Haarty Hanks and the client specified in the attached Term Sheet believe in following industry best practices, including full, fair, and effective disclosures of material facts relating to your relationship with the Client in accordance with the Competition and Markets Authority (CMA) Guides Concerning Endorsements and Testimonials in Advertising (“CMA Guides”). As such, we require that all collaborators adhere to the guidelines set forth below and in Haarty Hanks’ Collaborator Terms and Conditions when publishing content on any Social Media channels about the Client or the Client’s products or services.
Respect Intellectual Property Rights
Intellectual Property is the group of legal rights to works that people create or invent. Intellectual property rights typically include copyright, trademark, and trade secret rights, as well as the right to use someone’s name, likeness, image, or voice. Examples include photographs, videos, music (including song lyrics), trademarks/logos (e.g. Nike), brand names or brand packaging (e.g. Coca-Cola, McDonald’s), personal names/likenesses (including celebrities’ names/likenesses), quotes and writings. You should never post or share any content including these elements without obtaining written permission to do so from the third party who owns the rights, as this would constitute a violation or infringement of their intellectual property.
This Means:
- You should not post or share any works that You do not own or have a proper license to use or have not been authorised by Client for usage.
- You should obtain permission from any third parties featured in photos and other content that You post – for example, a signed release, waiver, or other form of written permission from those third parties – even if You took the photo yourself, know the individuals involved and/or obtained verbal consent.
- If You are unsure about a work, particularly in instances where a work includes a third-party’s trademark/logo (e.g. a Coke can or Louis Vuitton bag), or music, film or television clips, or a celebrity’s name, photo or image, You should check with the Client before using the work. A good rule of thumb is, if in doubt, do not post it.
Disclose Your Connection to Client
As set forth in the Terms, when blogging or posting about the Client or Client’s products or services, You must clearly disclose your “material connections” with the Client, (i.e. the fact that your post is “sponsored by Client”) and include any hashtags requested by Haarty Hanks or the Client (such as #ad or #sponsored). “Material connections” may be defined as any connection between an Influencer and a marketer that could affect the credibility consumers give to that Influencer’s statements. Important examples of “material connections” include consideration (i.e., benefits or incentives such as monetary compensation, loaner products, free products or services, in-kind gifts, or special access privileges) provided by a marketer to You. Note that while Haarty Hanks and/or Client may provide recommendations and options for disclosures, neither Haarty Hanks nor Client will be responsible for any failure by You to comply with the CMA Guides or any failure by You to obtain all third party clearances and permissions with respect to content You post.
Maintain Clear and Prominent Disclosure
The above disclosure should be made in close proximity to any statements that You make about the Client or Client’s products. This disclosure should be clear and prominent enough for consumers to view it when they are reading your posts. This means that the disclosure should not be buried behind links or in terms and conditions (or in similar documents). In addition, the consumer should not be required to click on, scroll down or mouse over a link to view the disclosure. Please note that this disclosure is required regardless of any space limitations of the medium (e.g., Twitter), where the disclosure can be made via hashtags, such as #sponsored, #paid or #ad (preferably at the beginning of the tweet).
Give Your Honest and Truthful Opinions
Your statements should always reflect your honest and truthful opinions and actual experiences. If a statement is not your opinion, but rather something that Client has asked You to say, this fact should be made clear to readers.
Only Make Factual Statements That Are Truthful and Can Be Verified
Only make a factual statement about the Client or Client’s product/service’s characteristics or quality which You know for certain is true and can be verified. For example, do not make statements about the performance of a product unless You have support for such claims. Remember that even if You do not expressly state a fact, it may be implied, and these Guidelines apply to both express and implied messages.
Do Not Send E-mail Messages on Client’s Behalf Unless Expressly Requested To Do So
Unless expressly requested to do so by the Client, You are not permitted to send any e-mails on Client’s behalf, nor will Client provide You any compensation if You send any emails on its behalf.
Comply with other policies and laws
You should comply with the terms, conditions, guidelines, and policies of any service that You use and all applicable laws. For instance, if a service says it may not be used for commercial purposes, then You should not promote the Client or Client’s products or services on such a site.
Protect Your Personal Information
Protect your privacy by keeping in mind that your posts are public. Do not share personal or sensitive information about You or your family that You may not want to make available to the public.
Respect Others’ Privacy
Do not include personal information about any third party that has not been voluntarily made available by them for You to share in your posts. This includes any information that may make it possible for someone to reasonably identify another person.
These Collaborator Terms and Conditions
are entered into by and between Haarty Hanks Limited (“Haarty Hanks”), on behalf of its client named on the term sheet signed by the parties (“Client”), and the individual specified in the applicable Term Sheet executed by the parties (“Collaborator”), with regard to Collaborator’s performance of spokesperson, influencer, public relations, and social media services for the Client effective as of the date of the Term Sheet (the “Effective Date”).
In exchange for certain compensation, products and/or experiences, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Haarty Hanks engages Collaborator to perform, and Collaborator agrees to perform, the services specified on one or more Term Sheets entered into by Collaborator and Haarty Hanks (the “Services”) for the fees and compensation set forth in the Term Sheet. Except as otherwise expressly provided herein, Collaborator will perform the Services at its own expense and using its own resources and equipment.
In exchange for certain compensation, products and/or experiences, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Haarty Hanks engages Collaborator to perform, and Collaborator agrees to perform, the services specified on one or more Term Sheets entered into by Collaborator and Haarty Hanks (the “Services”) for the fees and compensation set forth in the Term Sheet. Except as otherwise expressly provided herein, Collaborator will perform the Services at its own expense and using its own resources and equipment.
- Work Product. Collaborator shall perform the Services and develop any work product hereunder for Haarty Hanks as a “work made for hire” according to U.K. Copyright law, and such work product, including all copyrights, trademarks and other intellectual property rights embodied therein (collectively, the “Work Product”) shall be owned exclusively by Haarty Hanks. In the event any portion of the Work Product is not considered “work made for hire” or as otherwise necessary to ensure full ownership of the Work Product by Haarty Hanks, Collaborator hereby assigns to Haarty Hanks all right, title, and interest in and to such Work Product. Influencer will sign any additional documents that may be reasonably necessary to affect such assignment.
- Intellectual Property Rights. No license or other right of any kind is granted by Haarty Hanks or Client to Collaborator, except as expressly provided in these Terms. Collaborator shall not use Haarty Hanks’ or Client’s copyrights, trademarks, trade names, or other intellectual property in any way except to the limited extent as may be expressly agreed in the Term Sheet.
- Collaborator’s Content and Attributes. For the Services which Collaborator is providing under these Terms and without limiting Haarty Hanks’ ownership of the Work Product as specified above, Collaborator gives Haarty Hanks and Client the irrevocable, sublicensable, worldwide right and permission to use any Work Product or other video, photo, written or verbal content Collaborator shares or provides related to the Services (collectively, “Client-Related Content”) in any manner, in whole or in part, and for any purpose in any and all media, including and without limitation, on Haarty Hanks and/or Client owned or controlled websites and platforms, social media, any advertising materials, publications, marketing materials, and/or presentations, and in any and all other media, in perpetuity. Any statements, posts and/or feedback that Collaborator provides may be paraphrased, amplified, shortened and/or put into conversational form. Collaborator further agrees that Haarty Hanks and/or Client may contact (including by means of messages on public social media platforms) Collaborator about any Client-Related Content.
Collaborator acknowledges that participation in the Services means Haarty Hanks and the Client can use Collaborator’s Client-Related Content and include Collaborator’s name/likeness/social media handle or channel/blog name and any other Collaborator attributes in any manner that Haarty Hanks and/or Client determine supports the purposes of these Terms, including use in any media which accepts advertising or promotional content or communications (such as, but not limited to, digital, print, television or radio).
Collaborator agrees that Collaborator will not hold Haarty Hanks or Client, or their respective licensees, responsible for any liability resulting from their use of Collaborator’s Client-Related Content in accordance with the terms hereof. Haarty Hanks and Client shall not be liable for any indirect, consequential, exemplary damages (including but not limited to lost profits) and the combined, aggregate liability of Haarty Hanks and Client hereunder shall not exceed the fees payable to Collaborator under the Term Sheet.
Collaborator represents and warrants that: (i) Collaborator has the right to assign the Work Product to Haarty Hanks as set forth in Section 2; (ii) the Work Product and other Client-Related Content will be original and will not infringe upon any copyright, patent, trademark, right of publicity or privacy, or any other proprietary or other right of any person, whether contractual, statutory or common law; (iii) the Services rendered by Collaborator shall be promptly rendered with due care and shall be of first rate quality; (iv) Collaborator shall not, during the term of these Terms, render any services of any kind directly or indirectly for any company competitive with Haarty Hanks or Client or conduct or participate in any program, promotion or other project that would detract from the Services Collaborator is providing hereunder; (v) Collaborator will not commit any act which brings Haarty Hanks or Client into public disrepute, contempt, scandal, or ridicule, or which insults or offends the general community to which Haarty Hanks ‘advertising materials are directed, or which might tend to harm Haarty Hanks or any of Haarty Hanks’ or Client’s products or services including, without limitation, disparaging Haarty Hanks, Client, their products or services, or their competitors; (vi) Competitor’s statements, posts and feedback are true and accurately reflect collaborator’s honest opinion and experience with Haarty Hanks, Client, and their competitors’ products and/or services to the extent applicable, (vii) Collaborator agrees that time is of the essence in connection with these Terms and all deadlines provided by Collaborator, and (vii) Collaborator will comply with all applicable national, regional and local laws, regulations, administrative guidelines, orders and ordinances, including without limitation, all privacy and data security laws and the terms and conditions of all applicable third party web sites, platforms or applications, including by making disclosures in accordance with the CMA Guides as further detailed in 3(b) below, in rendering the Services herein.
Further, Haarty Hanks and its licensors retain all ownership rights in their proprietary platforms, software, websites and technology, including any updates, enhancements, modifications thereto or any back-end technology associated therewith (“Haarty Hanks Platforms”). Collaborator agrees not to: (i) copy, rent, lease, sell, distribute, or create derivative works based on the Haarty Hanks Platforms in whole or in part, by any means, except as expressly authorized in writing byHaarty Hanks; (ii) use any Haarty Hanks trademarks without prior written permission; (iii) use or launch any automated system, including, “robots,” “spiders,” or “offline readers,” to send messages to the Haarty Hanks Platforms or systems; (ii) use the Haarty Hanks Platforms in any manner that damages, disables, overburdens, or impairs any of Haarty Hanks’ websites or interferes with any other party’s use of the Haarty Hanks Platforms; (iii) attempt to gain unauthorized access (or exceed any authorized access) to Haarty Hanks Platforms; (iv) access the Haarty Hanks Platforms other than through the Haarty Hanks interface; or (v) use the Haarty Hanks Platforms for any purpose or in any manner that is unlawful or prohibited by these Terms. Haarty Hanks hereby grants Influencer a limited, non-exclusive, non-transferable license to access and use the Haarty Hanks Platforms solely as necessary in connection with the provision of Services hereunder.
Except as otherwise set forth herein, to the extent permitted by law, the haarty hanks platforms are provided “as is” without warranty or condition of any kind. Except as otherwise set forth herein, haarty hanks disclaims all warranties and conditions of any kind with regard to the haarty hanks platforms including all implied warranties or conditions of merchantability, fitness for a particular purpose, title and non-infringement.
Haarty Hanks believes in full transparency and in full, fair and effective disclosures of material facts relating to the Collaborator’s relationship with Haarty Hanks. Because Collaborator has a relationship with Haarty Hanks as an Influencer, in accordance with CMA Endorsement and Testimonial Guidelines (“CMA Guides”), the Collaborator will include a disclaimer with all Client-Related Content Influencer shares publicly, stating that Collaborator has a material connection to the Client and was compensated or otherwise incentivized to post the Client-Related Content. Haarty Hanks and Client reserve the right to specify the form and content of such disclaimers.
Notwithstanding the termination provisions set forth in Section 7, Haarty Hanks reserves the right to immediately terminate these Terms if Collaborator fails to make social media or other disclosures in the manner set forth in the CMA Guides and/or as instructed by Haarty Hanks, which failure shall be deemed a material breach of the Terms that is not capable of cure. Haarty Hanks and Client shall have the right to inspect and/or approve the topics and content of blogs and/or social media posts and other Client-Related Content prior to posting by Collaborator and to request revisions if such materials are not approved, such request to be made to Collaborator within two (2) business days of Collaborator’s submission of such materials. Collaborator agrees to submit revised materials within two (2) day(s) of receiving a request for revision from Haarty Hanks.
- Collaborator agrees to defend, indemnify and hold harmless Haarty Hanks, Client and their respective officers, directors, employees, business partners and agents, from and against any and all third party claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) Collaborator’s breach of any of its representations and/or warranties hereunder, (ii) the authorized use of the Work Product and other Client-Related Content or exercise of the rights granted hereunder, (iii) Collaborator’s use of third party products or content in performing the Services; and (iv) Collaborator’s negligence or wilful misconduct.
- Collaborator hereby agrees, for himself/herself, his/her heirs, executors and administrators, to release, waive, discharge, absolve, agree to hold harmless, and covenants not to sue, Haarty Hanks, Client and their respective agents, employees, officers, directors, successors and assigns (collectively, “Released Parties”), from and/or in relation to any and all liability, loss, harm, damage, injury, cost or expense whatsoever which Collaborator, his/her heirs, executors, administrators and assigns had, now have or hereafter may have, by reason of any matter connected in any way with the Released Parties’ exercise of their express or implied rights hereunder, including but not limited to the right to use Collaborator’s name, voice or likeness, it being understood that the Release Parties shall be free to use Collaborator’s name, voice and likeness in any manner in connection with the Client-Related Content or otherwise in support of the purposes of these Terms.
- Collaborator warrants that Collaborator is at least 18 years of age, will adhere to CMA Guides and has the right to contract in Collaborator’s own name.
Collaborator’s relationship with Haarty Hanks is that of an independent contractor, and nothing in these Terms is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship. Collaborator will not be entitled to any of the benefits that Haarty Hanks may make available to its employees. Collaborator is not authorized to make any representation, contract, or commitment on behalf of Haarty Hanks or Client unless specifically requested or authorised in writing to do so by an authorised officer of Haarty Hanks or Client, as applicable, or both. Collaborator is solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any national or other diminutive tax authority with respect to the performance of the Services and receipt of fees under these Terms and will hold Haarty Hanks and Client harmless from and against any tax liability associated with fees hereunder. No part of Collaborator’s compensation will be subject to withholding by Haarty Hanks for the payment of any National Insurance, social security, federal, state, or any other employee payroll taxes. (what other kinds of taxes do UK residents pay)
Unless authorised by Haarty Hanks, Collaborator agrees to hold all Confidential Information in strict confidence, not to disclose Confidential Information to any third parties, and to use Confidential Information solely for the purpose of fulfilling its obligations under these Terms. “Confidential Information” shall mean all information, excluding information available from the public domain, disclosed by Haarty Hanks or Client to Collaborator related to these Terms or the current, future, and proposed business, products, and services of Haarty Hanks or Client.
Collaborator is not subject to, and will not accept, and within the 12 months prior to the Effective Date has not performed, any obligation that is inconsistent or incompatible with Collaborator’s obligations under these Terms, including any obligation to perform services for any company whose goods and services compete with those of the Client. Further, Collaborator acknowledges and agrees that Haarty Hanks’ relationships with its customers, including Client and other brands, agencies and entities that use Haarty Hanks’ services (“Customers”) are of great value to Haarty Hanks. Accordingly, Haarty Hanks agrees that during the term of this Agreement and for one (1) year thereafter, Collaborator will not directly or indirectly solicit or engage any Customer to purchase services similar to those provided by Haarty Hanks, other than through Haarty Hanks.
- Term. The initial term of these Terms shall commence on the Effective Date and continue in full force and effect until terminated as set forth herein or until completion of all Services specified in the Term Sheet, whichever is sooner.
- Termination. Haarty Hanks may terminate these Terms and/or the Services under any Term Sheet: (i) immediately in the event of a material breach by Collaborator or (ii) for convenience at any time. Collaborator must return any materials supplied under these Terms upon termination.
- Survival. The rights and obligations contained in Sections 2 (“Intellectual Property Rights”), 3 (“Representations and Warranties”), 5 (“Confidential Information”), 7(c) (“Survival”), and 8 (“Miscellaneous”) will survive any termination or expiration of these Terms.
Collaborator will not be entitled to, and hereby waives any right to seek, injunctive relief to enforce the provisions of these Terms, and Collaborator’s sole remedy for any breach by Haarty Hanks shall be to recover monetary damages, if any, subject to the terms and conditions herein.
The Collaborator may not subcontract or otherwise delegate Collaborator’s obligations under these Terms without Haarty Hanks’ prior written consent. Subject to the foregoing, these Terms shall benefit and bind the parties’ successors and permitted assigns. These Terms shall be governed in all respects by the laws of the city of London and Collaborator agrees that unless otherwise indicated by Haarty Hanks any action arising from or relating to these Terms shall be brought exclusively in a qualified court located in London, United Kingdom. Should any provisions of these Terms be held by a court of law to be illegal, invalid, or unenforceable, the legality, validity, and enforceability of the remaining provisions of these Terms shall not be affected or impaired thereby. The waiver, by either party of a breach of any provision of these Terms by the other party, shall not operate or be construed as a waiver of any other or subsequent breach by the other party. These Terms (including the applicable Term Sheet) constitute the entire agreement between the parties relating to this subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. These Terms may only be changed by mutual agreement of authorised representatives of the parties in writing.
© 2020 Haarty Hanks. All Rights
Reserved.
