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People First Influencer Terms of Use

These People First Influencer Terms of Service (the “Terms”) govern the relationship between People First Marketing, Inc., a Delaware corporation with its principal place of business at 12919 Horn Island Drive, Ocean City Maryland. (“People First” or the “Company”), and the individual or entity creating an account on, accessing, or using the People First platform as an influencer, creator, talent representative, or content publisher (“Influencer”).

These Terms become effective upon the earlier of: 

(a) Influencer creating an account on the People First platform; 

(b) Influencer accessing or using the platform; or 

(c) Influencer accepting, participating in, or performing services in connection with any campaign, Scope of Work (“SOW”), order form, campaign brief, or other engagement facilitated through the platform.

The Company and Influencer may each be referred to individually as a “Party” and collectively as the “Parties.”

BY CREATING AN ACCOUNT, ACCESSING OR USING THE PLATFORM, OR ACCEPTING OR PARTICIPATING IN ANY CAMPAIGN, SCOPE OF WORK, ORDER FORM, OR RELATED ADDENDUM THAT REFERENCES THESE TERMS, YOU AGREE TO BE BOUND BY THESE TERMS.

If you are entering into these Terms on behalf of a company or other legal entity, you represent and warrant that you have authority to bind such entity and its affiliates to these Terms, in which case the terms “you” and “your” refer to such entity and its affiliates.

Influencer acknowledges and agrees that electronic acceptance of these Terms, including by clicking “I Agree,” creating an account, accepting a campaign, submitting content, or otherwise using the platform, constitutes a legally binding electronic signature and enforceable agreement.

1. Scope(s) of Work.

The Company may engage Influencer to perform certain influencer marketing, promotional, advertising, content creation, media, or related services described in one or more Scope(s) of Work (“SOWs”) or campaign briefs (collectively, the “Services”). 

Each SOW may include campaign requirements, deliverables, timelines, compensation, usage rights, approval requirements, media channels, advertiser information, and related campaign terms.

Each SOW shall become effective upon acceptance by the Influencer through the platform, electronic signature, written confirmation, email confirmation, participation in the applicable campaign, submission of content, or such other method specified by the Company.

In the event of any conflict between these Terms and an applicable SOW, the SOW shall control solely with respect to the specific campaign or Services described therein.

“Social Media Channels” include, without limitation, Instagram, TikTok, YouTube, Facebook, Snapchat, X, Threads, Twitch, LinkedIn, Pinterest, Reddit, Discord, Substack, podcasts, blogs, streaming platforms, Connected TV (“CTV”), over-the-top (“OTT”) media services, and similar digital or media distribution channels.

2. Development and Approval of Content.

2.1 Initial Development and Approval

Influencer may be required to submit concepts, outlines, scripts, talking points, storyboards, captions, or other pre-production materials for review and approval prior to filming, recording, or production of Content. Influencer agrees to materially adhere to any language, claims, messaging, disclosures, or creative direction approved by the Company and/or applicable Advertiser during the review process.

All Content must comply with the applicable campaign brief, creative brief, campaign requirements, platform guidelines, and instructions provided by the Company or Advertiser. Prior to submission to the Advertiser, the Company may request reasonable revisions, edits, corrections, or modifications to ensure compliance with campaign requirements, brand safety standards, legal obligations, messaging requirements, or platform policies, and Influencer agrees to reasonably cooperate with such requests.

Influencer shall not publish, distribute, or otherwise make public any draft or final Content without receiving all required approvals from the Company and/or Advertiser. Any unauthorized publication of Content, including draft Content or Content that materially deviates from approved concepts or scripts, may constitute a material breach of these Terms and may result in immediate termination of the applicable campaign or these Terms, removal requests, forfeiture of compensation, chargebacks, make goods, and/or disqualification from future campaigns.

2.2 Ongoing Revisions

Following publication of approved Content, the Company or Advertiser may request reasonable modifications or removal of Content if:

  • factual claims become inaccurate;
  • legal or regulatory requirements change;
  • platform policies require modification;
  • the Content violates applicable law or platform standards; or
  • continued publication may reasonably create reputational or legal risk.

2.3 Delays

Time is of the essence with respect to campaign deliverables. Failure to submit content for review in a timely manner may result in delayed approval, cancellation of the campaign, removal from future campaigns, or other remedies specified in the applicable SOW.

3. Objectionable or Prohibited Content

Influencer agrees not to create, publish, or distribute Content that:

  • is unlawful, defamatory, fraudulent, deceptive, obscene, hateful, discriminatory, or infringing;
  • contains unsubstantiated claims;
  • violates FTC disclosure requirements;
  • violates platform rules or advertising policies;
  • promotes violence, self-harm, illegal conduct, or dangerous activity; or
  • may reasonably harm the reputation or goodwill of the Company or Advertiser.

The Company reserves the right to require removal or modification of prohibited Content.

4. Exclusivity and Brand Restrictions.

If specified in an applicable SOW, Influencer agrees not to promote competing brands, products, or services during the applicable exclusivity period.

Influencer agrees to comply with all campaign tagging, mention, linking, disclosure, and attribution requirements specified by the Company or Advertiser.

5. Influencer Representations and Warranties.

Influencer represents, warrants, and covenants that:

  • Influencer has the legal right and authority to enter into these Terms;
  • Influencer will perform Services professionally and in compliance with applicable laws;
  • Influencer will comply with FTC endorsement guidelines and applicable advertising laws;
  • Influencer will comply with platform policies and community standards;
  • Influencer owns or has secured all rights necessary to create and distribute the Content;
  • the Content does not infringe the rights of any third party;
  • Influencer is at least eighteen (18) years old;
  • Influencer will not artificially inflate followers, views, engagement, impressions, clicks, or performance metrics through bots, purchased engagement, deceptive amplification, engagement pods, or fraudulent activity; and
  • Influencer will provide accurate payment and tax information.

6. Compensation.

Subject to Influencer’s completion of the applicable Services and compliance with these Terms and the applicable SOW, the Company shall pay Influencer the compensation specified in the applicable SOW.

Upon publishing approved Content, Influencer must provide proof of completion, including live post links, screenshots, analytics, or other documentation reasonably requested by the Company. The Company reserves the right to review published Content to confirm compliance with all campaign requirements, posting instructions, disclosures, approvals, and deliverables prior to releasing payment.

Payments are facilitated through the People First platform using the Company’s third-party payment provider, Dots (“Dots”). Through Dots, Influencer may elect to receive payment through supported third-party payment services, including PayPal, Venmo, Cash App, direct ACH transfer, or other available payment methods supported by Dots.

Unless otherwise specified in the applicable SOW, People First shall process payments in accordance with the following payment schedule:

  • Payments of $1,500 USD or less: Payment via Dots payout methods within approximately ten (10) to fifteen (15) business days following campaign approval and payment processing eligibility.
  • Payments between $1,501 USD and $5,000 USD: Payment via invoice within thirty (30) days following receipt of a valid invoice and confirmation of campaign completion.
  • Payments exceeding $5,000 USD: Payment via invoice within sixty (60) days following receipt of a valid invoice and confirmation of campaign completion.

Influencer is solely responsible for maintaining accurate payment, tax, and payout information within the platform. Failure to provide accurate information or required documentation may delay payment processing.

The Company reserves the right to withhold, reduce, reverse, or deny payment in the event of incomplete deliverables, unauthorized posting, fraudulent activity, artificial engagement, breach of these Terms, violation of campaign requirements, failure to comply with approved instructions, or failure to provide required proof of completion.

7. Term and Termination.

7.1 Term

These Terms remain effective for so long as Influencer maintains an account on the People First platform or participates in any campaign facilitated through the platform. Notwithstanding the foregoing, any provisions relating to payment obligations, confidentiality, intellectual property, licensing rights, usage rights, indemnification, limitation of liability, dispute resolution, or other obligations intended to survive termination shall remain in effect following termination or expiration of these Terms.

Unless otherwise specified in the applicable SOW:

  • Campaign-related obligations remain effective for twelve (12) months following Influencer’s participation in the applicable campaign;
  • Paid Media Rights begin on the first date of paid use of the Content; and
  • Usage rights continue for the duration specified in Section 9 or the applicable SOW.

7.2 Termination by Company or Advertiser 

The Company may suspend, restrict, or terminate Influencer’s access to the platform or participation in any campaign at any time:

  • for violation of these Terms or any applicable SOW;
  • for unauthorized posting or publication of unapproved Content;
  • for failure to comply with approved scripts, concepts, campaign requirements, Creative Briefs, posting instructions, disclosure requirements, or requested revisions;
  • if submitted Content remains non-compliant following reasonable revision opportunities;
  • for fraud, suspected fraudulent activity, artificial engagement, purchased followers, deceptive metrics, or other inauthentic activity;
  • for reputational, legal, regulatory, political, or brand safety concerns;
  • if required or requested by the applicable Advertiser;
  • for violation of platform policies or applicable law; or
  • at the Company’s discretion upon reasonable notice.

In the event the Company or Advertiser terminates a campaign for convenience after Influencer has reasonably completed requested revisions, edits, or modifications in good faith, Influencer shall be entitled to a termination payment equal to twenty percent (20%) of the compensation specified in the applicable SOW.

Notwithstanding the foregoing, no termination payment or additional compensation shall be owed if termination results from:

  • Influencer’s breach of these Terms or the applicable SOW;
  • unauthorized posting or publication of draft, unapproved, or non-compliant Content;
  • failure to comply with approved concepts, scripts, Creative Briefs, campaign requirements, or requested revisions;
  • fraudulent activity, artificial engagement, purchased followers, deceptive amplification, or falsified metrics;
  • violation of applicable law, FTC guidelines, platform policies, or advertiser requirements;
  • reputational, legal, regulatory, political, or brand safety concerns caused by Influencer’s conduct or Content; or
  • any other material misconduct, act, or omission by Influencer that negatively impacts the campaign, Company, Advertiser, or platform.

Unless otherwise specified in the applicable SOW, any approved termination payment shall be processed within ten (10) to fifteen (15) business days or otherwise in accordance with the applicable payment schedule set forth in section 6 of these terms. 

7.3 Effect of Termination

Upon termination:

  • Influencer shall cease using confidential information and Advertiser materials;
  • outstanding payment obligations remain subject to compliance with these Terms;
  • licenses already granted under these Terms survive termination; and
  • Sections intended to survive termination shall remain in effect.

8. Ownership of Advertiser Materials

The Company or applicable Advertiser retains all rights, title, and interest in and to all trademarks, logos, brand assets, campaign materials, creative assets, and other materials provided to Influencer (“Advertiser Materials”).

Influencer receives a limited, non-exclusive, revocable license to use Advertiser Materials solely as necessary to perform the applicable Services.

9. Ownership of Influencer Content

Except as expressly licensed under these Terms or an applicable SOW, Influencer retains ownership of the original Content created by Influencer.

Nothing in these Terms transfers ownership of Influencer’s intellectual property to the Company or Advertiser.

10. Licenses to Influencer Content

10.1 Organic Usage Rights

Influencer grants the Company and the applicable Advertiser a non-exclusive, worldwide, royalty-free, sublicensable license to use, repost, display, publish, distribute, and publicly perform the Influencer Content on owned and operated digital properties and non-paid media channels in perpetuity, including websites, social media channels, blogs, newsletters, presentations, case studies, email marketing, public relations materials, and organic streaming placements.

10.2 Paid Media Rights

Subject to any limitations set forth in the applicable SOW, Influencer grants the Company and the applicable Advertiser a non-exclusive, worldwide, royalty-free license to use, reproduce, edit, modify, adapt, distribute, publicly display, publicly perform, broadcast, promote, and create derivative works from the Influencer Content in connection with paid advertising, sponsored content, paid amplification, and promotional campaigns.

Paid Media Rights may include use across:

  • social media advertising platforms;
  • whitelisting, dark posting, and Spark Ads;
  • display and banner advertising;
  • search engine advertising;
  • programmatic advertising;
  • Connected TV (“CTV”);
  • over-the-top (“OTT”) streaming services;
  • streaming television platforms;
  • digital out-of-home (“DOOH”) advertising; and
  • similar paid or sponsored media distribution channels now known or later developed.

10.3 Usage Term

Unless otherwise specified in the applicable SOW:

  • Organic Usage Rights are perpetual;
  • Paid Media Rights, are granted for twelve (12) months from the date of first paid use; and
  • Any renewal, extension, or expanded usage beyond the original usage term or approved media channels shall require mutual written agreement and may require additional compensation.

11. Third Party Licenses.

Influencer is solely responsible for obtaining all required permissions, licenses, releases, and consents necessary for use of third-party content incorporated into the Content.

Upon request, Influencer shall provide documentation evidencing such rights and permissions.

12. AI, Synthetic Media, and Digital Replication

Unless expressly authorized in writing by Influencer, the Company and Advertiser shall not use the Influencer’s name, image, likeness, voice, avatar, biometric data, or Content to create AI-generated, synthetic, digitally cloned, or simulated endorsements that materially alter the Influencer’s original performance or statements.

Nothing in this Section restricts ordinary editing, formatting, resizing, captioning, localization, or technical adaptation permitted under these Terms.

13. Confidentiality.

Influencer acknowledges that, during participation in campaigns or use of the platform, Influencer may receive non-public, confidential, proprietary, or sensitive information relating to the Company, Advertisers, campaigns, or business operations (“Confidential Information”).

Confidential Information includes, without limitation:

  • campaign briefs;
  • compensation terms;
  • advertiser information;
  • marketing strategies;
  • analytics;
  • unpublished materials;
  • platform information;
  • research;
  • communications; and
  • the existence or terms of non-public campaigns.

Influencer agrees not to disclose or use Confidential Information except as necessary to perform Services under these Terms.

14. Non-circumvention.

During the Term and for one year (12 months) thereafter, Influencer agrees not to intentionally circumvent the Company by directly entering into materially similar campaign arrangements with an Advertiser first introduced through the platform, solely for the purpose of avoiding payment of fees or commissions owed to the Company.

15. Indemnification.

Influencer agrees to indemnify, defend, and hold harmless the Company, Advertisers, and their affiliates, officers, directors, employees, agents, successors, and assigns from and against any claims, liabilities, damages, losses, costs, and expenses arising out of:

  • Influencer’s Content;
  • Influencer’s breach of these Terms;
  • Influencer’s negligence or misconduct;
  • Influencer’s violation of law; or
  • allegations that the Content infringes the rights of a third party.

16. Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, OR LOSS OF DATA.

THE COMPANY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNTS PAID TO INFLUENCER UNDER THE APPLICABLE SOW GIVING RISE TO THE CLAIM.

17. Independent Contractor Relationship.

Influencer is an independent contractor and not an employee, partner, joint venturer, agent, or representative of the Company.

Influencer is solely responsible for taxes, withholdings, insurance, and legal compliance obligations arising from compensation received under these Terms.

18. Governing Law and Venue.

These Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of law principles.

Any dispute arising under these Terms shall be resolved exclusively in the state or federal courts located in New York County, New York.

19. Miscellaneous.

19.1 Severability

If any provision of these Terms is found unenforceable, the remaining provisions shall remain in full force and effect.

19.2 Entire Agreement

These Terms, together with any applicable SOW, constitute the entire agreement between the Parties relating to the subject matter herein.

19.3 Modifications

The Company may modify these Terms from time to time by posting updated Terms on the platform. Continued use of the platform following such updates constitutes acceptance of the revised Terms.

19.4 Assignment

Influencer may not assign or transfer these Terms without the Company’s prior written consent.

19.5 Waiver

Failure to enforce any provision of these Terms shall not constitute a waiver.

19.6 Notices

The Company may provide notices electronically through the platform, email, or other contact information associated with Influencer’s account.

19.7 Force Majeure

Neither Party shall be liable for delays or failure to perform caused by events beyond reasonable control, including natural disasters, platform outages, labor disputes, acts of government, war, terrorism, pandemics, or internet service interruptions.

19.8 Survival

Sections relating to intellectual property, licenses, confidentiality, indemnification, limitation of liability, payment obligations, and dispute resolution shall survive termination of these Terms.