Colgate-Palmolive Company Open Affiliate Program (THE “PROGRAM”)

Terms and Conditions

Returns

By clicking the “Add Products” button or otherwise participating in the Program, you (“You”, “Creator” or “Social Seller”) agree to these Colgate-Palmolive Company (“We”, “Us” or “Colgate ”) Open Affiliate Terms and Conditions (the “Colgate Terms”) governing Your participation in the Colgate Open Affiliate Program on TikTok. These Colgate Terms are separate from TikTok Shop's Creator Terms of Use. TikTok Shop's Creator Terms of Use govern Your relationship with TikTok, while these Colgate Terms, in addition to TikTok Shop's Creator Terms of Use, govern the relationship between You and Colgate . We reserve the right to conduct a review of the materials You post on any social media platform and any public data available about You. This review involves Us looking at Your social media content and public profile to see if Your values match Colgate 's values as set forth herein.

These Colgate Terms shall take precedence when a conflict of terms arises between topics covered in these Colgate Terms and TikTok Shop’s Creator Terms of Use.

YOU HEREBY REPRESENT AND WARRANT THAT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS (YOU ARE NOT A MINOR) AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THESE COLGATE TERMS, IF THESE COLGATE TERMS ARE BEING AGREED TO BY A COMPANY OR OTHER LEGAL ENTITY, THEN THE PERSON AGREEING TO THESE COLGATE TERMS ON BEHALF OF THAT COMPANY OR ENTITY HEREBY REPRESENTS AND WARRANTS THAT THEY, HE OR SHE IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT COMPANY OR ENTITY TO THESE COLGATE TERMS.

These Colgate Terms include a provision waiving the right to pursue any class, group or representative claim and requiring You and Us to pursue certain disputes through individual arbitration.

You must return the product to Colgate to receive a refund. The returned product must be in good physical condition (not damaged) and in its original packaging. All accessories originally included with your purchase must be included with your return.

By participating in this Program, You agree that You will comply with the following:

You must comply with these Colgate Terms to participate in the Program and receive commission income. However, We do not make any representation, warranty, or covenant regarding the amount of commission income You can expect at any time in connection with the Program, and We will not be liable for any actions You undertake based on Your expectations. You must promptly provide Us with any information that We request to verify Your compliance with these Colgate Terms. You agree that You will throughout Your participation in the Program uphold Your commitments as described below:

Colgate’s commitments

1. We seek to work with partners who share our values and ethical principles - caring, inclusive and courageous - and we select them based on objective and legitimate criteria. We reserve the right to pursue due diligence depending on the nature of the relationship we are entering, based on information already in the public domain. We may end the relationship if we consider that these values and ethical principles are no longer shared.
2. We seek to partner with social sellers who have built their following and reputation through efforts and talent. We may check that our partners do not buy or artificially inflate follower count or engagement through paid-for or ‘like-for-like’ means.
3. We are fully transparent when communicating about the nature of our relationship with our partners, to comply with the applicable regulations worldwide, and to ensure and retain consumer trust.
4. We outline our expectations, objectives and timelines, and make commercial information and training available to our partners to help them inspire and foster a community around our brands and products.
5. We provide our partners with the creative liberty of relaying the message of our brands and products in their style and voice, within a responsible frame.
6. We comply with our obligations in terms of image and intellectual property rights of our partners as well as third parties, while safeguarding our consumers’ personal and purchasing data.
7. We only work with partners who have attained the legal age of 18 years or older.
8. We act and communicate respectfully with our partners during all interactions.

Social Sellers’ commitments

1. You commit to communicating authentically, and to sharing creative, engaging, and valuable content. You do not mislead our consumers about our products. You are free to share honest opinions about our products and brands while refraining from posting defamatory or untruthful content about them.
2. You commit to not posting or have previously posted content which is at odds with our values of respect, tolerance, and inclusion. In particular, partners will not share views or engage in behaviour which could be interpreted as racism, antisemitism, homophobia, misogyny, intolerance towards any religion, violence, hateful content, bullying or aggressiveness towards others, pornography or any criminal activity.
3. You will always respect the freedom of choice of the audience and will not force a purchase on a non-consenting consumer in any way.
4. Our partners commit to respecting the terms of the agreement including expectations, objectives and timelines, and to refrain from disclosing confidential information about our brands and products to any third party, or disparaging our products.
5. You are transparent about the nature of your relationships with us by fully disclosing your commercial interests to your audience, in accordance with the guidelines of your local advertising standards (partnership, #SponsoredBy…).
6. You respect local regulations related to your activity and are duly registered with the relevant local social security, tax, and administrative authorities.
7. You will respect all image and intellectual property rights of third parties (including trademarks designs, copyrights and moral rights, as well as neighbouring rights) as well as all consumers’ rights to data privacy. You will obtain all necessary authorizations from the rights owners (including models, photographers, music publishers and record labels) before using any third parties’ image and works (including music) in any content, and ensure the prompt deletion of infringing content.
8. You will act and communicate respectfully with your audience and peers as well as our teams during all interactions.

If You violate these Colgate Terms or any other rights or remedies available to Us, We reserve the right to direct TikTok to permanently (to the extent permitted by applicable law) cease payment of (and You agree You will not be eligible to receive) any commission income attributable to this Program otherwise payable to You under these Colgate Terms and the TikTok Shop’s Creator Terms of Use, whether or not directly related to such violation without notice and without prejudice to any right of Colgate to recover damages over this amount.

TERM AND TERMINATION

We may terminate Your participation in the Program at any time for any reason, including but not limited to any of the following: (a) You are in material breach of these Colgate Terms, (b) We believe that We may face potential claims or liability in connection with Your participation in the Program; (c) We believe that our brand or reputation may be tarnished by You or in connection with Your participation in the Program; (d) Your participation in the Program has been used for deceptive, fraudulent or illegal activity; or (e) We have terminated the Program as We generally make it available to participants.

DISCLAIMERS

NEITHER WE NOR ANY OF OUR AFFILIATES MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE PROGRAM, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF ANY LAW, CUSTOM, COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE COMMISSIONS, PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH YOUR PARTICIPATION IN THE PROGRAM, OR (Z) ANY TERMINATION OR SUSPENSION OF YOUR PARTICIPATION IN THE PROGRAM.

LIMITATIONS ON LIABILITY

NEITHER WE NOR ANY OF OUR AFFILIATES WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA ARISING IN CONNECTION WITH THE PROGRAM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSION INCOME PAID OR PAYABLE TO YOU UNDER THESE COLGATE TERMS IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED. YOU HEREBY WAIVE ANY RIGHT OR REMEDY IN EQUITY, INCLUDING THE RIGHT TO SEEK SPECIFIC PERFORMANCE, INJUNCTIVE OR OTHER EQUITABLE RELIEF IN CONNECTION WITH THESE COLGATE TERMS. NOTHING IN THIS PARAGRAPH WILL OPERATE TO LIMIT LIABILITIES THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

INDEMNIFICATION

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE WILL HAVE NO LIABILITY FOR ANY MATTER DIRECTLY OR INDIRECTLY RELATING TO THE CREATION, MAINTENANCE, OR OPERATION OF YOUR TIKTOK CHANNEL(S) (INCLUDING YOUR USE OF ANY TIKTOK SERVICE OFFERING) OR YOUR VIOLATION OF THESE COLGATE TERMS, AND YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD US AND OUR RESPECTIVE AFFILIATES AND LICENSORS, AND OUR AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AND REPRESENTATIVES, HARMLESS FROM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING ATTORNEYS’ FEES) RELATING TO (A) YOUR TIKTOK CHANNELS(S) OR ANY MATERIALS THAT APPEAR ON YOUR TIKTOK CHANNELS(S), INCLUDING THE COMBINATION OF YOUR TIKTOK CHANNELS(S) OR THOSE MATERIALS WITH OTHER APPLICATIONS, CONTENT, OR PROCESSES, (B) THE USE, DEVELOPMENT, DESIGN, MANUFACTURE, PRODUCTION, ADVERTISING, PROMOTION, OR MARKETING OF YOUR TIKTOK CHANNELS OR ANY MATERIALS THAT APPEAR ON OR WITHIN YOUR TIKTOK CHANNELS, (C) YOUR USE OF ANY TIKTOK SERVICE OFFERING OR YOUR PARTICIPATION IN THE PROGRAM, WHETHER OR NOT SUCH USE IS AUTHORIZED BY OR VIOLATES THESE COLGATE TERMS OR APPLICABLE LAW, (D) YOUR VIOLATION OF ANY TERM OR CONDITION OF THESE COLGATE TERMS, (E) YOUR TAXES AND DUTIES OR THE COLLECTION, PAYMENT, OR FAILURE TO COLLECT OR PAY YOUR TAXES OR DUTIES, OR THE FAILURE TO MEET TAX REGISTRATION OBLIGATIONS OR DUTIES, OR (F) YOUR OR YOUR EMPLOYEES’ OR CONTRACTORS’ NEGLIGENCE OR WILLFUL MISCONDUCT. WE OR OUR NOMINEE MAY TAKE LEGAL ACTION AND PERFORM ANY PROCEDURAL ACT ON BEHALF OF ANY COLGATE PARTY, INCLUDING THROUGH SPECIAL MANDATE, TO EXERCISE OR DEFEND A LEGAL CLAIM OR FOR THE PROTECTION OF RIGHTS, INCLUDING FOR THE PURPOSE OF ENFORCING THIS SECTION.

INDEPENDENT CONTRACTORS

You and We are independent contractors, and nothing in these Colgate Terms will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between You and Us or our respective affiliates, nor shall You represent to any third party that any of the foregoing relationships exists. You will have no authority to make or accept any offers or representations on our or our affiliates’ behalf. If You authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of these Colgate Terms, You will be deemed to have taken the action Yourself.

MUTUAL ARBITRATION

The parties hereto shall use good faith efforts to settle any Dispute (as defined below). To this effect, the parties shall consult and negotiate with one another in good faith, in an attempt to reach a just and equitable solution, satisfactory to all parties. You and Colgate mutually agree to resolve any Dispute exclusively through final and binding arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association (“AAA Rules”) as then in effect (currently available at www.adr.org), instead of a court or jury trial. This agreement to arbitrate is governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). For clarity, “ Disputes” subject to this agreement to arbitrate include any dispute, claim, question or disagreement arising from or relating to these Colgate Terms or the breach thereof, in connection with the Program or arising from any arrangement under these Colgate Terms (whether between you and us or you and TikTok), including Your classification as an independent contractor, Your provision of services, the payments received by You for providing services to Colgate, the termination of Your participation in the Program, and all other aspects of Your relationship with Colgate, past, present or future, whether arising under federal, state or local statutory and/or common law, including without limitation harassment, discrimination or retaliation claims and claims arising under or related to the Fair Credit Reporting Act, Defend Trade Secrets Act, Worker Adjustment and Retraining Notification Act, Civil Rights Act of 1964, Americans with Disabilities Act, Age Discrimination in Employment Act, Family and Medical Leave Act, Affordable Care Act, Uniformed Services Employment and Reemployment Rights Act, or Fair Labor Standards Act, state statutes or regulations addressing the same or similar subject matters, and all other federal or state legal claims, whether under a statute or the common law (for example, tort or contract claims) arising out of or relating to Your relationship or the termination of that relationship with Colgate. However, this agreement to arbitrate does not apply to litigation between You and Colgate pending in a state or federal court as of the date of Your receipt of these Colgate Terms, nor does it apply to any claim that may not be arbitrated as provided by an Act of Congress or lawful, enforceable Executive Order. If either party wishes to initiate arbitration, the initiating party must notify the other party in writing via certified mail, return receipt requested, within the applicable statute of limitations period. This demand for arbitration must include (1) the name and address of the party seeking arbitration, (2) a statement of the legal and factual basis of the claim, and (3) a description of the remedy sought. Any demand for arbitration shall be delivered to the address indicated in the notice terms of the Colgate Terms, unless that address has been updated, in writing. Class Action Waiver. You and Colgate mutually agree that by entering into this agreement, we waive our right to have any Dispute brought, heard or arbitrated against either of us or our suppliers, licensors or service providers (including TikTok) as a class action, collective action and/or representative action, and an arbitrator shall not have any authority to hear or arbitrate any class, collective or representative action. Notwithstanding any other clause contained in this agreement or the AAA Rules, as set forth below, any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. In any case in which (1) the Dispute is filed as a class, collective, representative or private attorney general action, and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class, collective, representative and/or private attorney general action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration. This agreement does not prevent the filing of charges with a government agency like the Department of Labor, NLRB, or the EEOC or participation in any investigation or proceeding conducted by a government agency.

APPLICABLE LAW

These Colgate Terms and the contractual relationship between You and Colgate , Inc. and its affiliates and brands shall be governed by the laws of the State of New York, U.S.A.

MODIFICATIONS

We reserve the right to modify any of the terms and conditions contained in these Colgate Terms at any time and in our sole discretion by posting a change notice or revised Colgate Terms. The effective date of such change will be the date the notice is provided. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING THE EFFECTIVE DATE OF SUCH CHANGE WILL CONSTITUTE YOUR ACCEPTANCE OF THE MODIFICATIONS. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE YOUR PARTICIPATION IN THE PROGRAM. WHO WE ARE; ADDRESS FOR NOTICES
Colgate-Palmolive Company
300 Park Avenue
New York, NY 10022
Attn: North America General Counsel