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On Notice: Disclosing Unexpected Material Connections in Advertising

By Baldassare Vinti, Anisha Shenai-Khatkhate & Jessica Griffith on January 13, 2022
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In this final installment of our “On Notice” series about the FTC’s Notice of Penalty Offenses Concerning Endorsements, we discuss when and how to properly disclose the existence of a material connection between an advertiser and an endorsing party.

Per the FTC’s Notice of Penalty Offenses, “[i]t is an unfair or deceptive trade practice to fail to disclose a connection between an endorser and the seller of an advertised product or service, if such a connection might materially affect the weight or credibility of the endorsement and if the connection would not be reasonably expected by consumers.” In support, the FTC cited Cliffdale Assocs., Inc., 103 F.T.C. 110 (1984), a case where “[n]one of the testimonials used in the respondents’ advertisements and promotional materials indicate that at the time of their writing, the testimonialists personally knew the manufacturers or various marketers…or were connected with them in any way.” The FTC’s Endorsement Guides contain the same guidance. See 16 C.F.R. § 255.5.

The FTC does not require that every connection be disclosed – only connections that are material to a consumer’s perception of the endorsement, and that consumers would not reasonably expect. A “material connection” can include payment, free product, or a family or employee relationship with the advertiser.  As for whether a consumer would reasonably expect such a connection, the Endorsement Guides provide an example where an ad for an anti-snoring product features an endorsement from a physician. The FTC notes that while consumers would expect the physician to be reasonably compensated for his appearance in the ad, consumers would be unlikely to expect that the physician receives a percentage of gross product sales or that he owns part of the company – and knowing this would materially affect the weight and credibility of the endorsement. Accordingly, the FTC advises that the latter two connections should be disclosed.

Where consumers would not reasonably expect a particular material connection, the FTC’s Endorsement Guides instruct that the person making the advertisement must “clearly and conspicuously disclose” (i) either the payment or promise of compensation prior to and in exchange for the endorsement, or (ii) the fact that the endorser knew or had reason to know or believe that they would receive some benefit if they favored the advertised product. The Endorsement Guides provide an example where a college student who has earned a reputation as a video game expert receives a free gaming system from the manufacturer, in exchange for reviewing the product on his personal website or blog. Noting that because his review is disseminated via “a form of consumer-generated media in which his relationship to the advertiser is not inherently obvious,” the FTC recommends that the blogger should clearly and conspicuously disclose that he received the gaming system free of charge.

Overall, the primary question is whether knowing about the compensation or other benefit would affect the weight or credibility the audience would ascribe to the recommendation.  These requirements apply equally across different platforms and types of media, whether the endorsement appears in a television commercial, YouTube video, or Instagram post.

So what does it mean for a disclosure to be “clear and conspicuous?”  While there is no special wording that must be used, the disclosure must effectively communicate that the endorsement was provided in exchange for some benefit.  For example, if an endorser is sent free product in exchange for providing a video review, it would be appropriate to say something like “Company X gave me this product to try,” or “Company X gave me [name of product] and I think it’s great.”  For video reviews, the FTC requires an audio disclosure as well as a written disclosure in the description or caption for the video.  For sponsored social media posts, hashtags such as #sponsored, #ad, or #[Brand]_Ambassador can be used, but vague or ambiguous hashtags like “#sp,” “#spon,” “#thanks,” or the word “#ambassador” standing alone are not sufficient. As with any disclosure, the hashtags must be unambiguous and easy to find.  A hashtag that is buried in a string of other hashtags, or that is not visible unless the viewer clicks to see “more” would not be considered an adequate disclosure.

Factors the FTC considers in determining whether a particular disclosure is clear and conspicuous include:

  • The placement of the disclosure in the advertisement and its proximity to the claim it is qualifying;
  • The prominence of the disclosure;
  • Whether the disclosure is placed so prominently that a consumer will invariably see it;
  • The extent to which items in other parts of the advertisement might distract attention from the disclosure;
  • Whether the disclosure needs to be repeated several times in order to be effectively communicated, or because consumers may enter the site at different locations or travel through the site on paths that cause them to miss the disclosure;
  • Whether disclosures in audio messages are presented in an adequate volume and cadence;
  • Whether visual disclosures appear for a sufficient duration; and
  • Whether the language of the disclosure is understandable to the intended audience.

The FTC has been particularly active in monitoring this space in recent years as partnerships between advertisers and social media “influencers” have become increasingly common.  The FTC has issued warning letters to and brought enforcement actions against both advertisers and influencers for their alleged failures to comply with FTC regulations concerning undisclosed material .

In one recent example, the FTC brought an enforcement action against Teami, LLC, the maker of various diet and detox tea products, and issued warning letters to several of Teami’s influencers. We referenced this action in a previous “On Notice” post. In addition to allegations of unsubstantiated testimonials, the FTC’s complaint cited a failure to disclose that Teami paid well-known Instagram influencers to promote its products.  Though Teami implemented a social media policy in May 2018 that specifically instructed its paid influencers to make clear and conspicuous disclosures, the FTC found that subsequent sponsored Instagram posts clearly flouted these directives.  This case underscores that simply instructing influencers to comply with disclosure requirements is not enough; an advertiser should actively monitor its influencers’ advertisements, and take proactive steps to take down any advertisements that do not comply.

Following FTC guidance, NAD and ERSP, too, have made failure to disclose material connections a priority. For example, in one case, ERSP was concerned social media influencer advertising for athletic apparel did not contain sufficiently clear or conspicuous disclosures. Alo, LLC (Alo Yoga), ERSP Case #429 (2019). In particular, ERSP identified certain posts where the disclosure was not visible until viewers hit the “more” button, where the disclosure was couched between several hashtags, and where the disclosure was made in a different language from the original post. Although Alo provided its influencers with “Ambassador Program Guidelines,” which instructed influencers to comply with the FTC’s disclosure requirements, ERSP found this to be insufficient because the company did not follow up with social media influencers engaging in questionable practices.

Additionally, NAD recently rolled out its Fast-Track “SWIFT” process, expediting the process for singe-issue disputes that do not require complex evidence or argument. NAD’s SWIFT process can only be used for three types of cases – one of which is cases involving the prominence or sufficiency of disclosures, including disclosure issues in influencer marketing, native advertising, and incentivized reviews. We will monitor if and how the NAD uses the SWIFT program to consider issues of influencer advertising.

***

Want to talk advertising? We welcome your questions, ideas, and thoughts on our posts. Email or call us at bvinti@proskauer.com /212-969-3249

Photo of Baldassare Vinti Baldassare Vinti

Baldassare (“Baldo”) Vinti is the head of Proskauer’s Intellectual Property Litigation Group.

Baldo is a first-chair trial lawyer known for navigating complex, bet-the-company intellectual property disputes across industry verticals and next-generation technologies. With over 25 years of experience, Baldo represents leading global companies…

Baldassare (“Baldo”) Vinti is the head of Proskauer’s Intellectual Property Litigation Group.

Baldo is a first-chair trial lawyer known for navigating complex, bet-the-company intellectual property disputes across industry verticals and next-generation technologies. With over 25 years of experience, Baldo represents leading global companies and universities in patent, trade secret, false advertising, consumer class actions and technology-related breach of contract litigation in federal and state courts as well as before the International Trade Commission.

Baldo is particularly sought after for his courtroom skill and strategic depth, having led trials, arbitrations and appeals in high-stakes disputes involving technologies ranging from pharmaceuticals and medical devices to encryption, digital media, diagnostics, mobile platforms and software. Baldo has represented global corporations, including Arkema S.A., British Telecommunications PLC, Church & Dwight Co., Inc., Henry Schein, Inc., Maidenform Brands Inc., Mitsubishi Electric Corp., Ossur North America Inc., Panasonic Corp., Sony Corp., Welch Foods, Inc. and Zenith Electronics LLC.

With a background in pharmacy, Baldo brings deep domain expertise to pharmaceutical litigation. He has a proven record of driving successful outcomes in complex pharmaceutical milestone payment, royalty and licensing disputes—often stemming from collaboration agreements, co-development deals, and M&A transactions—where the financial and strategic stakes run high.

In addition to representing corporate clients, Baldo works closely with university innovation and technology transfer offices to maximize the financial return of research investments. He develops tailored IP asset optimization strategies and aggressively enforces intellectual property rights to protect and monetize core innovations—whether through high-value licensing agreements, shaping and advancing spin-out company development, or successful litigation.

Baldo also provides strategic counsel on IP due diligence, complex licensing, IP structuring, patentability and freedom-to-operate analyses, and infringement and validity opinions. He advises boards and executive teams on aligning IP strategy with business objectives, mitigating risk and maximizing the value of innovation assets.

A frequent author and commentator on intellectual property topics, Baldo has been quoted in the National Law Journal, Bloomberg BNA, Law360, Westlaw Journal and Inside Counsel magazine. He is also a regular contributor to articles published in Medical Product Outsourcing magazine that deal with the medical device industry.

Baldo served as a judicial intern for Hon. John E. Sprizzo of the United States District Court for the Southern District of New York and for Hon. Charles A. LaTorella of the New York Supreme Court.

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Photo of Jessica Griffith Jessica Griffith

Jessica Griffith is an associate in the Litigation Department. Her practice focuses on a wide range of complex civil and commercial litigation matters in both state and federal courts, including antitrust, intellectual property, false advertising, and unfair competition, as well as white-collar criminal…

Jessica Griffith is an associate in the Litigation Department. Her practice focuses on a wide range of complex civil and commercial litigation matters in both state and federal courts, including antitrust, intellectual property, false advertising, and unfair competition, as well as white-collar criminal defense and internal investigations.  Her matters encompass a variety of industries, ranging from entertainment and sports to consumer products and agriculture.

Jessica has represented clients in all phases of litigation, including drafting dispositive motions, coordinating discovery, and preparing witnesses for deposition and trial.  Most recently, Jessica was part of the trial team that secured a complete defense verdict for Sanderson Farms following a six-week federal jury trial in a blockbuster broiler chicken antitrust conspiracy case seeking $7 billion in damages.

Jessica earned her J.D. from the University of California, Los Angeles, where she was an Associate Editor of the UCLA Law Review and a Managing Editor of the Journal of Law and Technology. She also served as a legal writing advisor to first-year students and on the board of the Intellectual Property Law Association. While at UCLA, Jessica interned for an administrative judge at the United States Equal Employment Opportunity Commission.

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  • Posted in:
    Business and Commercial, Communications, Media & Entertainment
  • Blog:
    Proskauer on Advertising Law
  • Organization:
    Proskauer Rose LLP
  • Article: View Original Source

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