FTC Compliance & Disclosures Policy

This Policy applies, without limitation, to every Commercial Communication that is originated, transmitted, published, amplified, re-broadcast, cross-posted, syndicated, archived, or otherwise disseminated in any medium now known or hereafter devised by any Person (as defined herein) in connection with, arising out of, or reasonably attributable to an engagement initiated, negotiated, brokered, funded, administered, reimbursed, or otherwise supported by Orno, irrespective of whether the relevant Commercial Communication is designated as “paid,” “unpaid,” “organic,” “gifted,” “seeded,” “ambassadorial,” “affiliate,” or any similar euphemism, circumlocution, or trade shorthand.

Nothing in this Policy shall be construed (a) to waive, diminish, or limit any obligation imposed by Applicable Disclosure Laws; (b) to create any safe harbor, defense, or affirmative showing of compliance for any Person; or (c) to establish a ceiling, rather than a floor, on the conduct required hereunder. To the extent this Policy imposes requirements more stringent than Applicable Disclosure Laws, the stricter standard shall govern. To the extent any provision hereof conflicts with Applicable Disclosure Laws, Applicable Disclosure Laws shall prevail, but only to the minimum extent necessary to resolve such conflict.

For purposes of this Policy, capitalized terms shall have the meanings set forth below. Terms defined in the singular include the plural, and vice versa; references to any gender include every gender; and references to any statute, regulation, or guide include every amendment, restatement, successor, or re-codification thereof.

Each Creator shall, with respect to every Commercial Communication, make a Clear and Conspicuous disclosure of the existence of the Material Connection to the relevant Brand, in a manner sufficient to place an ordinary and reasonable consumer on immediate and unambiguous notice of such connection prior to, concurrent with, and in immediate proximity to the triggering claim. The Creator expressly acknowledges and agrees that (i) the obligation to disclose arises whether or not the Creator believes the Commercial Communication to be honest, accurate, or balanced; (ii) the obligation exists without regard to whether the Creator was instructed by the Brand or Orno to make the communication; and (iii) disclosure is mandatory even where the product is received without obligation to post.

The disclosure obligation is continuous and applies not only to the initial publication but also to (a) every subsequent edit, re-upload, or re-publication of the Commercial Communication; (b) every re-share, re-tweet, re-post, or quote-post originated by the Creator; (c) any pinned comment, featured comment, or caption overlay; and (d) any podcast, livestream, or video-on-demand segment in which the Brand’s product is discussed, displayed, or otherwise promoted, whether or not the Brand has been referenced elsewhere in the broadcast.

A disclosure shall be deemed Clear and Conspicuous only if it satisfies each and every one of the following cumulative requirements: (a) it is made in the same language as the predominant language of the Commercial Communication; (b) it is stated in plain, unambiguous terms reasonably understandable by a consumer of ordinary experience and without specialized knowledge of advertising vernacular; (c) it appears in a font size, color, contrast, and typographic weight at least as prominent as the surrounding claim text; (d) it is not relegated to a hyperlink, footnote, terms-and-conditions modal, or collapsed drawer; (e) it does not rely on a platform’s native “paid partnership” label as the sole disclosure; (f) in audio or video media, it is spoken and/or displayed at the outset of any sponsored segment and repeated as often as reasonably necessary to prevent momentary viewers from missing it; and (g) it is made before the consumer can click, tap, swipe-up, add-to-cart, or otherwise transact.

In the event of ambiguity concerning whether a given disclosure satisfies the Clear and Conspicuous standard, the Creator shall resolve such ambiguity in favor of greater conspicuity. Orno shall have sole and absolute discretion to determine, post hoc or prospectively, whether a disclosure complies with this Policy, and any such determination shall be final and binding upon the Creator.

Without limiting the generality of Sections 3 and 4, the following supplemental, medium-specific requirements apply to every Commercial Communication disseminated via the indicated Platforms. In the event of any conflict between the requirements of a Platform’s community guidelines and this Policy, the more restrictive standard shall govern.

Creators and Brands are strictly prohibited from engaging in any of the following practices, any one of which shall constitute a material breach of this Policy and an independent violation of Applicable Disclosure Laws, entitling Orno to the full panoply of remedies set forth in Section 15:

• Misrepresenting, in whole or in part, the Creator’s personal use, experience, or opinion concerning the product or service;
• Publishing reviews, ratings, stars, or endorsements that the Creator does not actually hold as a genuine, bona fide opinion;
• Fabricating, inflating, or manipulating engagement metrics (views, likes, followers, watch time, downloads), whether by bots, click farms, engagement pods, or otherwise;
• Failing to disclose that a testimonial is scripted, edited, or composite;
• Soliciting, purchasing, commissioning, or otherwise procuring fake or incentivized reviews of the Brand’s product, whether on the Brand’s website, third-party marketplaces, app stores, or otherwise;
• Suppressing, concealing, editing out, or commenting-to-hide negative reviews, comments, or replies originated by consumers;
• Making any unqualified claim regarding health, safety, medical efficacy, financial performance, earnings potential, weight loss, or similar subject matter without express prior written approval from Orno’s compliance counsel and adequate substantiation pursuant to Section 7;
• Implying any governmental, scientific, academic, or regulatory endorsement, certification, or approval that does not exist or is not reasonably supported;
• Using any language, image, or effect that would reasonably be understood by children to encourage purchase without adult supervision;
• Deploying AI-generated or synthetic media that depicts endorsements, statements, or likenesses that were not actually given by the Creator or any third party whose likeness is implicated, without both (i) Clear and Conspicuous disclosure that the media is synthetic and (ii) written consent from every implicated individual;
• Re-casting a Commercial Communication as “organic” content after the fact (e.g., by deleting the disclosure or editing the asset to remove it); and
• Any other act or omission that is materially misleading or that operates as a deception or unfair practice within the meaning of 15 U.S.C. § 45(n) or analogous State law.

No Commercial Communication shall contain any express or implied objective, factual, performance, comparative, superiority, establishment, health, safety, efficacy, scientific, clinical, or financial claim (each, an “Objective Claim”) unless, at the time such Objective Claim is first made, the Creator and Brand possess and maintain competent and reliable evidence sufficient to substantiate each such claim in the manner a reasonable regulator would require, in every material respect, and for every material product variation to which the claim is reasonably understood to apply. For Objective Claims of a health, safety, medical, nutritional, pharmacological, or biological nature, “competent and reliable evidence” shall mean, at a minimum, competent and reliable scientific evidence as that term has been construed by the Federal Trade Commission and the courts, including as applicable randomized, double-blind, placebo-controlled human clinical trials conducted by qualified persons.

All endorsements and testimonials shall (a) reflect the honest opinions, findings, beliefs, or experiences of the endorser; (b) not contain any representations that would be deceptive or could not be substantiated if made directly by the Brand; (c) disclose any Material Connection in accordance with Sections 3 and 4; and (d) if the endorser is represented as an expert, accurately reflect the endorser’s qualifications and the relevant comparative testing or evaluation necessary to support the endorsement.

Consumer testimonials describing extraordinary, atypical, or unrepresentative experiences must either (i) be accompanied by a Clear and Conspicuous disclosure of the generally expected performance in the depicted circumstances, or (ii) be modified to depict the generally expected performance. In no event may a disclaimer of the form “Results not typical” be relied upon as a sole or sufficient means of qualifying an atypical testimonial.

Any Commercial Communication referencing earnings, savings, returns, revenue, income, weight loss, health improvement, or any similar quantifiable consumer outcome shall be accompanied by a Clear and Conspicuous disclosure of (a) the generally expected results that a typical consumer will achieve when using the product or service as directed, supported by competent and reliable evidence; (b) the date, geography, and sample size of the underlying data; and (c) any material conditions, regimens, expenditures, or prerequisites necessary to achieve the depicted result.

Phrases such as “I made $X” or “lost Y pounds” constitute performance claims and trigger the foregoing obligations regardless of whether they are framed as first-person anecdotes, aspirational targets, or illustrative examples. The use of the words “earn,” “make,” “profit,” “passive income,” “financial freedom,” “transformation,” or any synonym is presumed to be a performance claim absent contrary qualification.

Each Creator hereby irrevocably represents, warrants, and covenants to Orno and to every Brand that, at the time of publication of every Commercial Communication and continuously thereafter:

1. The Creator has read, understood, and agrees to comply with this Policy in all respects;
2. The Creator has actually used, reviewed, or evaluated the relevant product or service personally and in good faith, unless the Commercial Communication has been explicitly designated as scripted and so disclosed;
3. Every disclosure made satisfies the Clear and Conspicuous standard set forth herein;
4. Every Objective Claim has been substantiated in accordance with Section 7 at the time it was made and will continue to be substantiable thereafter;
5. The Creator has not engaged, and will not engage, in any Prohibited Practice set forth in Section 6;
6. The Creator will preserve, without alteration or deletion, all disclosures made in any Commercial Communication for the full lifecycle of such Communication, including after the termination of any applicable engagement;
7. The Creator shall, within twenty-four (24) hours of receipt, implement any corrective disclosure, edit, deletion, or republication requested by Orno in writing; and
8. The Creator shall cooperate fully with any inquiry, investigation, or audit conducted by Orno, any Brand, any governmental authority, or any self-regulatory organization concerning any Commercial Communication.

Each Brand hereby irrevocably represents, warrants, and covenants to Orno and, for the benefit of consumers as third-party beneficiaries, that:

1. It has provided, and will continue to provide, accurate and complete information concerning its products and services, including any material safety, efficacy, origin, compensation, or financial-performance data reasonably necessary for Creators to comply with this Policy;
2. It has not requested, encouraged, or incentivized any Creator to omit, minimize, dilute, conceal, or defer any disclosure;
3. It maintains adequate substantiation for every Objective Claim made in any Brand-supplied creative materials, brief, talking point, or script;
4. It will promptly notify Orno upon becoming aware of any non-compliant Commercial Communication disseminated by any Creator within its campaign;
5. It assumes joint and several liability with the Creator for any act or omission of such Creator that constitutes a violation of Applicable Disclosure Laws within the scope of the engagement; and
6. It shall maintain contracts, standard operating procedures, and internal training programs reasonably designed to ensure the foregoing.

Orno reserves, and the Creator and Brand irrevocably grant, the perpetual right to (i) monitor, in whole or in part, any public or semi-public Commercial Communication; (ii) preserve forensic copies, including metadata, of such Commercial Communications for evidentiary purposes; (iii) demand, within ten (10) business days’ written notice, the production of records, substantiation, analytics, contracts, correspondence, and invoices relating to any Commercial Communication; (iv) conduct on-site or remote audits of the Creator’s or Brand’s books and records insofar as they pertain to this Policy, upon reasonable notice and during normal business hours; and (v) engage independent third-party auditors, experts, or testing laboratories at Orno’s sole expense (subject to cost-shifting in the event a material non-compliance is identified).

Failure to cooperate with any such monitoring, audit, or inspection shall constitute an independent and incurable material breach of this Policy, entitling Orno to immediate termination of the engagement, withholding of compensation, and all other remedies set forth in Section 15.

Creators and Brands shall not, without Orno’s prior written approval, direct any Commercial Communication primarily to, or collect any personal information from, children under the age of thirteen (13) within the meaning of the Children’s Online Privacy Protection Act of 1998, 15 U.S.C. §§ 6501–6506, and its implementing Rule, 16 C.F.R. Part 312. Where Commercial Communications are reasonably anticipated to reach audiences of mixed-age composition, Creators shall enhance the conspicuity of disclosures and shall refrain from language, imagery, or calls-to-action likely to exploit the credulity, inexperience, or immaturity of minors.

In addition, Commercial Communications distributed via platforms subject to the FTC’s YouTube/Google settlement (FTC v. Google LLC and YouTube LLC, No. 1:19-cv-2642 (D.D.C.)), and any successor orders, shall be designated in accordance with the platform’s “made for kids” framework as applicable, without reliance on such designation as a substitute for COPPA compliance.

Creators and Brands acknowledge that Commercial Communications may be received by audiences outside the United States and, accordingly, that foreign consumer-protection regimes may additionally apply, including without limitation (a) the United Kingdom Advertising Standards Authority’s Committee of Advertising Practice Code and the Competition and Markets Authority guidance on social-media endorsements; (b) the European Union’s Unfair Commercial Practices Directive (2005/29/EC), the Digital Services Act (Regulation (EU) 2022/2065), and the Member States’ implementing measures; (c) Canada’s Competition Act and the Ad Standards’ Influencer Disclosure Guidelines; (d) Australia’s Competition and Consumer Act 2010 (Cth) and the AANA Code of Ethics; and (e) analogous laws of every other jurisdiction in which the Commercial Communication is reasonably accessible.

Where foreign Applicable Disclosure Laws impose stricter or additional requirements, Creators and Brands shall comply with such stricter or additional requirements in addition to, and not in substitution for, this Policy.

Upon any violation, or reasonably suspected violation, of this Policy, Orno may, in its sole and absolute discretion and without prior notice, exercise any one or more of the following remedies: (a) demand immediate corrective disclosure, editing, deletion, takedown, or republication of the offending Commercial Communication; (b) suspend, restrict, or terminate the Creator’s and/or Brand’s access to the Orno platform, services, and roster; (c) withhold, offset, claw back, or forfeit any compensation, advance, bonus, or performance payment otherwise payable to the Creator or Brand; (d) publish an internal or external advisory disclosing the nature of the non-compliance; (e) refer the matter to the Federal Trade Commission, any State Attorney General, any self-regulatory body (including the National Advertising Division of BBB National Programs), or any other governmental authority of competent jurisdiction; (f) pursue injunctive relief, including temporary restraining orders and preliminary injunctions, to compel compliance and prevent irreparable harm; and (g) seek monetary damages, disgorgement, restitution, pre- and post-judgment interest, attorneys’ fees, costs, and any and all other relief available at law or in equity.

Orno reserves the right, at its sole and absolute discretion, to amend, restate, supplement, or supersede this Policy at any time and from time to time, effective upon publication of the amended Policy on the Site or, in the case of material amendments, upon delivery of written notice to active Creators and Brands. Continued participation in the Orno platform after the effective date of any such amendment shall constitute the Creator’s and Brand’s full and unconditional acceptance of the amended Policy.

If any provision of this Policy is held invalid, illegal, or unenforceable by a court or tribunal of competent jurisdiction, such provision shall be severed from the Policy, the remaining provisions shall continue in full force and effect, and the severed provision shall be reformed only to the minimum extent necessary to render it enforceable, consistent with the original intent of the parties. The obligations set forth in Sections 3, 4, 6, 7, 8, 9, 10, 11, 12, 15, and 17 shall survive the termination, expiration, or rescission of any engagement hereunder for so long as any Commercial Communication remains accessible or for seven (7) years, whichever is longer.

All compliance questions, disclosure audits, self-reports, regulatory inquiries, and other correspondence concerning this Policy shall be addressed to:

This Policy is effective as of the date first written above and shall remain in effect until expressly rescinded, superseded, or amended in accordance with Section 16. By publishing, uploading, streaming, or otherwise disseminating any Commercial Communication that is facilitated by, procured through, or otherwise connected to Orno LLC, each Creator and each Brand acknowledges receipt of, consents to, and is bound by every term of this Policy.