As a Zella PRO, you will be acting as a brand ambassador and advocate for the Zella brand and products. This includes wearing Zella products and posting content to promote the Zella brand on your social media channels. We may also occasionally ask you to attend Zella events and teach fitness classes. You may not participate in a similar program operated by or affiliated with another fitness apparel brand or retailer. In exchange for your participation in the Zella PRO program, you will receive free products and other incentives such as but not limited to discounts, coupons, and gift cards from Nordstrom as compensation (“Compensation”). All Compensation will be specified in Nordstrom at its sole discretion and may be changed from time to time without notice. Compensation may be subject to additional terms and conditions. All Compensation that you receive for participation in the Program is provided to you by Nordstrom solely for your benefit and may not be shared, sold, traded or otherwise transferred. Nordstrom reserves the right to terminate your participation in the Program in its sole discretion, including for fraud, abuse of Zella PRO privileges or noncompliance with these Terms.    As a Zella PRO, you will be granted access to the Zella PRO Program Portal (the “Portal”) administered and managed by ReadyPulse on behalf of Nordstrom. Your use of the Portal is governed by ReadyPulse’s Terms of Service and Privacy Policy[KDJ(1] , and you agree to comply with those terms. 


How to Properly Post Content as Zella PRO  
We take fair and transparent advertising and promotion very seriously.  Part of your responsibilities will be to post your user-content that you produce and generate (“Content”) on social media to promote our products and influence your audience in connection with the Zella brand.  You have received a copy of “Nordstrom Zella PRO Program Social Media Guidelines” as Exhibit A to these Terms (the “Social Media Guidelines”). Please read through these Social Media Guidelines carefully. You acknowledge that you have a material connection with Nordstrom when acting in your capacity as a Zella PRO and agree to comply with the Social Media Guidelines and applicable laws and regulations relating to your endorsement and promotion of the Zella brand and products, including the FTC’s Endorsement Guides. You are solely responsible for all Content that you post on any social media platforms, websites and other services.  

As indicated in the Social Media Guidelines, because you have or may receive an incentive to post Content, you are required to prominently display and disclose your relationship with Nordstrom, including in accordance to the methods set forth for each social media channel on Exhibit A (Nordstrom Zella PRO Social Media Guidelines for Brand Advocates). For other social media platforms and channels, you must similarly disclose your relationship with Nordstrom. Nordstrom and/or ReadyPulse will be periodically monitoring your Content to ensure that you are complying with the Social Media Guidelines. You will immediately remove any Content that Nordstrom and/or ReadyPulse deems to be in noncompliance with these Terms, the Social Media Guidelines or applicable laws and regulations upon request. Nordstrom may also terminate your participation in the Program if you fail to comply with the Social Media Guidelines.  

In addition, as a Zella PRO: ·              You should not disparage or engage in any behavior or take any actions that could damage or negatively affect the reputation, goodwill or brand integrity of Nordstrom or Zella. ·              You should not bully or harass anyone at any time. ·              You should respect the intellectual property, privacy and other proprietary rights of others. You should not post any Content that includes someone’s image or likeness or name without getting that person’s express permission. ·              You must comply with the terms of service and all other terms, conditions and policies for all social media platforms, websites and other services that you use to post your Content. ·              You will comply with all applicable laws, rules, regulations and ordinances in connection with your participation in the Program as a Zella PRO.


Rights You Grant Us In Your Content 
  
By posting or submitting Content via the ReadyPulse Services or websites operated by ReadyPulse, including without limitation the Portal, you grant Nordstrom and ReadyPulse, including their respective affiliates, a non-exclusive, worldwide, perpetual, irrevocable, unrestricted, royalty-free, fully paid-up, transferable license, with the right to sublicense (through multiple tiers), to access, use, copy, publicly perform, digitally perform, publicly display or otherwise exhibit and distribute (through multiple tiers) such contributed content, and to transmit, sell, modify, create derivative works from and/or to incorporate such contributed content into other works in any form, medium or technology, whether now known or hereafter developed, in each case, for any purpose whatsoever, commercial or otherwise, without compensation to you or any third party. You agree to waive any moral rights that you may have to your contributed Content. 

The Content that you submit is deemed non-confidential and neither Nordstrom nor ReadyPulse has any obligation to maintain the confidentiality of the Content.  

You represent and warrant to Nordstrom and ReadyPulse that you have the full legal right, power and authority to grant to Nordstrom and ReadyPulse the rights and license provided for in these Terms, and that you own or control the rights to the Content you post or submit to Nordstrom and/or ReadyPulse. You represent, warrant and covenant that your Content: (i) does not and will not infringe, violate, misappropriate or otherwise interfere with any intellectual property or proprietary right of another party; (ii) does not and will not reveal any trade secret, unless you own the trade secret or have the owner's permission to reveal it; (iii) does not and will not infringe on the privacy or publicity rights of another party; (iv) is not and will not be infringing, libelous, defamatory, obscene, pornographic, abusive, offensive, profane, or otherwise violate any law or right of any third party; or (v) does not and will not contain a virus, trojan horse, worm, time bomb or other computer programming routine or engine that is intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information. 

Nordstrom and ReadyPulse are not obligated to use any Content submitted by you in any manner. 


Marketing Materials and Use of Nordstrom Marks You may not use any trademark or trade name owned by or licensed to Nordstrom (“Nordstrom Marks”), including but not limited to “Zella,” “Zella Pro,” and “Nordstrom” without Nordstrom’s prior written consent. To the extent Nordstrom provides you with marketing materials (which may include Nordstrom Marks) (the “Marketing Materials”) to use in connection with the Program or consents to your use of any Nordstrom Marks, you may not modify or change the Nordstrom Marks or any Marketing Materials and will comply with any trademark guidelines provided by Nordstrom. You will not engage in any conduct that would impair Nordstrom’s rights in the Nordstrom Marks or damage the reputation for quality inherent in the Nordstrom Marks. You agree and acknowledge (i) that your use of Nordstrom Marks does not convey any right, title or interest in or to the Nordstrom Marks to you; (ii) Nordstrom’s ownership of the Nordstrom Marks, (iii) that you may not contest the Nordstrom Marks, register or attempt to register in any jurisdiction any Nordstrom Mark or any confusingly similar trademark or trade name; and (iv) that you will identify the Nordstrom Marks by including appropriate symbols and notices reasonably as may be requested by Nordstrom.  Your use of the Nordstrom Marks shall inure solely to Nordstrom.     Indemnification and Limitation of Liability
You agree to indemnify, defend and hold harmless both Nordstrom and ReadyPulse (“Indemnified Party”) against all liabilities, costs or expenses (including reasonable attorneys’ fees), or other losses arising out of or arising from any third party claim, suit action or proceeding related to or in connection with: (i) the breach of these Terms by you, (ii) your Content, including any claims of infringement, violation or misappropriation of intellectual property rights, (iii) any classes, activities or events that you conduct, administer, manage or sponsor as a Zella PRO or otherwise, or (iv) your negligence, willful misconduct or fraud in connection with this Program or as a Zella PRO. Your obligation to indemnify, defend and hold harmless the Indemnified Parties survives any termination or cancellation of your participation in the Program.   

You will promptly notify Nordstrom and/or ReadyPulse in writing of any action against either Nordstrom or ReadyPulse and cooperate with the either or both parties at your sole expense.  You will promptly allow either or both parties to select/employ counsel and take control of the defense and investigation of such action and has full authority to enter into a settlement.     
  You will obtain and maintain, at your own expense, appropriate insurance policies that cover any liability that you may incur arising out of your errors, omissions or negligent acts.   If you conduct or participate in any classes, activities or events as a Zella PRO at a Nordstrom store or other event administered, managed or sponsored by Nordstrom (a “Nordstrom Zella Event”), you hereby release, discharge and hold harmless Nordstrom and its affiliates from any and all rights, claims, demands, suits and actions which you, your heirs, executors or assigns may have or bring on account of any personal injuries, disability, death, property damages, attorneys’ fees and expenses of litigation and settlement for your participation in a Nordstrom Zella Event.   In addition, you hereby give Nordstrom and its affiliates, permission to use any photograph(s) taken of you at or during a Nordstrom Zella Event in any manner Nordstrom deems proper without any liability or obligation to me.  You relinquish all rights, title and interest you may have in the proofs, finished pictures, negatives, digital images and copies (collectively, the “Photos”).  You waive the right of prior approval of the use, reproduction, alteration or publication of the Photos and hereby release Nordstrom and its affiliates from any and all claims for damages of any kind resulting from the use of the Photos.   Nordstrom will not be liable to you for any indirect, incidental, consequential, punitive, special or exemplary damages based on or resulting from your participation in the Program or use (or inability) to use the Portal or any Marketing Materials or other materials provided by Nordstrom in connection with the Program. Nordstrom’s liability to you arising out of these Terms or the Program will not exceed the amount of any Compensation that you have received in the 12-months preceding the date of the event on which the claim is based occurred.


Term and Termination   These Terms will be effective upon our acceptance of you into the Program as a Zella PRO. You may terminate your participation in the Program at any time.  Nordstrom, and ReadyPulse acting under the instruction of Nordstrom, may at any time and for any reason, suspend or terminate your participation in the Program and your access to the Portal.   The provisions relating to Termination, Indemnification, Rights You Grant Us, and Dispute Resolution of the Terms shall survive expiration or termination. 


Independent Contractor 
Being a Zella PRO does not make you an employee of Nordstrom or its affiliates, and you expressly acknowledge and agree that you are acting as an independent contractor when you participate in the Program. You may not obligate or bind Nordstrom in any manner whatsoever.     
    Tax You are solely responsible for any and all tax obligations, if any, arising from any Compensation that you receive for your participation in the Program. You will provide Nordstrom with any tax information that may be requested from you from time to time.     Dispute Resolution Any dispute arising out of or relating to these Terms or your participation in the Program will be submitted to arbitration and on an individual basis only, and not on a class, consolidated, representative or collective action basis. If for any reason a claim proceeds in court rather than in arbitration, the parties each waive any right to a jury trial or to participate in a class action against the other. In addition, Nordstrom may bring suit in court to enjoin infringement or other misuse of intellectual property rights or breach of confidentiality by you. In the event the parties cannot agree on a neutral arbitrator, the parties agree to utilize the American Arbitration Association, under the Arbitration Rules then in effect. Any court having jurisdiction thereof may enter judgment upon the award rendered by the arbitrator(s). The arbitrator is not empowered to award damages in excess of compensatory damages and each party hereby irrevocably waives any right to recover such damages with respect to any dispute resolved by arbitration. The decision of the arbitrator shall be in accordance with the terms and conditions of these Terms, shall be binding upon the parties, and may not be appealed. The parties will comply with the arbitrator’s decision in good faith. Either party may apply to any court with proper jurisdiction for enforcement of the arbitration decision. Unless otherwise agreed to, the place of arbitration shall be Seattle, WA. The fees and expenses of the arbitrator shall be divided equally between the parties unless otherwise ordered by the arbitrator.   The law applicable to the interpretation and construction of these Terms and any transaction using or related to the Portal, shall be the Federal Arbitration Act, applicable federal laws and the laws of the State of Washington, USA, without regard to principles of conflict of laws, but subject to the Federal Arbitration Act and other federal law relating to the arbitrability of claims. If for any reason a claim proceeds in court rather than in arbitration, then such claim may be brought only in the state or federal courts of King County, Seattle, Washington, USA, and you hereby consent to the jurisdiction and venue of such courts.     Miscellaneous From time to time, you may be provided with non-public, confidential information about the Program, the Zella brand and products (including future product launches) and other information that is designated as confidential or should reasonably be understood to be confidential given its nature and circumstances of disclosure (“Confidential Information”). You will keep this Confidential Information in strict confidence, will not disclose such information to any third party without Nordstrom’s prior written consent and will use such information only in connection with your participation in the Program.   These Terms, along with any terms and conditions and policies incorporated by reference in these Terms, constitute the entire agreement between you, Nordstrom and ReadyPulse relating to the subject matter addressed here. If any of these conditions shall be deemed invalid, void or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition.

EXHIBIT A     
NORDSTROM ZELLA PRO SOCIAL MEDIA GUIDELINES

Introduction
 

At Nordstrom, we love when individuals discuss, debate, recommend and embrace our products. As our Zella PROs post about the Zella brand, we will be able to better understand how our customers feel about our products and how we can evolve our offering to better meet their needs. It’s important to us that social conversations are honest and respectful. To that end, we’ve created the guidelines below to apprise the Zella PROs of our brand principles and ensure that federal and state legal requirements are met.

A Zella PRO is an individual not directly affiliated with Nordstrom, who speaks, writes or conveys a message or an opinion about the Zella brand or products or Nordstrom and who also has a material connection to Nordstrom.  A material connection is any connection between Nordstrom and the Zella PRO that could affect the credibility that consumers give to the Zella PRO.  The Compensation that you receive from Nordstrom for your participation in the Zella PRO Program is a material connection.  

As a Zella PRO, we ask that you follow these guidelines.  Nordstrom and/or ReadyPulse will monitor social media related to the Zella PRO Program and the Content that you post.  

Content and Disclosure Guidelines
 When speaking, writing or conveying a message about the Zella brand or products or Nordstrom, Zella PROs must:
 
  • Be truthful. Zella PROs should make truthful statements about their specific experience that is not misleading.  Zella PROs should not make general claims about Nordstrom or the Zella brand or products, unless those statements/facts have been provided by Nordstrom.
     
  • Use good judgment and be respectful.  Zella PROs should not post Content that is infringing, libelous, defamatory, obscene, pornographic, abusive, offensive, profane, or otherwise violates any law or right of any third party.
 
  • Make clear disclosures. Zella PROs have a responsibility to clearly disclose their connection to Nordstrom, every time they speak, write or convey a message about the Zella brand or products or Nordstrom so that the reader knows the context of your statement or message.  Specifically, Zella PRO disclosures must: 
    • Be easy to view and read (in a font size and color that is readable and conspicuous and not hidden deep in the page); 
    • Be close to each and every statement(s) the disclosure modifies;
    • Be on screen long enough to be noticed, read and understood; and 
    • Clearly disclose the nature of the relationship with Nordstrom (such as that you received free product).
  Zella PROs must follow Nordstrom’s Guidelines for Endorsers, as updated from time to time. The current version is found here: http://shop.nordstrom.com/c/guidelines-for-endorsers.  
Material Disclosure Best Practices
 The following is a list of sample disclosure language by platform.  This information should be readily apparent to the public and to readers/viewers/listeners of your Content.  Alternative, but materially similar language may also be used where appropriate. 


Personal and Editorial Blogs
Commenting in Online Discussions and/or Reviews
Product Review Blogs*
 
  • I received [product, sample, information, invitation to an event] from Nordstrom·      
  • Nordstrom gave me [product, sample, information]. ·      
  • I was paid by Nordstrom. 

Microblogs (e.g., Twitter, Instagram)
 
Because microblogs have a character limitation, it is important to include #ZellaPRO and use #ad (or #paid or #sponsored) in every post you make as a Zella PRO indicating that you are a member of Nordstrom’s Zella PRO program. 

Status Updates on Social Networks
 
Follow the guidance for Microblogs if there is a character limitation, otherwise, follow the guidance for Personal and Editorial Blogs.  As mentioned above, disclosures should appear close to the statement which the disclosure modifies.  In addition, Nordstrom recommends including a Disclosure and Relationship Statement on your profile page. 

Podcasts, Video and Photo Sharing Websites
 
Follow the guidance above for Personal and Editorial Blogs, but include the information as part of the photo/video/audio content as well as part of the written description.  In addition, Nordstrom recommends including a Disclosure and Relationship Statement (use of #ZellaPRO) on your profile page. 

*Disclosure and Relationship Statements
 
Nordstrom highly recommends that Zella PROs who use platforms with character limitations/video or audio, who are engaged by Nordstrom on an on-going or regular basis, and/or who provide regular product reviews include on their platform profile page a “Disclosure and Relationship Statement” that clearly describes their relationship to Nordstrom.  Note, however, this disclosure is meant as a supplement, not a replacement, to the other disclosures noted above.
 [KDJ(1] [KDJ(1]Get copies of these from ReadyPulse.