Aki Technologies Standard Terms And Conditions For Influencer and Social Media Services

Last Updated: October, 2023

Aki Technologies, Inc. is a Delaware corporation (“Aki Technologies”) and a subsidiary of Inmar, Inc. providing, along with other subsidiaries, parent companies, or other affiliated entities of Inmar that may provide, services under these Terms (collectively “Inmar”), social media influencer, and other services for its Clients. These Aki Standard Terms and Conditions for Influencer and Social Media Services (“Terms”) shall govern the provision of services to Client by Aki Technologies as more particularly described in an insertion order executed by both Parties that describes the specific services to be provided by Aki Technologies to Client (“Insertion Order”). In the event of an inconsistency or conflict between the Terms and the Insertion Order, these Terms will control unless the Insertion Order specifically indicates that it is modifying the Terms. For purposes of these Terms, Aki Technologies and Client each may be referred to herein as a “Party” or collectively as “Parties”.

1. Services: Aki Technologies is a provider of influencer-generated content and other digital marketing services (“Services”). Aki Technologies will provide Services in support of either (i) Client’s products or services or (ii) to the extent Client represents a third-party brand owner (“Brand Owner”), Brand Owner’s products or services. Aki Technologies may engage independent contractors, commonly known as “Influencers,” as part of the Services. Unless otherwise specified in an Insertion Order, Aki Technologies shall not be obligated to provide any particular Influencer, and the selection of Influencers is subject to change until the Influencers are contracted. Influencers may create original advertising content including but not limited to text, photos, videos, and/or audio (“Content”), in accordance with the terms of the Insertion Order. Aki Technologies maintains agreements with the Influencers that require the Influencers to comply with applicable laws and regulations as well as the terms of any applicable Insertion Order. In addition to engaging Influencers, Aki Technologies may also provide the following Services:

  1. Conduct an Influencer selection and approval process. If the Client wishes to participate in the Influencer selection and approval process, the details of such participation must be clearly outlined in the applicable Insertion Order.
  2. Notify Influencers that, other than any script provided by Client, they should only be using original Content or Content for which they have all necessary permissions.
  3. Notify Influencers (1) that they should write about Client or Brand Owner’s products or services only in a truthful manner that represents the Influencers’ actual opinions about the Client or Brand Owner’s products or services, and (2) that they should make no unapproved claims about the Client or Brand Owner’s products or services that require substantiation. In the event that the Client becomes aware of any such unapproved claims, it shall promptly notify Aki Technologies.
  4. Notify Influencers that they must comply with Federal Trade Commission guidance regarding disclosures, including, but not limited to disclosing material connections with Client or Brand Owner created by the Insertion Order.
  5. Notify Influencers that they should not promote, endorse, or mention any product or service that is in direct competition with the Client or Brand Owner’s products or services, unless expressly authorized by the Client or Brand Owner in writing in connection with an applicable Insertion Order.
  6. Notify Influencers that they should not make any negative or derogatory statements about any of Client or Brand Owner’s products or services that are reasonably connected in time with a particular Insertion Order. This includes, but is not limited to, any statements or actions that may harm the reputation or goodwill of the Client or Brand Owner or their products or services, such as posting or sharing misleading or false information, defamatory statements, or negative reviews.
  7. a. To the extent that Client elects to review and approve Influencer Content prior to Content posting, Aki Technologies will assist Client in the coordination of one (1) round of Content revision which shall be limited to: (i) factual information, including substantiation of any claims, regarding the Client, brand or product, including, but not limited to, confirmation that Influencer has adequately followed any script or guidance provided by the Client; (ii) inappropriate or disparaging mention of product, text or photographs; and (iii) mention of competitive products, text or photographs. Client understands and agrees that it shall not have the right to edit or revise Influencer opinions, photographs, or other subjective information.
  8. To the extent any published Content includes material that Client wishes not to continue to use for any reason, Aki Technologies will use commercially reasonable efforts to remove such Content from channels owned or controlled by Aki Technologies. In addition, Aki Technologies will also assist Client in ensuring that such Content is removed from channels owned or controlled by the Influencer to the extent practicable. The Parties understand and agree that neither Aki Technologies nor Influencer shall have any duty to remove Content from channels not owned or controlled by Aki Technologies, its affiliates, or Influencer.
  9. If Client elects to have Aki Technologies utilize Influencers who are minors, Client understands and agrees to accept the additional risks associated with contracting with minors. These risks may include but are not limited to, legal and ethical concerns related to working with minors, including compliance with applicable child labor laws, restrictions on the types of work that minors may perform, and other obligations related to the safety and welfare of minors. Aki Technologies will require that the parents or guardians of any minor Influencers provide consent for the minor’s participation. The Client acknowledges and agrees that it is responsible for providing a safe and appropriate work environment for any minors engaged in Services under the Insertion Order. In the event that Aki Technologies becomes aware of any concerns related to the safety or welfare of minors engaged in Services, Aki Technologies will promptly notify the Client and take appropriate action to address any such concerns.
  10. 10. If Client elects to have Aki Technologies utilize Student-Athlete Influencers, who are currently enrolled as student-athletes at a college or university, Client understands and agrees that the relationship between Client and such Student-Athlete Influencer shall be subject to (1)_the laws governing the payment of student-athletes in the state where the Student-Athlete Influencer is enrolled (“NIL Laws”), and (2) the regulations of the Student-Athlete Influencer’s college or university (“University Regulations”). Client understands that NIL Laws and University Regulations vary and may require amendments to these Terms and /or the Insertion Order, including but not limited to limitation of rights to use materials created by Student-Athlete Influencer or changes to termination provisions of an agreement with Student-Athlete Influencer. Client acknowledges that Aki Technologies has no control over the NIL Laws or University Regulations and cannot guarantee the Student-Athlete Influencer’s continuing eligibility.Client represents and warrants that: (i) Client is not a donor to Student-Athlete Influencer’s college or university, nor is Client utilizing Student-Athlete Influencer with the intent to benefit the Student-Athlete Influencer’s college or university, (ii) Client will not condition payment to the Student-Athlete Influencer based on their athletic performance or provide incentives to the Student-Athlete Influencer based on their athletic performance,. Client recognizes that the use of a Student-Athlete Influencer does not grant Client the right to use the Student-Athlete Influencer’s college or university name, logo, or marks without permission from such college or university.
  11. 11. If requested as part of an Insertion Order, Aki Technologies can provide Client with access to and use of social media buys, including targeted advertising, analytics, and attribution on Consumer Social Platforms. “Consumer Social Platforms” are digital services that allow users to interact, share, create, exchange, and comment on content and may include Facebook, Instagram, Twitter, LinkedIn, TikTok, Snapchat, Pinterest, or the specific platforms indicated on an Insertion Order. For all Consumer Social Platforms, Client understands and agrees that additional terms and conditions apply to Consumer Social Platforms and that such Consumer Social Platforms are outside of Aki Technologies’ scope and responsibility. Where Client requests Aki Technologies to purchase media on the Consumer Social Platform as part of an Insertion Order, Aki Technologies will perform such orders acting as agent for Client. Client acknowledges and agrees that each Consumer Social Platform may modify, suspend, or terminate access to, or discontinue the availability of, its targeted advertising services, either in whole or in part, at any time.

The Term of an applicable Insertion Order shall commence on the Kick Off date and shall end on the Wrap-Up Date as specified on the Insertion Order.

Either Party may terminate an Insertion Order by written notice upon the occurrence of any of the following events: (a) if the other Party commits a material breach of its obligations under these Terms and fails to cure that breach within thirty (30) days after receiving written notice of such breach; (b) if Client fails to make any payment due and such nonpayment continues for a period of ten (10) days after receipt of written notice from Aki Technologies; or (c) if the other Party becomes insolvent or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding. Client shall remain liable for all payments due for Services rendered by Aki Technologies up to the effective date of the termination.

Fees for Services shall be set forth in an Insertion Order. Unless otherwise set forth in an Insertion Order, Invoices are due and payable within thirty (30) days from receipt of invoice and invoice will be sent to Client at campaign Kick Off as defined in the Insertion Order. Late payments shall be subject to a penalty of 1.5% interest per month or up to the maximum rate allowed by law. Any disputes regarding invoices must be communicated to Aki Technologies within thirty (30) days of the date of invoice, or such invoice shall be deemed accurate. Client shall be responsible for all applicable taxes, duties, and customs fees.

Client understands and agrees that Influencer is the owner of the Content and that an Insertion Order does not grant Client any ownership rights in the Content or any rights in the Content beyond the license described herein and as further defined by an Insertion Order. Client or Brand Owner, as the case may be, will receive a worldwide, exclusive, sub-licensable license in the Content to use, modify, reproduce, create derivative works from, transmit, or display on any webpages or social media channels owned or controlled by Client or Brand Owner for the Term and three (3) months thereafter. Content may remain live on Client’s or Brand Owner’s, as the case may be, social media accounts or brandsites created as part of the Services in perpetuity. Client understands and agrees that unless specified in an Insertion Order, the Content may not to be used by Client or Brand Owner in any print, packaging, out-of-home or other non-digital media unless specifically addressed in an Insertion Order. If Client wishes to obtain additional rights with respect to the Content, including but not limited to the transfer of all ownership rights in the Content, then Aki Technologies, if requested by Client, will utilize commercially reasonable efforts to assist Client, to the extent appropriate in Aki Technologies’ determination, in acquiring such additional rights from the Influencer; it being understood, however, that Aki Technologies shall have no fiduciary duty or other duty to Client or Brand Owner regarding the acquisition of such additional rights from the Influencer.

Client, either for itself or on behalf of Brand Owner, grants to Aki Technologies and the Influencers, along with Aki Technologies, a limited, non-exclusive, revocable, royalty-free right, to reproduce, incorporate into other materials, publish, publicly display and perform, transmit or otherwise use the contents of any and all advertisements or other promotional materials provided by Client and necessary to perform the Services, including but not limited to, all Client, Brand Owner or other trademarks appearing therein, solely in conjunction with performing the Services under an Insertion Order.

  1. a. The Parties and Brand Owner, if applicable, shall each keep confidential any Confidential Information, except that the receiving Party may disclose Confidential Information to its professional advisors and those persons who need to know such Confidential Information in connection with providing the Services, provided such parties are instructed to maintain the confidentiality of the Confidential Information. For purposes of an Insertion Order, the term “Confidential Information” will mean proprietary and confidential information belonging to a Party, including, without limitation, all documentation, specifications, surveys, design concepts, trade secrets, internal reports and communications; sales information, marketing information and promotional plans; the fees for Services; marketing techniques, marketing plans, mailing lists, purchasing information, price lists, pricing policies, quoting procedures, financial information, customer names, customer data, pricing strategies, and other materials or information relating to the manner in which such Party does business; and any other materials or information related to the business or activities of such Party which are not generally known to others engaged in similar businesses or activities. “Confidential information” shall not include information which (a) was already known to the receiving Party prior to the time that it is disclosed to such Party; (b) is in or has entered the public domain through no breach of an Insertion Order or other wrongful act of the receiving Party; (c) has been rightfully received from a third party without breach of an Insertion Order; (d) has been approved for release by the disclosing Party; or (e) is required to be disclosed pursuant to the final binding order of a governmental agency or court of competent jurisdiction, provided that the disclosing Party has been given reasonable notice of the pendency of such an order and the opportunity to contest it. Each Party shall promptly, as of the termination or expiration of an Insertion Order and upon request of the other Party, return to the other Party or destroy any such Confidential Information that is written or in tangible form (including, without limitation, all copies, summaries and notes of contents thereof).
  2. Notwithstanding anything in the foregoing to the contrary and without violating any provisions of this Section, Aki Technologies shall have the right to use information, including performance metrics, sales lift information and results, regarding the services provided to a Client or Brand Owner to author and publish case studies, articles, white papers, and similar materials (collectively, “Industry Papers”) at its sole discretion, provided that such Industry Papers do not expressly link Confidential Information with Client and/or Brand Owner.
  3. The obligations under this Section shall continue for two (2) years following expiration or termination of an Insertion Order.

Data collected or generated by Aki Technologies pursuant to an Insertion Order and held by Aki Technologies in a form that is identifiable to Client or Brand Owner shall be and shall remain the property of Client or Brand Owner, as applicable (“Client Data”). Aki Technologies shall have a perpetual, royalty-free, non-exclusive license to use Client Data pursuant to an Insertion Order and these Terms, and to aggregate, or otherwise manipulate, or create derivative works from, Client Data in a form that is not identifiable to Client or Brand Owner.

Each Party hereby represents and warrants that: (i) it is duly organized and validly existing under applicable law; (ii) it has the requisite power and authority to enter into, execute and deliver an Insertion Order, and to consummate the transactions contemplated by an Insertion Order in accordance with its terms (in particular, if Client represents a Brand Owner in connection with an Insertion Order, Client represents and warrants that it is authorized to act on behalf of Brand Owner with respect to all matters in connection with an Insertion Order and Client shall be liable for any action of Brand Owner which would constitute a breach of an Insertion Order); (iii) neither the execution of an Insertion Order, the performance of its obligations, nor the grant or exercise of the rights and licenses herein will conflict with or result in a breach or violation of any of the terms or provisions of any Insertion Order it may have with any other party; (iv) it has the right and authority to grant the rights and licenses for the materials provided by it, and that the use of such materials will not violate any other party’s intellectual property rights or other rights, including but not limited to rights of privacy or publicity; (v) all materials provided by it will be truthful and not misleading, and will comply and conform in all respects to all applicable federal, state and local laws, regulations and ordinances of any kind, including, without limitation laws prohibiting false, fraudulent, deceptive or misleading advertising and laws prohibiting obscenity, indecency, and child pornography. It shall notify the other Party immediately in the event it becomes aware of any facts or circumstances that might constitute a violation of this representation; and (vi) it will comply with all applicable federal, state and local laws in the performance of its obligations. In addition to the foregoing, Client represents and warrants that: (i) the advertised product and all materials provided by Client shall comply with all applicable federal, state and local laws, regulations, administrative guidelines, orders and ordinances, including, as applicable, the Sunshine Act, the Federal Trade Commission Act and Federal Trade Commission guidance, the Food, Drug & Cosmetic Act and Food and Drug Administration guidance, and state law equivalents; (ii) any claims contained in any materials provided by Client shall be substantiated and that Client shall provide proof of such substantiation upon request (which, for prescription drug advertising, shall include a letter from Client’s lawyer attesting to FDA compliance (including that creative for prescription drugs complies with the FDA’s direct-to-consumer guidelines (e.g., contains a “fair balance” between benefit and risk information).


Except as otherwise limited herein, each Party (the “Indemnitor”) agrees to defend, indemnify, and hold harmless the other Party (the “Indemnitee”) and its officers, directors, and employees from and against any and all damages, losses, costs, and expenses (including reasonable attorneys’ fees), judgments, and liabilities (collectively, “Expenses”) that (i) are made against or incurred by the Indemnitee in connection with a third party claim and (ii) arise out of or relate to acts or omissions of the Indemnitor in the performance of this Agreement that constitute gross negligence or willful misconduct on the part of the Indemnitor, so long as such Expenses are not primarily caused by the Indemnitee, its officers, directors, or employees. The indemnification set forth in this Section is conditioned upon (a) the Indemnitee providing the Indemnitor written notice of any claim or cause of action upon which the Indemnitee intends to base a claim of indemnification hereunder, (b) the Indemnitee providing reasonable assistance and cooperation to enable the Indemnitor to defend the action or claim hereunder, and (c) the Indemnitee refraining from making prejudicial statements associated with such claim without the prior written consent of the Indemnitor.

The Parties and Brand Owner affirm and agree that they are equal employment opportunity employers and are in full compliance with all applicable anti-discrimination laws, rules, and regulations. The Parties and Brand Owner agree not to harass, discriminate against, or retaliate against any employee of a Party or Brand Owner or any Influencer because of their race, national origin, age, sex, religion, disability, marital status, or other category protected by law; nor shall any Party or Brand Owner cause or request anyone to engage in such discrimination, harassment, or retaliation. In the event of any complaint of unlawful discrimination, harassment, or retaliation, the Parties and Brand Owner agree to cooperate in the prompt investigation and resolution of such complaint, which could include termination of the Insertion Order.

Each Party agrees throughout the term of an Insertion Order to maintain in full force and effect commercial general liability, umbrella liability, advertiser’s error and omissions liability and professional liability insurance coverage in a reasonable amount, at its own expense. Upon request, a Party shall furnish to the other a certificate of insurance evidencing the same upon execution of an Insertion Order.

Any notice required or permitted by this Insertion Order shall be in writing and shall be sent by a recognized commercial overnight courier, or mailed by registered or certified mail, return receipt requested, addressed to the other Party as set forth below or to such other contact, address, as may be provided in writing by either Party hereunder. Additionally, as to Aki Technologies, a copy shall be sent to: Aki Technologies, Inc., 1 W. 4th St., Suite 500, Winston-Salem, North Carolina 27101, Attn: General Counsel.

  1. Entire Insertion Order/Amendment. These Terms, and an applicable Insertion Order, shall constitute the entire agreement between the Parties with respect to subject matter hereunder, and supersedes all prior agreements, purchase orders, service orders and understandings between the Parties with respect to the subject matter herein. No amendment or modification hereof shall be valid unless in writing and signed by the duly authorized representative(s) of both Parties.
  2. Force Majeure. Aki Technologies shall not be liable to Client for any delay or failure of performance if such delay or failure is caused by weather conditions, earthquake, fire, flood, externally caused transmission interferences, satellite failure, war, riot, pandemic, acts of terrorism, civil disturbance, or any cause beyond the control of Aki Technologies (each an “Event of Force Majeure”). If a delay or failure of performance by Aki Technologies is caused by an Event of Force Majeure, Aki Technologies shall notify Client and shall be released without any liability from its performance to the extent and for the period of time that such performance is prevented by the Event of Force Majeure
  3. Governing Law. This Insertion Order shall be deemed to have been executed in Winston-Salem, Forsyth County, North Carolina and shall be governed by and construed in accordance with the laws of the State of North Carolina, without reference to the conflict of law rules of such state. The Parties hereto irrevocably agree that any legal action or proceeding with respect to this Agreement shall be brought exclusively in the courts in the State of North Carolina, and further agree to submit to the jurisdiction and venue of such courts.
  4. Severability. If any term or condition of these Terms or in an applicable Insertion Order is held to be invalid, void, or otherwise unenforceable by any court of competent jurisdiction, that holding shall in no way affect the validity or enforceability of any other term or condition of these Terms or an Insertion Order, unless enforcing the balance of the Insertion Order would deprive either Party of a fundamental benefit of its bargain.
  5. Relationship of the Parties. Aki Technologies shall perform its obligations under these Terms or an Insertion Order as an independent contractor. Nothing contained herein shall place the Parties in the relationship of partners, joint venturers, principal-agent, or employer-employee nor shall either Party have any right to obligate or bind the other in any manner whatsoever.
  6. Assignment.; Subcontractors. Except as specifically permitted herein, a Party’s obligations may not be assigned without the prior written consent of the other Party, such consent not to be unreasonably withheld. Any assignment without such consent shall be void upon written notice. Notwithstanding the foregoing, Client may assign an Insertion Order to a purchaser of substantially all of the assets of Client, and either Party may assign an Insertion Order to an Affiliate upon written notice to the other Party. Aki Technologies may subcontract, either wholly or in part, any Services under this Agreement to any affiliate, subcontractor, or third party provided that Aki Technologies will: (i) be deemed to have performed the Services actually performed by such affiliate, subcontractor, or third party; and (ii) remain responsible and liable for such Services as if Aki Technologies had provided the Services itself.
  7. Survival. The Parties’ obligations under Fees and Invoicing, Content License, Client/Brand Owner License Grant, Confidentiality, Representations and Warranties, Limitation of Liability, Indemnification, Notices, Dispute Resolution and this Section, Miscellaneous, each shall survive the termination of an Insertion Order.

To the extent any Insertion Order includes support for Sweepstakes Services, as defined below, this Addendum will apply.

  1. Sweepstakes Services shall include any sweepstakes or contests in which Aki Technologies acts as the administrator on behalf of the Client.
  2. Specific Sweepstakes Services (“Sweepstakes Services”), to be mutually agreed upon and included on an Insertion Order, may include any or all of the following:
    1. Concept development, including promotion format, execution, theme, and prizes;
    2. Drafting official rules for the sweepstakes or contest;
    3. Registering and/or Bonding the sweepstakes or contest with the appropriate authorities to the extent required by applicable law;
    4. Obtaining pre-approval of official rules by applicable regulatory agencies as required by applicable law, to the extent the sweepstakes or contest involves Regulated Products, as defined in the Regulated Products Addendum;
    5. Creating and/or hosting a landing page or online hub for the sweepstakes or contest;
    6. Creating collateral materials promoting the sweepstakes or contest;
    7. Collecting and processing entries;
    8. Selecting, verifying, and notifying winners;
    9. Drafting and obtaining release forms from winners, which shall include the Client as a released party;
    10. Procuring and fulfilling prizes;
    11. Providing prize winners with tax reporting forms or information, as may be required by law;
    12. Responding to requests for winner’s lists; and
    13. Resolving complaints related to the administration of the sweepstakes or contest, excluding any complaints relating to Client’s company, brand, products, and/or services, for which Client shall be solely responsible.
  3. Any Insertion Order including Sweepstakes Services must specifically set forth which of the specific services listed above that Aki Technologies will provide. Aki Technologies has no responsibility for any Sweepstakes Services that are not specifically set forth in the Insertion Order. If Client performs any part of the Sweepstakes Services itself, Aki Technologies shall have no responsibility or indemnification obligations for such services.
  4. Aki Technologies will provide the Client with a draft of the official rules for the sweepstakes or contest, as well as ancillary creative materials (such as wireframes for the associated website). The client will respond within 48 hours of receipt with approval, requested revisions, or a request for more time, or the Client will be deemed to have approved the official rules and all such ancillary creative materials. If Aki Technologies makes Client-requested revisions within the 48-hour window, the Client will respond to revised materials within 24 hours of receipt of such revised materials or such revised materials will be deemed approved.
  5. Aki Technologies shall have no responsibility for or obligations related to any statements or materials in connection with sweepstakes or contests made or created by Client or its agents. Aki Technologies shall have no responsibility for or obligations related to any use by Client or its agents of materials prepared by Aki Technologies in a context different from the context for which the materials were created.
  6. Client shall be solely responsible for complying with all applicable data protection and privacy laws and regulations with respect to any personal information collected from entrants in connection with Sweepstakes Services. Client’s privacy policy, which shall comply with applicable data protection and privacy laws and regulations, will be referenced in the official rules for the sweepstakes or contest unless otherwise agreed by the Parties in writing. Aki Technologies shall have the authority to use such personal information solely to administer the sweepstakes or contest on Client’s behalf and for such other uses as may be authorized by Client or entrants in accordance with applicable data protection and privacy laws and regulations.
  7. Sweepstakes Services may be provided in whole or in part by one or more of Aki Technologies’s third-party vendors without notice or identification to Client.

To the extent any Insertion Order involves the promotion of any products containing alcohol, tobacco, CBD, or any other products the promotion or marketing of which may be subject to federal, state and local law, rules or industry regulations (“Regulated Product(s)”), this Addendum will apply.

  1. Client shall be solely responsible for compliance with all federal, state and local law, rules or industry regulations regarding Regulated Products.
  2. Client may provide Aki Technologies with information regarding compliance with federal, state and local law, rules or industry regulations regarding Regulated Products, and Client may require that Aki Technologies provide that information to Influencers.
  3. Pursuant to Section 1(g) of the Terms, if Client elects to review and approve Influencer Content prior to Content posting Client may request Content revisions in order to comply with federal, state and local law, rules or industry regulations regarding Regulated Products.
  4. Client is responsible for ensuring that any Regulated Products promoted in connection with an Insertion Order are compliant with federal, state, and local laws, rules, and industry regulations. This includes ensuring that such products can legally be sold to adult consumers in the U.S. For alcoholic beverages, Client must ensure compliance with the Alcohol and Tobacco Tax and Trade Bureau (“TTB”) regulations and all labeling, packaging, and marketing materials are truthful and accurate.
  5. If the Content will be used in connection with any on-site promotion, rebate, coupon, discount, sweepstakes or other promotion to consumers conducted by or for Client, Client will be solely responsible for compliance with all applicable state and federal laws and regulations, including where applicable any rules or written policies established by alcoholic beverage regulatory agencies.

End of Addenda

Legal questions? Let us know