Submission Rules

• How to participate

1. This platform is operated by Flare Marketplace and used by clients of the BBDO network of agencies (each a “Client”) to source content for use in their advertising. In these Submission Rules, “we”, “us”, “our” can mean Flare Marketplace and/or the BBDO agency whose client is seeking to source content via the platform.
2. When a Client wants to invite submissions of content on the platform, a new brief (“Brief”) will be uploaded on the platform, setting out the relevant Client’s requirements from the content and the applicable opening date and closing date for submissions.
3. To participate in a Brief:
1. first, check that you are eligible to participate (see section 2 below);
2. read these Submission Rules carefully. If you upload content to the platform you will be deemed to have accepted these Submission Rules. The Submission Rules create a binding contract between you and Flare Marketplace (the “Contract”), which will govern everything you (and we) do in relation to the Brief, to the exclusion of any other terms and conditions (including any standard production industry contracts and/or your usual standard terms of business);
3. create content in accordance with the relevant Brief; and
4. upload the content to the platform in accordance with the Brief.

Usually, we’ll ask you to upload a synopsis to start with, then we may ask you to upload a treatment if that synopsis is selected.

1. Your account will be automatically associated with the content you upload. You are responsible for ensuring that the account details are accurate and up to date, and that your email address is active and regularly monitored by you.
2. You may participate in as many Briefs as you wish, however multiple or duplicate submissions of the same content are not permitted and we reserve the right to disqualify them.
3. In these Submission Rules, where we refer to “your content” we mean all content submitted by you using the platform, including any synopses, treatments and video(s) you submit in response to a Brief, and any other materials you provide in connection with that submission, including (but not limited to) any so-called “rushes”.

• Eligibility

1. You may only submit content to the platform if you have registered an account on the platform.
2. To submit content you must be aged 18 or older. If the legal age of majority in your jurisdiction (the age at which you become an adult under your local law) is higher than 18, you must have reached that higher age.
3. Due to legal restrictions in certain regions, we regret that you may not submit content if you are legally resident in France, Brazil, the Philippines, Italy or Quebec. We are unable to accept content from any country currently embargoed by the United States, or from any person on the U.S. Treasury Department’s list of Specially Designated Nationals.
4. In the US, all federal, state and local laws and regulations apply.
5. We reserve the right to request acceptable evidence of your eligibility and may disqualify you if you fail to provide such evidence upon our request.
6. You must be the registered account holder of the account used to upload the content, and the content you submit must reflect a Brief which has been posted on the platform.
7. You must not submit content in Plus if you:
1. re an employee (or a family member of an employee) of any company in the Energy BBDO group of companies, or any client named in the Brief (the “Client”), or you are commercially or professionally associated with any such Energy BBDO company or the Client in any way, or with any competitor of any of them;
2. are subject to any contractual or other obligation or restriction which would in any way affect your right to license content for use by us or the relevant Client and/or our right or the right of the relevant Client to commercially exploit or otherwise use your content;
3. have unspent criminal convictions or are (to your knowledge) currently the subject of a pending criminal investigation or trial.
8. In Plus, you may submit content in your personal capacity or on behalf of a company, group or organization (“Organization”). If you submit content on behalf of an Organization, you confirm that you are entitled to act on behalf of that Organization (including, without limitation, binding that Organization to these Submission Rules and granting rights in the content).

• Rules for content

Please read these rules carefully. We reserve the right to disqualify content that does not comply with them. Please also be aware of section 4.13 below.

1. Your content must:
1. comply with advertising codes in the United States and any advertising codes and laws that apply in your jurisdiction. A non-exhaustive summary of rules you will need to comply with are as follows:
1. content must not be misleading;
2. content must not infringe third party rights;
3. content must not be discriminatory, or use distressing images or shock tactics;
4. content must not contain anything likely to cause serious or widespread offence (including, without limitation, any swearing or offensive gestures);
5. where content is for an alcohol brand Client (as identified in the Brief), no-one in the content may be or appear to be under the age of 25 and irresponsible consumption of alcohol must not be featured, condoned or encouraged;
6. content must not encourage children to buy a product or persuade their parents to do so, and must contain nothing which is likely to result in their physical, mental or moral harm;
2. comply with the YouTube Terms of Service (http://www.youtube.com/static?gl=US&template=terms) and Community Guidelines (http://www.youtube.com/t/community_guidelines);
2. Your content must not:
1. feature any prominent trademarks, logos or branding other than the Client Branding (see section 3.3 below);
2. contain any express or implied comparative claims, for example comparing a Client’s product or service to its competitors;
3. contain any discriminatory, obscene or defamatory material, does not include (whether by image, gesture, statement or other material of any kind) any violence, cruelty to animals, weapons, alcohol, drugs, tobacco, damage to the environment, religious iconography, political or religious opinion or belief, or anything which may reasonably be considered to be offensive, anti-social, inflammatory or otherwise objectionable, and is not otherwise illegal under English law, or the law in the country in which you are normally resident.
3. Use of Client Branding
   
   

   The Brief may require or permit you to include in your content the trade marks, logos, images, slogans and/or tag lines of the Client (referred to collectively as the “Client Branding”). You may only use the Client Branding that is specified in the Brief for this purpose, and you must use it in accordance with any brand guidelines provided by us or the Client in connection with the relevant Brief. Your right to use Client Branding will end immediately on submission of your content (or sooner if the relevant Client requires you to stop using it before that time).

4. Third Party Contributions:
   
   

   If your content features any people, props, locations, music or other items or materials not created or owned by you, you will need to show that you have the appropriate written releases / consents from all relevant parties to feature or use such people, items or materials, as part of your content, for the purposes specified in the relevant Brief. You will also be required to undertake appropriate checks (such as Google searches and searches on social media sites) on any people appearing in your film, and (where appropriate) to obtain warranties from them in respect of past and future conduct (no criminal convictions, no associations with competing brands, etc.). The Production Addendum (issued to you if you are awarded the Budget - see section 4.7 below) provides more detail on this.
   
   Each Brief will specify the usage rights required by the Client, by reference to media, duration and territory. It will be your responsibility to obtain releases / consents (the cost of which will come out of the Budget awarded to you if your content is Winning Content – see section 4 below), as appropriate to ensure that the correct rights are secured for the Client.
   
   Template release / consent forms will be made available each time a new Brief is posted (click on “Download Release Forms” and choose the appropriate form). You will need to complete the template release / consent forms as appropriate to ensure that the correct rights are secured for the Client.

1. People: If your content features any individual other than yourself, you will need to obtain written consent from all the other individuals featured. In the case of individuals under the age of legal majority in their jurisdiction, consent from their parent/guardian is also required. In the case of individuals under 12, they must be your own child and you must have that child’s consent. Use the “Performer Release” form.
2. Props: If your content features any items of property, which you do not own (such as vehicles, clothing, accessories, furniture, works of art, etc.), you will need to secure the written permission of the owner. Use the “Prop Release” form.
3. Location: You need permission to film in and around certain buildings and locations. If you are filming your content anywhere other than in your own home, you will need to obtain written permission. Use the “Location Release” form.
4. Music: If you want to use any music in your content, you have three options:
1. license the music from our nominated music library, Audio Networks, free of charge;
2. compose, perform and record your own original track yourself. This must be original to you and must not copy, be substantially similar to or be substantially inspired by any existing track otherwise you will be infringing the rights of third parties; or
3. license the music from an online music library, at your own cost. In each case, you will need to ensure that you obtain all rights that you need (including for option ii, from anyone who has assisted, co-written or performed that music) for you to be able to comply with these Submission Rules and for us and the Client to use your content in accordance with the Brief. Please download the “Music Release” form.

You will be required to provide us with written evidence that you have obtained all the releases and consents required under this section 3.4.

1. By submitting your content, you warrant (i.e. you guarantee) that:
1. at the time of submitting your content, your content is not being exploited commercially for any other purpose and you are not in discussions or negotiations and have no binding agreement or commitment with any third party relating to any commercial exploitation of your content;
2. your content does not infringe any third party rights;
3. except for any materials made available by us (which may include Client Branding), your content is your own original work and does not infringe any third party intellectual or industrial property rights (excluding those intellectual property rights owned by or licensed to us) and you are either the legal and beneficial owner, or (where ownership cannot be acquired under mandatory statutory law), the exclusive licensee of all intellectual property rights in your content;
4. you have the right to grant us permission to use your content, as described in section 5 below, including (without limitation) all relevant rights, written permissions and (where required by applicable law) any necessary agreement to zero royalties from any individuals featured in your content;
5. in producing your content you have at all times complied with all child labour laws applicable in your jurisdiction.
2. Excusable Breach: You will not be liable for any breach of these Submission Rules (including but not limited to the rules for content set out in this section 3), if and to the extent that the breach arises as a result of the incorporation (with our permission and in accordance with all instructions given to you) in your content of and/or your reasonable reliance upon, any content, branding, materials, information, specific directions, products or services supplied to you by Flare Marketplace, the Client, or any BBDO agency managing the relevant Brief. This is referred to as an “Excusable Breach”. Where there is an Excusable Breach, we will ensure that the affected content is judged (see “Choosing the Winning Content” in Section 4 below) as if such Excusable Breach were not present. If your content is selected as Winning Content, we will give you the opportunity (at no extra cost to you) to edit/modify your content so as to cure the Excusable Breach, prior to delivering your final film to the Client.
3. Complaints: You will notify us immediately if you become aware of any actual or threatened infringement, claim or other complaint that any person may have in connection with your content, and you will co-operate with us to address any such infringement, claim or other complaint in such manner as we determine in our absolute discretion.

• Choosing the Winning Content

1. In Plus, each Brief will usually* have three stages:
1. Submission of synopses. You will be requested to submit a synopsis of the film you would like to make in response to the Brief.
2. A specified number of the best synopses will be chosen by a judging panel. If your synopsis is chosen, you will be awarded a specified sum of money (the “Treatment Fee”) with which to make and submit a treatment, based on your synopsis.
3. The judging panel will then select a specified number of the best treatments, for further development into films. If your treatment is chosen, you will be awarded the budget specified in the Brief, which you will use to make your film (the “Budget”).

*Occasionally a synopsis may be selected for development into a film without requiring a treatment to be submitted.

1. Closing dates for the submission of all synopses, treatments and completed films (“Closing Dates”) will be specified in the relevant Brief, or (in the case of treatments or films) in the email notifying you that your synopsis or treatment (as applicable) has been selected for further development.
2. The Brief will also specify the number of synopses and treatments that will be selected for further development, and the amount of the applicable Treatment Fee and Budget. Selections will be made by the judging panel, from all eligible content received before the relevant Closing Date. The panel will be comprised of representatives from the Client and/or its BBDO agency, and at least one independent judge. Selections will be made by the date(s) stated in the relevant Brief.
3. The panel’s decision will be notified by email, by the date(s) stated in the relevant Brief, to the registered holder of the account used to upload the selected synopsis or treatment. If you are notified that your treatment and/or submission has been selected for further development, you must respond to the email by the date specified in the Brief (or in the email notification). You will then be entitled to receive the Treatment Fee or Budget, as applicable. If you are entitled to the Treatment Fee and/or Budget, the relevant sum must be paid into a bank account situated in your country of residence (as stated by you when you registered your account on the platform). If the Treatment Fee and Budget stated in the Brief are not in your local currency, you will receive the equivalent amount in your local currency, by reference to the prevailing currency exchange rates on the day of payment. It is your sole responsibility to pay any taxes or government fees applicable to these payments, if you receive them.
4. If you are awarded a Treatment Fee, you must use the Treatment Fee to create a treatment based on your selected synopsis.
5. If you are awarded the Budget, you must use the Budget to create a film based on your selected treatment and in accordance with such further briefing details as we may supply. The Budget is a fixed, all-inclusive sum and (with the exception of production insurance – see “Insurance” in section 6 below - and any costs that we or the Client have specifically agreed to be responsible for in the relevant Brief) you will be responsible for all the costs of making the film, even if the costs exceed the Budget.
6. Before you shoot your film, we will agree a “Production Addendum” with you, which will form part of your Contract with Flare Marketplace, in addition to these Submission Rules. The Production Addendum will set out details of the film(s) you have been asked to create, the applicable Budget(s) and the delivery date(s), together with terms and conditions that are specific to the production process. You will also be required to complete a written form (the “Shoot Information Form”), setting out details of the shoot date(s), location(s), performer(s), crew and other information that may be required for the purpose of obtaining production insurance (see “Insurance” in section 6 below).
7. The finished film submitted by you is referred to in these Submission Rules as “Winning Content”.
8. The decision of the voting panel is final and binding in all respects. No correspondence will be entered into.
9. If your synopsis is selected for further development but you are not able, for any reason, to accept the obligation to create the treatment, or if your treatment is selected but you are not able to accept the obligation to create the film, or if you do not respond to the email notification within the specified response time, we reserve the right to award the Treatment Fee or Budget (as applicable) to another eligible entrant with the next highest-judged content in the applicable Brief, and we shall then be automatically released from our obligations to you (and you shall forfeit the Treatment Fee or Budget, as applicable).
10. Selected synopses and treatments will be the content which, in the opinion and sole discretion of the panel of judges, demonstrates the greatest degree of originality, creativity and talent in their interpretation and execution in meeting the relevant Brief. All criteria are weighted equally. Chance, any purchase or payment of any kind will not affect the determination of the synopses or treatments. Odds of being chosen will depend on the calibre of eligible content submitted, and users from all eligible territories compete to be awarded the budget. The judges’ decision shall be final and binding in all respects.
11. Details of the Winning Content and the user(s) who submitted it will be published on the platform after the Winning Content has been chosen for the relevant Brief.
12. Important: If your content is selected as Winning Content and we later discover that your content does not comply with these Submission Rules, you may be required to pay back any Treatment Fee, Budget or other payment you have received for your content and, if your breach of these Submission Rules has caused us and/or the Client to suffer any loss, we and/or the Client may also be entitled to bring a legal claim against you for that loss.

• Use of your content

1. This section describes the ways in which we and others (including the Client) may use your content.
1. Use of all content
   
   

   By submitting your content, you grant an irrevocable, royalty-free, exclusive licence, right and permission to us and our selected sub-licensees (including the relevant Client) to use your content and/or any part(s) of it within the platform (including without limitation by making it available to view by other users of the platform anywhere in the world) and/or by including excerpts of your content in show reels, client briefs, our and the Client’s websites and social media channels and in any media for PR (public relations) and non-commercial uses anywhere in the world (excluding paid-for advertising space) without payment to you, in perpetuity (i.e. without limit of time).
   
   Until the Budget(s) has/have been awarded, you must not submit your content and/or any part(s) of it or any similar content in any other promotion or competition to any third party or publish it online or otherwise make it available to the public unless we agree in advance in writing that you may do so.
   
   Following the awarding of Budget(s), if your content is not selected for development into Winning Content, you may use your content for other purposes and/or license it to third parties (but you must remove all Client Branding from your content before doing so). We will remain entitled to use your content within the platform in perpetuity.

2. Use of the Winning Content
   
   

   If you are awarded the Budget to create Winning Content, then (without limitation to the broad licence described above), you agree to transfer to the relevant Client full ownership of, and all your copyright and other intellectual property rights in, the Winning Content.
   
   Without Flare Marketplace’s prior written consent, you shall not: publish the Wining Content or any portion thereof on any platform (including social media), or issue any press release, media statement, or other publicity regarding the Winning Content or its subject matter.
   
   Prior to paying you the Budget, we will ask you to sign a written “assignment” document, which will have the effect of transferring your title to and all your rights in the Winning Content (and in the related synopsis and treatment) to the Client. You will only receive the Budget if you sign and return the assignment document by the date we specify. If, under the law applicable in your jurisdiction, it is not possible for you to assign your rights to the Client as envisaged under section 5.1(b), you grant an irrevocable, royalty-free, exclusive license, right and permission to us and our selected sub-licensees (including the relevant Client) to broadcast, reproduce, represent and/or otherwise use your content for all purposes (including advertising and marketing) throughout the world in perpetuity in any and all media, without additional payment to you, subject to section 5.6 below.

2. Where a license in perpetuity is not permitted by law or is unenforceable in your jurisdiction, you grant the licence(s) described in sections 5.1(a) and 5.2 for the maximum duration permitted by law.
3. Where an exclusive license is not permitted by law or is unenforceable in your jurisdiction, you grant the license(s) described in sections 5.1(a) and 5.2 on a non-exclusive basis.
4. In jurisdictions where a royalty (payment) must be agreed in respect of the license(s) described in sections 5.1(a) and/or 5.2, you agree that the royalty shall be zero (or the minimum amount permitted by applicable law).
5. Whether the Client takes ownership of all your rights in your content pursuant to section 5.1(b) or is licensed to use your content pursuant to section 5.2, if at any time the Client wishes to use your content in television, digital out of home and/or cinema, the Client will pay you a further sum (in addition to the Budget awarded to you for the creation of your Winning Content) equivalent to 25% of the Budget. We (or the Client) will be responsible for paying any additional usage fees payable to performers featured in the Winning Content, as a result of such usage.
6. Given the nature of online content, you understand that your content may be shared and/or become available on other websites and in other media outside our control and you agree that you shall not hold us, the Client, our (or the Client’s) employees, officers, agents or contractors responsible or liable for any use of your content by third parties, and that neither we nor the Client will be responsible for removing your content from third party sites or other media.
7. To the fullest extent permitted by law, you hereby (a) agree to waive, and not to assert, any and all moral and/or image rights or similar or equivalent rights anywhere in the world in or relating to your content, (b) consent to the doing of or omitting to do any act which would otherwise constitute an infringement of your moral rights, and (c) agree to your content being used without identifying or crediting you or any third party (including as the author or director). You warrant that any and all third parties featured in your content, or with rights in your content, have agreed the same. With respect to moral rights that cannot be waived, you confirm that the content may be modified or edited without your prior review or approval and that your name may not be credited in connection with your content.
8. You agree to do such other things and execute such other documents as are reasonably requested of you by us in order to allow us and the Client to use your content in accordance with these Submission Rules (including without limitation registration before any authority and completion of a form of written licence).
9. You agree and acknowledge that the opportunity to participate in a Brief and the payment of any sum(s) payable to you under these Submission Rules fully satisfies any obligation on us and/or the Client to provide equitable and adequate remuneration for the rights granted hereunder.
10. You agree that you will edit, add to, dub, delete from, or otherwise amend your content as required by us in our absolute discretion (including without limitation any visual, audio, text or other aspect), including in order to ensure compliance with applicable legal or regulatory requirements, to ensure third party rights are not infringed, and to reflect any other request made by us or the Client. You also agree not to object to or assert claims against us or the Client in respect of any such amendment of your content by us or the Client.
11. You agree that we may, in our absolute discretion elect not to publish, use or exploit your content or any part of it in any way and, if we do elect to publish, use or exploit your content or any part of it in accordance with these Submission Rules, we may, in our absolute discretion, stop publishing, using or exploiting your content at any time, and may edit, delete or remove any material we consider in breach of these Submission Rules.
12. You acknowledge and agree that use by a Client of material similar or identical to (or containing features or elements similar or identical to those contained within) any content submitted by you will not obligate that Client to obtain any form of licence or permission from you nor entitle you to any payment, if the Client reasonably considers that it has an independent legal right to use such material (either because such features or elements were not new or novel, were not originated by you, or have been (or are in the future) independently created by or submitted to the Client).
13. You acknowledge that other participants in each Brief may have used ideas and/or concepts in their submission that may be similar to those included your submission. You understand and agree that you will not have any claim against us, the Client or any other participant in any Brief arising out of any such similarity and that you will not be entitled to any payment because of any such similarity.

• Insurance

1. You must ensure that you hold all necessary insurance policies, to cover the risks and liabilities that may arise in connection with your creation of content for Flare Marketplace. This may include public liability insurance, employer’s liability insurance and professional indemnity insurance. The cost of these insurances must be covered within the Budget.
2. If you are awarded the Budget to create a film based on your treatment, you will need production insurance for the shoot.
1. If your business is based in the U.S., Canada or the U.K., production insurance will be provided under an Omnicom wrap policy, which also includes public liability insurance. This policy will only cover your business; it will not cover other production companies or facilities houses you might hire for the shoot – they will need their own production insurance, the cost of which must be covered by the Budget.
2. In some cases the Client may require you to insure under the Client’s own CPI wrap – this will be stated in the Brief, where applicable.

Please ask us for details of the cover offered by these wrap policies, if they might apply to you, as this will help you work out what part of the Budget might need to be allocated to insurance costs. In all other cases you should arrange production insurance with your local broker in the normal way and the cost will be reimbursed on top of the budget awarded to you, up to a maximum of 1% of the Budget.

1. If your proposed shoot(s) could be affected by weather conditions, please note that Flare Marketplace does not provide weather insurance, so you should take into account the potential impact on the Budget of weather days / disruption due to weather.

• Miscellaneous

1. If we have grounds to suspect any user or third party of cheating, deception or fraudulent or unsportsmanlike conduct of any kind (including, without limitation, manipulating the platform, choice of Winning Content) we reserve the right (in our absolute discretion) to disqualify any user, content or person we reasonably believe to be responsible for, or associated with, such activity.
2. We reserve the right to disqualify and remove from the platform any content that does not comply in full with these Submission Rules and/or that is submitted after the relevant Closing Date. The time and date of submission will be determined by us, based on the time and date of our receipt of the relevant content in accordance with the Brief.
3. We reserve the right to pass on any content which causes us concern (including any associated personal details) to the relevant authorities, at its sole discretion and/or where such disclosure is required by law.
4. We reserve the right to amend the Submission Rules at any time. Amended Submission Rules will apply to all Briefs posted on the platform after the amendments are made.
5. You may be required to reconfirm your acceptance of the Submission Rules before accepting the Treatment Fee or Budget. We reserve the right to request acceptable evidence of your eligibility and personal details, and may disqualify you if you fail to provide such evidence upon request
6. To the extent permitted by law, you irrevocably agree that if your content is chosen as the Winning Content we, the Client and our respective licensees shall be entitled to use your name, likeness and biographical information for all advertising, marketing, publicity and public relations purposes without additional remuneration. You also irrevocably agree that you shall cooperate with, and take part in, reasonable publicity for and on behalf of us and the Client upon request, which shall include (without limitation) press and promotional activities, without additional remuneration.
7. It is specifically intended by you and us that the Client shall be a third party beneficiary under these Submission Rules. For the avoidance of doubt, the Client shall not have any obligation under these Submission Rules.
8. The construction, validity and performance of this Contract shall be governed by law of the state of New York, subject to any mandatory laws applicable in your jurisdiction, which prevail notwithstanding this governing law clause.
9. Flare Marketplace is a division of Energy BBDO, Inc., a Delaware corporation with a primary office at 225 North Michigan Avenue, Chicago, IL 60601.

• How to participate

1. This platform is operated by Flare Marketplace and used by clients of the BBDO network of agencies (each a “Client”) to source content for use in their advertising. In these Submission Rules, “we”, “us”, “our” can mean Flare Marketplace and/or the BBDO agency whose client is seeking to source content via the platform.
2. When a Client wants to invite submissions of content on the platform, a new brief (“Brief”) will be uploaded on the platform, setting out the relevant Client’s requirements from the content and the applicable opening date and closing date for submissions.
3. To participate in a Brief:
   1. first, check that you are eligible to participate (see section 2 below);
   2. read these Submission Rules carefully. If you upload content to the platform you will be deemed to have accepted these Submission Rules. The Submission Rules create a binding contract between you and Flare Marketplace (the “Contract”), which will govern everything you (and we) do in relation to the Brief, to the exclusion of any other terms and conditions (including any standard production industry contracts and/or your usual standard terms of business);
   3. create content in accordance with the relevant Brief; and
   4. upload the content to the platform in accordance with the Brief.

Usually, we’ll ask you to upload a synopsis to start with, then we may ask you to upload a treatment if that synopsis is selected.

1. Your account will be automatically associated with the content you upload. You are responsible for ensuring that the account details are accurate and up to date, and that your email address is active and regularly monitored by you.
2. You may participate in as many Briefs as you wish, however multiple or duplicate submissions of the same content are not permitted and we reserve the right to disqualify them.
3. In these Submission Rules, where we refer to “your content” we mean all content submitted by you using the platform, including any synopses, treatments and video(s) you submit in response to a Brief, and any other materials you provide in connection with that submission, including (but not limited to) any so-called “rushes”.

• Eligibility

1. You may only submit content to the platform if you have registered an account on the platform.
2. To submit content you must be aged 18 or older. If the legal age of majority in your jurisdiction (the age at which you become an adult under your local law) is higher than 18, you must have reached that higher age.
3. Due to legal restrictions in certain regions, we regret that you may not submit content if you are legally resident in France, Brazil, the Philippines, Italy or Quebec. We are unable to accept content from any country currently embargoed by the United States, or from any person on the U.S. Treasury Department’s list of Specially Designated Nationals.
4. In the US, all federal, state and local laws and regulations apply.
5. We reserve the right to request acceptable evidence of your eligibility and may disqualify you if you fail to provide such evidence upon our request.
6. You must be the registered account holder of the account used to upload the content, and the content you submit must reflect a Brief which has been posted on the platform.
7. You must not submit content in Pro if you:
1. are an employee (or a family member of an employee) of any company in the BBDO group of companies, or any client named in the Brief (the “Client”), or you are commercially or professionally associated with any such BBDO company or the Client in any way, or with any competitor of any of them;
2. are subject to any contractual or other obligation or restriction which would in any way affect your right to license content for use by us or the relevant Client and/or our right or the right of the relevant Client to commercially exploit or otherwise use your content;
3. have unspent criminal convictions or are (to your knowledge) currently the subject of a pending criminal investigation or trial.
8. In Pro, you may submit content in your personal capacity or on behalf of a company, group or organization (“Organization”). If you submit content on behalf of an Organization, you confirm that you are entitled to act on behalf of that Organization (including, without limitation, binding that Organization to these Submission Rules and granting rights in the content).

• Rules for content

Please read these rules carefully. We reserve the right to disqualify content that does not comply with them. Please also be aware of section 4.13 below.

1. Your content must:
1. comply with advertising codes and laws that apply to the United States and your jurisdiction. A non-exhaustive summary of rules you will need to comply with are as follows:
1. content must not be misleading;
2. content must not infringe third party rights;
3. content must not be discriminatory, or use distressing images or shock tactics;
4. content must not contain anything likely to cause serious or widespread offence (including, without limitation, any swearing or offensive gestures);
5. where content is for an alcohol brand Client (as identified in the Brief), no-one in the content may be or appear to be under the age of 25 and irresponsible consumption of alcohol must not be featured, condoned or encouraged;
6. content must not encourage children to buy a product or persuade their parents to do so, and must contain nothing which is likely to result in their physical, mental or moral harm;
2. comply with the YouTube Terms of Service (http://www.youtube.com/static?gl=US&template=terms) and Community Guidelines (http://www.youtube.com/t/community_guidelines);
2. Your content must not:
1. feature any prominent trademarks, logos or branding other than the Client Branding (see section 3.3 below);
2. contain any express or implied comparative claims, for example comparing a Client’s product or service to its competitors;
3. contain any discriminatory, obscene or defamatory material, does not include (whether by image, gesture, statement or other material of any kind) any violence, cruelty to animals, weapons, alcohol, drugs, tobacco, damage to the environment, religious iconography, political or religious opinion or belief, or anything which may reasonably be considered to be offensive, anti-social, inflammatory or otherwise objectionable, and is not otherwise illegal under US law, or the law in the country in which you are normally resident.
3. Use of Client Branding
   
   

   The Brief may require or permit you to include in your content the trade marks, logos, images, slogans and/or tag lines of the Client (referred to collectively as the “Client Branding”). You may only use the Client Branding that is specified in the Brief for this purpose, and you must use it in accordance with any brand guidelines provided by us or the Client in connection with the relevant Brief. Your right to use Client Branding will end immediately on submission of your content (or sooner if the relevant Client requires you to stop using it before that time).

4. Third Party Contributions:
   
   

   If your content features any people, props, locations, music or other items or materials not created or owned by you, you will need to show that you have the appropriate written releases / consents from all relevant parties to feature or use such people, items or materials, as part of your content, for the purposes specified in the relevant Brief. You will also be required to undertake appropriate checks (such as Google searches and searches on social media sites) on any people appearing in your film, and (where appropriate) to obtain warranties from them in respect of past and future conduct (no criminal convictions, no associations with competing brands, etc.). The Production Addendum (issued to you if you are awarded the Budget - see section 4.7 below) provides more detail on this.
   
   Each Brief will specify the usage rights required by the Client, by reference to media, duration and territory. It will be your responsibility to obtain releases / consents (the cost of which will come out of the Budget awarded to you if your content is Winning Content – see section 4 below), as appropriate to ensure that the correct rights are secured for the Client.
   
   Please note the following additional considerations in relation to people and music:

   1. People: If your content features any individual under the age of legal majority in their jurisdiction, consent from their parent/guardian is required, in addition to the consent of the individual themselves. In the case of individuals under 12, they must be your own child and you must have that child’s consent.
   2. Music: If you want to use any music in your content, you have three options:
   1. license the music from our nominated music library, Audio Networks, free of charge;
   2. compose, perform and record your own original track yourself. This must be original to you and must not copy, be substantially similar to or be substantially inspired by any existing track otherwise you will be infringing the rights of third parties; or
   3. icense the music from an online music library, at your own cost.

   In each case, you will need to ensure that you obtain all rights that you need (including for option ii, from anyone who has assisted, co-written or performed that music) for you to be able to comply with these Submission Rules and for us and the Client to use your content in accordance with the Brief.

   You will be required to provide us with written evidence that you have obtained all the releases and consents required under this section 3.4.

5. By submitting your content, you warrant (i.e. you guarantee) that:
1. at the time of submitting your content, your content is not being exploited commercially for any other purpose and you are not in discussions or negotiations and have no binding agreement or commitment with any third party relating to any commercial exploitation of your content;
2. your content does not infringe any third party rights;
3. except for any materials made available by us (which may include Client Branding), your content is your own original work and does not infringe any third party intellectual or industrial property rights (excluding those intellectual property rights owned by or licensed to us) and you are either the legal and beneficial owner, or (where ownership cannot be acquired under mandatory statutory law), the exclusive licensee of all intellectual property rights in your content;
4. you have the right to grant us permission to use your content, as described in section 5 below, including (without limitation) all relevant rights, written permissions and (where required by applicable law) any necessary agreement to zero royalties from any individuals featured in your content;
5. n producing your content you have at all times complied with all child labour laws applicable in your jurisdiction.
6. Excusable Breach: You will not be liable for any breach of these Submission Rules (including but not limited to the rules for content set out in this section 3), if and to the extent that the breach arises as a result of the incorporation (with our permission and in accordance with all instructions given to you) in your content of and/or your reasonable reliance upon, any content, branding, materials, information, specific directions, products or services supplied to you by Flare Marketplace, the Client, or any BBDO agency managing the relevant Brief. This is referred to as an “Excusable Breach”. Where there is an Excusable Breach, we will ensure that the affected content is judged (see “Choosing the Winning Content” in Section 4 below) as if such Excusable Breach were not present. If your content is selected as Winning Content, we will give you the opportunity (at no extra cost to you) to edit/modify your content so as to cure the Excusable Breach, prior to delivering your final film to the Client.
7. Complaints: You will notify us immediately if you become aware of any actual or threatened infringement, claim or other complaint that any person may have in connection with your content, and you will co-operate with us to address any such infringement, claim or other complaint in such manner as we determine in our absolute discretion.

• Choosing the Winning Content

1. In Pro, each Brief will usually* have three stages:
1. Submission of synopses. You will be requested to submit a synopsis of the film you would like to make in response to the Brief.
2. A specified number of the best synopses will be chosen by a judging panel. If your synopsis is chosen, you will be awarded a specified sum of money (the “Treatment Fee”) with which to make and submit a treatment, based on your synopsis.
3. The judging panel will then select a specified number of the best treatments, for further development into films. If your treatment is chosen, you will be awarded the budget specified in the Brief, which you will use to make your film (the “Budget”).

*Occasionally a synopsis may be selected for development into a film without requiring a treatment to be submitted.

1. Closing Dates for the submission of all synopses, treatments and completed films ( “Closing Dates”) will be specified in the relevant Brief, or (in the case of treatments or films) in the email notifying you that your synopsis or treatment (as applicable) has been selected for further development.
2. The Brief will also specify the number of synopses and treatments that will be selected for further development, and the amount of the applicable Treatment Fee and Budget. Selections will be made by the judging panel, from all eligible content received before the relevant Closing Date. The panel will be comprised of representatives from the Client and/or its BBDO agency, and at least one independent judge. Selections will be made by the date(s) stated in the relevant Brief.
3. The panel’s decision will be notified by email, by the date(s) stated in the relevant Brief, to the registered holder of the account used to upload the selected synopsis or treatment. If you are notified that your treatment and/or submission has been selected for further development, you must respond to the email by the date specified in the Brief (or in the email notification). You will then be entitled to receive the Treatment Fee or Budget, as applicable. If you are entitled to the Treatment Fee and/or Budget, the relevant sum must be paid into a bank account situated in your country of residence (as stated by you when you registered your account on the platform). If the Treatment Fee and Budget stated in the Brief are not in your local currency, you will receive the equivalent amount in your local currency, by reference to the prevailing currency exchange rates on the day of payment. It is your sole responsibility to pay any taxes or government fees applicable to these payments, if you receive them.
4. If you are awarded a Treatment Fee, you must use the Treatment Fee to create a treatment based on your selected synopsis.
5. If you are awarded the Budget, you must use the Budget to create a film based on your selected treatment and in accordance with such further briefing details as we may supply. The Budget is a fixed, all-inclusive sum and (with the exception of production insurance – see “Insurance” in section 6 below - and any costs that we or the Client have specifically agreed to be responsible for in the relevant Brief) you will be responsible for all the costs of making the film, even if the costs exceed the Budget.
6. Before you shoot your film, we will agree a “Production Addendum” with you, which will form part of your Contract with Flare Marketplace, in addition to these Submission Rules. The Production Addendum will set out details of the film(s) you have been asked to create, the applicable Budget(s) and the delivery date(s), together with terms and conditions that are specific to the production process. You will also be required to complete a written form (the “Shoot Information Form”), setting out details of the shoot date(s), location(s), performer(s), crew and other information that may be required for the purpose of obtaining production insurance (see “Insurance” in section 6 below).
7. The finished film submitted by you is referred to in these Submission Rules as “Winning Content”.
8. The decision of the voting panel is final and binding in all respects. No correspondence will be entered into.
9. If your synopsis is selected for further development but you are not able, for any reason, to accept the obligation to create the treatment, or if your treatment is selected but you are not able to accept the obligation to create the film, or if you do not respond to the email notification within the specified response time, we reserve the right to award the Treatment Fee or Budget (as applicable) to another eligible entrant with the next highest-judged content in the applicable Brief, and we shall then be automatically released from our obligations to you (and you shall forfeit the Treatment Fee or Budget, as applicable).
10. Selected synopses and treatments will be the content which, in the opinion and sole discretion of the panel of judges, demonstrates the greatest degree of originality, creativity and talent in their interpretation and execution in meeting the relevant Brief. All criteria are weighted equally. Chance, any purchase or payment of any kind will not affect the determination of the synopses or treatments. Odds of being chosen will depend on the calibre of eligible content submitted, and users from all eligible territories compete to be awarded the budget. The judges’ decision shall be final and binding in all respects.
11. Details of the Winning Content and the user(s) who submitted it will be published on the platform after the Winning Content has been chosen for the relevant Brief.
12. Important: If your content is selected as Winning Content and we later discover that your content does not comply with these Submission Rules, you may be required to pay back any Treatment Fee, Budget or other payment you have received for your content and, if your breach of these Submission Rules has caused us and/or the Client to suffer any loss, we and/or the Client may also be entitled to bring a legal claim against you for that loss.

• Use of your content

1. This section describes the ways in which we and others (including the Client) may use your content.
1. Use of all content
   
   By submitting your content, you grant an irrevocable, royalty-free, exclusive licence, right and permission to us and our selected sub-licensees (including the relevant Client) to use your content and/or any part(s) of it within the platform (including without limitation by making it available to view by other users of the platform anywhere in the world) and/or by including excerpts of your content in show reels, client briefs, our and our clients’ websites and social media channels and in any media for PR (public relations) and non-commercial uses anywhere in the world (excluding paid-for advertising space) without payment to you, in perpetuity (i.e. without limit of time).
   
   Until the Budget(s) has/have been awarded, you must not submit your content and/or any part(s) of it or any similar content in any other promotion or competition to any third party or publish it online or otherwise make it available to the public unless we agree in advance in writing that you may do so.
   
   Following the awarding of Budget(s), if your content is not selected for development into Winning Content, you may use your content for other purposes and/or license it to third parties (but you must remove all Client Branding from your content before doing so). We will remain entitled to use your content within the platform in perpetuity.
2. Use of the Winning Content
   
   If you are awarded the Budget to create Winning Content, then (without limitation to the broad license described above), you agree to transfer to the relevant Client full ownership of, and all your copyright and other intellectual property rights in, the Winning Content.
   
   Without Flare Marketplace’s prior written consent, you shall not: publish the Wining Content or any portion thereof on any platform (including social media), or issue any press release, media statement, or other publicity regarding the Winning Content or its subject matter.
   
   Prior to paying you the Budget, we will ask you to sign a written “assignment” document, which will have the effect of transferring your title to and all your rights in the Winning Content (and in the related synopsis and treatment) to the Client. You will only receive the Budget if you sign and return the assignment document by the date we specify.
2. If, under the law applicable in your jurisdiction, it is not possible for you to assign your rights to the Client as envisaged under section 5.1(b), you grant an irrevocable, royalty-free, exclusive licence, right and permission to us and our selected sub-licensees (including the relevant Client) to broadcast, reproduce, represent and/or otherwise use your content for all purposes (including advertising and marketing) throughout the world in perpetuity in any and all media, without additional payment to you, subject to section 5.6 below.
3. Where a license in perpetuity is not permitted by law or is unenforceable in your jurisdiction, you grant the license(s) described in sections 5.1(a) and 5.2 for the maximum duration permitted by law.
4. Where an exclusive license is not permitted by law or is unenforceable in your jurisdiction, you grant the licence(s) described in sections 5.1(a) and 5.2 on a non-exclusive basis.
5. In jurisdictions where a royalty (payment) must be agreed in respect of the licence(s) described in sections 5.1(a) and/or 5.2, you agree that the royalty shall be zero (or the minimum amount permitted by applicable law).
6. Whether the Client takes ownership of all your rights in your content pursuant to section 5.1(b) or is licensed to use your content pursuant to section 5.2, if at any time the Client wishes to use your Winning Content in television, digital out of home and/or cinema, the Client will pay you a further sum (in addition to the Budget awarded to you for the creation of your Winning Content) equivalent to 25% of the Budget. We (or the Client) will be responsible for paying any additional usage fees payable to performers featured in the Winning Content, as a result of such usage.
7. Given the nature of online content, you understand that your content may be shared and/or become available on other websites and in other media outside our control and you agree that you shall not hold us, the Client, our (or the Client’s) employees, officers, agents or contractors responsible or liable for any use of your content by third parties, and that neither we nor the Client will be responsible for removing your content from third party sites or other media.
8. To the fullest extent permitted by law, you hereby (a) agree to waive, and not to assert, any and all moral and/or image rights or similar or equivalent rights anywhere in the world in or relating to your content, (b) consent to the doing of or omitting to do any act which would otherwise constitute an infringement of your moral rights, and (c) agree to your content being used without identifying or crediting you or any third party (including as the author or director). You warrant that any and all third parties featured in your content, or with rights in your content, have agreed the same. With respect to moral rights that cannot be waived, you confirm that the content may be modified or edited without your prior review or approval and that your name may not be credited in connection with your content.
9. You agree to do such other things and execute such other documents as are reasonably requested of you by us in order to allow us and the Client to use your content in accordance with these Submission Rules (including without limitation registration before any authority and completion of a form of written licence).
10. You agree and acknowledge that the opportunity to participate in a Brief and the payment of any sum(s) payable to you under these Submission Rules fully satisfies any obligation on us and/or the Client to provide equitable and adequate remuneration for the rights granted hereunder.
11. You agree that you will edit, add to, dub, delete from, or otherwise amend your content as required by us in our absolute discretion (including without limitation any visual, audio, text or other aspect), including in order to ensure compliance with applicable legal or regulatory requirements, to ensure third party rights are not infringed, and to reflect any other request made by us or the Client. You also agree not to object to or assert claims against us or the Client in respect of any such amendment of your content by us or the Client.
12. You agree that we may, in our absolute discretion elect not to publish, use or exploit your content or any part of it in any way and, if we do elect to publish, use or exploit your content or any part of it in accordance with these Submission Rules, we may, in our absolute discretion, stop publishing, using or exploiting your content at any time, and may edit, delete or remove any material we consider in breach of these Submission Rules.
13. You acknowledge and agree that use by a Client of material similar or identical to (or containing features or elements similar or identical to those contained within) any content submitted by you will not obligate that Client to obtain any form of licence or permission from you nor entitle you to any payment, if the Client reasonably considers that it has an independent legal right to use such material (either because such features or elements were not new or novel, were not originated by you, or have been (or are in the future) independently created by or submitted to the Client).
14. You acknowledge that other participants in each Brief may have used ideas and/or concepts in their submission that may be similar to those included your submission. You understand and agree that you will not have any claim against us, the Client or any other participant in any Brief arising out of any such similarity and that you will not be entitled to any payment because of any such similarity.

• Insurance

1. You must ensure that you hold all necessary insurance policies, to cover the risks and liabilities that may arise in connection with your creation of content for Flare Marketplace. This may include public liability insurance, employer’s liability insurance and professional indemnity insurance. The cost of these insurances must be covered within the Budget.
2. If you are awarded the Budget to create a film based on your treatment, you will need production insurance for the shoot.
1. If your business is based in the U.S., Canada or the U.K., production insurance will be provided under an BBDO wrap policy, which also includes public liability insurance. This policy will only cover your business; it will not cover other production companies or facilities houses you might hire for the shoot – they will need their own production insurance, the cost of which must be covered by the Budget.
2. In some cases the Client may require you to insure under the Client’s own CPI wrap – this will be stated in the Brief, where applicable.

Please ask us for details of the cover offered by these wrap policies, if they might apply to you, as this will help you work out what part of the Budget might need to be allocated to insurance costs. In all other cases you should arrange production insurance with your local broker in the normal way and the cost will be reimbursed on top of the budget awarded to you, up to a maximum of 1% of the Budget.

1. If your proposed shoot(s) could be affected by weather conditions, please note that Flare Marketplace does not provide weather insurance, so you should take into account the potential impact on the Budget of weather days / disruption due to weather.

• Miscellaneous

1. If we have grounds to suspect any user or third party of cheating, deception or fraudulent or unsportsmanlike conduct of any kind (including, without limitation, manipulating the platform, choice of Winning Content) we reserve the right (in our absolute discretion) to disqualify any user, content or person we reasonably believe to be responsible for, or associated with, such activity.
2. We reserve the right to disqualify and remove from the platform any content that does not comply in full with these Submission Rules and/or that is submitted after the relevant Closing Date. The time and date of submission will be determined by us, based on the time and date of our receipt of the relevant content in accordance with the Brief.
3. We reserve the right to pass on any content which causes us concern (including any associated personal details) to the relevant authorities, at its sole discretion and/or where such disclosure is required by law.
4. We reserve the right to amend the Submission Rules at any time. Amended Submission Rules will apply to all Briefs posted on the platform after the amendments are made.
5. You may be required to reconfirm your acceptance of the Submission Rules before accepting the Treatment Fee or Budget. We reserve the right to request acceptable evidence of your eligibility and personal details, and may disqualify you if you fail to provide such evidence upon request.
6. To the extent permitted by law, you irrevocably agree that if your content is chosen as the Winning Content we, the Client and our respective licensees shall be entitled to use your name, likeness and biographical information for all advertising, marketing, publicity and public relations purposes without additional remuneration. You also irrevocably agree that you shall cooperate with, and take part in, reasonable publicity for and on behalf of us and the Client upon request, which shall include (without limitation) press and promotional activities, without additional remuneration.
7. It is specifically intended by you and us that the Client shall be a third party beneficiary under these Submission Rules. For the avoidance of doubt, the Client shall not have any obligation under these Submission Rules.
8. The construction, validity and performance of this Contract shall be governed by the state of New York, subject to any mandatory laws applicable in your jurisdiction, which prevail notwithstanding this governing law clause.
9. Flare Marketplace is a division of Energy BBDO, Inc., a Delaware corporation, with its primary office at 225 North Michigan Avenue, Chicago, IL 60601.