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Terms and Conditions

PEPPER PACK AGREEMENT

THIS AGREEMENT (the “Agreement”) is dated as of the day you opt-in to the click-wrap “I agree” section of the Brand Portal (“Effective Date”) between Dr Pepper/Seven Up, Inc. (“DPS”), a  Delaware corporation located at 5301 Legacy Drive, Plano, Texas 75204, Experticity, Inc., a Washington corporation (“Experticity”), and you, a digital influencer Brand Advocate (“Brand Advocate” or “You”).

PART I:
Non-Disclosure and Participation Agreement

By participating in one or more of the Events described below, You hereby agree to this Non-Disclosure and Participation Agreement (for purposes of Part I, the “Agreement”).

1. Event Participation.  DPS is engaged in the research and development of soft drink products, specifically including for this Agreement, Dr Pepper. DPS hosts focus groups where it will gather consumer insights (each an “Event”); such Events include, but are not limited to, requests for feedback on unreleased products or marketing initiatives and efforts. DPS may use Experticity or the Experticity platform to provide invitations to the Event and/or instructions related to the Event. During the Event, DPS will disclose certain Confidential Information to You and request your insights, feedback and ideas about that Confidential Information and other information. By participating in an Event, You represent and warrant that You are at least 18 years of age and have the full legal capacity and legal authority to enter this Agreement, and will comply with the terms of this Agreement.  You acknowledge that DPS’s sharing of Confidential Information is valuable consideration for entering into this Agreement.

2. Confidential Information.  (a) You acknowledge and agree that during or in connection with the Event, You may learn of, be exposed to or come into possession of certain DPS “Confidential Information,” as defined herein.  You agree that You will not, directly or indirectly, (i) use such Confidential Information except as required or requested by DPS in connection with the Event; (ii) disclose such Confidential Information to any other person, corporation or entity; or (iii) allow a third party access to such Confidential Information. These restrictions continue to apply after the Event for so long as the confidential nature of such information is maintained by DPS.  (b) “Confidential Information” shall mean non-public information shared with You by DPS, non-public information shared with You by others at the Event, and the work made for hire materials contemplated by this Agreement.  Notwithstanding the foregoing, Confidential Information shall not include any information that is available or becomes available from public sources through no fault of You.

3. Work Made for Hire/Assignment of Rights.  All insights, feedback and ideas provided by You at the Event shall be deemed “work made for hire” and DPS’s sole and exclusive intellectual property. You agree that DPS shall be free to use, reproduce, disclose and distribute such materials in any manner without limitation. To the extent that any or all of such materials are deemed for any reason not to be a “work made for hire,” You hereby assign all of your right, title and interest therein and thereto to DPS, from the time of creation, free and clear of all encumbrances or restrictions. You agree to execute at DPS’s request, and at no further charge to DPS, any and all documents DPS may deem necessary, appropriate or convenient in connection with the foregoing. You shall not disseminate the materials referenced in this paragraph, nor shall You use such materials for your own purposes or for the account of any other person or entity.  You agree that other than any compensation provided by DPS in connection with the Event, You have no right to any payment or accounting from DPS in connection with the foregoing and that You will make no claims for compensation against DPS.

4. Effective Date.  This Agreement is effective as of the first date You receive Confidential Information from DPS.

PART II:
BRAND ADVOCATE AGREEMENT

By participating in the Dr Pepper Pepper Pack Brand Advocate Program, You hereby agree to this Brand Advocate Agreement (for the purposes of Part II, the “Agreement”).

1. Scope of Relationship.  You have agreed to act as a Brand Advocate for Dr Pepper Pepper Pack branded programs that You participate in.  In exchange for your participation in such programs, You will receive free products and other incentives such as but not limited to discounts, coupons, and gift certificates as compensation.  You agree that this is valuable consideration for entering into this Agreement.

You are acting on behalf of our brand and You recognize that Experticity is the administrator of both your role as Brand Advocate and the entirety of any program for which You are a part of.

2. Policies That Govern Your Activity.  As a Brand Advocate, You are governed by the posted Terms of Service and Privacy Policies for DPS and Experticity.   By accepting to act as a Brand Advocate, You are agreeing that You have read and will comply with all material terms of each of DPS’s and Experitcity’s Terms of Service and Privacy Policy.  This Agreement acts in conjunction to such policies for each company.

3. How to Properly Post Content as an Brand Advocate.  DPS takes fair and transparent advertising and promotion very seriously.  Part of your responsibilities will be to post your user-content (“Content”) on social media that You generate to promote our products and influence your audience to participate in the branded programs You are a part of.  You have received a copy of “Dr Pepper Pepper Pack Social Media Guidelines for Brand Advocates” as Exhibit A to this Agreement.  You recognize that You have a material connection with DPS when acting in the scope of each specific campaign.

Because You may receive an incentive to post Content on behalf of DPS, You are required to prominently display your relationship pursuant to the methods set forth for each social media channel on Exhibit A (Dr Pepper Pepper Pack Social Media Guidelines for Brand Advocates).  We will be periodically monitoring your Content to ensure that You are complying with the Usage Guidelines set forth in Exhibit A.  Further, we reserve the right for DPS or Experticity to remove any Content that we deem is infringing or non-complying and also reserve the right to terminate your account.

At all times during this Agreement, your Content is required to be compliant with our Usage Guidelines and promote the following themes to the best of your ability:
• Protect goodwill and brand integrity of DPS and Dr Pepper Pepper Pack
• Respect the intellectual property rights and rights of privacy
• Respect the terms of service for all websites where You post Content
4. Rights You Grant Us In Your Content.  By posting or submitting Content via the Experticity services or this Experticity website, including without limitation the Brand Ambassador Portal, You grant DPS and Experticity, as well as each user of the Experticity website and/or Experticity services, including their respective affiliates and licensees, 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, edit, 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 hereby waive any moral rights that You may have to your contributed Content.

The Content that You submit is deemed non-confidential and neither DPS, Experticity nor any user of the Experticity website and/or Experticity services has any obligation to maintain the confidentiality of any Content.

For a complete description of how DPS and Experticity will use and protect your personal information see each company’s respective Privacy Policies.  If You object to your information being transferred or used in this way, please do not use our services and do not post, publish or submit any Content.

You represent and warrant to DPS and Experticity that You have the full legal right, power and authority to grant to DPS and Experticity the rights and license provided for herein, that You own or control the complete exhibition and other rights to the Content You submitted for the purposes contemplated in this Agreement.  You represent and warrant to DPS and Experticity that You will not contribute any Content that: (a) infringes, violates or otherwise interferes with any intellectual property right of another party; (b) reveals any trade secret, unless You own the trade secret or have the owner’s permission to reveal it; (c) infringes on the privacy or publicity rights of another; (d) is libelous, defamatory, obscene, pornographic, abusive, indecent, threatening, harassing, hateful, offensive or otherwise violates any law or right of any third party; or (e) contains 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.

You are solely responsible for any Content that You submit. You may be held legally liable for the Content that You submit and may be held legally liable if your submissions include, for example, defamatory comments or material protected by copyright, trademark, patent or trade secret law or other proprietary right without permission of the author or owner.

5. DPS and Experticity (and users of the Experticity services) are not obligated to use any Content submitted by You in any manner.

Indemnification.  You agree to indemnify, defend and hold harmless both DPS, Experticity and their respective parent, subsidiaries, affiliates, representatives, and licensees (“Indemnified Party”) against all losses arising out of or arising from any third party claim, suit action or proceeding related to this Agreement related to or arising out of: (a) the breach of this Agreement by You, and (b) any claim of third party intellectual property rights infringement relating to your misuse of Content.

You shall promptly notify DPS and/or Experticity in writing of any action against You, or which You become aware of against either DPS or Experticity, and cooperate with either or both parties at your sole expense.  You shall 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.

PART III:
Terms Applicable to both Part I and Part II.

1. Termination.  You may terminate this Agreement at any time.  DPS, and Experticity acting under the instruction of DPS, may at any time and for any reason, suspend or terminate this Agreement and your Brand Portal access.   The provisions relating to Part I, the Rights You Grant Us In Your Content and Indemnification of Part II, and Part III of this Agreement shall survive expiration or termination.

2. Independent Contractor.  You expressly acknowledge and agree that You are acting as an independent contractor for the length of the program You are engaged to participate in.   None of the parties to this Agreement shall have any rights to obligate or bind the other in any manner whatsoever.

3. Governing Law.  This Agreement will be governed by the laws of the State of Texas, without regard to its choice of law rules.

4. Injunctive Relief.  DPS and Experticity will have the right to seek injunctive relieve to enforce the terms of this Agreement, in addition to other rights under applicable law.  You also agree that You will not, and will not authorize any other part on your behalf, to take any legal action seeking injunctive relief to restrict DPS’s or Experticity’s rights that You have granted under this Agreement.

Exhibit A
DPS Dr Pepper Pepper Pack Social Media Guidelines for Brand Advocates

Introduction. These guidelines are designed to provide guidance for our Brand Advocates and are based on DPS’s brand principles as well as federal and state legal requirements.

DPS Brand Advocates.  A Brand Advocate is an individual not directly affiliated with DPS, who speaks, writes or conveys a message or an opinion about DPS or our products and who also has a material connection to DPS.  A material connection is any connection between DPS and the Brand Advocate that could affect the credibility that consumers give to the Brand Advocate.  For instance, a material connection could be the receipt of free product, special access and privileges, discounts and rewards, and/or other monetary or non-monetary incentives.

If You are a Brand Advocate we ask that You follow these guidelines.  DPS monitors social media related to its business including the activities of Brand Advocates.

Brand Advocate Guidelines.  When speaking, writing or conveying a message about DPS, Brand Advocates must:
• Be truthful. Brand Advocates can make truthful statements about their specific experience that is not misleading.  Brand Advocates should not make general claims about DPS’s products, unless those statements/facts have been provided by DPS.
• Use good judgment and be respectful.  Brand advocates should not post materials that are obscene, libelous, hateful, illegal, in violation of a third party’s rights or are harmful.
• Make clear disclosures. Brand Advocates have a responsibility to clearly disclose their connection to DPSG, every time they speak, write or convey a message about DPS products or those of a competitor.  Specifically, Brand Advocate disclosures must:
o Be easy to view and read (in a font size and color that is readable and conspicuous and not hidden deep in the page); 
o Be close to each and every statement(s) the disclosure modifies; and 
o Clearly disclose the nature of the relationship with DPS (such as that You received free product).
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 Dr Pepper.
? Dr Pepper gave me [product, sample, information].
? I was paid by Dr Pepper. 
Microblogs (e.g., Twitter).  Because microblogs have a character limitation, it is important to include #PepperPack in every post You make about DPS products indicating that You are a member of Dr Pepper Pepper Pack program and use #Sponsored or #Ad in every post when there is a material connection such as free product/discount/coupon a chance to win a prize, except where you have disclosed such connection in above comment for online discussion or reviews.

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, DPS 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, DPS recommends including a Disclosure and Relationship Statement (use of #PepperPack) on your profile page.

*Disclosure and Relationship Statements.  DPS highly recommends that Brand Advocates who use platforms with character limitations/video or audio, who are engaged by DPS 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 DPS.  Note, however, this disclosure is meant as a supplement, not a replacement, to the other disclosures noted above.