MprooV Corporation
Promoter Guidelines

Last modified: June 2, 2023

1. Social Media Posts.

All social media posts (“Posts”) will meet the following requirements:

  1. Your Posts must comply with the Federal Trade Commission’s (the “FTC”) Guides Concerning Endorsements and Testimonials located at (“Endorsement Guides”),. You agree to participate in any training we require regarding compliance with the Endorsement Guides. You must clearly and conspicuously disclose your “material connection” with us, making it clear that you are a paid endorser. You must place the disclosure in plain sight in close proximity to any audio or visual communications that you make about us, our brands, and our products/services. You may not bury the disclosure in a link or place the disclosure in a string of hashtags or other disclosures. We require this disclosure regardless of any space limitations of the platform (like Twitter), where you can use hashtags for the disclosure (like #ad or #sponsored). If a platform does not allow for a clear and conspicuous disclosure, you should not use that platform.
  2. Your Posts should only include factual statements about the Company, the App and the School, and our products/services that you know for certain are true and verifiable. Your Posts should also accurately use our trademarks to describe the School and the App, and to describe our products/services in accordance with all applicable usage guidelines that we may provide to you from time to time.
  3. Your Posts will reflect your own honest opinions, beliefs, and experiences.
  4. Your Posts will be original and created solely by you.
  5. Your Posts will not include the intellectual property of other parties, including any third-party music, photographs, artwork, trademarks, logos, or slogans.
  6. Your Posts will not include any person, or personally identifiable information about anyone, other than you unless you receive our prior written approval and have the persons at issue sign a release provided or approved by us.
  7. Your Posts will comply with the rules of the applicable social media platforms.
  8. Your Posts will comply with our standards of conduct set out below and any other policies we provide you.
  9. Your Posts will comply with all applicable laws, rules, and regulations.

2. Approval.

We have the right to require preapproval of all Posts prior to posting.

3. Monitoring Posts.

You understand that we may monitor your Posts for compliance with this Agreement. We have the right to address noncompliant Posts by taking any of the following actions alone or in combination:

  1. Requiring you to fix the Post or remove the Post.
  2. Fixing the Post ourselves or through one of our agencies.
  3. Withholding payment.
  4. Terminating the Agreement for a material breach.

4. Ownership; Grant of Rights.

  1. Company is and will be the sole and exclusive owner of all right, title, and interest in and to the Posts, including all copyrights and other intellectual property rights therein. You agree to and hereby (a) assign, transfer, and otherwise convey to us, irrevocably and in perpetuity, throughout the universe, all right, title, and interest in and to the Posts, including all copyrights and other intellectual property rights in them; and (b) irrevocably waive any and all claims you may now or hereafter have in any jurisdiction to so-called “moral rights” with respect to the Posts.
  2. We hereby grant you a limited license to use the Posts solely to promote the School and our products and services.

5. Representations and Warranties.

    You represent and warrant that you are not a member of SAG-AFTRA. By providing the Posts to us, you represent and warrant that the Posts:
  1. are your sole and original creation;
  2. have not been, and prior to our publication of them will not be, published or otherwise made publicly available, in whole or in part;
  3. are not libelous or otherwise defamatory; and
  4. do not, and our use or them will not, infringe or otherwise violate any right of any third party, including any copyright, trademark, patent, trade secret, or other intellectual property right, or any right of publicity or privacy.

6. Standards of Conduct

With respect to promotional messages, photos, or other communications made about Company and our products/services/brands (whether on social media platforms or elsewhere), you must adhere to the following standards:

  • You may not:
    • make deceptive or misleading claims about our products or services or our competitors’ products or services;
    • make any claims about our products/services or our competitors’ products/services that are not backed up by evidence;
    • disclose any of our confidential information;
    • disparage Company or our brands/products/services;
    • engage in any communication that is defamatory or infringes upon the copyright, trademark, privacy, publicity, or other intellectual property rights of others;
      offer for sale or solicit products on behalf of Company;
    • make offensive comments that have the purpose or effect of creating an intimidating or hostile environment;
    • promote or post content that promotes bigotry, racism, or discrimination based on race, gender, religion, nationality, disability, sexual orientation, or age;
    • use ethnic slurs, personal insults, obscenity, or other offensive language; and
      make any comments or post any content that in any way promotes unsafe activities that could lead to an unsafe situation involving Company’s consumers or other individuals.
  • You must adhere to:
    • the posted policies, guidelines, and terms of use on any platform on which you post content on behalf of (or related to) Company, understanding that any these platforms’ disclosure requirements about your connection to us do not necessarily satisfy FTC disclosure requirements; and
    • any additional guidelines provided by Company.
  • You must not create fake followers or engagement on social media platforms, such as:
    • buying followers;
    • using bots to grow audience size by automating account creation, following, commenting, and liking; or
    • post fake sponsored content.
  • Without limiting Company’s other rights and remedies, you agree to take any corrective measures requested by Company if Company determines, in its sole discretion, that any of your communications may violate these Promotion Guidelines.

7. Modification to Guidelines.

Company may, in its sole and absolute discretion, change these Promotion Guidelines from time to time. All changes to the Promotion Guidelines will be effective when posted, and we will provide notification of such changes to you through the Platform or via email. Your continued participation as a School Creator or Promoter (as applicable) following any changes to the Promotion Guidelines will constitute your agreement to be bound by such changes. If you object to any such changes, your only recourse will be to terminate this Agreement.