Campaign Terms
APEXDROP TERMS & CONDITIONS
Master Agreement
By executing a statement of work, addendum, service order, quote, proposal, or similar ordering document (each, a “Service Order”) issued by ApexDrop LLC (“ApexDrop”), the counterparty identified in the Service Order (“Client”) accepts and agrees to be bound by these Terms & Conditions (the “Agreement”). If you enter into this Agreement on behalf of an entity, you represent and warrant you have authority to bind that entity, and “Client” refers to that entity. Each party represents and warrants that it has read and understands all provisions of this Agreement. Client must accept this Agreement before receiving any Services.
Definitions
“Services” means ApexDrop’s consumer research and sampling program management, coordination, and consulting services provided under a Service Order. “Members” means ApexDrop’s opted-in influential consumer participants. “Program Guidelines” means the operational rules set forth in Section 1.10 (Program Guidelines – Embedded), as they may be updated by ApexDrop upon at least thirty (30) days’ prior written notice; provided that any update that materially and adversely affects Client’s rights or obligations will not apply to the then-current Service Order if Client objects in writing during such notice period. In the event of any conflict between the Program Guidelines and this Agreement, this Agreement controls. “Personal Data” means information relating to an identified or identifiable individual, including “personal information” under CPRA and “personal data” under GDPR. “De-identified Data” means data that cannot reasonably be used to infer information about, or otherwise be linked to, an identified or identifiable person.
1. Services
1.1 Provision of Services.
Subject to this Agreement and timely payment of undisputed fees, ApexDrop will provide the Services under the applicable Service Order. The Services consist exclusively of professional advertising/consulting services and DO NOT include the sale, transfer, or delivery of digital products, files, or content. Any access to campaign content is provided solely as an administrative convenience incidental to ApexDrop’s Services. Client will not use the Services in violation of this Agreement. Services do not include, and shall not include, exerting any control over Member social media accounts or content. Any modification to the scope must be agreed in a signed writing.
1.2 Fulfillment Coordination; Separation.
ApexDrop will coordinate Member selection for product sampling. Client will arrange shipment to Members. Where necessary to facilitate shipment, ApexDrop may, consistent with its Member notices/consents, relay to Client the minimum Member shipping information needed for fulfillment. Each party processes Personal Data as an independent controller with respect to its own processing activities; ApexDrop does not act as Client’s processor. ApexDrop will manage campaign-related communications in accordance with the Program Guidelines (Section 1.10).
1.2.1 Research Feedback.
ApexDrop will provide Client with aggregated and/or pseudonymized survey responses and feedback through the dashboard and/or reports. ApexDrop maintains separation between Client and Member identities during the request/selection phase to avoid bias. Client will not receive personally identifiable information about a Member until the Member indicates interest in sampling and has consented to identification.
1.2.2 Research Program Structure.
This is a consumer research program with standard testimonial-release provisions, not a traditional influencer marketing campaign. Members are research participants who receive samples for product testing, similar to focus group participants or in-store sampling recipients. Nothing herein obligates Members to create content.
1.3 Client Responsibilities; Warranties.
Client is responsible for packaging and delivery of sample products (“Products”) to consumers. Client represents and warrants that: (i) Products comply with applicable laws; (ii) samples are provided at no cost and without incentives other than the sample product; (iii) Products and Client materials will not give rise to claims for libel, slander, defamation, unfair comparison, indecent/false/misleading or deceptive advertising, undue influence, infringement of IP/moral rights, or violation of privacy laws; and (iv) Client will use any Member contact information collected in Client systems solely for lawful purposes permitted by Client’s privacy policy and applicable law.
1.4 Third-Party Sites.
If the Services interface with third-party platforms (e.g., Twitter/X, TikTok, Instagram, LinkedIn, Facebook, Google) (“Third-Party Sites”), ApexDrop does not control their terms, privacy policies, operation, IP rights, performance, or content, and disclaims responsibility and liability for Third-Party Sites and information collected from them.
1.5 Third-Party Services.
ApexDrop may make third-party products or services available for use with the Services (“Third-Party Services”). Third-Party Services are provided “as is,” and ApexDrop disclaims all representations and warranties regarding them (including merchantability, fitness for a particular purpose, non-infringement, accuracy, and non-interference). ApexDrop is not liable for harm arising from use of Third-Party Services.
1.6 Loyalty, Rewards and Similar Programs.
If Client uses the Services in connection with a loyalty, rewards, contest, sweepstakes, or similar program, Client is responsible for ensuring program compliance with applicable laws, codes, rules, and regulations.
1.7 Authenticity & Disclosures.
The Program Guidelines include authenticity and disclosure requirements. ApexDrop provides Members with educational materials regarding applicable disclosure rules (e.g., FTC guidance). Client acknowledges it may have independent compliance obligations and will not instruct Members inconsistently with the Program Guidelines in Section 1.10.
1.8 Client Content.
As between the parties, Client is responsible for all content it posts via the Services (e.g., responses to end-user questions).
1.9 Account Protection.
If Client becomes aware that account credentials are compromised, Client will deactivate the account or change credentials promptly, and will promptly disable access for individuals no longer authorized.
1.10 Program Guidelines – Embedded.
The Services operate under the following rules:
(1) Independence of Members. Members are independent consumers, not agents, employees, or contractors of ApexDrop or Client. There is no obligation for Members to create or post content.
(2) No Control of Member Content. Neither party will require, script, edit, or approve Member content, except that Client may request removal of Client’s own marks as required by law or platform policy, provided the Member’s message is not altered.
(3) No Direct Outreach During Campaign. Client will not directly contact Members during the campaign and for six (6) months thereafter, except (i) through ApexDrop; (ii) to respond to Members’ unsolicited public posts; or (iii) where legally required.
(4) No “Influencer Marketing” Characterization. The program is a consumer research and sampling initiative. Client will not characterize it as influencer marketing or imply pay-for-post arrangements.
(5) Shipping & PII Handling (Client Systems Only). Client will collect and use any shipping/contact information solely in Client-controlled systems for fulfillment and lawful post-campaign uses consistent with Client’s privacy policy and applicable law. ApexDrop does not access or process Member Personal Data on Client’s behalf for fulfillment. For clarity, ApexDrop may relay minimal Member shipping information to Client as permitted under Section 1.2 and Section 8.1(f).
(6) Aggregated/Pseudonymized Outputs. ApexDrop’s deliverables consist of aggregated and/or pseudonymized research results that omit direct identifiers unless a Member has expressly consented to identification or contact for that purpose.
(7) Disclosure Education. ApexDrop provides Members with educational materials regarding applicable disclosure rules (e.g., FTC guidance). Client will not instruct Members inconsistently with these materials.
(8) Content Rights (Facilitated License). Members own their content. If a Member voluntarily and publicly shares product-related content and consents via program flows, Client may receive a non-exclusive, worldwide, royalty-free, transferable to affiliates, and sublicensable license, perpetual for marketing, advertising, research, and internal purposes, subject to platform terms and Member privacy choices. ApexDrop facilitates such license and does not sell or license content itself.
(9) Data Exchange Limits; Springing DPA. The parties will not exchange Personal Data except as expressly agreed in a signed amendment. If they later agree that ApexDrop will process Personal Data on Client’s behalf, they will execute a data processing addendum before such processing begins.
(10) Issue Escalation. Client will promptly notify ApexDrop of any Member-related issues encountered by Client, and ApexDrop will coordinate responses consistent with these Guidelines.
2. Mutual Cooperation.
Each party will use commercially reasonable efforts to carry out the campaign and the transactions contemplated by the Service Order and this Agreement.
2.1 Assistance.
Client will provide ApexDrop information and assistance reasonably requested to activate and operate the Services, as further detailed in the applicable Service Order.
3. Shipment & Fulfillment.
Client will fulfill Member sample shipments within five (5) business days after receiving the information in Client’s systems. Client will provide at least fourteen (14) calendar days’ written notice of any material delay relative to an agreed timetable. Failure to meet an agreed timetable not caused by a force majeure event and not cured within ten (10) days after notice may constitute a breach.
4. Member Content and Communications.
Client will not modify Member-generated content without the Member’s prior written permission, except as required by law or to remove Client’s own trademarks in a manner that does not alter the Member’s message. During the campaign and for six (6) months thereafter, Client will not directly contact Members except through ApexDrop, provided that this does not prohibit responses to unsolicited public posts or legally required communications.
4.1 No Posting Requirements.
Members have no obligation to create or post content. The Services are for product research and sampling only. Any Member content is voluntary at the Member’s sole discretion. Client will not measure success based on posting rates.
4.2 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement (including Members), except as expressly set forth in the indemnification provisions for affiliates and permitted assignees.
5. Terms of Payment.
5.1 Fees; Commencement.
Fees are due as set forth in the Service Order, and work will commence upon receipt of payment in full unless otherwise specified. All fees are exclusively for professional consulting and campaign management services and do not include any sale or transfer of digital products or content.
5.2 Recurring Payments.
Client authorizes ApexDrop to automatically charge the payment method provided in the Service Order for fees on a recurring basis, and authorizes Client’s financial institution to process such payments.
6. Activation Credits.
6.1 Allocation and Flexibility.
Activation Credits included in a service package may be used to launch campaigns subject to usage policies.
6.2 Usage Policies.
Per-campaign minimum: fifty (50) Activation Credits. Per-campaign maximum: one hundred fifty (150) Activation Credits.
6.3 Credit Period; Expiration.
Activation Credits are internal service credits with no cash value and are non-transferable. Each allocation of Activation Credits is granted under, and is valid only during, the credit period of the Service Order under which it was purchased (the “Credit Period”). Unless the applicable Service Order specifies a different period, the Credit Period begins on the Service Order Effective Date and ends twelve (12) months thereafter.
Activation Credits not used within their Credit Period expire automatically at the end of that Credit Period and are forfeited. Expired Activation Credits are not refundable, transferable, or carried forward into any Renewal Term or subsequent Service Order.
For the avoidance of doubt, renewal of this Agreement under Section 12.1 extends the term of this Agreement only. It does not extend any Credit Period or revive any expired Activation Credits.
Activation Credits terminate immediately upon termination of the applicable Service Order or this Agreement, except where Section 12.3 applies.
6.4 Renewal Allocations.
Activation Credits are purchased per Service Order. Each Renewal Term requires a new Service Order specifying the Activation Credits allocated for that Renewal Term and the applicable fees. No Activation Credits are granted and no Services are provided for a Renewal Term until a Service Order for that Renewal Term has been executed by both parties. Renewal of this Agreement does not entitle Client to any Activation Credits, and does not carry forward Activation Credits from any prior term.
7. Ownership & Authorization.
7.1 Proprietary Rights.
ApexDrop owns its platform, tools, methodologies, and pre-existing materials. Client owns its products, trademarks, and pre-existing materials. No transfer of ownership occurs by virtue of this Agreement. Client will obtain third-party releases, licenses, permits, and authorizations necessary for ApexDrop to provide the Services.
7.2 User-Generated Content; License Facilitation.
Members own their content. ApexDrop facilitates a direct, limited license from Members to Client for content Members voluntarily make publicly available and expressly license to Client via program flows. Such license is non-exclusive, worldwide, royalty-free, transferable to Client’s affiliates, sublicensable to distribution partners, and perpetual for marketing, advertising, research, and internal purposes, subject to applicable platform terms and Member privacy choices. ApexDrop itself does not sell or license Member content; it facilitates the grant.
7.3 No Creation Obligation.
Nothing herein requires Members to create content.
8. Confidentiality.
Each party will protect the other party’s Confidential Information using at least reasonable care and will use it only to perform this Agreement. Confidential Information excludes information that is public without breach, independently developed, received from a third party without duty, or required to be disclosed by law (with prompt notice where legally permitted). No license to intellectual property is granted by this Section.
8.1 No Personal Data Processing on Client’s Behalf; De-Identified Outputs Only.
(a) Direct Collection by Client. Members will submit any contact or shipping information directly to Client via Client-controlled systems. ApexDrop will not access, receive, or process Member Personal Data on Client’s behalf.
(b) ApexDrop as Independent Controller. To the extent ApexDrop separately contacts or manages its own Member community, ApexDrop does so using data it collects independently and will not disclose Member Personal Data to Client except as permitted in Section 8.1(f).
(c) Outputs. Deliverables consist of aggregated and/or pseudonymized research results that omit direct identifiers unless a Member has expressly consented to identification or contact for that purpose.
(d) No Data Exchange. The parties will not exchange Personal Data except as permitted under Section 8.1(f) or as otherwise expressly agreed in a signed amendment.
(e) Springing DPA. If the parties later agree that ApexDrop will process Personal Data on Client’s behalf, they will execute a data processing addendum consistent with applicable law before such processing begins.
(f) Controller-to-Controller Fulfillment Exception. Notwithstanding the foregoing, ApexDrop may disclose Member shipping details to Client solely to facilitate shipment where permitted by ApexDrop’s Member notices/consents; such disclosure is controller-to-controller and not processing on Client’s behalf.
9. Limitation of Liability.
EXCEPT FOR (i) A PARTY’S INDEMNIFICATION OBLIGATIONS; (ii) A PARTY’S BREACH OF CONFIDENTIALITY OR VIOLATION OF DATA PROTECTION LAWS; (iii) INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY; OR (iv) A PARTY’S WILLFUL MISCONDUCT OR FRAUD, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT UNDER THE SERVICE ORDER GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS/REVENUE, TO THE MAXIMUM EXTENT PERMITTED BY LAW.
10. Client Non-Responsiveness.
ApexDrop may require access to Client personnel and resources to provide project direction and feedback. If ApexDrop deems Client non-responsive, ApexDrop will notify Client in writing and may temporarily suspend the campaign until access is restored. If there is an active campaign with Members, Client will have five (5) business days to respond. If a campaign goes more than twenty-one (21) calendar days without response or forward progress and no written arrangements exist, the campaign may be placed in a dormancy period, files may be archived, and Members may be notified of cancellation. A $1,000 reactivation fee may apply to restart, and scheduling will be subject to ApexDrop’s workflow. If inactivity continues for an additional nine (9) calendar days (thirty (30) days total), the engagement may expire; amounts due remain payable and no refunds will be issued.
11. Modifications.
Client may request modifications to plans or works in progress in writing. Client agrees to reimburse ApexDrop for costs and expenses incurred for approved modifications. Modifications require a signed addendum prior to implementation.
12. Term; Renewal; Termination.
12.1 Term and Renewal.
The Agreement begins on the Effective Date stated in the Service Order and continues for twelve (12) months (the “Initial Term”). It renews for successive twelve (12)-month periods (each, a “Renewal Term”) unless either party gives at least thirty (30) days’ prior written notice of non-renewal.
12.2 Fee Adjustments.
ApexDrop may adjust fees for a Renewal Term upon at least thirty (30) days’ prior written notice. Client may elect non-renewal as provided above.
12.3 Termination for Cause.
Either party may terminate this Agreement or any Service Order for material breach not cured within thirty (30) days after written notice. Upon termination by Client for ApexDrop’s uncured breach, ApexDrop will refund any prepaid, unused fees for the terminated Services. Sections intended to survive will do so (including 7, 8, 9, 14–16, 18–23).
12.4 Discretionary Non-Renewal.
Either party may decline renewal by written notice as provided in Section 12.1.
12.5 Early Termination for Convenience.
After the first ninety (90) days of the Initial Term, either party may terminate this Agreement by providing sixty (60) days’ prior written notice. All fees due through the end of the notice period remain payable and non-refundable. Upon early termination, all content licenses granted to Client during the engagement survive termination and remain in full force.
13. Performance Guarantee; Disclaimer of Warranties.
13.1 Performance Guarantee. ApexDrop guarantees delivery of the commitments outlined in the Client’s signed Service Order. In the event that deliverable commitments are not met within the first ninety (90) days of the engagement, ApexDrop will execute additional campaign activity at no additional cost to the Client until those commitments are fulfilled.
13.2 Exclusions. Metrics outside of ApexDrop’s direct control – including but not limited to direct sales revenue, website conversion rate, and social media follower growth – are not included as deliverable commitments and are not covered by the Performance Guarantee.
13.3 Disclaimer. EXCEPT FOR THE PERFORMANCE GUARANTEE IN SECTION 13.1, APEXDROP DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTION, AND FITNESS FOR A PARTICULAR PURPOSE.
14. Governing Law & Jurisdiction.
This Agreement and any Service Order will be governed by the laws of the Commonwealth of Pennsylvania, without regard to conflict of laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Erie County, Pennsylvania.
15. Assignment.
Neither party may assign this Agreement without the other party’s prior written consent, except either party may assign, upon written notice, to an affiliate or in connection with a merger, reorganization, or sale of substantially all assets or equity, provided the assignee is not a direct competitor and assumes all obligations. This Agreement binds and benefits the parties and their permitted successors and assigns.
16. Indemnification.
16.1 By ApexDrop.
ApexDrop will defend, indemnify, and hold harmless Client and its affiliates, officers, directors, and employees from third-party claims to the extent arising from: (a) ApexDrop’s gross negligence or willful misconduct; (b) ApexDrop’s material breach of this Agreement; (c) ApexDrop’s violation of applicable law in performing the Services; or (d) allegations that ApexDrop’s platform or technology, as provided by ApexDrop and used in accordance with the Program Guidelines (Section 1.10), infringes or misappropriates a third party’s intellectual property rights. Exclusions for (d) include claims arising from Client materials/specifications, combinations not supplied by ApexDrop, or use contrary to the Agreement or Program Guidelines.
16.2 By Client.
Client will defend, indemnify, and hold harmless ApexDrop and its affiliates, officers, directors, and employees from third-party claims to the extent arising from: (a) Client’s products (including product liability, safety, labeling, and regulatory compliance); (b) Client’s materials or public statements; (c) Client’s misuse of Member data or violation of privacy/data protection laws; (d) Client’s material breach of this Agreement; or (e) Client’s gross negligence or willful misconduct.
16.3 Member-Related Claims.
Neither party indemnifies the other for claims based solely on Member-generated content or a Member’s disclosures/non-disclosures, as Members act independently, except to the extent a claim results from the indemnifying party’s instructions, edits, or required statements. If Client materially deviates from the Program Guidelines (e.g., direct outreach to Members, attempts to control content), ApexDrop has no indemnity obligation to the extent the claim results from that deviation.
16.4 Procedures.
The indemnified party will promptly notify the indemnifying party of the claim (delay only relieving obligations to the extent the indemnifying party is materially prejudiced), allow control of the defense and settlement, and reasonably cooperate at the indemnifying party’s expense. The indemnifying party will not settle any claim that imposes non-monetary obligations on, admits fault by, or fails to provide a full release of the indemnified party without the indemnified party’s prior written consent (not unreasonably withheld).
16.5 Insurance.
ApexDrop maintains Commercial General Liability and Technology/Media Errors & Omissions (including network security/privacy) insurance with limits of at least USD $2,000,000 per occurrence.
17. Collection of Past Due Amounts.
Scheduled payments under a Service Order that are more than thirty (30) days past due will accrue a late fee at one percent (1%) per month (or the maximum allowed by law, if less) on the overdue balance. If any payments are delinquent for more than thirty (30) days, ApexDrop may suspend Services (including services provided by Members), accelerate remaining payments (including previously waived fees), and/or refer the account for collection. Client will be responsible for reasonable collection costs, including attorneys’ fees.
18. Attorneys’ Fees and Costs.
The prevailing party in any action to enforce this Agreement will be entitled to recover reasonable attorneys’ fees, court costs, and expenses, including on appeal.
19. Entire Agreement.
This Agreement, together with the applicable Service Order(s), constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior discussions and understandings.
19.1 Order of Precedence.
In case of conflict, the applicable Service Order (including any expressly incorporated addenda) controls over this Agreement, and this Agreement controls over the Program Guidelines.
20. Severability & Waiver.
If any provision of this Agreement is invalid or unenforceable, the remainder will be enforced as fully as possible, and the provision will be modified to the minimum extent necessary to be enforceable. No failure or delay by a party in exercising any right will operate as a waiver. Any waiver must be in writing and signed by an authorized representative.
21. Notices.
Notices must be in writing and delivered by personal delivery, recognized overnight courier, certified mail (return receipt), or email to the addresses specified in the applicable Service Order. Email notices are effective upon confirmation of receipt (automated receipt or affirmative reply).
22. Force Majeure.
Neither party will be liable for default or delay (other than payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, war, terrorism, civil commotion, governmental actions, natural disasters, labor disputes, failures of suppliers, carriers, utilities, or widespread internet outages, provided the affected party promptly notifies the other party.
23. Agency Relationships.
23.1 Client may designate an authorized agency to contract on its behalf. Such agency and Client are jointly and severally liable for payment obligations.
23.2 Multiple user seats and dashboard access may be provided to Client and its designated agency personnel as specified in the Service Order.
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