Terra Origin TikTok Launch Incentive Program - Terms and Conditions (this “Agreement”)

Last Updated:  September 23, 2024

 

1.  Eligibility: 

The Terra Origin TikTok Launch Incentive Program ("Program") is open to TikTok Shop Affiliates who are part of the Creator’s Academy community. Each participant in the Program is referred to herein as a “Creator”.  Participants must meet the specified GMV (net of returns) (“Gross Merchandise Value”) targets within the designated timeframe to be eligible for the corresponding prizes.  Each of Creator and Terra Origin, Inc. (“Terra Origin”) may be referred to herein, individually, as a “Party” and, collectively, as the “Parties”.

2.  Prize Tiers and Maximum Values: 

Creators who reach the specified GMV tiers during 10/01/2024 through 12/31/2024 (the “Promotional Period”) will be eligible to claim one prize from the corresponding tier. The prizes and their maximum values are as follows:

  • $2K in GMV: Apple Watch Series 10 (Max Value: $400)
  • $5K in GMV: iPhone 16 Pro (Max Value: $1,000)
  • $7.5K in GMV: MacBook Pro M3 (Max Value: $1,600)
  • $12.5K in GMV: iPhone 16 Pro + MacBook Pro M3 (Max Value: $2,600)
  • $50K in GMV: Rolex (Men's or Ladies') (Max Value: $10,000)
  • $300K in GMV: Tesla Model 3 Performance (Max Value: $60,000)
  • $500K in GMV: 2024 Porsche Cayman or Macan (Max Value: $85,000)
  • $1M in GMV: 2025 Mercedes-Benz G-Class G550 (Max Value: $175,000)

The Max Values set forth above include applicable taxes, duties and fees. 

Photographs or depictions of prizes are for illustrative purposes only.  Actual prizes may vary from the photographs or depictions.

3.  Prize Redemption:

  • Prizes must be claimed within 30 days after the end of the Promotional Period. Affiliates can email info@terraorigin.com for instructions to claim their prize. Failure to claim within 30 days after the Promotional Period ends will result in forfeiture of the prize.
  • Creators can only select one prize from the tier they achieved; prizes from lower tiers will not be combined or awarded additionally.

4.  Cash Payment Option:

  • Creators who prefer not to take the physical prize can opt for a cash payment (“Cash Payment”), which will be 75% of the prize’s maximum value:
    • $2K GMV Tier: $300
    • $5K GMV Tier: $750
    • $7.5K GMV Tier: $1,200
    • $12.5K GMV Tier: $1,950
    • $50K GMV Tier: $7,500
    • $300K GMV Tier: $45,000
    • $500K GMV Tier: $63,750
    • $1M GMV Tier: $131,250

5.  Restrictions and Limitations:

  • Prizes are non-transferable and cannot be exchanged, except as provided above for the Cash Payment in lieu of a prize.
  • Terra Origin reserves the right to substitute any prize with one of equal or greater value, or to substitute a Cash Payment as provided above, if the original prize becomes unavailable.
  • Any applicable taxes, duties, or fees associated with the prize are the responsibility of the Creator.

6.  Fraud and Disqualification:

  • Terra Origin reserves the right to disqualify any Creator found to be engaging in unlawful or fraudulent activities or violating this Agreement or Program rules or promoting competing products..
  • Decisions made by Terra Origin regarding prize eligibility, distribution, and disqualification are final.

7.  Program Modifications:

  • Terra Origin reserves the right to modify, suspend, or terminate the Program at any time without prior notice. Any changes will be communicated to participants.

  • In the event of suspension or termination of the Program, creators who have reached the specified GMV tiers during the Promotional Period will still be able to claim their prizes in accordance with the terms outlined above.

8.  Compliance:

Creator videos (“Videos”) must comply with the Federal Trade Commission's (the "FTC") Guides Concerning Endorsements and Testimonials ("Endorsement Guides"), which can be viewed at the following link:  https://www.ecfr.gov/current/title-16/chapter-I/subchapter-B/part-255. Creator must clearly and conspicuously disclose a "material connection" with Terra Origin, making it clear that Creator is a paid influencer.  Creator must place the disclosure in plain sight and may not be buried in a link or placed in a string of hashtags or other disclosures. The Video should only make factual statements about Terra Origin and its products which Creator knows for certain are true and can be proven or verified.  The Video must be original and created solely by Creator.  The Video must not include the intellectual property of other parties, including any third-party music, photographs, artwork, trademarks, logos, or slogans.  The Video must not include any person, or personally identifiable information about anyone other than Creator.  The Video must comply with all TikTok rules, policies, guidelines and terms of use including, without limitation, TikTok Shop Creator Terms of Use.  The Video must comply with the Standards of Conduct set forth on Exhibit A.  The Video must comply with all applicable laws, rules, and regulations.

9.  Ownership; Grant of Rights:

Terra Origin is, and will be, the sole and exclusive owner of all right, title, and interest in and to the Video, including all copyrights and other intellectual property rights therein.  Terra Origin will own the Video as a work made for hire as defined in Section 101 of the Copyright Act of 1976. To the extent Terra Origin does not qualify as, or otherwise fails to be, work made for hire, Creator hereby: (a) assigns, transfers, and otherwise conveys to Terra Origin, irrevocably and in perpetuity, throughout the universe, all right, title, and interest in and to the Video, including all copyrights and other intellectual property rights in the Video; and (b) irrevocably waives any and all claims Creator may now or hereafter have in any jurisdiction to so-called "moral rights" with respect to the video.  Terra Origin hereby grants Creator a limited license to use the video solely for the promotion of Terra Origin’s products on TikTok in connection with the Program.

10.  Use of Creator’s Name, Likeness, and Information:

Creator hereby grants to Terra Origin the right to use Creator’s name, image, likeness, and biographical, professional, and other identifying information (including information Creator provides to Terra Origin and any other information about Creator that is publicly available) (collectively, "Likeness") in connection with the promotion of Terra Origin’s products on TikTok, and any derivative works Terra Origin makes from the Video, including to advertise and promote the same or any product that features or includes the Video or a derivative work of a Video, in whole or in part. Creator waives the right to inspect or approve any use of Creator’s Likeness as contemplated in this Agreement.

11.  Confidentiality:

Creator understands that Creator may be exposed to information about Terra Origin’s product advertising campaigns, Terra Origin’s marketing and brand strategies and other proprietary information of Terra Origin and ideas that may not have been disclosed to the public (collectively, the "Confidential Information"). Creator agrees to maintain the confidentiality of all Confidential Information disclosed to Creator (or which otherwise becomes available to Creator) in connection with the Program or otherwise, and Creator will hold all Confidential Information in strict confidence. Creator further agrees to refrain from disclosing or using Confidential Information for any purpose other than participating in the Program. The obligation to maintain the confidentiality of Confidential Information shall survive termination and continue for three (3) years.

12.  Representations and Warranties:

Creator represents and warrants that each Video:

(a)        is Creator’s sole and original creation;

(b)        has not been, and prior to use for the Program will not be, published or otherwise made publicly available, in whole or in part;

(c)        is not libelous or otherwise defamatory; and

(d)        does not, and 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.

13.  Indemnification:

Creator agrees to indemnify, defend, and hold harmless Terra Origin, its affiliates and its and their respective officers, directors, employees, agents, successors, and assigns, from and against any claims, judgments, damages, liabilities, settlements, losses, costs, and expenses, including attorneys' fees and disbursements, arising from or relating to any breach by Creator of Creator’s representations, warranties, covenants and other obligations hereunder.

14.  Termination:

Terra Origin may terminate Creator’s right to post Videos regarding Terra Origin and/or Terra Origin products, and may remove any posted Videos, on written notice to Creator if Creator:

(a)        commits or is alleged to have committed any criminal act or other act involving moral turpitude, drugs, or felonious activities; or

(b)        commits any act or becomes involved in any situation or occurrence which brings Creator into public disrepute, contempt, scandal, or ridicule, or which shocks or offends the community or any group or class thereof, or which reflects unfavorably upon Terra Origin or reduces the commercial value of Terra Origin’s association with Creator, or promotes competing products; or

(c)        information becomes public about Creator having, in the past, so conducted itself as in subsections (ai) or (b) above; or

(d)        If Creator is in breach of this Agreement or violates any Program rules.

15.  Relationship of the Parties:

(a)        Creator understands that it is an independent contractor with respect to Terra Origin, and this Agreement does not create any association, partnership, joint venture, employee, or agency relationship between Creator and Terra Origin for any purpose. Creator has no authority (and will not hold itself out as having authority) to bind Terra Origin and will not make any agreements or representations on behalf of Terra Origin.

(b)        Terra Origin is not responsible for withholding or paying any income, payroll, Social Security, or other taxes, making any insurance contributions, including unemployment or disability, or obtaining worker's compensation insurance on behalf of Creator.  Creator is solely responsible for all such taxes and contributions, including penalties and interest. Creator is not eligible under this Agreement to participate in any Terra Origin employee benefits, such as time off, medical, profit sharing, or retirement benefits.

16.  Miscellaneous:

(a)        This Agreement is personal to Creator. Creator will not assign or otherwise transfer any of its rights, or delegate, subcontract, or otherwise transfer any of its obligations of performance, under this Agreement. Any attempt to assign, delegate, or transfer in violation of this paragraph is void.  Terra Origin may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement. 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 New York without giving effect to any conflict of laws provisions that would result in the application of the laws of a different jurisdiction. Each Party agrees to institute any legal suit, action, or proceeding arising out of this Agreement or any Video exclusively in the federal or state courts in each case located in Nassau County or Suffolk County, State of New York.

(c)        If any provision, or part thereof, of this Agreement shall be held to be invalid or unenforceable, such invalidity or unenforceability shall attach only to such provision and not in any way affect or render invalid or unenforceable any other provisions of this Agreement, and this Agreement shall be carried out as if such invalid or unenforceable provision, or part thereof, had been reformed, and any court of competent jurisdiction or arbiters, as the case may be, are authorized to so reform such invalid or unenforceable provision, or part thereof, so that it would be valid, legal and enforceable to the fullest extent permitted by applicable law. 

(d)        No waiver of any obligation of either Party shall be effective unless in a writing signed by the Party sought to be charged with such waiver.

(e)        Any notice, demand, request or other communication which is required, called for or contemplated to be given or made hereunder to or upon any Party shall be deemed to have been duly given or made for all purposes if (a) in writing and (b) sent by (i) messenger or a recognized international overnight courier service for next day delivery with receipt therefor, or (ii) certified or registered mail, postage paid, return receipt requested, or (iii) personal delivery to such Party, or (iv) by email and, in the case of notices to Terra Origin, with a copy sent simultaneously by any other means set forth above, at the following address:  If to the Terra Origin: Terra Origin, Inc., 330 Oser Avenue, Hauppauge, NY  11788, Attn: Legal Department, Email: info@terraorigin.com; and  if to Creator, at Creator’s postal address or to Creator’s email address.

(f)        All provisions of this Agreement which would reasonably be expected to survive termination or expiration of this Agreement will survive termination or expiration of this Agreement including, without limitation, paragraphs 8, 9, 10, 11, 12, 13, 15 and 16.

By participating in the Program, Creator agrees to the terms and conditions set forth in this Agreement and Creator agrees to be bound by this Agreement.


 

Exhibit A

Standards of Conduct

With respect to TikTok Videos created for the Program, Creator must adhere to the following standards:

  • Creator must comply with the Federal Trade Commission's (the "FTC") Guides Concerning Endorsements and Testimonials (https://www.ecfr.gov/current/title-16/chapter-I/subchapter-B/part-255), including making:
    • statements that reflect Creator’s honest beliefs, opinions, and experiences; and
    • clear and conspicuous disclosure about Creator’s connection to Terra Origin in all Videos.
  • To better understand responsibilities of Creator under the Endorsement Guides, Creator must review:
    • The FTC's Endorsement Guides: What People Are Asking (https://www.ftc.gov/business-guidance/resources/ftcs-endorsement-guides-what-people-are-asking).
    • FTC: The Do's and Don'ts for Social Media Influencers (https://www.ftc.gov/news-events/news/press-releases/2017/09/csgo-lotto-owners-settle-ftcs-first-ever-complaint-against-individual-social-media-influencers).
    • FTC: Disclosures 101 for Social Media Influencers (https://www.ftc.gov/business-guidance/resources/disclosures-101-social-media-influencers).
    • FTC: Do you endorse things on social media? (https://www.ftc.gov/media/71405).
  • Creator may not:
    • make deceptive or misleading claims about Terra Origin products or products of competitors;
    • make any claims about Terra Origin products or competitors' products that are not backed up by evidence;
    • disclose any confidential information of Terra Origin;
    • disparage Terra Origin or its products;
    • engage in any communication that is defamatory or infringes upon the copyright, trademark, privacy, publicity, or other intellectual property rights of others;
    • offer for sale or solicit products on behalf of Terra Origin;
    • 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 Terra Origin’s consumers or other individuals.
  • Creator must adhere to:
    • the posted policies, guidelines, and terms of use on any platform on which Creator posts content on behalf of Terra Origin, understanding that any of these platforms' disclosure requirements about Creator’s connection to Terra Origin do not necessarily satisfy FTC disclosure requirements; and
    • any additional guidelines provided by Terra Origin, such as specific Program requirements, and any Terra Origin social media endorsement policies.
  • Creator must not create fake followers or engagement on TikTok, such as:
    • buying followers;
    • using bots to grow audience size by automating account creation, following, commenting, and liking; or
    • post fake sponsored content.
631.300.2306 | info@terraorigin.com
Terra Origin, Inc. 330 Oser Ave. Hauppauge, NY 11788 United States