GROUPM INCA Influencer Terms and Conditions

BACKGROUND:

A. Influencer, being (a) an individual influencer on social media platforms and/or with a blog site (“IndividualInfluencer”), or (b) an organisation that manages the Influencers (“Influencer Agency”), has registered with GroupM’s influence, content and amplification solution (“INCA”).Influencer acknowledges that INCA 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 GroupM, GroupM Affiliates and their clients (“Advertisers”). The Content will be submitted to INCA, 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 theCampaign Brief (defined below).

IT IS AGREED THAT:

1. SCOPE AND DURATION
1.1. These GroupM INCA 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 GroupM or GroupM 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 GroupM 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. GroupM may submit Campaign Briefs to Influencer under which Influencer will deliver Content for the benefit of GroupM, its Affiliates, and the relevant Advertiser(s) for which the Content was created. The Campaign Brief and these Terms will be binding if Influencer makes a submission of Content that is accepted by GroupM or GroupM Affiliates.
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 INCA, 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 2 (the “Rules”)and, where applicable, the Site Requirements attached hereto at Schedule 1 (the “Requirements”)) 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.

4. CANCELLATION AND TERMINATION
4.1. GroupM 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 GroupM, or a third party instructed by GroupM, 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 GroupM and such cancellation is not a result of the Influencer’s fault.
4.2. GroupM 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, GroupM shall procure Advertiser to provide feedback within in 7 days from when Content is received, GroupM 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 GroupM, 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 (as defined in clause 6.1 below) on which the Content will be placed complies with the Requirements;
5.1.2. 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
5.1.3. 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, GroupM 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 GroupM.

6. TAGS AND DATA COLLECTION
6.1. This clause 6 only applies where Influencer has a blog or other website, and “Site” shall mean the site or sites owned or controlled by Influencer or the blog site or sites, as applicable.
6.2. Unless otherwise agreed, the Site must accept rich media tags, third party tags or cookies for the purpose of Campaign verification and measurement, and data collection ("Tags") and Influencer hereby agrees to accept and fully implement such Tags. GroupM and Advertiser shall have no liability for the effect of Tags on the Site.
6.3. It is Influencer’s responsibility to ensure that its Site, including mobile optimised sites and mobile applications, contains an adequate privacy policy and disclosures regarding personal data or personally identifiable data, and obtains consent for third party cookies, or other similar technologies, in order to comply with all applicable laws, regulation and regulatory guidelines including Data Protection Law.

7. FRAUDULENT TRAFFIC
7.1 “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.
7.2 Influencer will not procure Fraudulent Traffic to social media sites, blogs or digital properties on which Content will be delivered.

8 PAYMENT
8.1 Any fees for Content created by Influencer (“Fees”)will be agreed between the Influencer and GroupM in writing and paid by GroupM or a third party instructed by GroupM.
8.2 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 GroupM with any and all reporting data as requested, GroupM shall pay the Fees to the Influencer in accordance with the Campaign Brief. If no payment terms are specified in the Campaign Brief, GroupM shall pay Supplier within 60 days of receipt of a valid undisputed invoice.
8.3
8.4 All Fees chargeable under this Agreement are exclusive of any applicable Indirect Taxes (Indirect Taxes include value added tax “VAT”, sales, use, excise, goods and service “GST”, consumption or similar taxes and any gross receipts or privilege taxes for which Influencer has a statutory right to request reimbursement) imposed by applicable law.
8.5 To the extent that any Indirect Taxes are chargeable in respect of any Fees, GroupM shall pay such Indirect Taxes only on provision of a valid tax invoice issued by the Influencer,
8.6 U.S. invoices shall include and list applicable sales, use, excise or other Indirect Taxes which Influencer has a statutory obligation to collect from GroupM as separate line items identifying each separate tax category and taxing authority.
8.7 If an amount of Indirect Tax is charged (or if no Indirect Tax is charged) on an invoice which is subsequently determined to be an incorrect amount, the parties (and their affiliates) will co-operate and make appropriate adjustments to payments and invoices as required by applicable law.
8.8 GroupM shall not be responsible for any Indirect Tax relating to the cost or expense incurred by the Influencer (e.g. clothes purchased by the Influencer for the Content) in creating the Content
8.9 In case withholding tax is applicable GroupM 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:
8.9.1 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).

9 WARRANTIES
9.1 Influencer (or in the case of an Influencer Agency it shall procure that any Individual Influencer providing Content) represents and warrants that:
9.1.1 it has the full right, power and authority to enter into each Agreement;
9.1.2 it shall comply with all applicable laws and regulations (including but not limited to Data Protection Law, as defined in clause 11.1 below, any Advertising Guidelines, defined in Schedule 2 below);
9.1.3 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;
9.1.4 any Content:
9.1.4.1 shall comply with all applicable laws and Rules;
9.1.4.2 shall be original and shall not infringe the rights of any third party;
9.1.4.3 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;
9.1.4.4 shall not incorporate any Advertiser-related intellectual property or branding such as trade marks, unless such incorporation has been expressly agreed in writing with GroupM (and in which case such incorporation shall be in accordance with any guidelines provided by GroupM or Advertiser to Influencer);
9.1.4.5 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;
9.1.5 it shall comply with clause 11;
9.1.6 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);
9.1.7 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;
9.1.8 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
9.1.9 [it has never received nor been recommended treatment for any form of addiction to alcohol, drugs or gambling.]
9.2 Without prejudice to GroupM’s other rights under the Agreement, in the event that GroupM determines (acting reasonably) that there has been a breach of any of the warranties given in clause 9.1, GroupM may reject any associated Content and/or require re-delivery of the same by Influencer at no additional cost to GroupM.
9.3 GroupM 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):
9.3.1 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
9.3.2 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, GroupM or the Advertiser; or
9.3.3 any conduct which might reasonably be expected to bring the Influencer’s character or GroupM or the Advertiser into disrepute or ridicule, or which damages or diminishes the reputation of the Influencer, GroupM or the Advertiser.
9.4 Without prejudice to GroupM’s otherrights under these Terms, in the event that Influencer engages in conduct set out in clauses 9.3.1, 9.3.2 and/or 9.3.3, GroupM is entitled to:
9.4.1 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 GroupM and the Advertiser. Without limiting the foregoing, upon request from GroupM, the Influencer agrees to participate in any reasonable remedial activities proposed by GroupM to minimise the potential damage to the reputation of the Influencer, GroupM 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
9.4.2 recoup an amount from the Influencer (or withhold an amount of outstanding Fees payable to the Influencer) as determined by GroupM in its reasonable discretion to be commensurate with any financial loss suffered by GroupM and/or the Advertiser as a result of the Influencer’s conduct.
9.5

10 INTELLECTUAL PROPERTY
10.1 Unless otherwise agreed between the parties in writing, Influencer:
10.1.1 retains all right, title and interest in and to the Content; and 10.1.2 grants a worldwide, exclusive (excluding Influencer), assignable and sub-licensable licence to GroupM, GroupM Affiliates and relevant Advertiser to use your Content as described and set out in the Campaign Brief.
10.2 In relation to GroupM Materials:
10.2.1 GroupM or its licensors shall retain ownership of all intellectual property rights in the GroupM Materials (meaning all documents, information, items and materials in any form, owned and/or created by GroupM or its licensors).
10.2.2 GroupM grants the Influencer a limited, revocable, non-exclusive, non-assignable and non-sub-licensable licence to use the GroupM Materials for the duration of the Campaign solely for the purpose of creating the Content pursuant to the Campaign Brief for GroupM and/or the relevant Advertiser in the relevant territory.
10.3 In relation to Advertiser Materials:
10.3.1 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).
10.3.2 GroupM 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 GroupM and/or the relevant Advertiser in the relevant territory.

11 DATA PROTECTION
11.1 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.
11.2 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 INCA platform, shall comply with its obligations under Data Protection Law.
11.3 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 GroupM, its Affiliates, and/or Advertiser’s property as notified to the Influencer.
11.4 Influencer further acknowledges and agrees that Relevant Personal Data shall not be processed by it other than as provided under the Agreement.
11.5 Influencer undertakes to comply with the following commitments:
11.5.1 to only process Relevant Personal Data in accordance with GroupM’s written instructions. Such instructions are those set out in the Agreement or the relevant Campaign Brief, as may be supplemented in writing by GroupM from time to time;
11.5.2 to prohibit the use of Relevant Personal Data for Influencer’sown purposes, including marketing purposes;
11.5.3 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 GroupM;
11.5.4 to keep Relevant Personal Data segregated from Influencer’sown data and those of Influencer’s other customers or suppliers;
11.5.5 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 GroupM’s instructions;
11.5.6 to comply with: (i) GroupM’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;
11.5.7 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
11.5.8 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.

12 EXCLUSIVITY AND NON-SOLICITATION
12.1 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 GroupM).
12.1.1 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.
12.2 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 GroupM or through INCA 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.

13 FORCE MAJEURE
13.1 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.

14 CONFIDENTIALITY AND PRIVACY
14.1 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 14.2 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 14. Neither party will use any portion of the other party’s Confidential Information for any purpose other than those provided for under an Agreement.
14.2 The provisions of clause 14.1 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.
14.3 Influencer and GroupM 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.

15 INDEMNITY AND LIMITATION OF LIABILITY
15.1 Influencer agrees to defend, indemnify and hold harmless GroupM, its 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:
15.1.1 a third-party claim for any breach by Influencer of these Terms or the terms of a Campaign Brief;
15.1.2 any Content; or
15.1.3 any breach of, or failure to adhere to, the Rules.
15.2 Except for liability arising under clause 15.1, or any other liability which cannot by law be limited or excluded, in no event will either party or its 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.

16 MISCELLANEOUS
16.1 Influencer shall not use other third parties to perform hereunder without the prior written consent of GroupM. In the event that GroupM 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.
16.2 Neither GroupM 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.
16.3 GroupM and Influencer will comply at all times with all applicable laws, regulations and codes which are relevant to the performance of their respective obligations.
16.4 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 9.1 and 15.1 of this Agreement against Influencer.
16.5 Clauses 10, 11, 144, 155 and 166 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 and remove any Tags.
16.6 Each Agreement shall be governed by and construed in accordance with the laws of England and Wales. Influencer and GroupM (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 SITE REQUIREMENTS (ONLY APPLICABLE WHERE INFLUENCER OWNS A SITE)

Where an Influencer owns any other digital properties:
1. Influencer either owns or reasonably believes that you are entitled to use the content displayed on the Sites.
2. Influencer does not knowingly include in the Site any “virus” or other destructive programming or device that could impair or injure any data, computer system or software and takes reasonable steps to identify and mitigate against the same.
3. Influencer will use all commercially reasonable technology and methodologies to prevent Fraudulent Traffic and detect and report Fraudulent Traffic should it occur.
4. The content of the Site does not:
4.1. violate any applicable laws or regulations, including without limitation those relating to advertising, gambling, competitions, and consumer protection, and any Advertising Guidelines (as defined in Schedule 2 below).
4.2. violate the rights of any person or entity, including without limitation any intellectual property or other proprietary right, any right of privacy, or by being defamatory.
4.3. promote, encourage or incite violence, hatred or discrimination, promote extremist or terrorist views or promote or disseminate so called “fake news” and You shall use best endeavours to ensure the same.
5. Influencer does not promote or facilitate on the Site any activities that are illegal under applicable law or that infringe the rights of any person or entity, including without limitation the pirating of copyright works, or hacking or other unauthorised access to or modification of devices.
6. Influencer shall operate a “notice and takedown” policy in accordance with good industry practice that complies with applicable laws in respect of unlawful activity or information on the Site of which Influencer gains knowledge or awareness. 

 

SCHEDULE 2 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 GroupM.

Submitting a Content Proposal
1. Read the Campaign Brief and create an original piece of Content that follows the brief and complies with the Content Rules set out below.
2. Submit the Content to INCA in the format instructed by INCA 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 the Platform will not pay for it. We shall have the right of final approval of all Content.
3. We will review all Content submitted with the Advertiser and select the Content that we want to include in the Campaign.
4. We will contact you through the Platform 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
1. Any Content must be created by you specifically in accordance with any requirements (including technical format) specified in the relevant Campaign Brief.
2. 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 us, our Affiliates, and the Advertiser the licence described in the Campaign Brief.
3. 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 us, our Affiliates 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 us, our Affiliates or the Advertiser you will be responsible for the amounts claimed by them.
4. The Content must comply with the rules of INCA and of any applicable social media platform.
5. 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
1. Do not publish your Content in advance of the confirmed Campaign “go live” date.
2. All Content should remain on the specified platform for a minimum of 12 months unless otherwise agreed in the Campaign Brief.
3. Do not publish the Content in any location other than as expressly requested by us.
4. When publishing your Content please mark it clearly with one of the following: #advert “#advertisement feature”, or “ “#ad” or “#adfeature”, or “#advertorial”and make use of any platform specific declaration tools.
5. 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.
6. 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.
7. Do not publish the Content in violation the Advertising Guidelines.
8. 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: 

1. If you are an individual, you are 18 years or older.
2. 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 GroupM or our Affiliates.
3. If you or your Family are an employee of any Advertiser that is the subject of an IO, you will immediately notify GroupM.
4. You have a social media account or blog that will be used for the relevant Campaign(s).
5. You have not breached the rules of your social media account(s).