Creator Terms & Conditions
Contents
- SCOPE AND DURATION ->
- CAMPAIGN BRIEFS ->
- CONTENT DELIVERY ->
- CANCELLATION AND TERMINATION ->
- CONTENT PLACEMENT AND POSITIONING ->
- FRAUDULENT TRAFFIC ->
- PAYMENT ->
- WARRANTIES ->
- INTELLECTUAL PROPERTY ->
- DATA PROTECTION ->
- EXCLUSIVITY AND NON-SOLICITATION ->
- FORCE MAJEURE ->
- CONFIDENTIALITY AND PRIVACY ->
- INDEMNITY AND LIABILITY ->
- MISCELLANEOUS ->
- INFLUENCER AND BLOGGER RULES ->
BACKGROUND:
A. Influencer, being (a) an individual influencer on social media platforms and/or with a blog site (“Individual Influencer”), or (b) an organisation that manages the Influencers (“Influencer Agency”), has registered with WPP Media’s influence, content and amplification solution (“GOAT”). Influencer acknowledges that GOAT uses third party suppliers for technology solutions and related services.
B. Influencer has agreed to create “Content” (meaning articles, social stock videos, social shoot videos, speedy tips videos, social snacks, emotional social videos and other content) for GOAT, a party or entity that directly or indirectly controls, is controlled by, or is under common control with GOAT (“GOAT Affiliate”) and their clients (“Advertisers”). The Content will be submitted to GOAT or the relevant GOAT Affiliate, approved by the relevant Advertiser for which the Content was created, and then published on the Influencer’s digital properties or social media platform in accordance with the Campaign Brief (defined below).
C. Where these Terms (defined below) refer to “GOAT”, this can mean GOAT or the relevant GOAT Affiliate as the context denotes.
IT IS AGREED THAT:
1. SCOPE AND DURATION
1.1. These GOAT Influencer Terms and Conditions (which, together with any schedules hereto, shall be referred to as the “Terms”) shall be in force from the date on which the Content is accepted by GOAT or GOAT Affiliates and shall apply to all campaign briefs, booking forms or any other form of order (which may, for the avoidance of doubt, be a request made by email) submitted by GOAT for the purchase of services from the Influencer (each a “Campaign Brief”).
1.2. Each Campaign Brief forms a separate agreement with Influencer (an “Agreement”) which comprises these Terms.
2. CAMPAIGN BRIEFS
2.1. GOAT may submit Campaign Briefs to Influencer under which Influencer will deliver Content for the benefit of GOAT, GOAT Affiliates, and the relevant Advertiser(s) for which the Content was created. The Campaign Brief and these Terms will be binding upon Influencer’s acceptance of a Campaign Brief.
2.2. Unless specifically agreed otherwise by the parties in a Campaign Brief, as between these Terms and a Campaign Brief, in the event of any conflicting or additional terms, the terms of the Campaign Brief shall prevail.
3. CONTENT DELIVERY
3.1. Influencer will deliver or procure delivery of Content to GOAT and then publish the Content on the Influencer’s digital properties or social media account, in accordance with these Terms (including the Influencer and Blogger Rules attached hereto at Schedule 1 (the “Rules”) and the terms of the relevant Campaign Brief.
3.2. The Campaign Brief may state the start and end date per advertising campaign (“Campaign”). These dates must be complied with as many Campaigns are time sensitive (i.e., time is of the essence in a Campaign Brief), unless otherwise stated in Campaign Brief.
3.3. Influencer shall not use, create, or publish any content generated by artificial intelligence, machine learning, or automated systems (collectively referred to as “AI-Generated Content”) in connection with this Agreement without prior written approval of GOAT. If the use of AI-Generated Content is approved, Influencer warrants that use of such AI-Generated Content will comply with all applicable laws, regulations, and platform guidelines (including, but not limited, any platform requirements for transparency). Influencer will be solely responsible for ensuring the accuracy, appropriateness, and legality of any approved AI-Generated Content.
4. CANCELLATION AND TERMINATION
4.1. GOAT may cancel any Campaign Brief for any reason without penalty by providing Influencer written notice of cancellation (including email), which will be effective 48 hours after providing Influencer with such written notice. In such circumstances GOAT, or a third party instructed by GOAT, shall pay all costs and expenses that Influencer is, up to the date of cancellation, contractually obliged to pay third parties, provided that such sums have been pre-approved by GOAT and such cancellation is not a result of the Influencer’s fault.
4.2. GOAT may terminate a Campaign Brief at any time if Influencer is in material breach of its obligations hereunder that is not cured within 48 hours after written notice thereof from the non-breaching party, except as otherwise stated in these Terms with regard to specific breaches.
4.3. Unless otherwise agreed in the Campaign Brief, GOAT shall procure Advertiser to provide feedback within in 7 days from when Content is received, GOAT shall use reasonable efforts to ensure that Advertiser approves content within two rounds of amends.
4.4. Notwithstanding any other provision herein to the contrary, Influencer agrees that based upon the acts or omissions of any particular Advertiser, Influencer shall not terminate any Campaign Brief or suspend or take any other action against GOAT, or suspend or take any other action, that affects other Advertisers in relation to any Campaign Brief.
5. CONTENT PLACEMENT AND POSITIONING
5.1. Influencer will deliver the Content in accordance with the Campaign Brief. Without prejudice to the generality of the foregoing, Influencer shall, or where Influencer is an Influencer Agency it shall procure that the Individual Influencer(s) shall, ensure that:
5.1.1. the site or sites owned or controlled by Influencer or the blog site or sites, as applicable (“Site”) on which the Content will be placed complies with the following requirements:
5.1.1.1. to the extent within Influencer’s control, no Content is placed or attempted to be placed adjacent to editorial containing and/or relating to violence, sex, profanity, racism, sexism, religion, gambling, pornography, abortion, hate speech, extreme political views and fake news or any other highly explosive subject matter; provided, however, that sexual content shall not be in violation of this subsection where provided in an educational and/or informational context; and
5.1.1.2. Influencer shall not display or permit the display of Content on any Site, or otherwise in any manner associate the Advertiser or Content with any website, person or entity (or content related thereto), that is in the business of copying, distributing, or publishing, or facilitating or enabling the copying, distribution or publication of material without authorisation from the applicable copyright holders, including but not limited to peer-to-peer sharing sites and sites containing pirated content.
5.2. In the event of a breach by Influencer of clause 5.1 above, GOAT shall notify Influencer that specific Content is in breach of clause 5.1, thereafter Influencer will use all reasonable efforts to correct such breach as soon as possible, and in any event, Influencer shall ensure that such breach is corrected within a maximum of three hours of notification by GOAT.
6. FRAUDULENT TRAFFIC
6.1. “Fraudulent Traffic” means generating, presenting or using data that relates to anything other than a natural person viewing content on Influencer’s social media sites, blogs or digital properties in the normal course of using any device. Fraudulent traffic includes any or all of the following: a natural person engaged for the purpose of viewing Content; non-human visitors to Influencer’s social media sites, blogs or digital properties; fake or fraudulent followers on social media; displays not discernible by a human being; and any fraudulent engagement such as fraudulent likes, shares, reactions, or comments on social media.
6.2. Influencer will not procure Fraudulent Traffic to social media sites, blogs or digital properties on which Content will be delivered.
7. PAYMENT
7.1. Any fees for Content created by Influencer (“Fees”) will be agreed between the Influencer and GOAT in writing and paid by GOAT or a third party instructed by GOAT.
7.2. Subject to the provisions of this Agreement and to the due performance by Influencer of its material obligations, including but not limited to delivering Campaign Content by the specified date and supplying GOAT with any and all reporting data as requested, GOAT shall pay the Fees to the Influencer in accordance with the Campaign Brief. If no payment terms are specified in the Campaign Brief, GOAT shall pay Supplier within 45 days of receipt of a valid undisputed invoice.
7.3. Payment terms are defined as 45 days from the date of receipt of a valid and undisputed invoice. The processing of an invoice is contingent on the issuing of a Purchase Order from Goat to the supplier. Upon completion of the campaign deliverables and all individual campaign performance data being provided, the supplier will be issued a purchase order after 3 business days, marking the acceptance of the completed work.
7.4. Goat shall not be liable for any payment charges incurred by the Supplier and/or Influencer in connection with the payment of any fees or reimbursement of expenses under this Agreement. Such payment charges may include, but are not limited to, foreign transaction fees, currency conversion fees, cross-border fees, or bank charges imposed by financial institutions or payment processors. The Supplier and/or Influencer shall bear sole responsibility for any such payment charges arising from this Agreement.
7.5. The contract requires that if the supplier is registered in the UK and holds a VAT registration, they reserve the right to apply VAT on top of the specified fee. In the event that the supplier is not registered in the UK, the agreed-upon fee shall encompass any and all applicable sales taxes, including but not limited to VAT, GST, and similar taxes.
7.6. In case withholding tax is applicable GOAT shall be entitled to deduct and withhold, from the amount payable, in accordance with prevailing tax law. Each party shall reasonably cooperate and take all reasonable and lawful steps to try to mitigate or reduce the withholding tax payable under applicable laws, including, wherever reasonably practicable:
7.6.1. implementing invoicing and payment arrangements in such a manner as to mitigate triggering any withholding tax (for example, if applicable, arranging for local-to-local invoicing, rather than cross-border invoicing); and/or considering any relevant applications and procedures (including the provision of tax residency certificates) that may enable the parties (lawfully) to mitigate or reduce the withholding tax being due (e.g. such as under the relevant double tax treaty).
8. WARRANTIES
8.1. Influencer (or in the case of an Influencer Agency it shall procure that any Individual Influencer providing Content) represents and warrants that:
8.1.1. it has the full right, power and authority to enter into each Agreement;
8.1.2. it shall comply with all applicable laws and regulations (including but not limited to Data Protection Law, as defined in clause 10.1 below, any Advertising Guidelines, defined in Schedule 1 below);
8.1.3. the execution of each Agreement and performance of its obligations thereunder does not and will not violate any other agreement to which it is a party;
8.1.4. any Content:
8.1.4.1. shall comply with all applicable laws and Rules;
8.1.4.2. shall be original and shall not infringe the rights of any third party;
8.1.4.3. shall not be defamatory; obscene, indecent or pornographic; violent; liable to incite unlawful discrimination or terrorism; relate to illegal drugs or drug paraphernalia; or relate to the sale of weapons or counterfeit goods;
8.1.4.4. shall not incorporate any Advertiser-related intellectual property or branding such as trade marks, unless such incorporation has been expressly agreed in writing with GOAT (and in which case such incorporation shall be in accordance with any guidelines provided by GOAT or Advertiser to Influencer);
8.1.4.5. shall be in accordance with the standards set out in these Terms and the applicable Campaign Brief, and such standards as are applicable in the relevant industry;
8.1.5. it shall comply with clause 10;
8.1.6. it shall maintain your customary image (including your usual physical appearance and styling) for each personal appearance under the Agreement, except with our prior written consent (not to be unreasonably withheld or delayed);
8.1.7. it is, so far as it is aware, in a state of sufficiently good health to be able to perform its obligations under the Agreement;
8.1.8. it is not the subject of any current or pending legal proceedings, it does not have a criminal record and is not subject to any outstanding criminal investigation; and
8.1.9. it shall not, during the term of the agreement, have any social media accounts with any websites or platforms that are obscene, indecent or pornographic in nature.
8.2. Without prejudice to GOAT’s other rights under the Agreement, in the event that GOAT determines (acting reasonably) that there has been a breach of any of the warranties given in clause 8.1, GOAT may reject any associated Content and/or require re-delivery of the same by Influencer at no additional cost to GOAT.
8.3. GOAT shall be entitled to terminate these Terms immediately upon written notice to the Influencer, in the event that the Influencer commits or engages in serious social misconduct, which may include (without limitation):
8.3.1. being issued with a summons, or charged with a criminal offence, the maximum penalty for which is a fine of or other monetary penalty of £2,000.00 or more, or a term of imprisonment; or
8.3.2. conduct of an immoral, scandalous or illegal nature (including the use of illegal drugs or substances) likely to have an adverse effect on the image of the Influencer, GOAT or the Advertiser; or
8.3.3. any conduct which might reasonably be expected to bring the Influencer’s character or GOAT or the Advertiser into disrepute or ridicule, or which damages or diminishes the reputation of the Influencer, GOAT or the Advertiser.
8.4. Without prejudice to GOAT’s other rights under these Terms, in the event that Influencer engages in conduct set out in clauses 8.3.1, 8.3.2 and/or 8.3.3, GOAT is entitled to:
8.4.1. comment on the conduct of the Influencer, which may include criticizing the Influencer and/or the conduct of the Influencer, in order to protect the reputation of GOAT and the Advertiser. Without limiting the foregoing, upon request from GOAT, the Influencer agrees to participate in any reasonable remedial activities proposed by GOAT to minimise the potential damage to the reputation of the Influencer, GOAT and/or the Advertiser, which, depending on the circumstances, may include (but is not limited to) issuing a formal apology or participating in press conferences to show remorse for the conduct; and
8.4.2. recoup an amount from the Influencer (or withhold an amount of outstanding Fees payable to the Influencer) as determined by GOAT in its reasonable discretion to be commensurate with any financial loss suffered by GOAT and/or the Advertiser as a result of the Influencer’s conduct.
9. INTELLECTUAL PROPERTY
9.1. Unless otherwise agreed between the parties in writing, Influencer:
9.1.1. retains all right, title and interest in and to the Content; and
9.1.2. grants a worldwide, exclusive (excluding Influencer), assignable and sub-licensable licence to GOAT, GOAT Affiliates and relevant Advertiser to use, your Content as described and set out in the Campaign Brief.
9.2. In relation to GOAT Materials:
9.2.1. GOAT or its licensors shall retain ownership of all intellectual property rights in the GOAT Materials (meaning all documents, information, items and materials in any form, owned and/or created by GOAT or its licensors).
9.2.2. GOAT grants the Influencer a limited, revocable, non-exclusive, non-assignable and non-sub-licensable licence to use the GOAT Materials for the duration of the Campaign solely for the purpose of creating the Content pursuant to the Campaign Brief for GOAT and/or the relevant Advertiser in the relevant territory.
9.3. In relation to Advertiser Materials:
9.3.1. The Advertiser shall retain ownership of all intellectual property rights in the Advertiser Materials (meaning all documents, information, items and materials in any form provided by the Advertiser (or by any third party at the direction of the Advertiser) in connection with the Campaign Brief).
9.3.2. GOAT shall procure the grant to the Influencer a limited, revocable, non-exclusive, non-assignable and non-sub-licensable licence to use the Advertiser Materials for the duration of the Campaign solely for the purpose of creating the Content pursuant to the Campaign Brief for GOAT and/or the relevant Advertiser in the relevant territory.
10. DATA PROTECTION
10.1. In these Terms: “Data Protection Law” means any and all applicable data protection law and/or regulation on the collection, processing and/or storing of Personal Data;
“Data Subject” means an individual who is the subject of Personal Data; “Personal Data” means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person; and
“processing”, “processes” and “process” means either any activity that involves the use of Personal Data or as Data Protection Law may otherwise define processing, processes or process. It includes any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction. Processing also includes transferring Personal Data to third parties; and
“controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of personal data; any other data protection terms used but not defined in this Agreement shall have the meanings given to them in applicable data protection law.
10.2. For the purposes of fulfilling its role under these terms, business administration and compliance with applicable laws or otherwise to the extent permitted by law, Goat may collect, process and store your personal data which may include the disclosure and transfer of that personal data (including sensitive data and/or special categories of personal data) both within and outside the European Economic Area, to third parties as may be reasonably necessary for the legitimate interest of effectively running Goat’s business or for performance of a contract or, where applicable, in the case of sensitive or special category data, with your consent or to protect your vital interests or to monitor diversity, including but not limited to, (contracting with other influencers, paying influencers, making arrangements for travel and accommodation, insurance and related activities), or to whom the Goat is legally required to disclose or transfer such personal data.
10.3. Goat will take reasonable steps to prevent unauthorized access to your personal data in accordance with the data protection principles of the GDPR. For further information on our processing of personal data, please refer to our privacy policy (https://goatagency.com/privacy/).
10.4. Influencer, and where Influencer is an Influencer Agency it shall procure that each Individual Influencer, when delivering Content pursuant to a Campaign Brief or uploading Content to the GOAT platform, shall comply with its obligations under Data Protection Law.
10.5. Where Influencer processes Personal Data as a result of, or in connection with, the provision of Content under the Agreement, Influencer expressly acknowledges that such Personal Data (“Relevant Personal Data”) is and remains GOAT, GOAT Affiliates, and/or Advertiser’s property as notified to the Influencer.
10.6. Influencer further acknowledges and agrees that Relevant Personal Data shall not be processed by it other than as provided under the Agreement.
10.7. Influencer undertakes to comply with the following commitments:
10.7.1. to only process Relevant Personal Data in accordance with GOAT’s written instructions. Such instructions are those set out in the Agreement or the relevant Campaign Brief, as may be supplemented in writing by GOAT from time to time;
10.7.2. to prohibit the use of Relevant Personal Data for Influencer’s own purposes, including marketing purposes;
10.7.3. to prohibit disclosure, access or any other type of processing of Relevant Personal Data by third parties, unless the same has been agreed in writing with GOAT;
10.7.4. to keep Relevant Personal Data segregated from Influencer’s own data and those of Influencer’s other customers or suppliers;
10.7.5. to implement any appropriate technical architecture in order to ensure the effectiveness of Data Subjects’ right to access, modify and, as the case may be, delete their Personal Data and only take any such actions upon GOAT’s instructions;
10.7.6. to comply with: (i) GOAT’s and/or Advertiser’s data retention instructions and erase or archive Relevant Personal Data accordingly; and (ii) any other specific obligations which may apply upon termination of the Agreement;
10.7.7. to ensure compliance with industry best practices and recommendations that have been, or may be, issued in relation to the parties’ respective business field; and
10.7.8. to take any appropriate technical and organizational measures to ensure the security and the confidentiality and safeguarding of Relevant Personal Data against unlawful disclosure or unauthorized processing or accidental loss, alteration, destruction of, or damage to Relevant Personal Data.
11. EXCLUSIVITY AND NON-SOLICITATION
11.1. Influencer shall not use the Content, and shall procure that the Content is not used, for any purpose other than in fulfilment of its obligations under the relevant Campaign Brief, and in particular shall not use Content produced in respect of a particular Advertiser (and shall procure that such Content is not used) for the benefit of any other advertiser (regardless of whether such advertiser is a client of GOAT).
11.2. Unless otherwise agreed in the Campaign Brief, Influencer shall not, or where Influencer is an Influencer Agency it shall procure that the Individual Influencer(s) shall not, publish, post or upload any Content on behalf of a competitor of any Advertiser that is the subject of a live Campaign Brief or any Campaign Brief completed within the preceding two weeks of the Campaign Content being published and for one month post Campaign Content being published unless specified on Campaign Brief.
11.3. Influencer, or where Influencer is an Influencer Agency it shall procure that the Individual Influencer(s) shall not, shall not (a) produce Content for; (b) accept sponsorship from; or (c) otherwise work with, any Advertiser to whom it was introduced by GOAT or through GOAT pursuant to the Agreement, for the term of the Agreement and for a period of one year thereafter, other than in accordance with a Campaign Brief.
12. FORCE MAJEURE
Neither party will be liable for delay or default in the performance of its obligations under an Agreement if such delay or default is caused by conditions beyond its reasonable control, including but not limited to, fire, flood, accident, earthquakes and acts of God (“Force Majeure Event”), subject to the remainder of this clause. In the event that Influencer suffers such a Force Majeure Event, Influencer shall make reasonable efforts within five business days to recommend a substitute transmission for the Content. To the extent that a Force Majeure Event has continued for five business days, the party not subject to the Force Majeure Event may cancel the Campaign Brief without penalty.
13. CONFIDENTIALITY AND PRIVACY
13.1. Any information marked as confidential or which under the circumstances surrounding the disclosure would be reasonably deemed confidential or proprietary and proprietary data provided by one party shall be deemed “Confidential Information” of the disclosing party. Subject only to clause 13.2 below, Confidential Information shall not be released by the receiving party to anyone except an employee, or agent who has a need to know the same, and who is bound by confidentiality obligations at least as onerous as those set out in this clause 13. Neither party will use any portion of the other party’s Confidential Information for any purpose other than those provided for under an Agreement.
13.2. The provisions of clause 13.1 shall not apply to the whole or any part of any Confidential Information that can be shown by the receiving party to be: (a) disclosed as a requirement of law; (b) known to the receiving party prior to the date of acceptance of these Terms otherwise than as a result of being obtained directly or indirectly from the party disclosing such Confidential Information; (c) obtained from a third party who lawfully possessed such Confidential Information and which has not been obtained in a breach of a duty of confidence owed to the disclosing party by any reason; or (d) in the public domain in the form in which it is possessed by the disclosing party other than as a result of a breach of a duty of confidence owed to the disclosing party by any person.
13.3. Influencer and GOAT will not use the other’s trade name, trademarks, or logos in a public announcement (including, but not limited to, through any press release) regarding the existence or content of an Agreement without the other’s prior written approval.
14. INDEMNITY AND LIMITATION OF LIABILITY
14.1. Influencer agrees to defend, indemnify and hold harmless GOAT, GOAT Affiliates, and its and their officers, employees, agents and the relevant Advertiser(s) from any and all damages, liabilities, costs and expenses (including reasonable legal fees) incurred or suffered, as a result of, arising out of, or in relation to:
14.1.1. a third-party claim for any breach by Influencer of these Terms or the terms of a Campaign Brief;
14.1.2. any Content; or
14.1.3. any breach of, or failure to adhere to, the Rules.
14.2. Except for liability arising under clause 14.1, or any other liability which cannot by law be limited or excluded, in no event will either party, GOAT Affiliates or Influencer affiliates be liable for any indirect or consequential losses whatsoever (including, without limitation, for loss of profits or revenue, business interruption and/or loss of data) incurred by the other party arising out of or in connection with an Agreement, even if such party has been advised of the possibility of such loss.
15. MISCELLANEOUS
15.1. Influencer shall not use other third parties to perform hereunder without the prior written consent of GOAT. In the event that GOAT approves Influencer’s use of third party, Influencer shall contract with such entity as principal (not as an agent) and shall be fully liable for its performance and for all payments to such entity. Influencer, at GOAT’s reasonable request, do all acts and execute and deliver all further documents as GOAT may require in order to have the full benefit of this Agreement, including to confirm, protect, enjoy and/or enforce the rights, consents and waivers expressed to be granted to GOAT or the Advertiser under it.
15.2. Neither GOAT nor Influencer may resell, assign or transfer any of its rights or obligations under an Agreement without the prior written consent of the other party. All terms and provisions of an Agreement will be binding upon and benefit the parties hereto and their respective permitted transferees, successors and assignees.
15.3. GOAT and Influencer will comply at all times with all applicable laws, regulations and codes which are relevant to the performance of their respective obligations.
15.4. Each Agreement constitutes the entire agreement of its parties with respect to its subject matter and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to the subject matter of the Campaign Brief. The parties agree that the relevant Advertiser may in its own right enforce clauses 8.1 and 14.1 of this Agreement against Influencer.
15.5. Clauses 9, 10, 13, 14, 15 and all warranties and indemnities shall survive termination or expiry of an Agreement. In addition, upon termination or expiry of an Agreement, each party shall promptly return or destroy the other party’s Confidential Information.
15.6. Each Agreement shall be governed by and construed in accordance with the laws of England and Wales. Influencer and GOAT (on behalf of itself and not Advertiser) agree that the courts of England and Wales shall have exclusive jurisdiction over any claims, legal proceeding or litigation (including of a non-contractual nature) arising in connection with an Agreement.
SCHEDULE 1 INFLUENCER AND BLOGGER RULES
Where Influencer is an Individual Influencer it shall, and where Influencer is an Influencer Agency it shall procure that any Individual Influencer delivering Content pursuant to a Campaign Brief shall, comply with the rules set out below. In these Rules, “you” and “your” is a reference to the relevant Influencer, and “us” is a reference to GOAT.
Submitting a Content Proposal
- Read the Campaign Brief and create an original piece of Content that follows the brief and complies with the Content Rules set out below.
- Submit the Content to GOAT in the format instructed by GOAT on or before the Campaign Submission Deadline. Please do not post it to your social media account or publish it anywhere else online unless you receive confirmation from us that you should do so. Content posted without our approval will not qualify for the Campaign and GOAT will not pay for it. We shall have the right of final approval of all Content.
Submitting a Content Proposal
- We will review all Content submitted with the Advertiser and select the Content that we want to include in the Campaign. Unless we’ve agreed otherwise in writing in advance, GOAT and the Advertiser have final approval rights over all Content. You must send us the Content for review as soon as it is ready, and at least five (5) business days before the planned publication date. If we tell you something needs to be changed, you need to make those changes immediately.
- We will contact you and confirm that we wish to license your Content for the Campaign on the terms of this document and also confirm to you the Campaign Go Live Date.
Content Rules
- Any Content must be created by you specifically in accordance with any requirements (including technical format) specified in the relevant Campaign Brief.
- If any other person is visible in your Content, or your Content includes any creative work that belongs to someone else, then you must: (a) explain to them what it will be used for and have their written permission to submit the Content to us and; (b) have their written permission to give GOAT and the Advertiser the licence described in the Campaign Brief.
- If your Content includes any creative work that belongs to someone else you will also need permission from them to include it in the Content to be licensed to GOAT and the Advertiser. You will be fully responsible for any compensation that such a person seeks for use of their work and if any such person makes a claim against GOAT or the Advertiser you will be responsible for the amounts claimed by them.
- You will co-operate with us (at our reasonable expense) if we decide to obtain insurance in relation to you in connection with the Services.
- The Content must comply with the rules of GOAT and of any applicable social media platform.
- The Content must comply with all applicable industry/sector rules, codes, guidelines, and laws, including, in the United Kingdom, the Committee of Advertising Practice advertising codes (“CAP Code”), rulings and guidance issued by the Advertising Standards Authority (“ASA”), and any consumer protection laws enforced by the Competition and Markets Authority (“CMA”), or equivalent rules, codes, guidelines and laws in other jurisdictions (collectively “Advertising Guidelines”).
Publication Rules
- Do not publish your Content in advance of the confirmed Campaign “go live” date.
- All Content should remain on the specified platform for a minimum of 12 months unless otherwise agreed in the Campaign Brief.
- Do not publish the Content in any location other than as expressly requested by us.
- When publishing your Content please mark it clearly with one of the following: #advert “#advertisementfeature”, or “#ad” or “#adfeature”, or “#advertorial” and make use of any platform-specific declaration tools.
- Do not publish the Content near to other content which undermines the Campaign or is otherwise derogatory to the Advertiser or otherwise in a manner which is derogatory.
- If we ask you to take your Content down for any reason you must do so as soon as reasonably practicable and in any event within twenty four (24) hours of receiving our request.
- Do not publish the Content in violation of Advertising Guidelines.
- Comply with all terms and conditions of the third-party platforms, to which the Content will be shared.
About You
By accepting the Terms, you confirm that:
- If you are an individual, you are 18 years or older. and not more than [25%] of your social media following is in the under 18 years of age demographic;
- You, your spouse or civil partner, any other person with whom you live as partner in an enduring family relationship, your children or step-children, the children or step-children of the person with whom you live as partner who live with you and are under the age of 18, and your parents (together “your Family”) are not an employee of GOAT.
- If you or your Family are an employee of any Advertiser that is the subject of an IO, you will immediately notify GOAT.
- You will inform GOAT, before you perform the services, if you have any relationship with an employee of GOAT.
- You confirm that you have not been included in a list of persons upon which a government or other regulatory body has imposed financial or other sanctions.
- You have a social media account or blog that will be used for the relevant Campaign(s).
- You have not breached the rules of your social media account(s).
- You will comply with the WPP Code of Conduct located at WPP Code of Business Conduct