Academy Terms & conditions
1. GENERAL
This website (www.viralacademy.co.uk) ("Website" or "Academy") is provided by Ann Summers Limited, a private limited company registered under number 01034349, whose registered office address is at Gold Group House, Godstone Road, Whyteleafe, Surrey, CR3 OGG ("Ann Summers", "we" or "us").
1.2 By signing up to the Academy, you agree to be bound by these terms and conditions ("Academy Terms"). these Academy Terms should be read together with the Privacy Policy and Guidelines (defined in paragraph 2.2 below), both of which are incorporated into these Academy Terms by reference. If you do not agree to any of these Academy Terms, then please do not sign up to the Academy or make a Submission (defined in paragraph 2 below).
1.3 We reserve the right to change these Academy Terms from time to time. If we do, we will post the revised Academy Terms on the Website and, if you are registered with us, we will also inform you by email. Your continued use of the Website after changes have been posted means that you agree to be bound by the Academy Terms as revised. It is therefore important that you check these Academy Terms regularly, especially as the Academy Terms which applied when you made Submissions in the past may not necessarily be the same in the future.
2. THE VIRAL ACADEMY
The Ann Summers Viral Academy offers you the chance to submit viral marketing ideas ("Submissions") to the Academy in response to briefs posted periodically on the Website by Ann Summers.
Our commitment
2.1 We will post up to four briefs on the Website in each twelve month period. The successful entry (or entries) for each brief will be awarded a production budget equal to the production quote submitted for that entry, up to a maximum of £25,000 in total for all successful entries for a particular brief. The successful entries will be distributed through our normal viral distribution systems and channels, and may be featured on third party websites. If we and any successful entrant so agree, we will work with that successful entrant to try to promote the Viral (as defined in paragraph 2.4 below) for awards.
Entries
2.2 Each brief will be based on a particular theme. Details relating to each brief (including the theme, objectives and the deadline for Submissions), together with any specific criteria and guidelines relating to the format of Submissions (such as technical specifications relating to file format and size), can be found on the Website at the page entitled The Brief. These are collectively known as the "Guidelines".
2.3 All Submissions to the Academy must comply with the Guidelines relevant to that brief. All Submissions must include details of the basic idea/concept, a story board, and a production budget setting out a detailed breakdown of the costs of producing a fully developed viral based on the Submission. Unless otherwise specified in the Guidelines, the proposal can be in any style (for example, a film, animation, game, quiz, story, image or other viral marketing tool or a combination of any of these).
Eligibility
2.4 To sign up to the Academy you must be resident in the United Kingdom and, if an individual, 18 years of age or older. You must sign up to the Academy in order to make a Submission (see paragraph 3 below). You must also be able to develop your Submission into a fully developed viral ready for use in accordance with these Academy Terms (the "Viral") should your Submission be successful.
2.5 You must not sign up to the Academy or make a Submission if you are employed by, or are acting on behalf of, a competitor of Ann Summers.
2.6 Subject to paragraphs 2.4 and 2.5 above, whilst the Viral Academy is aimed at creative and media agencies, any company or individual is eligible to sign up to the Website and to make a Submission provided they comply with these Academy Terms.
Successful Submissions and Rewards
2.7 A panel comprising representatives from Ann Summers, Goodstuff Communications LLP and, if Ann Summers so decides, a relevant third party (such as Handbag.com) shall decide in the panel's absolute discretion which Submission(s), if any, have been successful in respect of each brief. This panel is entitled to choose more than one successful Submission per brief and may, in its absolute discretion, decide that no Submission made has been successful. It is a condition precedent of success that the successful entrant transfers (or procures the transfer of) all rights in the Submission and Viral to Ann Summers in accordance with paragraph 4 below.
2.8 The creator of the successful Submission(s) will be informed by email and the name(s) of the successful agency or individual will be posted on the Website. We will use our reasonable endeavours to post this information on the Website within 8 weeks following the closing date for the relevant brief, and may email you to tell you when this has been done.
2.9 Each successful Submission shall be given a budget, equal (unless otherwise agreed by the successful entrant and Ann Summers) to the budgeted production costs in that Submission, to fund the development of the successful Submission(s) into the Viral, provided that Ann Summers shall not be required to provide more than £25,000 in aggregate for the production of all the successful Submissions for any particular brief.
2.10 If your Submission is successful, you will be responsible for producing the Viral, within the budget allocated to you by Ann Summers in accordance with paragraph 2.9 above. If you are not able to produce the Viral within this budget, you shall be responsible for the excess costs incurred in producing the Viral. The successful entrant and Ann Summers may agree variations to the successful Submission and, if so, shall also agree how any changes to the production budget resulting from such variations shall be funded. You may not involve any third party in the production of the Viral without our prior written consent.
2.11 Once complete, Ann Summers shall own all rights in and to the Viral in accordance with paragraph 4 below and may exploit the Viral in any way it deems, in its absolute discretion, to be appropriate. This might include, but is not limited to, distributing the Viral through Ann Summers' viral distribution systems and adapting the Viral for use in Ann Summers' stores, catalogues and for other non-viral uses.
3. SIGNING UP TO THE ACADEMY
3.1 In order to access details of the briefs posted on the Website and to make a Submission, you must register your details online with us. When registering, you must provide complete and accurate information and keep this information up to date. This is the information we will use to notify you if your Submission has been successful or if any of these Academy Terms change. For information on how we may use your details, please see the Privacy Policy posted on the Website.
3.2 You must keep your password confidential and secure at all times, and inform us immediately if you suspect that the confidentiality or security of your password has been compromised. You are solely responsible for all activity which occurs on your user log in, and your further agree not to use anyone else's log-in details in order to make use of the Website.
4. RIGHTS IN SUBMISSIONS AND VIRALS ETC
Submissions
4.1 Unless and until we notify you that your Submission has been successful, we do not claim any rights of ownership in your Submission. However, by making your Submission to the Academy, you grant us a royalty-free, sub-licensable, irrevocable licence to use, store and copy your Submission for the purposes of judging your Submission, and to keep a copy of your Submission for internal archiving purposes and to comply with any legal and/or regulatory obligations. You agree that until the successful Submission(s) for the relevant brief has been announced, you will not make any use of your Submission or allow anyone else to do so.
4.2 You agree that, if your Submission is not successful, to the extent your Submission makes use of intellectual property rights owned by Ann Summers pursuant to paragraph 4.6 below, you shall remove all such intellectual property before making any further use of the Submission. If you are notified that your Submission has been successful, the provisions of paragraphs 4.3 to 4.5 inclusive below shall apply.
Successful Submission/Viral
4.3 In consideration of us supplying the production budget for the Viral in accordance with paragraph 2 above, if and when we notify you that your Submission has been successful, all rights (including but not limited to copyright) in that Submission shall be transferred to Ann Summers, and you irrevocably agree to assign (and to procure that any relevant third party assigns) all such rights to Ann Summers. All rights (including but not limited to copyright) in the Viral resulting from the successful Submission shall be owned by Ann Summers and you also irrevocably agree to assign (and/or to procure that any relevant third party assigns) all such rights to Ann Summers. You may not, after being notified that your Submission has been successful, make any use of the Submission or the Viral other than to produce the Viral in accordance with these Academy Terms unless such use has the prior written approval of Ann Summers.
4.4 If your Submission is successful, you agree to exercise, and/or procure the exercise of, all moral rights and rights of a similar nature throughout the world in or relating to your Submission and the Viral only as we direct, and to waive, and/or to procure the waiver of, all such rights as against Ann Summers. Notwithstanding this waiver, we shall use reasonable efforts to credit your Submission and the Viral as having been created by you wherever it is used or displayed (where practicable), and to publicise your Submission and/or the Viral in the trade press.
4.5 You agree to sign all documents and do all things (and to procure that any relevant third party signs all documents and does all things) that we may reasonably request in order to confirm and vest in us the rights in the Submission and the Viral in accordance with paragraph 4.3 above and to deal with moral rights in accordance with paragraph 4.4 above. If all rights in the successful Submission and the Viral are not assigned to Ann Summers or the moral rights are not dealt with in accordance with paragraph 4.4 above, then we may nullify your success and select an alternative successful Submission. If you do not wish the rights in your Submission and the Viral to be assigned as set out in paragraph 4.3 above or to deal with moral rights as set out in paragraph 4.4 above, please do not make a Submission to the Academy.
Our Licence to You
4.6 You are permitted to use the name "Ann Summers" and our logos (and any other proprietary name or logo of Ann Summers expressly referred to in the brief) in your Submission and, if your Submission is successful, in the Viral. This licence is non exclusive, royalty-free, and limited to use for the purposes of creating and entering your Submission and, if your Submission is successful, creating and producing the Viral.
Publicity
4.7 If your Submission is successful, then you will give us reasonable assistance and co-operation in publicising that fact at our expense.
5. YOUR PROMISES
5.1 You are solely responsible for your own Submission and the consequences of submitting it to us for the purposes set out in these Academy Terms. You warrant, represent and undertake to us that:
5.1.1 your Submission is your own original work;
5.1.2 you own all the rights in your Submission and/or you have obtained all permissions, consents, waivers and/or releases from third parties which are necessary in order for you to make, and for us to assess, your Submission; this includes but is not limited to all music and script clearances and all permissions, consents and/or releases for actors and/or from the relevant persons in relation to locations, products and names and likenesses of any identifiable individuals (living or dead) which feature in your Submission;
5.1.3 if you make a Submission as an individual, your employer does not own any rights in your Submission, whether under statute, contract or otherwise, and you have not breached any term of your employment in making the Submission;
5.1.4 you are entitled to grant us the licence set out in paragraph 4.1 above;
5.1.5 your Submission does not, and will not when used or made available for any of the purposes specified in these Academy Terms, either: (a) infringe any intellectual property rights, moral rights, rights in performances, publicity rights, rights of privacy or any similar rights of any person; (b) breach any contract with, or any obligation of confidentiality owed to, any person; or (c) violate any law;
5.1.6 we will not, nor will anyone who acquires rights in your Submission through us, become liable to pay you or any third party any royalties, permission fees or other sums for the use of your Submission;
5.1.7 your Submission does not contain anything which is fraudulent, dishonest, misleading, defamatory, libellous, malicious, threatening, harassing, racist, sexist, harmful, offensive, obscene, pornographic, unlawful or otherwise objectionable, and it does not (nor is it likely to) promote or encourage any activity or behaviour of any such nature; and
5.1.8 your Submission does not contain any viruses or Trojans and is not otherwise technologically harmful.
5.2 If your Submission is successful and you produce the Viral, you warrant, represent and undertake to us that:
5.2.1 the Viral is your own original work;
5.2.2 you own all the rights in the Viral and/or you have obtained all permissions, consents, waivers and/or releases from third parties which are necessary in order for you to make, and for us to exploit, the Viral as envisaged by these Academy Terms; this includes but is not limited to all music and script clearances and all permissions, consents and/or releases for actors and/or from the relevant persons in relation to locations, products and names and likenesses of any identifiable individuals (living or dead) which feature in the Viral;
5.2.3 if you make the Viral as an individual, your employer does not own any rights in the Viral, whether under statute, contract or otherwise, and you have not breached and will not breach any term of your employment in making the Viral;
5.2.4 you are entitled to assign (and/or to procure that any relevant third party assigns) all rights in your Submission and/or the Viral in accordance with paragraphs 4.3 and 4.5 above, and to agree to exercise and waive (and/or to procure that any relevant third party exercises and waives) all moral rights as set out in paragraphs 4.4 and 4.5 above;
5.2.5 the Viral does not, and will not when used or made available for any of the purposes specified in these Academy Terms, either: (a) infringe any intellectual property rights, moral rights, rights in performances, publicity rights, rights of privacy or any similar rights of any person; (b) breach any contract with, or any obligation of confidentiality owed to, any person; or (c) violate any law;
5.2.6 we will not, nor will anyone who acquires rights in the Viral through us, become liable to pay you or any third party any royalties, permission fees or other sums for the use of the Viral except as set out in the production budget comprised in your Submission;
5.2.7 the Viral does not contain anything which is fraudulent, dishonest, misleading, defamatory, libellous, malicious, threatening, harassing, racist, sexist, harmful, offensive, obscene, pornographic, unlawful or otherwise objectionable, and it does not (nor is it likely to) promote or encourage any activity or behaviour of any such nature; and
5.2.8 the Viral does not contain any viruses or Trojans and is not otherwise technologically harmful.
5.3 If you are an individual, we reserve the right (as a condition of your Submission being successful) to seek confirmation from your employer that paragraphs 5.1.3 and 5.2.3 above are true and accurate.
6. BREACHES OF these Academy Terms AND/OR THE WEBSITE TERMS
6.1 We reserve the right not to consider your Submission and/or to nullify the success of your Submission and/or to withdraw funding for the Viral and/or to claim a refund of any and all funding provided to that point if you are (or we have a reasonable suspicion that you are) in breach of these Academy Terms and/or the Website Terms, and to investigate and take appropriate action in response to any actual or suspected breaches.
6.2 We also reserve the right to suspend temporarily or permanently your user log in and/or your access to the Academy if you commit a serious breach of these Academy Terms and/or the Website Terms or if you have breached these Academy Terms and/or the Website Terms more than twice. Returning to the Academy by creating another user log in in these circumstances is strictly prohibited. If this happens, we will inform you by email and where possible in advance of action being taken, unless this is impracticable, contrary to any law or court order or would prejudice any investigation.
7. INDEMNITY
You agree to indemnify and keep indemnified and hold harmless Ann Summers, its affiliates and sub licensees (and their respective agents, officers and employees) from and against any and all claims, liabilities, losses, damages, costs and expenses (including but not limited to legal expenses) which any of them may incur or suffer arising out of or in connection with any breach of the warranties, representations and undertakings contained in paragraphs 5.1 and/or 5.2 above. This indemnity will continue to apply even if we exercise any of our rights pursuant to paragraph 6 above.
8. GENERAL
8.1 These Academy Terms are governed by English law. If any dispute arises in connection with these Academy Terms, you agree to submit to the exclusive jurisdiction of the courts of England and Wales. We may bring an action in any court of competent jurisdiction.
8.2 The illegality or invalidity of any part of these Academy Terms will not affect the legality or validity of the remainder of them. These Academy Terms constitute the entire agreement between us and you regarding the use of the Academy. The failure of Ann Summers to exercise or enforce any right or provision in these Academy Terms and/or the Website Terms will not operate as a waiver of such right or provision.