THESE BAN.DO AMBASSADOR PROGRAM TERMS & CONDITIONS (“TERMS”), WHICH ARE A CONTRACT, SO READ THEM CAREFULLY BEFORE PARTICIPATING. WITHOUT LIMITATION, THIS CONTRACT INCLUDES TERMS THAT GOVERN YOUR PARTICIPATION IN THIS PROGRAM, INDEMNITIES TO THE RELEASED PARTIES (DEFINED BELOW) FROM YOU AND A LIMITATION OF YOUR RIGHTS AND REMEDIES, BINDING ARBITRATION OF CLAIMS, WAIVER OF CLASS ACTION CLAIMS, AND WAIVER OF THE RIGHT TO TRIAL BY JURY.

OVERVIEW

The BAN.DO AMBASSADOR PROGRAM Program (“Program”) is offered by [BAN.DO] (“BAN.DO,” “us,” or “we”) and administered by or through LoudCrowd Inc. The Program provides eligible BAN.DO fans (each a “Participant" or “you”) with the opportunity to earn site credits and/or other benefits (collectively, “Incentives”) by creating a BAN.DO storefront through the Program and promoting BAN.DO’s new arrivals to their social media followers.

When you apply to enroll in the Program, you fully and unconditionally agree to and accept of these Terms and the decisions of BAN.DO. You acknowledge that the collection and use of your data will be governed by the BAN.DO Privacy Policy, including, if applicable to you as a California resident, our California Privacy Notice. Note that your Program account will be operated by LoudCrowd, and site credits will be issued via email. By applying to participate in the BAN.DO AMBASSADOR PROGRAM and, if accepted into the Program, setting up your storefront, you also agree to the LoudCrowd Terms and Privacy Policy. 

ELIGIBILITY

To be eligible to participate in the Program, you must be a legal resident of one of the fifty (50) United States or the District of Columbia (“Territory”) and at least eighteen (18) years old and the age of majority in your jurisdiction of residence, and have a minimum of 250 genuine followers on a single social media account (“Social Account”) at either Instagram or TikTok.

Potential Participants will be evaluated for admission to the Program based on the above criteria as well as the alignment of the content of their Social Account to the BAN.DO brand aesthetic and other criteria which will be determined in BAN.DO’s sole discretion, BAN.DO’s evaluation of any application is in its sole and final discretion.

Corporate entities are not eligible and have no right to claim any Incentive earned by their employees. Employees, officers, directors, agents, and representatives of BAN.DO, its advertising and promotion agencies, and any other entities participating in the design, promotion, marketing, administration, or fulfillment of this Program, as well as each of their respective parent companies, subsidiaries, and affiliated companies (collectively, the “Released Parties”). This Program is void in all U.S. territories (including Puerto Rico), possessions and overseas military installations, and where prohibited by law.

HOW TO APPLY FOR THE PROGRAM:

To apply for the Program, potential Participants must visit bando.com/pages/bando-ambassador-program and fill out an application with all required information. If you are approved to join the Program, you will receive information on how to create your BAN.DO AMBASSADOR PROGRAM account and the personalized BAN.DO product listing page at bando.com created by Participant after acceptance into the Program (“Storefront”).

By applying to participate in the Program, you agree to receive emails from BAN.DO including but not limited to Program-related communications, at the email address registered with the Program.

EARNING INCENTIVES; PROGRAM ACTIVITIES

Participants have the opportunity to earn Incentives through the Program, including site credit on qualifying purchases. Current Incentives and Program details are set forth on Exhibit B. In addition, BAN.DO may choose to offer bonus Incentives at any time in its sole discretion, and any bonus Incentives will be subject to the terms set forth at the time they are offered. Some bonus Incentives may not be open to all Participants. Activities that occurred prior to your enrollment in the Program do not qualify for this Program and will not earn you Incentives.

Site Credit Calculation. In order to be eligible for a site credit, a third party must shop with bando.com through your Storefront and purchase Eligible Merchandise (as defined in Exhibit B) within fourteen days of their visit to your Storefront without having visited another Participant’s Storefront in the interim. You are not eligible to earn site credit on your own purchases. The site credit paid will be based on the number of sales made. 

If you or we have terminated or suspended your participation in the Program prior to the Earning Date, no site credit will be earned, even if the purchase of otherwise site credit-eligible merchandise occurred prior to the termination or suspension effective date.

Other Incentives. For any other Incentives, they will be earned as set forth in Exhibit B or in the terms applicable to any bonus Incentive.

Earning Date. Incentives are earned once they are confirmed by BAN.DO.

Issuing Site Credit. Must use coupon code at checkout to apply site credit. Applicable on ban.do brand products only. Excludes gift cards. Offer cannot be combined with other coupon codes, rewards, or applied to past orders. Other conditions may apply.

PARTICIPANT RESPONSIBILITIES AND COMPLIANCE

Participant is required to create and maintain a Storefront and to promote BAN.DO Product and the Participant's Storefront on her Social Accounts, driving traffic to the Storefront from their Social Accounts. Participant will be solely responsible for all content that appears on Participant's Social Account, including without limitation the accuracy, timeliness, and appropriateness of the Materials.

Note that because prices and availability of Product may vary from time to time, Participants are prohibited from including any price information in their Materials.

Any and all Product used by Participant in connection with Materials (defined below) is at Participant’s sole cost and expense and will not be reimbursed by BAN.DO. Likewise, transportation to and from any location in connection with Materials creation is at Participant’s sole cost and expense. However, from time to time, BAN.DO may gift Product to Participant as determined in its sole discretion.

It shall be your sole responsibility to maintain the accuracy and confidentiality of your e-mail address, password and any other account identifiers related to your BAN.DO AMBASSADOR PROGRAM account, and for restricting access to your computer(s). You agree to accept sole responsibility for any and all activity that occurs under such accounts.

It is Participant’s sole responsibility to comply at all times with these Terms; the then-current BAN.DO’s BAN.DO AMBASSADOR PROGRAM Style Guide, which may be provided to you by any reasonable means, including via the BAN.DO AMBASSADOR PROGRAM landing page, and which may be updated in BAN.DO’s sole discretion; the BAN.DO AMBASSADOR PROGRAM Guidelines attached to these Terms as Exhibit A; the FTC’s Endorsement and Testimonial Guidelines under FTC 16 C.F.R. Part 255 (the “FTC Endorsement Guidelines”) and the accompanying FAQs; and the community guidelines, terms of use and other applicable policies of the social media platform used by Participant for its Materials (collectively, “the Requirements”). To the extent that there is any conflict between any of the Requirements, the strictest requirement shall apply.

Among other obligations, each Participant must:

• (i) Disclose Participant’s material connection to BAN.DO when posting about BAN.DO or the Product, including using #BANDO [optional] in all Materials and as further set forth in Exhibit A;
• (ii) Not defame, misrepresent or disparage BAN.DO, its business, products, or brands, or any third party brands, products or services competitive to BAN.DO and/or its business, products or brands;
• (iii) Represent BAN.DO in a positive light;
• (iv) Maintain alignment of their Social Account(s) to the BAN.DO brand aesthetic;
• (v) Not make any statements or representations about BAN.DO, its business, or its products which are not true, that are misleading or deceptive, or that BAN.DO itself is not permitted to make;
• (vi) Refrain from sharing BAN.DO confidential information;
• (vii) Follow BAN.DO’s social media accounts;
• (viii) Not utilize BAN.DO trademarks, logos, service marks, slogans, copyrights, or other proprietary rights (“BAN.DO IP”) in on or in connection with any website owned or operated by Participant; in any domain name; as key words in pay-for-placement search engine listings or otherwise as search keywords linked to online advertising; or otherwise except as expressly authorized by these Terms.

Without limiting the provisions of the Requirements, the Materials and any other Participant activity done in connection with the Program must:

• (i) Depict only Participant and no other person, unless such other person is at least eighteen (18) years of age or older (or the age of majority, whichever is greater) and a legal resident of the fifty (50) United States, and Participant has obtained the consent of such person to be depicted in the Materials according to the licensing terms set forth herein (a "Permitted Third Party");
• (ii) Depict Participant and/or the Permitted Third Party wearing Product(s);
• (iii) Not display BAN.DO price information;
• (iv) Tag and mention in captions @SHOPBANDO (for example, in an Instagram post, it must appear "above the fold" within the first three (3) lines of the post or be superimposed in a story);
• (v) Not tag, mention, reference, or show any brand that is competitive to BAN.DO;
• (vi) Reflect Participant's actual, honest opinions, findings, beliefs, or experiences with BAN.DO and its business and products;
• (vii) Be Participant's own original work, created solely by Participant, and not infringe the copyright, trademark, privacy, publicity, or other personal or proprietary rights of any person or entity;
• (viii) Not be generated through the use of artificial intelligence (AI);
• (ix) Not contain or reference content which is lewd, obscene, sexually explicit, pornographic, profane, or vulgar, or contains alcohol, drugs, tobacco, guns, weapons, or shows or promotes any unsafe activity;
• (x) Not promote discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group;
• (xi) Not contain or reference content that is disparaging, defamatory, libelous, threatening, abusive, deceptive, fraudulent, invasive of another’s privacy, tortious, or otherwise illegal, offensive or inappropriate in any way;
• (xii) Not constitute unauthorized or unsolicited advertising, junk mail, bulk mail, chain letters, or surveys;
• (xiii) Not disclose another person's address, phone number, e-mail address, credit card number, or any information that may be used to track, contact, or impersonate that individual or that is extremely personal in nature; and
• (xiv) Not impersonate any person or entity, including any employee or representative of BAN.DO.

The requirements set forth in (viii) through (xiii) immediately above also apply to all content posted to Participant’s Social Account(s), whether or not posted in connection with the BAN.DO AMBASSADOR PROGRAM Program.

YOUR LICENSE OF MATERIALS TO US

Participant grants to BAN.DO, its parents, subsidiaries, affiliates, and any parties authorized by BAN.DO (the “BAN.DO Parties”) the non-exclusive, perpetual, worldwide, absolute, royalty-free, and irrevocable license to use, modify, display, perform, re-post, link to, and publish in whole or in part: (i) the Materials in any and all media now known or hereunder after invented, including, without limitation on BAN.DO’s websites, in posts on its social media platform pages, and in BAN.DO digital and print marketing; and (ii) Participant’s name, image, voice, likeness, Social Account handle(s), and any other indicia of persona (collectively, “Persona”) in connection with the Materials. You irrevocably waive all author’s or moral rights associated with the Materials. You shall also ensure that any other individuals involved in the creation of your Materials waive in writing any and all author’s or moral rights in the Materials. Nothing herein obligates BAN.DO to make use of Participant’s Persona or Materials, but if it does, you have no right to receive notice thereof or to review, approve, or receive additional compensation for such uses, no matter the nature or quantity of uses BAN.DO may make thereof. Notwithstanding the foregoing, from time to time, BAN.DO may provide you with notice and/or bonus Incentives if it uses your Materials, as determined in its sole discretion. BAN.DO will have no obligation to de-list or delete any posts featuring an Participant’s Materials or Persona in the event the Participant is no longer in the Program.

YOUR REPRESENTATIONS AND WARRANTIES TO BAN.DO

Participant represents and warrants that: (i) Participant is the sole creator of all content, including, without limitation, images, videos, copy, and photographs, created or taken by Participant and used in connection with Program participation (collectively, the “Materials”) or has the full right and authority to use the Materials in connection with the Program and to grant all licenses and sublicenses contained in these Terms, and will provide BAN.DO proof of such rights upon request; (ii) Participant has the full right and authority to agree to these Terms; (iii) participation in the Program will not violate any agreement, arrangement or commitment with any other party to which the Participant is otherwise bound; and (iv) the Materials will not infringe upon the intellectual property rights of any third party and will comply with any applicable laws and regulations, including without limitation the Requirements.

INDEMNIFICATION

To the maximum extent permitted by applicable law, Participants agree to defend, indemnify and hold the Released Parties harmless from any and all losses, damages, judgments, liabilities, claims, demands, costs, investigations, settlements and expenses, that directly or indirectly arise from or are otherwise directly or indirectly related to: (a) your participation in the Program, including use of any Products or Incentives, or your activities in connection therewith; (b) your breach or anticipatory breach of these Terms; (c) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; (d) any misrepresentation made by you; or (e) the Released Parties’ use of your information, Persona, or Materials as permitted under these Terms. You will cooperate as fully required by the Released Parties in the defense of any claim. The Released Parties reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you will not, in any event, settle any claim without the prior written consent of a duly authorized employee of the Released Parties. This Section will survive the termination of these Terms.

OWNERSHIP OF BAN.DO IP

As between Participant and BAN.DO, BAN.DO shall own all right, title and interest in the BAN.DO IP, including all copyright rights, trademark rights, patent rights, trade secrets, moral rights, right of publicity, authors' rights, contract and licensing rights, goodwill and all other intellectual property rights as may exist now and/or hereafter come into existence and all renewals and extensions thereof, regardless of whether such rights arise under the laws of the United States or any other state, country or jurisdiction.

CONFIDENTIALITY

Participant acknowledges that she may, as a result of her participation in the Program receive non-public information relating to BAN.DO’s business, including without limitation, upcoming sales and Products, pricing of upcoming Products, financial information, and customers and their purchases. All such information is BAN.DO’s confidential information (“Confidential Information”). Participant agrees that she shall not utilize Confidential Information for any purpose other than her performance of her responsibilities under these Terms, except and solely to the extent that any such information is (a) already lawfully known to or independently developed by the receiving party, (b) disclosed in published materials, (c) generally known to the public, or (d) lawfully obtained from any third party any obligation of confidentiality to the disclosure hereunder. Notwithstanding the foregoing, Participant is hereby authorized to deliver a copy of Confidential Information to her accountants or attorneys on a confidential basis. Participant may also disclose Confidential Information (a) to any person pursuant to a valid subpoena or order issued by any court or administrative agency of competent jurisdiction or (b) otherwise as required by applicable law, rule, regulation, or legal process, provided that Participant first provide notice to BAN.DO and that BAN.DO has a reasonable opportunity to contest such disclosure.

PROGRAM/TERMS MODIFICATION OR TERMINATION; SUSPENSION OR TERMINATION OF PARTICIPATION OR INCENTIVES

BAN.DO reserves the right to modify or terminate these Terms, the Program, or any element or feature thereof, at any time, for any reason. We will notify you of material changes to the Terms or the Program by email to the address then associated with your BAN.DO AMBASSADOR PROGRAM account or by other means as may be permitted or required by applicable law. The updated Terms will be effective as of the time of posting, or upon such later date or by such other method as specified by BAN.DO. The updated Terms will apply to your participation in the Program beginning as of their effective date. In the event of Program termination, BAN.DO will not pay out with respect to Incentives that are not earned prior to the effective date of termination.

Participants who no longer meet the requirements of membership in the Program will be automatically demoted to the tier for which they qualify. In addition, BAN.DO may suspend, demote to a lower tier of the Program, or terminate any Participant who is deemed inactive for three (3) or more consecutive months. For purposes of this paragraph, “inactive” means that no qualified sales have occurred in that month. BAN.DO will provide a Participant with thirty (30) days’ notice of termination for inactivity, during which period Participant may cure the inactivity and avoid termination. If you believe that your will be unable to cure within thirty (30) days, but wish to remain a Participant in the Program, please email us as set forth in the “Contact Us” section below to request an extension. All extension requests should provide an explanation, and all extension determinations will be at BAN.DO’s sole and final discretion.

BAN.DO also reserves the right to suspend or terminate, at its sole and absolute discretion, your participation in the Program and/or withhold any Incentive otherwise payable to you, with or without notice to you or the opportunity to cure, if BAN.DO believes that you have violated or acted inconsistently with these Terms or applicable law or acted in a manner harmful to BAN.DO’s interests. Abuse or violations that may result in suspension or termination include, but are not limited to: (i) using fraudulent means to participate in the Program, including but not limited to using bots or artificial intelligence in the performance of Program-related activities or purchasing followers; (ii) failure to follow these Terms and any other terms and conditions applicable to Program participation; (iii) making a misrepresentation to BAN.DO in connection with your participation in the Program; and (iv) if Participant commits, or has committed, any act which, as determined by BAN.DO in its sole discretion, brings BAN.DO or Participant into public disrepute, contempt, scandal, or ridicule, or which insults or offends the general community, or which might tend to harm BAN.DO or any of its products or services including, without limitation, disparaging BAN.DO, its products or services, or competitors. In addition, BAN.DO reserves the right to take administrative or legal action against you, including seeking criminal prosecution, in its sole discretion.

You agree to abide by the final and binding decisions of BAN.DO regarding the Program and your participation in it. BAN.DO shall be the sole arbiter in cases of suspected abuse, fraud, or violation of these Terms and any decision it makes relating to termination, suspension, or disabling of the Program or a Participant’s participation, or to withhold Incentives as set forth herein, shall be final and binding.

Should a Participant object to any of these Terms, or any subsequent modifications thereto, or become dissatisfied with the Program, Participant’s only recourse is to immediately discontinue participation in the Program.

DISCLAIMER OF WARRANTIES/LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, Participants expressly agree that participation in the Program is at the Participant’s sole risk. Participants further agree that the BAN.DO Parties shall not be liable to Participants or anyone else for any loss or injury or any indirect, incidental, consequential or special damages arising out of participation in the Program, including participation in any Program-related activity, creation of Materials, redemption or use of any Incentive, or arising out of any action taken in response to or as a result of any information available through the Program. Each Participant hereby waives any and all of the above claims against the BAN.DO Parties and their respective agents, representatives or licensors (the “Released Parties”) arising out of, or in connection with, his/her participation in the Program.

Further, you agree that no Released Party is responsible, and will have no liability to you, for: any error, omission, interruption, defect or delay in transmission, order processing, or communication, including, without limitation, Program communications; technical or mechanical malfunctions; errors in these Terms or in any Program-related materials; human-processing error; failures of electronic equipment, computer hardware or software; damage to your equipment, computer hardware or software, or inaccurate information, whether caused by equipment, programming, human error, or otherwise.

To the maximum extent permitted by applicable law, you agree that the Program and all benefits offered therein are provided on a strictly "as is," "as available," and "with all faults" basis. THE RELEASED PARTIES MAKE NO WARRANTY WITH REGARD TO ANY PRODUCTS, SERVICES OR BENEFITS OBTAINED BY PARTICIPANTS THROUGH THE PROGRAM. THE RELEASED PARTIES MAKE NO WARRANTY THAT THE PROGRAM WILL BE UNINTERRUPTED, TIMELY OR ERROR FREE, NOR DOES ANY RELEASED PARTY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM PARTICIPATION IN THE PROGRAM. EACH PARTICIPANT HEREBY WAIVES ANY AND ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING OUT OF OR IN ANY WAY RELATING TO HIS/HER PARTICIPATION OR ENROLLMENT IN THE PROGRAM, VISITS TO STORES, FAILED, DELAYED OR MISDIRECTED DELIVERY OF ANY COMMUNICATIONS SENT THROUGH THE BAN.DO AMBASSADOR PROGRAM ACCOUNT, USE OF THE WEBSITE, THE INFORMATION AVAILABLE THEREON OR IN ANY PROGRAM COMMUNICATION, AND THE MODIFICATION OF THESE TERMS. YOUR SOLE REMEDY FOR DISSATISFACTION WITH ANY PORTION OF THE PROGRAM IS TO CEASE YOUR PARTICIPATION IN THE PROGRAM, AND THE SOLE AND EXCLUSIVE MAXIMUM AGGREGATE LIABILITY OF BAN.DO FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) WILL BE FIVE DOLLARS ($5.00). THE PRIOR LIMITATION ON DAMAGES IS NOT INTENDED TO LIMIT YOUR RIGHTS TO RECOVER ATTORNEYS’ FEES OR COSTS WHERE APPLICABLE OR TO LIMIT THE RELEASED PARTIES’ OBLIGATION (IF ANY) TO PAY PREVAILING PARTY COSTS OR FEES IF RECOVERABLE PURSUANT TO APPLICABLE LAW. THE LIMITATIONS SET FORTH IN THIS SECTION WILL NOT LIMIT OR EXCLUDE THE RELEASED PARTIES’ LIABILITY FOR PERSONAL INJURY OR TANGIBLE PROPERTY DAMAGE CAUSED BY THE RELEASED PARTIES’ GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, WILLFUL, MALICIOUS OR RECKLESS CONDUCT.

BAN.DO expressly disclaims any and all express and implied warranties, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. No advice or information, whether oral or written, obtained by a Participant from or in connection with the Program or BAN.DO shall create any warranty not expressly made herein.

EACH PARTICIPANT UNDERSTANDS AND AGREES THAT ALL RIGHTS UNDER SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA AND ANY SIMILAR LAW OF ANY STATE, PROVINCE OR OTHER JURISDICTION IN THE TERRITORYARE HEREBY EXPRESSLY WAIVED BY HIM/HER. SECTION 1542 READS AS FOLLOWS:

“CERTAIN CLAIMS NOT AFFECTED BY A GENERAL RELEASE. A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

NOTICES

Program notices will be transmitted, in BAN.DO’s sole discretion through the BAN.DO AMBASSADOR PROGRAM accounts, e-mail, regular mail, or through other methods as may be deemed appropriate by BAN.DO or permitted under these Terms or applicable law.

Notices required from Participant to BAN.DO hereunder shall be delivered by nationally recognized commercial overnight courier with written verification or receipt; or mailed postage prepaid by certified or registered mail, return receipt requested, to ban.do,134 Beech Bend Rd, Bowling Green, KY 42101

GOVERNING LAW, CLASS-ACTION WAIVER, DISPUTE RESOLUTION AND ARBITRATION

Any legal dispute between you and BAN.DO concerning or arising out of these Terms, your participation in the Program, any products or services sold or distributed through our websites and services, or any other dispute of any nature, shall be resolved through binding individual arbitration (hereafter, “Arbitration Agreement”). However, either you or BAN.DO may bring any individual claim in small claims court consistent with the jurisdictional and dollar limits that may apply, as long as it is brought and maintained as an individual claim.

How Arbitration Works. Disputes will be resolved solely by binding arbitration before a sole arbitrator under the streamlined Arbitration Rules Procedures of JAMS Inc. ("JAMS") or any successor to JAMS. In the event JAMS is unwilling or unable to set a hearing date within fourteen (14) days of the filing of a "Demand for Arbitration", then either party can elect to have the arbitration administered by another mutually agreeable arbitration administration service who will hear the case. Unless you and BAN.DO agree otherwise, any arbitration hearing shall take place in the county of your residence. If you live outside the United States, any arbitration will take place in New York, New York. We encourage you to call in advance of filing a claim for arbitration to see if the dispute can be settled prior to arbitration.

Waiver of Right to Bring Class Action and Representative Claims. All arbitrations shall proceed on an individual basis. The arbitrator is empowered to resolve the dispute with the same remedies available in court, however, any relief must be individualized to you and shall not affect any other customer. You and BAN.DO also agree that each may bring claims against the other in arbitration only in your or their respective individual capacities and in so doing you and BAN.DO hereby waive the right to a trial by jury, to assert or participate in a class action lawsuit or class action arbitration, to assert or participate in a private attorney general lawsuit or private attorney general arbitration, and to assert or participate in any joint or consolidated lawsuit or joint or consolidated arbitration of any kind. If a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular cause of action, then that cause of action (and only that cause of action) must remain in court and be severed from any arbitration.

Arbitration Costs. BAN.DO will pay all filing, administrative, arbitrator and hearing costs and waives any rights it may have to recover an award of attorneys’ fees and expenses against you.

Batch Arbitration. You and BAN.DO agree that, in the event that there are fifty (50) or more individual requests for arbitration of a similar nature filed against BAN.DO within an approximately thirty-day period (or otherwise in close proximity), JAMS will administer all such similarly situated arbitration demands on a collective basis as a single, consolidated arbitration (subject to a single set of fees, proceeding schedule, and, if required, hearing) before a single arbitrator in accordance with the requirements outlined elsewhere in this section, provided that – in the event that the arbitrator deems it impracticable or inequitable to administer all such claims collectively in a single arbitration – (s)he may group demands for arbitration into groups of not fewer than twenty (20) matters, plus a remainder group as needed (or as otherwise deemed by the arbitrator to be practicable, equitable, and in best keeping with the spirit of this provision) and arbitrate each group of matters as a single, consolidated arbitration (either structure a “Batch Arbitration”). You and BAN.DO agree (1) to work with JAMS in good faith to facilitate the resolution of disputes on a Batch Arbitration basis and (2) that requests for arbitration are of a “similar nature” if they arise out of the same event, agreement, or factual scenario and raise the same or similar legal issues and seek the same or similar relief. Disagreements over the applicability of this Batch Arbitration process will be settled in a single, consolidated arbitration proceeding that includes all affected parties and is resolved by a single arbitrator subject to the requirements of this section. This Batch Arbitration provision shall in no way be interpreted as authorizing a class or collective arbitration or action of any kind, or any suit or arbitration involving joint or consolidated claims, under any circumstances other than those expressly set forth in this section.

Other Terms & Information. This Arbitration Agreement shall be governed by, and interpreted, construed, and enforced in accordance with, the Federal Arbitration Act and other applicable federal law. To the extent state law applies to any aspect of these Terms, or to any disputes and claims that are covered by the Arbitration Agreement, the law of the State of New York will govern. Except as set forth above, if any portion of this Arbitration Agreement is deemed invalid or unenforceable, it will not invalidate the remaining portions of the Arbitration Agreement.

INDEPENDENT CONTRACTOR

Participant is not an agent or employee of BAN.DO and shall remain in all respects an independent contractor. You will have no authority to make or accept any offers or representations on our behalf. Participant has no authority to act for or on behalf of BAN.DO or to bind BAN.DO in any legal contracts.

ENTIRE AGREEMENT

These Terms constitute the complete and exclusive understanding between BAN.DO and Participants relating to the subject matter of these Terms and supersede all prior or contemporaneous understandings, agreements and/or advertising relating to the subject matter of these Terms. Both parties acknowledge that they have not been induced to enter into these Terms by any representations or promises not specifically stated herein.

MISCELLANEOUS

In our sole discretion, we may assign these Terms in whole or in part, without notice to you. You may not assign these Terms without our prior written consent. If any provision(s) of these Terms is held to be unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect. The failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by BAN.DO in writing. Any heading, caption or paragraph title contained in these Terms is inserted only as a matter of convenience and in no way defines or explains any paragraph or provision hereof. Nothing contained in these Terms will be construed as creating any agency, partnership, or other form of joint enterprise between you and BAN.DO. You agree that these Terms will not be construed against BAN.DO by virtue of BAN.DO having drafted these Terms.

CONTACT US Questions or correspondence regarding the Program should be directed to marketing@bando.com.

EXHIBIT A

Influencer Guidelines

BAN.DO (“Brand”) requires that influencers, bloggers and any other individuals or entities Brand works with or who choose of their own volition to disseminate endorsements of Brand or its products or services ("you" or "lnfluencer(s)") agree to and follow the Influencer Guidelines set out below (collectively, "Influencer Guidelines").

These Influencer Guidelines apply where you publish a post, tweet, video, photo, or other message that promotes or references Brand or its products or services AND you have received payment or something else of value from Brand or have another material connection to Brand (e.g., you work for Brand or a Brand vendor). A “Material connection” is defined in the FTC Endorsement Guides as “a connection between the endorser and the seller of the advertised product that might materially affect the weight or credibility of the endorsement, and that connection is not reasonably expected by the audience.” Important examples of “material connections” include consideration (i.e., benefits or incentives such as monetary compensation, loaner products, free products or services, in-kind gifts, or special access privileges) provided by a marketer to an influencer.

Failure to follow these Influencer Guidelines may result in, among other things, legal liability for you and others, termination of your agreement or relationship with Brand, and forfeiture of any consideration provided or to be provided to you.

1. Disclose your Connection to Brand

• a. You must disclose your connection to Brand clearly and conspicuously, which means that your disclosure must be obviously visible, difficult to miss, and easily noticeable to anyone who visits the applicable website, platform or service and reads or sees your post or message. A consumer must not have to scroll, click or mouse or search for the disclosure. Read more below for some specific placement instructions for disclosures. Your disclosure must also be easily understandable by ordinary consumers.
• b. The disclosure must identify the nature of your connection to Brand. For example, if you received an item for free from or were paid by Brand and you post something about Brand, you must say so. If you earn commissions for Brand purchases made through links you post, say so. If you work for Brand or a Brand partner, say so. If one or more of these connections are present, you must disclose them all. For example, if you receive something for free from Brand (including the receipt of any gift card, free product or access to special events) and are also paid by or work for or with Brand, you cannot only disclose that you received the free item or event invitation. You must disclose both facts.
• c. For short posts or compressed communications, you must include #ad, #bandopartner, #paidforbybando, or #sponsoredbybando at the beginning of these posts. These hashtags cannot be abbreviated (#sp or #spon are NOT sufficient) and they must also be separate from other hashtags.
• d. For Facebook, TikTok and Instagram posts where there is more space than X, you can either use the aforementioned disclosures or be more conversational and use a disclosure like "This post is paid for by BAN.DO" or, if accurate, "Thanks for the free t-shirt BAN.DO." (However, any disclosure on Facebook, TikTok or Instagram must be at the beginning of your post so that it visible to a reader without her or his having to click the “more” link.) “Thanks BAN.DO!” is too vague and not a sufficient disclosure.
• e. Photos & Images
1. Posting a photo or image can be an endorsement even if there is no accompanying text (e.g., posting a picture of you wearing Brand clothing on Instagram).
2. If possible, include a disclosure on the image as you would for a video (e.g., superimposing larger text over your video and making the disclosure stand out using bold, italic, and/or different color font). If not possible to include a disclosure on the image itself, put the disclosure in a prominent place alongside it (e.g., in the post).
3. If a post mentions or shows an image of the Brand in order to drive traffic to an image posted elsewhere, put a disclosure both in that post and in or around the photo itself.
4. If a post drives traffic to a photo or image without mentioning or displaying Brand or a Brand product/service, the post does not need a disclosure. But there must still be disclosure in or around the photo or image itself once the user clicks through the link.
• f. For videos, if the endorsement is made through visual means, the disclosure should be made at least visually. If the representation is made audibly, the disclosure should be made at least audibly. And if the representation is made through both visual and audible means, the disclosure should be made both visually and audibly. You must include both a disclosure that is verbal and visual at the beginning of the video in addition to the one at the beginning of the description box. For longer videos (more than 3 minutes) or on-going streaming, leave the disclosure on screen throughout or make periodic disclosures. For example, consider showing a disclosure: (i) at the beginning and end; (ii) every 3 to 5 minutes; and (iii) whenever there is a direct call to action telling viewers to buy Brand products. In determining whether the disclosure is sufficient, factors to consider include: how much time followers have to look at the frame, how much competing text there is to read, how large the disclosure is, and how well it contrasts against the frame.
• g. For videos posted on Snapchat, Instagram stories, or any platform where it is common for viewers to watch videos without sound, use a visual on-screen disclosure at the beginning of the video that is clear and prominent and stays on-screen long enough to be read (e.g, by superimposing larger text over your video). Make the disclosure stand out (e.g., bold, italic, and/or different color font). Do not rely on only an audio disclosure in such instances.
• h. Do not rely on built-in disclosure functions because they do not guarantee compliance. On platforms like Instagram and YouTube (and any other platform that offers such a feature) built-in disclosure features should be utilized in addition to the disclosures described in these Influencer Guidelines. Use of these built-in disclosure features is not alone sufficient.
• i. In the event you are posting on one social media platform and the post is syndicated to another social media platform, disclosures must travel with the content and appear clearly and conspicuously (e.g., pre-click) on all platforms. Similarly, all disclosures must stay with content that can be shared by other users on the same platform (e.g., disclosures must be in both the pre-click description of a video as well as the video itself).
• j. For social media communications promoting a sweepstakes or contest:
1. If you are the organizer or sponsor, but Brand has provided you with the prize or otherwise offered you some consideration for sponsoring the promotion:
1. Consult with your Brand contact and confirm Brand’s prior approval before posting any content.
2. Contest rules should be labeled as rules, not an unidentifiable bit.ly link (e.g., “Enter for a chance to win. ContestRules”)
3. The post must include abbreviated rules with the material terms of the contest or sweepstakes (including: that no purchase is necessary to enter, start and end dates and times, eligibility restrictions, material conditions on entry or prize use, approximate value of the prize(s), that the contest/sweepstakes is subject to full official rules and a link to the official rules).
4. Your abbreviated and official rules must state that you – not Brand– are the sponsor of the promotion.
5. If you promote your sweepstakes or contest using videos, each video must include your abbreviated rules (with a link to the full official rules) within the video and within the description box.
6. Your post must include a disclosure of your connection to Brand as described elsewhere in these Influencer Guidelines.
7. In addition, if entrants must post to social media to enter, you must require that entrants include a disclosure in their post that makes it clear the post was made to enter a contest or sweepstakes. You can require entrants include #Contest for a contest or #Sweepstakes for a sweepstakes (but #sweeps is not acceptable). You can also require a short unique hashtag for your promotion that itself includes the disclosure (e.g., #MyDisclosureContest or #RequiredHashtagSweepstakes), but make sure the unique hashtag is short so that the word “sweepstakes” or “contest” does not get lost among a long string of words. If applicable, this requirement should be set out in your abbreviated rules.
8. You must follow all applicable laws and social-media platform guidelines. You must also abide your own official rules in administering the contest or sweepstakes.
2. If you are promoting a contest or sweepstakes sponsored by Brand:
1. If your post describes how to enter the contest or sweepstakes (e.g., “Post a photo of yourself and tag it #BAN.DOSweepstakes) or describes the prizing, the post must include the Brand-provided abbreviated rules. For video posts, the abbreviated rules must be included both in the video itself and in the description box. (If you have been asked to promote a Brand contest or sweepstakes and not provided with abbreviated rules, please ask your contact at Brand.)
2. You must include the Brand-provided unique hashtag for the applicable promotion (e.g. #BAN.DOSweepstakes).
3. You must disclose your connection to Brand, as described elsewhere in these Influencer Guidelines.
• k. While Brand requires you agree to these Influencer Guidelines, it is your responsibility to ensure that you have clearly and conspicuously disclosed your relationship to the product or service.
• l. If you post your own views about a subject, you should also state that your views do not necessarily represent those of Brand. (You must also comply with Section 3 below.)
• m. If you receive a Brand product for free and review that product online, your review should disclose (prominently and at the beginning of the review) that you received the item for free.

2. Rules of the Road

1. Make statements in relation to products or services of Brand that reflect only your honest opinion, findings, beliefs and experiences. Do not making statements that you know (or should know) are not true.
2. Do not make deceptive or misleading claims about the products or services of Brand or the products or services of a competitor of Brand. Take care to avoid using text, graphics, programming, or any action that misleads, deceives, or confuses consumers.
3. Do not misrepresent the source of anything in your posted content, including impersonation of another individual or entity.
4. Do not offer for purchase, or solicit, products or services on behalf of Brand. (Linking to your Storefront per the BAN.DO AMBASSADOR PROGRAM Terms & Conditions is ok.)
5. Do not use content that contains advertising for you or third parties (e.g., money making schemes, discount cards, credit counseling, or online surveys).
6. Do not use Artificial Intelligence or any post-production techniques (e.g., filters, Photoshop) if the use of the technique could impact a consumer’s understanding of how a product or service will work. For example, if you promote a cosmetic product by posting a filtered photo of yourself using the product, a consumer may think they can achieve the same look if they use the product. Since the photo was altered, however, this would likely not be the case.
7. When endorsing any Brand product or service, you must be a bona fide user of that product or services at the time your endorsement is made.
8. Use only original material created by you or used with written permission of the originator (and Brand may require a copy of the written permission before posting).
9. Do not libel, slander or defame any individual or entity.
10. Do not disseminate private facts about another or otherwise invade their privacy in any way.
11. Do not reference or otherwise use celebrities in any way without prior permission from Brand.
12. If any individuals are shown or referenced in your communications, you must get signed releases for them. This applies to all photographs and video whether taken by you or a third party.
13. In addition, if you use video or photographs taken by a third party, you must get written permission to use the video or photography from the person who took the photograph or video as well as the person or persons shown in it.
14. Do not use music unless it is properly licensed for synchronization to your visual elements and for commercial purposes.
15. Do not make hateful comments or any communication that promotes racism, bigotry, hatred or physical harm against any individual or group.
16. Do not communicate any sexually explicit material or any material that contains nudity or excessive violence.
17. Do not communicate anything that contains alcohol without prior written permission from Brand. Do not communicate anything that references illegal drugs, tobacco, guns or other weapons or any unsafe activities.
18. Follow the posting policy and terms of use of any site on which your communications or content is posted.
19. Do not link to any content that violates any of the foregoing rules of the road.
20. Avoid False Low Stock Messaging (e.g., creating pressure to buy immediately by saying inventory is low when it is not); and
21. Avoid creating False High Demand (e.g., creating pressure to buy immediately by saying demand is high when it is not).

3. Product or Service Claims

• a. Only Brand should make claims about how our products or services work and their results.
• b. Note that claims may be implied as well as explicit, and the test is what a reasonable consumer would understand is claimed about a product or service. So, for example, if you describe a particular result you experienced from using a skin care product, consumers may understand that that is a typical result from using the product. If you state, for example, that you won't use a competitor's product or service because it lacks a particular feature, that may imply that the product you state you are using has that feature. These claims about our products or services may need to be substantiated. Since you will not be able to substantiate them, please do not make claims.
• c. If you do not know whether you are making a claim, contact the Brand representative for your engagement or event for clarification.

4. Important General Considerations

• a. Brand strongly believes in the need for responsibility and honesty in connection with all marketing and communication activities. Accordingly, by participating in any Brand event or program, you agree to follow carefully these Influencer Guidelines in all of your messaging, videos, photographs, posts or other materials created, contributed, commented upon or modified by you.
• b. In addition to following these Influencer Guidelines, you agree to comply with all applicable laws, rules and regulations, including the Federal Trade Commission's ("FTC") Guides on the Use of Endorsements and Testimonials in Advertising, FTC Endorsement Guide. For more information on complying with the FTC Endorsement Guide, please see the FTC’s FAQs at FTC’s FAQs.
• c. The responsibility to comply with the FTC Endorsement Guide, the laws of libel and copyright, pornography and all other applicable laws is yours. While advice from Brand and these Influencer Guidelines are meant to assist in your compliance, it is your legal responsibility to comply with all applicable laws and you should seek independent legal advice as appropriate. Please use common sense and reasonable judgment about what you post online and the materials you disseminate.
• d. Brand reserves the right to review any material created by you before it is publicly posted or disseminated. If such a review process is in place, you agree that you will not publicly distribute any such material before the review process is complete. If for any reason your material is rejected or otherwise is not approved during the review process either in whole or in part, you agree that you will not disseminate the rejected material in any way. You further agree that you will not link the rejected material in private or public with Brand.
• e. You agree to comply with all applicable social media outlet terms of use, privacy policies and any other relevant rules, policies or regulations.
• f. This exhibit is subject to change by Brand at any time effective immediately upon reasonable notice to you (email sufficient).

EXHIBIT B

Program Details

Incentives

The following chart sets out the current Incentives available: 

1. Posts count toward monthly total only to the extent they are fully compliant with the Terms and posted between 12:00:01a ET on the first day of the calendar month and before 11:59:59p PT on the last day of the calendar month.
2. Monthly Challenges may be issued by BAN.DO to some or all of the Participants in BAN.DO’s sole discretion and may vary between Participants.
3. “Eligible Merchandise” means in-stock merchandise items available for purchase at bando.com excluding gift cards and gifts-with-purchase. Other conditions may apply.