These Affiliate and Influencer Terms (the “Terms”) are a contract between you and Maxbone LLC, a Delaware limited liability company (“Maxbone”), and govern your participation in Maxbone’s affiliate and influencer program (the “Program”), which is administered through the Social Snowball platform. By clicking “I Agree,” accepting a Statement of Work, or participating in the Program, you accept these Terms. If you do not accept them, do not participate.
1. Definitions
“Affiliate Link” means any tracking link, discount code, QR code, landing page, or other unique tracking mechanism Maxbone issues to you through Social Snowball.
“Content” means anything you post, publish, transmit, or otherwise distribute in connection with the Program, including captions, photos, video, audio, livestream, copy, hashtags, and tags.
“Maxbone Marks” means Maxbone’s names, logos, trademarks, trade dress, product names, and other brand assets, whether registered or not.
“Products” means Maxbone’s apparel, accessories, food, treats, and other goods or services from time to time.
“SOW” means an individual statement of work entered into between you and Maxbone (in writing or through Social Snowball) that sets out the commercial terms of a particular engagement, including commission rates, payout terms, deliverables, exclusivity, and term.
2. Eligibility
You must be at least 18 years old (or the age of majority where you live, if greater) and able to enter into a binding contract. Maxbone may accept, reject, suspend, or terminate any applicant or affiliate at its discretion. You are not eligible to participate if you are a Maxbone employee or contractor, a member of their household, or a person or entity barred from receiving services under U.S. law.
You agree to keep your contact, payout, tax, and social-handle information accurate and current in Social Snowball.
3. Compensation
3.1 Commission rates, flat fees, gifting, attribution windows, cookie duration, exclusivity, deliverables, posting cadence, hashtags, usage rights, and any other commercial terms are set exclusively in the applicable SOW. No payment of any kind is owed to you outside an accepted SOW. If a conflict exists between an SOW and these Terms, the SOW controls.
3.2 Records generated by Social Snowball are the source of truth for clicks, attributed orders, refunds, and commissions, absent manifest error.
3.3 Commissions are earned only on completed, paid orders that are not returned, refunded, charged back, or canceled. Maxbone may withhold, offset, reverse, or claw back any commission attributable to a returned, refunded, charged-back, canceled, fraudulent, or non-compliant order, and may net such amounts against future payouts.
3.4 You are responsible for all taxes on amounts you receive. You will deliver a Form W-9 and any other tax documentation Maxbone or Social Snowball reasonably requests before payout.
4. Brand and Content
4.1 Brand Guidelines. You will comply with Maxbone’s brand guidelines, talking points, style guide, mandatory disclosures, and any campaign brief Maxbone provides through Social Snowball or otherwise (together, the “Brand Guidelines”). Maxbone may update them from time to time.
4.2 Pre-approval. Content will be submitted to Maxbone for approval (including captions, hashtags, and on-screen text) for review and written approval before publication. Maxbone may approve, reject, or request changes in its discretion. Maxbone’s review or approval is not a representation about the legality or accuracy of Content and does not shift any liability from you to Maxbone.
4.3 Standards. All Content must be original to you (or properly licensed), accurate and not misleading about Products or your experience with them, and lawful — including under the FTC Act, the FTC Endorsement Guides at 16 C.F.R. Part 255, the CAN-SPAM Act, the TCPA, state advertising laws, and any equivalent foreign laws that apply to your audience. You will depict dogs and other animals humanely and consistent with accepted animal-welfare standards. Content may not be defamatory, harassing, hateful, sexually explicit, violent, or otherwise objectionable, and may not appear alongside content promoting illegal activity, weapons, tobacco, controlled substances, gambling, adult material, or political campaigns.
4.4 Prohibited uses of the brand. Without Maxbone’s prior written consent in an SOW, you will not: (a) bid on, register, or use any Maxbone Mark (or anything confusingly similar) as a keyword, ad copy, URL, vanity URL, social handle, hashtag, or domain in paid search, paid social, or other paid placement; (b) use Maxbone Marks in a way that suggests sponsorship, endorsement, employment, or affiliation beyond your status as an independent affiliate; (c) operate any site, account, or property that impersonates Maxbone or could reasonably be mistaken for an official Maxbone property; (d) alter, recolor, or otherwise modify Maxbone Marks or Product imagery; or (e) hold yourself out as an employee, agent, or spokesperson of Maxbone.
4.5 Takedowns and corrections. Upon Maxbone’s written request, you will modify, correct, take down, or stop distributing any Content, Affiliate Link, or promotional material within 48 hours (or any shorter period Maxbone reasonably specifies).
4.6 Non-disparagement. You will not publicly disparage Maxbone, the Products, or Maxbone’s personnel, customers, vendors, or competitors. Honest reviews are not a breach of this Section so long as they comply with the rest of these Terms.
5. Intellectual Property
5.1 Maxbone IP. As between you and Maxbone, Maxbone owns the Maxbone Marks, the Products, Product imagery, the Affiliate Links, and all assets Maxbone provides.
5.2 License to you. While you comply with these Terms and the applicable SOW, Maxbone grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use the Maxbone Marks and Maxbone-provided creative assets solely to promote the Products in Content that complies with the Brand Guidelines, in the form Maxbone provides and without modification. All goodwill from your use of the Maxbone Marks belongs to Maxbone.
5.3 License to Maxbone. You grant Maxbone a limited, revocable, non-exclusive, non-transferable license to use your marks and content in direct connection with the Products and signed SOW(s).
5.4 Reservation. No license is granted by implication or estoppel. Anything not expressly licensed is reserved.
6. Anti-Abuse
6.1 No self-referral. You will not use your own Affiliate Link or discount code to make purchases for yourself, members of your household, employees, agents, family, or any other account or device under your direct or indirect control. You will not trade codes with other affiliates to refer one another.
6.2 No code distribution to coupon and deal sites. You will not post, syndicate, or otherwise make your Affiliate Link or any Maxbone discount code available on coupon sites, deal forums, savings aggregators, or browser extensions, including Honey, Rakuten, RetailMeMe, Capital One Shopping, Slickdeals, and similar services. You will not stack an affiliate code with any other promotion, employee discount, gift card, or sale unless Maxbone authorizes it in writing.
6.3 No unauthorized marketplaces. You will not sell or facilitate the sale of Products on Amazon, eBay, Walmart Marketplace, Etsy, Facebook Marketplace, TikTok Shop, Instagram Shop, or any other third-party marketplace, reseller, or dropshipper not pre-approved by Maxbone in writing.
6.4 No manipulation. You will not inflate clicks, impressions, conversions, engagement, followers, or sales through bots, click farms, incentivized traffic, fake accounts, or engagement pods. You will not cookie-stuff, intercept, frame, or redirect traffic in a way that drops a Maxbone cookie without the user’s knowing click on your Affiliate Link, and you will not place Affiliate Links in hidden iframes, pop-unders, typo-squatted domains, malware, or auto-code-injecting browser extensions.
6.5 Audit. Maxbone may review your Content, traffic sources, conversion patterns, and Social Snowball activity at any time. You will cooperate reasonably with any investigation.
6.6 Consequences. If Maxbone determines in good faith that you have breached Section 4 or this Section 6, Maxbone may (in addition to its other remedies) forfeit your unpaid commissions, claw back commissions previously paid, freeze or reverse pending payouts in Social Snowball, suspend or terminate your account immediately, and recover its reasonable costs of investigation and enforcement (including attorneys’ fees).
7. Social Snowball
Social Snowball is operated by a third party. Your use of it is governed by Social Snowball’s own terms and privacy policy. Maxbone is not responsible for Social Snowball’s availability, security, or performance, and disclaims liability arising from Social Snowball’s acts or omissions. You are responsible for keeping your Social Snowball credentials secure and for activity under your account, and you will notify Maxbone promptly of any unauthorized access.
8. Confidentiality
You may receive non-public information about Maxbone, including unreleased products, marketing plans, commission structures, pricing, customer data, and supplier information (“Confidential Information”). You will hold Confidential Information in confidence, use it only to perform under these Terms, and not disclose it without Maxbone’s prior written consent. These obligations continue for three years after termination, and indefinitely for trade secrets. Confidential Information does not include information that is public through no fault of yours, was rightfully in your possession before disclosure, was independently developed by you without using Confidential Information, or was rightfully received from a third party without a duty of confidentiality.
9. Representations
You represent, on a continuing basis, that you have the right to enter into and perform these Terms; that your performance does not breach any other agreement (including any agency, talent, management, or exclusivity arrangement); that the information you provide to Maxbone and Social Snowball is accurate; that the Content is original to you or properly licensed and does not infringe or violate any third-party right; that you will comply with applicable law in connection with the Program; and that your statements about Maxbone and the Products are truthful and reflect your honest views and experience.
10. Indemnification
You will defend, indemnify, and hold harmless Maxbone and its affiliates, and their respective officers, directors, employees, and agents, from and against any third-party claim, and any related loss, damage, settlement, judgment, fine, penalty, cost, or expense (including reasonable attorneys’ fees), arising out of or relating to: (a) your breach of these Terms or an SOW; (b) the Content, including any claim it infringes or violates a third-party right; (c) your acts or omissions in connection with the Program; (d) your violation of law, including the FTC Endorsement Guides; (e) any tax liability arising from your participation; or (f) any claim that you are an employee, agent, joint venturer, or partner of Maxbone. Maxbone may control the defense and settlement of any indemnified claim, provided that no settlement requiring an admission of liability by you or imposing a non-monetary obligation on you will be made without your consent (not to be unreasonably withheld).
11. Disclaimer
The Program and all materials Maxbone provides are furnished “as is” and “as available,” without warranty of any kind, express or implied. Maxbone disclaims the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranty arising from course of dealing or usage of trade. Maxbone does not guarantee any level of sales, commissions, exposure, traffic, or earnings.
12. Limitation of Liability
To the fullest extent permitted by law: (a) Maxbone is not liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, goodwill, followers, engagement, business opportunities, or data, arising out of or relating to these Terms or the Program, even if advised of the possibility; and (b) Maxbone’s total aggregate liability arising out of or relating to these Terms will not exceed the greater of (i) the commissions actually paid to you under the applicable SOW during the six months before the event giving rise to the claim, or (ii) US$100. These limits apply regardless of the form of action and survive any failure of essential purpose.
13. Term and Termination
13.1 These Terms take effect when you accept them and continue until terminated.
13.2 Either party may terminate for any reason on written notice, which may be delivered through Social Snowball.
13.3 Maxbone may suspend or terminate you immediately, without notice, if it determines in good faith that you have breached Section 4, Section 5, Section 6, Section 8, or Section 9, or applicable law. Maxbone may also deactivate your Affiliate Link, freeze pending commissions, and pursue the remedies in Section 6.6.
13.4 On termination, your licenses under Section 5.2 end, and you will remove the Maxbone Marks and Maxbone-provided creative from properties you control. Maxbone’s license under Section 5.3 over Content already published, and any other provision that by its nature should survive, survives termination. Earned, eligible commissions will be paid under the SOW, subject to Maxbone’s rights to offset and claw back. No commissions are owed on sales after termination.
14. Governing Law; Dispute Resolution
14.1 Governing law. These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules.
14.2 Informal resolution. Before starting a formal proceeding, the parties will try in good faith to resolve any dispute through direct discussions for at least 30 days after written notice of the dispute.
14.3 Arbitration. Except for claims for injunctive or other equitable relief (including to protect intellectual property or Confidential Information), any dispute arising out of or relating to these Terms or the Program will be finally resolved by binding arbitration administered by JAMS under its Streamlined Arbitration Rules then in effect, before one arbitrator, in Wilmington, Delaware (or by videoconference at Maxbone’s election), in English. Judgment on the award may be entered in any court of competent jurisdiction.
14.4 Class action waiver. Each party waives any right to bring or participate in a class, collective, or representative action. Disputes must be brought in an individual capacity.
14.5 Venue for court actions. Any claim not subject to arbitration must be brought exclusively in the state or federal courts in New Castle County, Delaware, and the parties consent to the personal jurisdiction of those courts.
14.6 Equitable relief. A breach of Section 4, Section 5, Section 6, or Section 8 may cause Maxbone irreparable harm for which damages are inadequate, and Maxbone may seek injunctive and other equitable relief without posting bond.
15. General
15.1 Independent contractor. You are an independent contractor. Nothing in these Terms creates an employment, agency, partnership, joint venture, franchise, or fiduciary relationship. You have no authority to bind Maxbone.
15.2 Non-exclusivity. Unless the SOW says otherwise, neither party is required to deal exclusively with the other. Maxbone may engage other affiliates, including those who promote competing products. You may promote other brands, subject to any exclusivity in an SOW.
15.3 Changes. Maxbone may update these Terms from time to time by posting the updated Terms in Social Snowball or otherwise notifying you. Your continued participation after the effective date of an update is your acceptance. If you do not accept an update, your only remedy is to stop participating.
15.4 Assignment. You may not assign these Terms or any rights or obligations under them, by operation of law or otherwise, without Maxbone’s prior written consent. Maxbone may assign freely. Any prohibited assignment is void.
15.5 Force majeure. Neither party is liable for delay or failure (other than payment) caused by circumstances beyond its reasonable control.
15.6 Severability. If a provision is held invalid or unenforceable, the rest of these Terms remain in effect, and the provision will be reformed only to the extent necessary to make it enforceable.
15.7 Entire agreement. These Terms, together with the applicable SOW and the Brand Guidelines, are the entire agreement between you and Maxbone about the Program and supersede any prior or contemporaneous agreement on the subject.
