IFRC Call Out To Influencers To Combat The Spread Of Fake News Relating To COVID-19 Campaign Influencer Terms and Conditions

Billion Dollar Boy Limited

These Terms and Conditions shall govern the relationship between Billion Dollar Boy Limited, a company registered in England and Wales with company number 08031315 and registered office at 26-28 Bedford Row, London, England, WC1R 4LP (“BDB”) and the person or entity who signs up via the online portal – accessible at https://www.billiondollarboy.com/ifrc-call-out-to-influencers/ – to receive a bi-weekly newsletter about the IFRC Call Out To Influencers To Combat The Spread Of Fake News Relating To COVID-19 Campaign, with the option of creating and posting digital content (“Digital Content”) to promote the key messaging set out therein (“Influencer”) (each a “Party” and together, the Parties”). 

BACKGROUND

A. BDB provides the following services in connection with digital media: marketing, strategy consultation and execution, content production and distribution, and social media and paid media campaign management to a range of clients. BDB is providing these services pro bono to the International Federation of Red Cross and Red Crescent Societies (“IFRC”), whilst offering Influencer an opportunity to create Digital Content pro bono, to promote the IFRC Call Out To Influencers To Combat The Spread Of Fake News Relating To COVID-19 Campaign (“Campaign”).

B. Influencer is a creative person or entity who has elected to receive a bi-weekly newsletter (“Newsletter”) about the Campaign, and may wish to use the key messaging contained therein to create and publish Digital Content with the aim of promoting the Campaign, pro bono.  

AGREED TERMS

1 DEFINITIONS AND INTERPRETATION 

1.1. In these Terms and Conditions, capitalized terms shall have the meanings ascribed to them below:

BDB Brand: all names, logos, images and trademarks (registered and unregistered) now or hereafter in existence belonging to or in the control of BDB.

BDB Campaign Materials: means all and any marketing information or materials developed by BDB and sent to Influencer via the Newsletter for the purposes of the Campaign.

BDB IP: as set out in Clause 5.1 of these Influencer Standard Terms and Conditions.

Campaign: the promotional activity for the IFRC. 

Campaign Term: the period during which Influencer – if he/she has: a) elected to create and publish Digital Content on his/ her social media account(s) to promote the Campaign and b) had such content approved for publication by BDB according to the approval process set out in Clause 2.7 –  is required to keep the content live on his/ her social media account(s). 

IFRC Brand: all logos, images, trademarks, names, business names or any other names of the IFRC or any of its affiliates.

IFRC Materials: all IFRC data and materials, provided to Influencer by BDB in connection with this Campaign. 

Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.

Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).

Digital Content: all and any material created, produced and published for the Campaign by Influencer.

Delivery Date: the date(s) on which Influencer shall deliver the draft Digital Content to BDB for approval.

Influencer Brand: name, social media handle, image, likeness, voice, performance, or other indicia of Influencer’s identity, and all logos and trademarks (registered or unregistered) now or hereafter in existence, belonging to, or in the control of, Influencer (or Influencer’s authorised representative). 

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.

Platform(s): the social media account(s), website(s) or other digital platform(s) owned or controlled by Influencer set out in the Term Sheet to which the Digital Content shall be published.

Publication Date(s): the date(s) on which Influencer shall publish the Digital Content on the relevant Platform(s). 

Third Party Materials: proprietary third party materials, including, but not limited to, stock photography or stock illustrations. 

UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

1.2. Any statute or statutory provision include references to that statute or statutory provision include references to that statute or statutory provision as from time to time amended, extended or re-enacted and to any rules, orders, regulations and delegated legislation made thereunder. 

1.3. Clause, appendix and paragraph headings shall not affect the interpretation of these Terms and Conditions.

1.4. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.5. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.6. Any words following the terms “including,” “include,” “in particular,” “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.7. References to each party herein include references to its successors in title, assigns and novates. 

1.8. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns.

1.9. A reference to writing or written includes faxes and e-mail.

2. DIGITAL CONTENT CREATION, APPROVAL AND PUBLICATION

2.1. By signing up via the online portal – accessible at https://www.billiondollarboy.com/ifrc-call-out-to-influencers/ – to receive a Newsletter about the IFRC Call Out To Influencers To Combat The Spread Of Fake News Relating To COVID-19 Campaign, Influencer is indicating his/ her agreement to be bound by these Terms and Conditions. 

2.2. Influencer shall receive a Newsletter on a bi-weekly basis setting out one (1) key message and one (1) creative concept to communicate relating to the Campaign every other Friday, starting on Friday 24th April 2020. 

2.3. Influencer may elect to create a piece of Digital Content communicating the key message communicated in the Newsletter, utilising the creative concept communicated therein. 

2.4. In the event Influencer elects to create any Digital Content to promote the Campaign, Influencer must: 

2.4.1. submit the Digital Content to BDB for approval and authentication; 

2.4.2. make any such submission electronically via email at [email protected]m by midday (12:00 BST) on the Monday following receipt of the Newsletter; and

2.4.3. comply with all and any instructions and/ or guidelines provided on the Campaign landing page, accessible at: https://www.billiondollarboy.com/ifrc-call-out-to-influencers/

2.5. No responsibility can be accepted by BDB for submissions not received for whatever reason, technical or otherwise.

2.6. The Digital Content may take the form of a static image or a video, with a minimum duration of  5 seconds. 

2.7. In the event Influencer’s Digital Content is approved and authenticated for publication, Influencer will be notified of such approval and authentication by BDB via email (at the same email address from whence Influencer’s submission was made)  within thirty (30) hours of submission and no later than 18:00 BST on the Tuesday following Influencer’s submission. 

2.7.1 BDB’s email approval will be accompanied by an authenticated version of the Digital Content, digitally stamped with the IFRC logo. 

2.8. Influencer undertakes to post the authenticated version of the Digital Content on the Platform(s) exactly as it has been received from BDB via email, with no further edits or modifications, by 23:00 local time on the Wednesday following BDB’s approval, which – in the event that it is granted – shall be given no later than 18:00 local time on the Tuesday following Influencer’s submission. 

2.9. Following posting of the Digital Content on the Platform(s) by Influencer, Influencer undertakes to keep the Digital Content live on the Platform(s) for a minimum of two (2) months from the date of posting. 

2.10. By participating, Influencer releases BDB, the IFRC and its affiliates, subsidiaries, participating partners, advertising or promotions agencies, employees, officers, agents, directors, and each of their respective affiliated companies, directors, officers, employees, representatives and agents, from any liability whatsoever for any claims, costs, injuries, losses, or damages of any kind arising out of or in connection with this Campaign (including, without limitation, claims, costs, injuries, losses and damages, damage to, loss or destruction of property or privacy, defamation, or portrayal in a false light).  Influencer waives all rights to claim, punitive, incidental, consequential, or any other damages. 

2.11. Save for the IFRC Brand and the IFRC Materials, Influencer shall be the sole originator of all and any materials he/she uses, copies, distributes or otherwise incorporates into the Digital Content.  For the purposes of these Terms and Conditions, such materials include, without limitation, static photos, moving images and music.

2.12. Influencer shall not copy, publish, send or show the Digital Content to someone other than his/her authorized representative(s) or a BDB representative, copy the Digital Content such that someone other than Influencer, his/her authorized representative(s) or a BDB representative can view or access them, or otherwise distribute the Digital Content without the prior written approval of BDB, pursuant to Clause 2.7.

2.13. Influencer shall act and behave in a manner and of a standard that fits with the BDB Brand, the IFRC Brand and industry standards. 

2.14. Influencer shall produce and publish any Digital Content in accordance with all applicable laws, codes and guidance (in the United Kingdom or elsewhere), any BDB policies or guidelines issued to Influencer, and any separate instructions provided to Influencer by an authorized representative of BDB.

2.15. In the event Influencer receives a notification from a Platform administrator with a request for removal of any Digital Content, Influencer shall immediately provide written notice to BDB, along with a copy of the original notification.

2.16. BDB retains the right to require Influencer to takedown or remove the Digital Content for any reason at any time. Influencer shall comply with such request immediately, and provide BDB with written confirmation or screenshot of his having effected the removal or takedown. 

2.17. Influencer acknowledges and agrees that neither BDB nor the IFRC are obliged to use the Digital Content. 

2.18. Influencer confirms that if he/she is the subject of any past, pending or ongoing legal action or criminal or regulatory investigation or if he/she has any criminal convictions (excluding spent convictions), these shall be immediately disclosed to BDB.  Further, should Influencer become the subject to any legal, regulatory and/or criminal action, including but not limited to any arrest without charge, Influencer shall immediately notify BDB. 

3. COMPENSATION

3.1. Influencer agrees and accepts that any production and/ or publication of Digital Content to promote the Campaign is to be undertaken by Influencer entirely pro bono; no remuneration or compensation of any kind shall be due to Influencer. 

4. EDITORIAL CONTROL; ATTRIBUTION

4.1. BDB shall have full and final creative and editorial control over any Digital Content published on the Platform(s) to promote the Campaign.

4.2. Influencer acknowledges that publication of any Digital Content without the prior written approval of BDB, pursuant to Clause 2.7, shall constitute a material breach of these Terms and Conditions.

4.3. Throughout the Campaign Term and thereafter, Influencer shall not alter or amend the Digital Content published on the Platform(s), following BDB’s approval and authentication pursuant to Clause 2.7 and Clause 2.8, unless BDB expressly instructs otherwise in writing. Influencer acknowledges that such alteration or amendment of the Digital Content shall constitute a material breach of these Terms and Conditions. 

5. INTELLECTUAL PROPERTY & GRANT OF RIGHTS

5.1. BDB shall own and control all and any Intellectual Property Rights in the BDB Brand and the BDB Campaign Materials (“BDB IP”). Influencer may use the BDB Brand for the purposes of marketing his/her work, subject to BDB’s prior written consent. Influencer agrees and acknowledges that Influencer’s rights in and to the BDB IP are as set out in these Terms and Conditions and in no event shall ownership of the Intellectual Property Rights in the BDB IP vest in, be transferred to or otherwise licenced to Influencer. 

5.2. Influencer is hereby granted a non-exclusive, royalty-free, non-sublicensable and non-transferable licence during the Campaign Term to use and incorporate into the Digital Content the IFRC Materials and IFRC Brand solely for the purposes of supplying, producing and publishing the Digital Content to promote the Campaign, within the parameters set out in these Terms and Conditions. 

5.3. Except as otherwise set out in Clause 5.2 of these Terms & Conditions, Influencer agrees not to use or refer to the IFRC Brand or IFRC Materials throughout the Campaign Term and thereafter. Influencer agrees and acknowledges that its rights in and to the IFRC Brand and IFRC Materials are as set out in these Terms and Conditions and in no event shall ownership of the Intellectual Property Rights in the IFRC Brand or IFRC Materials vest in, be transferred or otherwise licenced to Influencer.

5.4. BDB shall be granted full ownership of the Digital Content as specified in this Clause 5.4:

5.4.1. BDB is and will be the sole and exclusive owner of all right, title and interest in and to the Digital Content, including all copyrights and other Intellectual Property Rights therein.

5.4.1.1. Influencer hereby assigns, transfers or otherwise conveys to BDB, irrevocably and in perpetuity, throughout the universe, all right, title and interest in and to the Digital Content, including all copyrights and other Intellectual Property Rights therein.

5.4.1.2. BDB hereby grants Influencer a worldwide, limited, perpetual, non-exclusive licence to use the Digital Content on his/her social media channels, portfolio or personal websites and to reproduce, distribute copies of, display publicly, and create derivatives of the Digital Content for the sole purpose of promoting the Campaign.

5.4.1.3. Influencer grants to BDB, a worldwide, exclusive, perpetual, fully paid-up and royalty-free, freely sublicensable and transferable right and licence to use the Influencer Brand featured in the Digital Content in all and any media, for the purpose of publicizing, promoting and marketing Influencer’s involvement in the Campaign.

5.4.2. BDB shall, in turn, grant to the IFRC and its affiliates and participating partners a non-exclusive, fully paid-up and royalty-free, freely sublicensable, and transferable right and licence to: 

5.4.2.1.1. use the Digital Content on or in any media worldwide for the purpose of publicizing, promoting and marketing the Campaign, in perpetuity;

5.4.2.1.2 use and store the Digital Content for portfolio, archival or reference purposes, business to business promotion, and use at trade and industry conferences in perpetuity.

5.4.2.2. For purposes of clarity and without limiting the foregoing, Influencer agrees that the foregoing grant includes the rights to modify, edit, combine with other materials, and create derivative works of the Digital Content (“Adapted”) and to reproduce, display, publish and transmit the Digital Content, whole or in part, and as provided by Influencer or Adapted.

5.4.3. Influencer hereby irrevocably waives, to the extent permitted by applicable law, any and all claims Influencer may now or hereafter have in any jurisdiction which Influencer has or will have in any jurisdiction to all rights of paternity, integrity, disclosure, and withdrawal and any other rights that may be known as “moral rights” (collectively, “Moral Rights”) with respect to the Digital Content.

5.5. If, during the Campaign Term, BDB supplies to Influencer any property relating to the Campaign (“Campaign Property”), Influencer shall use the Campaign Property with reasonable care and strictly in accordance with BDB’s instructions, or through the course of BDB’s correspondence with Influencer.

6. REPRESENTATIONS AND WARRANTIES

6.1. Influencer hereby represents and warrants that:

6.1.1. Influencer is the sole original owner of the Digital Content and has the right to grant BDB the ownership of the Digital Content; or if Influencer is not the sole original owner, he/she has obtained all necessary rights, permissions, licences and consents (including, but not limited to, releases for voices, images and appearances, with regard to all video, audio, photograph, graphics, illustration or other multimedia content) in any underlying materials and is solely responsible for all and any royalties and residual payments that may fall due for such rights, permissions, licences and consents; and

6.1.2. The Digital Content:

6.1.2.1. complies with all applicable laws and regulations and is accurate, truthful and complete in all material respects; 

6.1.2.2. does not, and nor will its use thereof by BDB (or its authorized third parties, including the IFRC), infringe or otherwise violate any rights of any third party, including any Intellectual Property Rights or any right of publicity or privacy; and 

6.1.2.3. are not libelous or otherwise defamatory.

6.1.3. Influencer has a genuine social media following on the applicable social media platforms and that he/she has not purchased or otherwise procured fake followers or bots or in any way inflated engagement figures associated with those social media platforms; and

6.2. BDB represents and warrants that:

6.2.1. it shall comply with all applicable laws, related codes or guidance in the performance of its obligations.

7. LIMITATION OF LIABILITY; INDEMNITY; INSURANCE

7.1. In no event shall BDB be liable to Influencer with respect to any subject matter of these Terms and Conditions, whether under any contract, tort (including negligence) or other legal or equitable theory, for any: (i) loss of profits, sales, business or revenue; (ii) business interruption or service failure; (iii) loss of anticipated savings; (iv) loss or corruption of data or information; (v) loss of business opportunity, goodwill or reputation; or (vi) any special, indirect or consequential loss or damage arising and whether caused by tort (including negligence), breach of contract or otherwise, whether or not such loss or damage is foreseeable, foreseen or known.

7.2. Nothing in these Terms and Conditions shall limit or exclude either party’s liability for: (i) death or personal injury resulting from negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability that cannot be excluded or limited by English law.

7.3. Influencer  shall indemnify and hold harmless BDB, the IFRC and its affiliates, and its and their respective officers, directors, employees, agents, successors, and assigns from and against any claims, judgments, damages, disbursements, arising from or relating to any breach by Influencer of its representations, warranties or other obligations hereunder.

7.4. The terms of and obligations imposed by Clause 7 shall survive the expiry of the Campaign Term.

8. NON-DISPARAGEMENT

8.1 Influencer represents and warrants that Influencer has not made any statement, orally or in writing, publicly or privately (including, without limitation, directly or indirectly, publishing, or permitting anyone to publish, on Influencer’s social media account(s) or website(s) that Influencer controls or owns); endorsed any statements (including but not limited to liking or following third party pages and reposting or commenting on third party posts) or any other material; or done any act or otherwise conducted himself in such a manner as will or may, in the sole opinion of the IFRC or BDB, disparage, bring into disrepute, scandal, embarrassment or ridicule or otherwise reflect unfavorably upon or adversely affect the good name, goodwill, reputation, business or image of the IFRC or BDB, or the Campaign.

8.2 During the Campaign Term and thereafter, Influencer shall not make any statement, orally or in writing, publicly or privately (including, without limitation, directly or indirectly, publish or permit anyone to publish on Influencer’s social media account(s) or website(s) that Influencer controls or owns); endorse any statements (including but not limited to liking or following third party pages and reposting or commenting on third party posts) or any other material; or do any act or otherwise conduct itself in such a manner as will or may, in the sole opinion of the IFRC or BDB, bring into disrepute, scandal, embarrassment or ridicule, otherwise reflect unfavorably upon or adversely affect the good name, goodwill, reputation, business or image of the IFRC or BDB, or the Campaign.

8.3 The terms of and obligations imposed by Clause 8 shall survive the expiry of the Campaign Term.

9. COMPLIANCE

9.1. Influencer shall clearly and conspicuously disclose his/her participation in the Campaign by including appropriate hashtags, as instructed by BDB or as set out in the Campaign guidelines.

9.2. Influencer shall not make any false, misleading or deceptive statements about the IFRC.

9.3 Influencer shall create the Digital Content strictly in accordance with all and any applicable laws, related codes and or guidance, including any updates, additions, modifications, or supplemental guidance thereto, and any publication policy or other written instructions provided to Influencer by BDB from time to time.

10. DATA PRIVACY 

10.1. BDB and Influencer (and if applicable, his authorised representative) shall comply with all their obligations under the Data Protection Legislation. 

10.2. BDB may hold and process personal data relating to Influencer (including Influencer’s names, nicknames, aliases, pseudonyms, social media handles, and publicly available images and videos) for legal, administrative, management and commercial purposes in accordance with the Data Protection Legislation, including, without limitation, on its web based tools which are used to manage the Campaign and collate digital content created for the Campaign by Influencer; and may share such personal data with the IFRC. In relation to the processing of such personal data, BDB shall act as the data controller.

10.3. Subject to personal data being shared the Client pursuant to Clause 10.2, BDB shall treat all personal data as confidential, and shall implement appropriate technical and organisational measure to protect such personal data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, such data that is transmitted, stored or otherwise processed in accordance with the Data Protection Legislation.

10.4. Any personal data that is processed pursuant to these Terms and Conditions shall only be retained by BDB for as long as is reasonably necessary or to meet BDB’s commercial or legal obligations. Full details of how BDB handles Influencer’s personal data and the Influencer’s rights are described in BDB’s Privacy Policy available here, which may be amended from time to time.

10.5. In the event of any conflict between these Terms and Conditions and BDB’s Privacy Policy, these Terms and Conditions shall control.

11. GOVERNING LAW AND JURISDICTION

11.1 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of these Terms and Conditions (including non-contractual disputes or claims).

12. ANTI-BRIBERY

12.1 Influencer shall comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010.