Best Buy Influencer Network Agreement

This Best Buy Influencer Network Agreement (the “Agreement”) between Best Buy Purchasing LLC (“Best Buy”) and you (“Influencer”) is effective as of the date of your acceptance in the CreatorIQ system (the “Effective Date”).

Best Buy and Influencer agree as follows:

a.) Influencer shall individually create content (“Content”) to be shared via Influencer’s personal blogs and/or social media accounts (including but not limited to Facebook™, Twitter™, Instagram™, Pinterest™, YouTube™, and TikTok™) about Influencer’s experience using and testing the relevant provided product(s), service(s) and other incentive(s) ( “Product(s)”).

b.) Influencer’s statements should always reflect Influencer’s honest and truthful opinions and actual experiences with the Product(s). Influencer shall not make deceptive or misleading claims to consumers about the Product(s). All non-opinion based, factual information must be consistent with the information provided to Influencer by Best Buy. Influencer shall not make any inauthentic statements about the Product(s) and shall not use the Product(s) in a manner that could lead to an unsafe situation involving Best Buy consumers or others.

c.) Influencer shall comply with the Federal Trade Commission Guides Concerning Endorsement and Testimonials when posting/sharing Content about the Product(s). This includes disclosing all material connections with Best Buy, including, but not limited to, the fact that the Product(s) may have been provided to Influencer at no cost, at a discounted price, or that the Influencer was compensated for Influencer’s review. If the Content contains video that requires the disclosure of a material connection between Influencer and Best Buy, Influencer agrees to state such disclosure in the video description and imbed such disclosure within the video itself via text overlay or voiceover.

Acceptable Hashtags Unacceptable Hashtags
#ad #spon
#paid #partner
#sponsored #sp
#BestBuyPaidPartner #collab
#BestBuyAmbassador #thanksBestBuy
#teamBestBuy
#ambassador
Acceptable Verbal Disclosures Unacceptable Verbal Disclosures
“I received free [product/service] from Best Buy” “Thanks, Best Buy”
“Thanks Best Buy for the free [product/service]” “I’m Team Best Buy”
“I’m a paid brand ambassador for Best Buy” “Thanks to Best Buy…”
“I have partnered with Best Buy to promote [product/service]”
“I was paid by Best Buy to…”

d.) Influencer shall receive the Product(s) from either Best Buy or directly from the manufacturer of the Product(s).

e.) Influencer shall comply with the details set forth in the Creator IQ Campaign Details, which outlines the scope of work (together with the first bullet above, the “Services”) and is incorporated herein by this reference.

Compensation.  

In consideration for performing the Services, upon full completion of the relevant Project(s) (defined in the Creator IQ Campaign Details), Best Buy agrees to give the Influencer the Product(s) that Influencer has used and tested during the relevant Project(s). Additionally, Best Buy may also compensate Influencer in the form of Best Buy Gift Cards, Visa gift cards, or payments made through Creator Pay. Influencers may also be eligible for commission payments made through the Best Buy affiliate program. In order to receive commission payments Influencer must join the Best Buy affiliate network and agree to the Best Buy Terms and Conditions for Publishers (see https://www.bestbuy.com/site/partnerships/best-buy-affiliate-program/pcmcat198500050002.c?id=pcmcat198500050002). Influencer is solely responsible for any taxes that may become due in connection with any Product(s) provided by Best Buy to Influencer. Best Buy recommends that Influencer consult with a tax advisor if Influencer has any questions with respect to applicable taxes. Influencer may receive an IRS Form 1099 from Best Buy in connection with the Products. 

License. 

Influencer agrees that any information posted/shared within the Content, including but not limited to any blog or social media post(s) by the Influencer, plus any related comments, suggestions, images, videos, ideas, and the names (including any screen names and social media handles used by Influencer), likeness, images and/or sounds of Influencer (collectively, the "Materials") is non-confidential. Furthermore, by creating, posting or sharing Content, Influencer grants Best Buy and any present or future entity that controls, is controlled by, or is under common control with Best Buy (Best Buy’s “Affiliates”) an irrevocable, unrestricted, perpetual, non-exclusive, fully-paid up and royalty-free worldwide license to make, use, sell, import, modify, reproduce, transmit, display, perform, create derivative works of, combine with other works, and distribute such Content and Materials for any purpose whatsoever to the extent permitted by law. This license to Best Buy and its Affiliates includes the right for Best Buy and/or its Affiliates to sublicense these rights to third parties. Best Buy may be working on a same or similar idea as reflected in the Content or the Materials. Influencer understands that Best Buy may continue to develop its ideas without acknowledging or crediting Influencer. Any modifications or improvements to the Content or Materials shall be owned exclusively by Best Buy or its Affiliates. Influencer represents and warrants to Best Buy that: (1) Influencer has all necessary rights to grant Best Buy the licenses and approvals herein; (2) the licensed content does not infringe upon the copyrights, trademarks, rights of privacy, publicity, or other intellectual property or other legal or moral rights of any person or entity; and (3) such use will not give rise to any payment obligation on the part of Best Buy to any party.

Confidentiality/Use of Product(s) and Related Information. 

Best Buy and/or the Manufacturer of the Product(s) may provide Influencer with Product(s) and/or information regarding such Product(s) so that Influencer may test the Product(s) prior to the Product(s)’ public release and prepare Content that will be posted simultaneously with the Product(s)’ public release. As such, Influencer may receive Product(s) and/or information regarding such Product(s) that is not yet public. Influencer agrees to ensure that the Product(s) and/or any and all information related in any way to the Product(s) is kept strictly confidential prior to the Product’s public release. Further, Influencer agrees that Influencer will use the Product(s) and/or any information regarding such Product(s) only for purposes related to Influencer’s completion of the Services under this Agreement. 

Best Buy and Influencer acknowledge that the nature of their respective obligations hereunder may involve exposure to certain confidential and proprietary business information, materials, and trade secrets of the other party (“Confidential Information”). The terms of this Agreement are deemed Confidential Information. Each party should take every reasonable precaution to protect the confidentiality of the other party’s Confidential Information. Confidential Information shall not include, however, and the obligations of this paragraph shall not apply to, any information which is already in the public domain or becomes available to the public through no reach of this Agreement; was lawfully in the receiving party’s possession prior to receipt from the disclosing party; is subsequently independently developed by the receiving party without reference to the Confidential Information from the disclosing party; or is required to be disclosed by operation of law, provided that the disclosing Party is promptly notified in writing prior to such disclosure. The parties’ obligations under this Paragraph shall survive the expiration or earlier termination of this agreement.

Influencer’s Use of Marks.

Influencer acknowledges and agrees that the Best Buy-owned trademarks, trade dress, and service marks (collectively, the “Marks”) provided to Influencer by Best Buy are the exclusive property of or appropriately licensed to Best Buy. Influencer’s use under the Agreement shall inure solely to the benefit of Best Buy. As between the parties, all right, title and interest in the Marks shall remain with Best Buy. Influencer may utilize the Marks provided that Influencer complies with all Best Buy rules and procedures relating to the use of the Marks as proscribed by Best Buy from time to time. Influencer shall not use the Marks for any other purpose without the express prior written consent of Best Buy. 

Third-Party Intellectual Property

When working with Best Buy, Influencers should respect all third-party rights, not make defamatory statements or infringe upon the intellectual property, privacy or publicity rights of another. Absent approval, except for content provided by Best Buy, Influencer should not use a third party’s proprietary material. If Influencer is unsure about whether they may include a third party’s trademark/logo, music, film, celebrity’s name, photo or image, Influencer should check with Best Buy before posting.

Morality.

If (i) Influencer is publicly accused, indicted or convicted of a felony or misdemeanor involving moral turpitude or (ii) Influencer makes, or it is publicly disclosed that Influencer previously made, any derogatory remarks about Best Buy or Best Buy’s products or services, or (iii) Influencer has committed, or shall commit, any act, or has or shall become involved in any situation or occurrence, tending to bring Influencer into public disrepute, contempt, scandal or ridicule, or tending to shock, insult or offend the people of this nation or any class or group thereof, or tending to reflect unfavorably upon the reputation of Influencer or Best Buy, then Best Buy shall have the right to request removal of Content, terminate this Agreement or applicable Project without liability or obligation.  Best Buy’s decision on all matters arising under this Section shall be conclusive.

Privacy. 

Influencer represents and warrants that it shall publish its Privacy Policy on its website and every page of its website so that such Privacy Policy clearly, conspicuously, prominently, and accurately discloses Influencer’s practices relating to consumer information.  Influencer further represents and warrants that Influencer’s disclosures in its Privacy Policy and Influencer’s practices relative to consumer privacy shall be commercially reasonable. When posting to social media, Influencer will comply with the applicable social media platform’s posted Privacy Policy.  

Time Period for Use of Marks and Materials.  

The Marks may begin appearing in the Content starting on the Effective Date and may continue unless Best Buy indicates that the Marks be removed at a designated time in the CreatorIQ Campaign Detail. Provided, however, Best Buy may at any time request removal of the Marks and Influencer will immediately remove the Marks from the Content or deactivate/delete the Content in its entirety, as requested by Best Buy. Influencer shall provide Best Buy and/or its Affiliates with proof of performance for such placement as reasonably requested by Best Buy and/or its Affiliates.

Enforceability.  

In the event any one or more of the provisions of the Agreement shall be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

Term.

The term of the Agreement begins on the Effective Date (upon execution) and continues for one (1) full calendar year (the “Initial Term”). Upon the expiration of the Initial Term (or any Renewal Term(s)), this Agreement will automatically renew for additional one (1) year periods on the same terms and conditions then in effect (“Renewal Term(s)”), unless otherwise terminated as set forth herein. The “Initial Term” and any “Renewal Term(s)” collectively shall be referred to as “Term.” Best Buy may terminate the Agreement at any time upon five (5) days’ notice to Influencer. In the event Influencer is in material breach of the Agreement, Best Buy may terminate the Agreement immediately. Best Buy reserves the right to end the Best Buy Influencer Network and/or Ambassador program(s) at any time and for any reason. 

Disclaimer. 

If the Product(s) are related to Health and or Exercise, please consult a physician before beginning any exercise program. 

Exclusivity.

Influencer will ensure that for the period one (1) week before and one (1) week after the Campaign Period, Influencer agrees to not act as an influencer, provide testimonials or make endorsements, engage in any promotional or sponsored activities, link to or mention affiliate programs for, or otherwise perform services similar to those for the Best Buy competitors as stated in the CreatorIQ Campaign Requirements and Creator Instructions without Best Buy’s prior written approval.

Waiver and Indemnification.

In consideration of the opportunity to use, test, and blog about the Product(s), the sufficiency of which is hereby acknowledged and agreed, Influencer agrees to the following:
 
a.) Influencer acknowledges that using and testing the Product(s) entail both known and unanticipated risks which could result in physical or emotional injury, paralysis, and death, or damage to self, to property, or to third parties. Influencer understands that such risks cannot be eliminated without jeopardizing the essential qualities of using and testing the Product(s).

b.) Influencer expressly agrees to accept and assume all of the risks, both known and unanticipated, that exist in using and testing the Product(s). Influencer voluntarily elects to use and test the Product(s) in spite of such known and unanticipated risks.

c.) Influencer hereby voluntarily releases, forever discharges and agrees to indemnify and hold harmless Best Buy and all of its officers, directors, Affiliates, employees, representatives and agents (the “Released Parties”) from all claims, demands, or causes of action, which are in any way connected with using and testing the Product(s), including any claims which allege negligent acts or omissions on the part of the Released Parties and any claims arising from Influencer’s breach of its representations, warranties, or obligations set forth herein. Influencer agrees that the Released Parties will have no liability whatsoever for and shall be held harmless by Influencer and Influencer’s successors, heirs, executors, assigns and administrators against any liability for any injuries, losses or damages of any kind that Influencer may incur, including death, or property damage resulting in whole or in part, directly or indirectly, from Influencer’s use and testing of the Product(s). The foregoing extends to any and all claims Influencer has or may have, or that Influencer’s successors, heirs, executors, assigns and administrators have or may have against the Released Parties, even if such claims result from strict liability or negligence on the part of any or all of the Released Parties, and/or the conditions, qualifications, instructions, rules or procedures under which the Product(s) are used and tested by Influencer.

d.) Influencer agrees that Influencer is responsible for any damage or injury (including death) that is caused to other people or property while Influencer uses or tests the Product(s), and while the Product(s) are in Influencer’s possession or under Influencer’s care, custody or control. Influencer will indemnify and hold harmless the Released Parties from and against any and all third-party claims, actions, liabilities, losses, costs and expenses arising from or in connection with Influencer’s use and testing of the Product(s). Influencer acknowledges Influencer’s obligation to comply with all applicable laws, regulations, ordinances, policies and guidelines, including but not limited to, the Federal Trade Commission Guides Concerning Endorsement and Testimonials while using and testing the Product(s) and posting/sharing Content about them, and Influencer agrees to indemnify and hold harmless the Released Parties against any claims or matters arising out of Influencer’s failure or alleged failure to comply with any such laws, etc.

e.) To the full extent permitted by law, Influencer agrees to accept any and all financial obligations resulting from any medical assistance and related expenses incurred in connection with any injuries arising out of Influencer’s use and testing of the Product(s).

f.) Influencer represents and warrants that Influencer is at least eighteen (18) years of age.

g.) Until the full and final completion of the relevant Project(s) and Influencer’s fulfillment of its obligations under the Agreement, Influencer agrees that the Product(s) are the property of Best Buy and/or the manufacturer of the Product(s), and is/are not Influencer’s property. Prior to completion of the Project(s) and Influencer’s fulfillment of its obligations under the Agreement, Influencer acknowledges and agrees that Influencer has only limited rights to use, test, and blog about the Product(s).

h.) Influencer agrees to use the Product(s) in a safe and responsible manner at all times.

i.) Influencer agrees to use the Product(s) only as intended or permitted by Best Buy, its employees and agents, or the manufacturer of the Product(s). Influencer understands that Influencer shall not, under any circumstances sell, lease, loan or otherwise transfer the Product(s) to any other person or entity, nor shall Influencer use the Product(s) as collateral for a loan.

j.) Influencer agrees to not represent that Influencer or anyone else is a Best Buy employee.

k.) Influencer acknowledges that neither Best Buy nor any agency has arranged for or carries any insurance of any kind for Influencer’s benefit or that of Influencer’s heirs, executors, assigns or administrators relative to the use or testing of the Product(s), and that Influencer is solely responsible for obtaining and paying for any insurance relative to Influencer’s use and testing of the Product(s).

Miscellaneous.

a.) Influencers must refrain from creating fake followers or engagement on social media platforms such as buying followers or using bots to grow audience size by automating account creation, following, commenting and liking. Influencer shall not either directly or indirectly sell, exchange, return for money, or transfer possession of any products provided to Influencer by Best Buy and/or its vendors.

b.) BEST BUY RESERVES THE RIGHT TO MONITOR INFLUENCER’S COMPLIANCE WITH THESE GUIDELINES, REQUIRE MODIFICATION OR REMOVAL OF CONTENT, AND/OR TO TERMINATE IN ITS SOLE DISCRETION, INFLUENCER’S PARTICIPATION IN ANY APPLICABLE CAMPAIGN IN THE EVENT OF NON-COMPLIANCE. IN THE EVENT OF TERMINATION DUE TO NON-COMPLIANCE, BEST BUY SHALL HAVE NO FURTHER FINANCIAL OBLIGATION TO INFLUENCER, AND ANY FEES PREVIOUSLY PAID TO INFLUENCER OR FEES OR COSTS PAID BY BEST BUY IN CONTEMPLATION OF OR RESULTING FROM INFLUENCER’S PARTICIPATION IN A CAMPAIGN SHALL BE PROMPTLY REIMBURSED BY INFLUENCER TO BEST BUY.

c.) Any of the provisions of the Agreement may be waived by the party entitled to the benefit thereof. Neither party will be deemed, by any act or omission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the waiving party, and then only to the extent specifically set forth in such writing. A waiver with reference to one event will not be construed as continuing or as a bar to or waiver of any other right or remedy, or as to a subsequent event. The Agreement contains the entire understanding between the parties with respect to the subject matter, supersedes all prior communications and understandings with respect thereto. The Agreement shall be interpreted, construed, and enforced in accordance with the laws of the State of Minnesota. The Agreement may be executed and transmitted electronically and in one or more counterparts with the same effect as if both parties hereto had originally signed the same document. All counterparts will be construed together and will constitute one agreement.