Terms & Conditions

Updated 4/7/2018 with Privacy Policy paragraph and link to full Privacy Policy

 

Welcome to Poplar, an online creative community linking up Augmented Reality (“AR”) content creators with major brands, allowing you to create content, get paid for any content selected up by a brand and build your creative portfolio in the process.  Poplar is operated by Founders Factory Limited (“Poplar”).

Poplar works with its brand partners (each, a “Brand”) to establish creative briefs to be published on Poplar’s creative platform and offered to Poplar’s creative community of which creators produce 2D, 3D and AR content (each, a “brief”).

These Terms and Conditions, together with the Privacy Policy, each Brief and any other acceptable terms of use made available by Poplar from time to time (together, the “Terms”) govern your use of the Poplar creative platform located at https://poplar.studio (the “Site”), your entry into any Brief and any Content you upload or submit to Poplar.  

For the purposes of these Terms, “Content” includes audio and audio-visual content, print advertisements, radio advertisements, banner advertisements, articles, artwork, designs, models, renders, textures, sketches, wireframes, storyboards, information, text, graphics, photos, videos, music, sound-recordings, and any other content, materials or information provided by you to Poplar or a Brand or uploaded by you to the Site.

It is very important that you read these Terms carefully. This is a legal document and you should obtain independent legal advice before entering into these Terms. By accepting these Terms or using the Site, you agree to be bound by them. IF YOU DO NOT ACCEPT ANY PART OF THESE TERMS, THEN YOU SHOULD NOT CLICK TO ACCEPT THESE TERMS, USE THE SITE, ENTER ANY BRIEFS OR SUBMIT ANY CONTENT TO POPLAR.

These Terms in a nutshell:

You must be over 18 years of age to use the Site, enter any Briefs or submit any Content to Poplar.

To be paid for your Content, your Content must be eligible in accordance with these Terms and the Brief.

Your Content must be owned by you and you must not submit any Content to Poplar that infringes the rights of any third party.

Your Content must not be abusive, offensive, discriminatory, violent, sexually explicit or harmful to our Brands. Please see section 5 of these Terms for more details.

Poplar will own all the rights in the Content you submit to it and it may assign those rights onto Brands or other third parties.  You may not use or allow anyone else to use your Content, although you will be entitled to show your Content as part of your professional portfolio.

You may get paid for use of your Content by Poplar or a Brand.  Please see section 8 of these Terms for further details.

If your Content or use of the Site causes Poplar or a Brand any damage, you will be responsible to Poplar or such Brand for that damage.

1. General

By accepting these Terms, using the Site, creating a Poplar account, entering a Brief or submitting any Content to Poplar, you agree to these Terms and confirm to Poplar that you are 18 years of age or over.  

We may update these Terms from time to time to reflect any changes in our policies, relevant laws and regulatory requirements, in the functionality of the Site or which are imposed on us by any brand partners.  If you are a registered user, we will notify you by email within a reasonable time before the change takes effect. You will be asked to click to accept the new Terms next time you use the Site. If you do not agree with the updated Terms you should not click to accept them and you should stop using the Site.

2. Your Poplar Account

To use the Site, enter any Brief or submit any Content to Poplar, you will need to register with Poplar using your name and valid email address.  

You are responsible for your Poplar account and any activity that takes place on your Poplar account.  You must ensure that your password is, and remains, secure and confidential. Poplar reserves the right to suspend or remove your Poplar account or prohibit your use of the Site, without prior notice and without responsibility or liability to you, if Poplar believes there may have been a breach of these Terms.

By registering an account with Poplar, you consent to being placed on Poplar’s e-mail  and communications mailing list for promotional and other purposes. However, you may opt out of receiving commercial or promotional e-mails from Poplar by emailing privacy@poplar.studio

 

  1. Data Protection

 

Both Poplar and you (and your Authorised Users) each represent and warrant that it will at all times comply in full with the requirements of any applicable Privacy Rules and will refrain from engaging in any behaviour that renders or is likely to render the other party in breach of any applicable Privacy Rules.

 

To the extent that we processes personal data about any natural person (“Personal Data”, which may be referred to as “personally identifiable information” in the Privacy Rules of some countries) supplied or collected by or your behalf (“Customer Personal Data”) in the course of providing access to our Platform, it will do so as a data processor acting on your behalf (as data controller) and in accordance with the requirements of these Terms. The terms “data processor,” “data controller,” “process” and their derivatives will have the meanings ascribed to them under the Privacy Rules enforceable in the geographic territories where such processing occurs, or if not defined in any territory, they will have their plain language meanings in that territory.

 

We will process any Customer Personal Data in accordance with your lawful instructions under applicable Privacy Rules and we will not: (a) assume any responsibility for determining the purposes for which or the manner in which Customer Personal Data is processed; or (b) other than certain Non-Proprietary Data that may be Personal Data under the Privacy Rules, process any Customer Personal Data for its own purposes.

 

You will process and disclose Customer Personal Data in accordance with the provisions of any applicable privacy policy and the applicable Privacy Rules, and if we are instructed by you to collect any Customer Personal Data through any of our services, you will use such Customer Personal Data solely for the purposes identified, including within any applicable privacy policy in order to provide the individual who provides such Customer Personal Data with the requested goods, services or information requested from you; provided, that you agree not to, and to require your clients and any third parties with whom you share Customer Personal Data not to: (a) merge or attempt to merge user data obtained via the Platform with any existing Customer Personal Data; or (b) re-identify any individual with any Customer Personal Data, in each case without first obtaining the express, opt-in consent of such individual to such merger or re-identification; further provided, that this requirement does not apply where such Customer Personal Data is your lawfully-obtained proprietary information.

 

We have in place and maintain throughout the application of these Terms appropriate technical and organizational measures to prevent accidental or unauthorized destruction, loss, alteration or disclosure of Customer Personal Data. You acknowledge that we have the right to delete Customer Personal Data in accordance with our data retention policies and to disclose, modify or delete Customer Personal Data in accordance with these Terms or as required by Privacy Rules.

 

You authorise us to subcontract the processing of Customer Personal Data under these Terms to one or more third parties provided that we: (a) comply with the Privacy Rules; (b) flow down our obligations to protect the Customer Personal Data to any subcontractor we appoints; and (c) remain responsible for any failure to comply with the Privacy Rules by any subcontractor it appoints to process Customer Personal Data.

 

In the course of performing the Services, certain technologies may be used by us in relation to websites or applications which you use or which your authorised users, their respective customers have access, as well as other websites, applications and online and mobile presences to improve, analyse and measure the success of advertising campaigns delivered using our Platform, or to research, augment or improve our own proprietary technologies in a way that does not identify you, your authorised users, or their respective customers. You will ensure that you (and your Authorised Users, where applicable) obtain all appropriate and necessary consents, and provide all necessary information, to enable the use of such technologies in compliance with the Privacy Rules. In particular, you will ensure that individuals are informed of their ability to refuse or opt-out of our technologies at any time by emailing a Poplar Privacy Officer at privacy@poplar.studio. You agree that we have no responsibility or liability for any of your technologies or third party technologies deployed or used by you on our Platform.

 

Use of our Platform is also governed by Poplar’s privacy policy (“Privacy Policy”), which is incorporated into this Agreement by reference. The Privacy Policy can be found on our website at poplar.studio/privacy-policy. You will maintain, implement and at all times comply with a publicly-available privacy policy that in all material respects meets or exceeds the substantive provisions of our Privacy Policy.

 

Without limiting the application of any of this section above, where you are an owner or publisher of one or more websites, applications or other digital properties in which advertisements are heard, viewed or displayed (each, a “Site”) it will comply with the Privacy Rules and commercially reasonable industry standards and practices, including: (a) maintaining a privacy policy conspicuously on each Site that complies with the Privacy Rules and, at a minimum, includes disclosures on your interest-based advertising activities, the types of data collected from users of the  Sites, the Sites’ use of any such data and any disclosures or transfer of such data to third parties, and the types of technologies used by the Site to collect such data; (b) providing a brief explanation within your and each Site’s privacy policy explaining that it works with third party ad providers and, if applicable, allows such third party ad providers to engage in interest-based advertising activities, serve Content and use technologies on the Site to collect user data for use in connection with the delivery of advertising and content; and (c) including in your and each Site’s privacy policy, where applicable, a conspicuous link to an industry opt-out page that allows users to opt-out of the interest-based advertising activities of third party ad providers, such as the opt-out tool made available by the IAB from time to time.

 

You will not append any third party tags to our tags, nor will you allow any third party tracking or tagging (collectively “Third Party Tags”) through the Platform unless any provider requesting to implement Third Party Tags is in full compliance with this section 14 and the Privacy Rules, including, without limitation, by presenting users with notice and choice to opt-out of data collection and processing in connection with such Third Party Tags. You will provide Poplar and any client we represent, where applicable, with notice of any Third Party Tags you wish to implement on the Platform. We reserve the right to validate any Third Party Tags or provider thereof for compliance with this section and the Privacy Rules, and for authenticity, and is under no obligation to allow the implementation of Third Party Tags. We may create lists of providers of Third Party Tags who are certified to append Third Party Tags in the Platform, and reserves the right to block any providers who are not validated for compliance; and without derogating from the above, You will be solely responsible for any Third Party Tags implemented through the Platform by you, any Authorised User, any provider or any other person authorized to act on your behalf, including any damage, cost or claim resulting from appending such Third Party Tags.

 

In this section:

 

(i) “Privacy Rules” means, collectively: (i) the requirements of any privacy and data protection laws, treaties, inter-governmental agreements, and regulations to which a party is subject in the conduct of its business (ii) the following digital advertising industry rules to the extent applicable to the conduct of a party’s business in the territories where such rules apply: (a) all United States Federal Trade Commission (“FTC”) rules and guidelines regarding the collection, use and/or disclosure of information from or about a unique user of a website, application and/or mobile website and/or the device associated with such user; (b) all enacting legislation of European Union member states of directives of the European Parliament and Council related to the processing of personal data or the storage of or access to information stored on an individual person’s computing equipment, including mobile devices; and (c) any amendments, modifications, extensions, supplements or replacements of or to any of the foregoing; and

 

(ii) “Non-Proprietary Data” means any non-proprietary and anonymous or pseudonymous data that may be generated or obtained by Poplar in connection with the Services, including data included in the HTTP header or HTTP response, such as user agent strings and time stamps; IP addresses; URLs not provided by or on behalf of Customer; and persistent and non-persistent identifiers, such as session IDs, cookie IDs, cache-based IDs, mobile advertising identifiers and device IDs.

4. Eligibility to enter Briefs

Briefs are only open to registered users of Poplar who are 18 years or over.  Poplar may require proof of age and residency to verify your age and location.

If the Content you submit as an entry to a Brief (an “Entry”) is selected by Poplar or the applicable Brand partnering with Poplar on such Brief (the “Featured Brand”), you may be eligible to win a reward in accordance with the Brief.  To be eligible to win a reward, your Entry must be completed and received by Poplar in accordance with these Terms, the Brief and any other terms or details related to the specific Brief notified to you by Poplar.

Directors, officers and employees of: (i) Poplar; (ii) the Featured Brand; and (iii) any of Poplar or the Featured Brand’s respective parent companies, affiliates, subsidiaries, agents, professional advisors or agencies, are not eligible to win any reward or be paid a usage fee but may submit an Entry to Poplar.

No purchase or payment is necessary to submit an Entry or win a reward for a Brief.

5. How to submit an Entry

Poplar shall publish new Briefs on the Site.  The Brief will set out, amongst other details, the deadline by which any Entry must be submitted and the creative scope for the Brief.  To submit an Entry, you should visit the relevant Brief page on the Site, complete the online registration form and submit your Content, along with any required copyright licences, before the Entry deadline.

All information requested in the Brief and the online registration form must be provided in full and in English in order for your Entry to be valid.

To operate the Site or submit any Entry to Poplar you are required to have a working internet connection.  Poplar is not responsible for any charges you may incur in using the Site or creating your Entry. Poplar, the Brands and any of their respective parent companies, subsidiaries, affiliates, directors, officers, professional advisors, employees and agencies shall not be responsible for: (i) any late, lost, misrouted, distorted or damaged Entries; (ii) any lack of functionality or failure to submit an Entry that is due to your equipment (including your device, internet connection, operating system or settings and software); (iii) any printing or typographical errors in any Entry; or (iv) any disruptions or failure to submit an Entry due to reasons beyond Poplar’s control.

6. Your Content

Any Content you submit to Poplar or a Brand as part of an Entry must be your own original work.  Your Content must not previously have been published, released or distributed in any form and it must not have been submitted to, or won, any competition or award.  To be eligible, your Content must adhere to the Brief, in the sole opinion of Poplar.

Any content (including audio, music, images, designs, renders, audio visual content and graphics) used within your Content must be original to your Content or must have been cleared for use in your Content and to enable you to make the grant of rights set out in these Terms, prior to submitting your Entry.  If you have obtained clearances from the rights holder of any content contained within your Content you must provide such clearances to Poplar when submitting your Entry.

If any person appears in your Content, is otherwise identified in your Content or in any way contributes to your Content, you must obtain all applicable releases, consents and assignment of rights required in order to enable you to make the grant of rights set out in these Terms, prior to submitting your Entry.  If any person appearing in, identified in or contributing to your Content is under the age of 18, you must obtain such releases, consents and assignment of rights from that person’s parent or legal guardian.

You shall at all times ensure that your Content does not:

  1. a) contain any content, information or material that infringes the rights of any third party including copyright, trademark rights, confidential information or rights of privacy;
  2. b) violate any applicable laws;
  3. c) contain any content or material that is offensive, abusive, defamatory, libellous, derogatory, bullying, discriminatory, obscene, violent, sexually explicit, indecent, which promotes or encourages violence, terrorism or any other illegal acts or which is likely to harass, upset, embarrass or alarm any person;
  4. d) in any way promote or incite anyone to commit or assist in any unlawful or criminal activity or anti-social behaviour, or encourage activities which could endanger the safety or wellbeing of others;
  5. e) except as set out in the Brief, include any advertising or promotional messages;
  6. f) except as set out in the Brief, include or refer to any names, products or services of any company or contain any third party trademarks or logos;
  7. g) cause harm to or degrade the goodwill associated with the trade marks, trade names, name, products or services of the Featured Brand;
  8. h) without prejudice to (e) above, advertise or promote any competitor of the Featured Brand;
  9. i) impersonate any third party or otherwise misrepresent your affiliation with any third party;
  10. j) identify any person without their consent, or the consent of their parent or legal guardian if they are under 18 years of age;
  11. k) disclose anyone’s personal contact details or invade their privacy; and
  12. l) contain any viruses or other malicious or harmful programs.

Poplar reserves the right in its sole discretion to disqualify any Entry containing Content that does not, or Poplar believes does not, comply with these Terms and the applicable Brief.  The decision of Poplar as to the eligibility of any Entry shall be final and binding.

7. Assignment of your Content

By submitting an Entry, you assign to Poplar (by way of present assignment of present and future rights) with full title guarantee the entire copyright and all other rights, title and interest in and to the Content submitted in your Entry to hold throughout the world for the full period of copyright.  Subject to your licence to use your Content for your own portfolio as set out below, Poplar shall have the exclusive use of your Content for all means of exploitation in all media and may assign these rights in your Content to the Featured Brand or to any other third party.

By submitting an Entry, you waive for the benefit of Poplar and its successors in title, assignees, licensees and sub-licensees all moral and like rights which may now or in the future vest in you in respect of the Content submitted in your Entry.  You agree that you have obtained all relevant consents and assignment of rights from all persons who have contributed to the Content submitted in your Entry in order to enable you to make the grant of rights set out in these Terms.

You agree that you shall, if required to do so by Poplar, execute all further agreements needed to ensure that all rights granted under these Terms fully vest in Poplar and that Poplar holds all consents required for its full use of your Content.

Poplar shall not use or assign any rights in and to the Content submitted to your Entry to the Featured Brand until the Featured Brand has paid Poplar the rewards or fees specified in the Brief for that Brief.

You further grant to Poplar the right to use and authorise others to use your name, photograph, biography (as provided by you), voice and likeness in connection with the Brief and any subsequent use of your Entry by Poplar or the Featured Brand.

8. Licence of your Content

Poplar hereby grants to you a perpetual, irrevocable, non-exclusive, non-transferable, royalty free, worldwide limited licence to use, reproduce and display the Content submitted in your Entry solely in connection with the creation and display of your portfolio of professional products or services and otherwise not for any other commercial or professional purpose.

9. Rewards and Payment

The reward and/or usage fee payable for a winning Entry or non-winning Entry will be set out in the Brief.  

Any reward, usage fee or other payment paid for an Entry pursuant to a Brief (a “Fee”) are: (i) non-negotiable and may not be exchanged for any alternative, cash equivalent or replacement; (ii) non-transferrable and (iii) non-refundable.  Notwithstanding the foregoing, Poplar reserve the right, in its sole discretion, to substitute a Fee for a prize or payment of equal or greater value or a cash equivalent.

Winners will be selected by Poplar in collaboration with the Brand.  Winners will be selected from all eligible entries to the Brief and will be judged on the following criteria, unless otherwise specified in the Brief: (i) creativity; (ii) context; (iii) technical specifications; and (iv) production quality.  Decisions of Poplar are final.

If your Entry is selected as a winning Entry or is eligible for a Fee, Poplar will notify you at the email address you used to register your Poplar account.  You must confirm your acceptance of the Fee to Poplar within 30 (thirty) days of receipt of such notification, otherwise you will lose the right to claim the Fee.  Poplar will pay any Fee due to you within 90 (ninety) days of receipt of the Fee from the Featured Brand.

Poplar reserves the right in its sole discretion to extend the deadline by which any Entry may be submitted, amend the Brief and withdraw Briefs and the corresponding Fees for that Brief (if Poplar seems there to be an unsatisfactory number of entries to the Brief or the minimum number of entries to the Brief has not been met or any other reason of Poplar’s choosing).

10. Warranties and Indemnity

You warrant and represent to Poplar that:

  1. a) your Content is original to you and you have obtained all rights and consents necessary to grant the assignment of rights to Poplar pursuant to these Terms;
  2. b) your Content, as at the date of Entry, is not the subject of any actual or threatened litigation or claim;
  3. c) your Content has not been previously published, distributed or otherwise exploited;
  4. d) your Content will not infringe the rights of any third party, including any intellectual property rights, rights in confidential information or rights in privacy;
  5. e) you have obtained all necessary assignments, permissions, consents and waivers from any person appearing in or contributing to your Content;
  6. f) your Content will comply with these Terms and all applicable laws;
  7. g) your content will not contain any contaminated file, viruses, worms or other similar harmful or destructive code or program;
  8. h) you will be responsible for all tax and national insurance contributions in respect of all payments made to you under these Terms;
  9. i) you have obtained or will obtain any and all necessary travel documents, insurance, visas, clearances and any other documentation that may be required in order to adequately cover the activities undertaken or locations visited by you in connection with your Entry or participation in a Brief.

You shall indemnify Poplar, its affiliates, successors, licensees, assigns, employees, officers, directors and the Featured Brand (the “Indemnified Parties”) and keep the Indemnified Parties indemnified from and against all claims, demands, actions, proceedings, costs, damages, losses and expenses arising out of any breach or alleged breach of any of these Terms by you.

11. Limitation of Liability

Nothing in these Terms shall limit your or Poplar’s liability for death or personal injury arising from the negligence or fraud of that party or for any other liability that cannot be limited or excluded as a matter of law.

The Site and any material displayed on the Site is provided without any guarantees, conditions or warranties as to its accuracy, suitability or reliability.  Poplar will not be liable for you for any lack of performance, or the unavailability or failure of the Site.

You agree to release and hold harmless Poplar, the Participating Brand and their respective affiliates, partners, successors, assigns, agents, licensees, employees, directors and officers (the “Released Parties”) from any liability for any loss or damage incurred by you in connection with the Site, any content available on the Site, your Entry or participation in a Brief.  The Released Parties assume no responsibility for any loss or damage caused to your or any other third party’s device, software or operating system resulting from submitting an Entry or downloading materials or software in connection with a Brief.

You acknowledge and agree that in the event of any breach of failure to comply with these Terms by Poplar, your only remedy will be an action in law for damages, if any, actually suffered by you.  In no event shall you be entitled to receive injunctive or equitable relief or to enjoin or restrain the exploitation of your Content or Entry.

Poplar makes no warranties, representations, undertakings or guarantees of any kind, including, without limitation, any warranties, representations, undertakings or guarantees as to the safety and suitability of any activities undertaken or locations visited by you, in connection with your Entry or participation in any Brief.

You acknowledge that you are best placed to assess the risks associated with the undertaking of any activity or the visiting of any location in connection with your Entry or participation in any Brief.

Poplar shall not be liable for any loss or damage suffered or incurred by you in connection with any Brief. You agree to release and hold harmless Poplar, the Brand and their respective affiliates, partners, successors, assigns, agents, licensees, employees, directors and officers (the “Released Parties”) from and against any losses and/or damages suffered or incurred by you in connection with any Brief. You agree to indemnify Poplar in respect of all suits, claims, demands, causes of action, liabilities, losses and/or damages suffered or incurred by Poplar arising out of or in connection with any Brief.

12. Termination

We may terminate these Terms and close your Poplar account at any time on giving you reasonable notice without responsibility or liability to you if we cease to provide the Site or if you breach these Terms.

You may terminate these Terms and close your Poplar account by notifying us at privacy@poplar.studio and thereafter ceasing to use the Site or enter any Briefs.

13. Governing Law

These Terms, and any dispute, proceedings or claim of whatever nature arising out of or in connection with them or their formation (whether contractual, tortious or otherwise) shall be governed by and construed in accordance with English law and you and Poplar agree to submit to the exclusive jurisdiction of the English courts.

14. Miscellaneous

Nothing in these Terms is intended to create a relationship between you and Poplar akin to that of employer and employee, principal and agent, partnership or joint venture or any other fiduciary relationship.  You shall not be entitled to insurance or any other benefits afforded to Poplar employees.

Poplar may delay enforcing its rights under these Terms without losing them.

If any part of these Terms is determined to be legally invalid or unenforceable, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Terms shall continue in effect.

These Terms constitute the entire agreement between you and Poplar in relation to the Site, Briefs and your Entry and Content.

Other than the Featured Brand, no third party shall have any rights of enforcement of these Terms under the Contracts (Rights of Third Parties) Act 1999.

Thanks for reading! 🙂