1.1. Mention Me Limited are registered in England and Wales under company number 08382730 with a registered office at 20-22 Wenlock Road, London, N1 7GU ("we", "our" or "Mention Me"). Mention Me's UK VAT number is 177039686. Should you have any questions on these terms please get in contact with us at support@mention-me.com.
1.2. Mention Me provides the technology, support and administration services (the "Services") to enable merchants (the "Merchant") to run programmes (each a "Programme") through which they can offer their customers or clients rewards ("Rewards"). These Programmes may include the following services:
1.2.1. refer-a-friend services where customers or clients are offered Rewards in exchange for those customers or clients ("Referrers") referring their friends ("Referred Friends") to the Merchant’s products or services (the "Merchant Goods or Services"); and
1.2.2.Influencer services where customers or clients are offered Rewards and/or commission in exchange for those customers or clients (“Influencers”) promoting and/or publishing content or otherwise performing such agreed activities for or on behalf of a Merchant or with regard to the Merchant Goods or Services. A Merchant may call an Influencer by an alternative name which will be set out in the Mention Me Platform or as otherwise determined by a Merchant; and
1.2.3. such other services where customers or clients are offered Rewards or the option to provide feedback to Merchants.
1.3. These terms apply to individuals who are accessing or using a Programme as a Referrer, a Referred Friend, Influencer and/or otherwise a customer and the use of "User" or "you" shall be a reference to any of these terms as the context permits.
1.4. Any reference to Merchant shall include Mention Me acting for and on behalf of a Merchant. Any act of omission may be taken by Mention Me for and on behalf of a Merchant.
1.5. By participating in a Programme and using the Services, Users agree to these Terms and Conditions. If you do not agree to these Terms and Conditions in their entirety you should not participate in the Programme in any manner. Users may not participate in the Programme where doing so would be prohibited by any applicable law or regulations.
1.6. We reserve the right to modify or amend at any time these Terms and Conditions. Any amendments or new terms and conditions will be available on our website and/or via the landing page of the website where the relevant Programme is being offered. The Terms and Conditions that apply to you shall be the Terms and Conditions published at the time you participate in the relevant Programme.
2.1. The Programme, and your participation in it, is also subject to the Programme Terms and Conditions which are made available on the webpage where the relevant Programme is being offered.
2.2. You acknowledge and agree that the Programme is being offered and made available by the relevant Merchant. Mention Me’s role and responsibility is limited to providing technology, administration and support services to the Merchant in connection with the Programme.
2.3. By agreeing to these Terms and Conditions and participating in a Programme you confirm that:
2.3.1. You are at least the minimum age permitted by applicable law to enter into these Terms and Conditions;
2.3.2. all of the information you have or will provide to Mention Me during your receipt of the Services is true and accurate, to the best of your knowledge; and
2.3.3. You are responsible for configuring and maintaining your hardware, software and network connection to enable you to access any Mention Me Platform (as defined below).
2.4 You agree that you will not, whilst using the Mention Me Services or accessing the Mention Me Platform:
2.4.1. use the Services for any illegal or immoral purposes, or for any purpose other than your participation in a Programme;
2.4.2. use the Services in any way that interrupts, damages or impairs them, or otherwise renders the Services less efficient;
2.4.3. impersonate any other person (living or dead), misrepresent your connection with a person or entity, or provide false or otherwise misleading information; and
2.4.4. access or attempt to access the accounts of other users or to penetrate or attempt to penetrate the security measures of the Mention Me Platform.
2.5. If we reasonably believe that you have breached any of these Terms and Conditions, we reserve the right to immediately suspend or terminate your use of the Services without notifying you, and without further liability to you, including without any liability in respect of you no longer being able to participate in or benefit from any Programme.
2.6. We will not charge you a fee for receiving the Services. We may receive a payment from the relevant Merchant for your participation in the Programme.
For the refer-a-friend services
2.7. When you send a communication to a Referred Friend, you confirm that:
2.7.1. any such Referred Friend is personally known to you;
2.7.2. You have, where reasonably practical, obtained the consent of the Referred Friend before contacting them;
2.7.3. You understand that you are the sender of all communications under the Services, and you should comply with all applicable laws in relation to the sending of electronic communications; and
2.7.4. You will not enter or otherwise use information of any third party or Referred Friend in order to use the Services for any bulk email distribution, distribution to strangers, or any other promotion of a personal link in a manner that would constitute or appear to constitute (in Mention Me’s sole discretion) unsolicited commercial email or "spam".
2.8. For a User to qualify for a Reward, a Referred Friend must:
2.8.1. not be a current customer and have never been a customer of the Merchant under any email address or alias;
2.8.2. have purchased goods or services from the Merchant having accessed the Programme; and
2.8.3. comply with any other criteria notified to it.
For the influencer services:
2.9. You shall:
2.9.1. Comply with your obligations set out in a campaign (as hosted and described in the Mention Me Platform);
2.9.2 Comply with the reasonable instructions of the Merchant, its suppliers or Mention Me;
2.9.3. Create any deliverables and submit it to the Merchant for approval in accordance with the approval timetables set out in a campaign (as hosted and described in the Mention Me Platform) and amend the deliverables and resubmit for approval in line with any feedback from the Merchant;
2.9.4. Once approved by the Merchant, upload the deliverables onto the media owned or controlled by you in accordance with any timing deadlines set out in a campaign (as hosted and described in the Mention Me Platform), and maintain such deliverables during the usage period if set out in a campaign (as hosted and described in the Mention Me Platform);
2.9.5. Allow Merchant and its suppliers to upload the deliverables onto the media that is outside of your control;
2.9.6. (at any time, both during and after the usage period) remove or amend the deliverables immediately from any media owned or controlled by you at the request of the Merchant; and
2.9.7. Use reasonable skill and care in the provision of the deliverables in connection with a campaign.
2.10. Under applicable laws and self regulatory codes of practice (including the Committee of Advertising Practice Code), the fact that a Merchant has paid you to create content, or include a product reference in its marketing must be transparent to the public. Therefore, you shall:
2.10.1. comply with all applicable laws and all rules, guidance, codes of practice and adjudications including if performing tasks in the UK the CAP Code and the guidance issued by the Advertising Standards Authority and the Committee of Advertising Practice, as well as the Consumer Protection from Unfair Trading Regulations 2008 and all guidance issued by the Competitions and Markets Authority;
2.10.2. ensure that the labels #ad or #advert or #paid (as well as any campaign hashtags as set out in a campaign (as hosted on the Mention Me Platform)) is placed prominently and legibly on all deliverables, and that such label is visible to the viewer prior to the viewer engaging with such deliverables;
2.10.3. obtain the Merchant’s prior approval before using any other hashtag disclosure that is not specified in a campaign (as hosted on the Mention Me Platform);
2.10.4. comply with the Merchant’s instructions when referring to the Merchant’s products or services in the deliverables and comply with the content guidelines provided by a Merchant, its suppliers or Mention Me;
2.10.5. ensure all deliverables are truthful, socially responsible, not defamatory or harmful to any third party, not illegal or offensive, not violent and do not depict dangerous or anti social behaviour;
2.10.6. not do anything or authorise any activity (whether directly or indirectly) in post production of the deliverables which could be misleading in relation to the effects of use of the Merchant’s Goods or Services;
2.10.7. ensure that any opinions expressed by you in the deliverables are honestly held and are not exaggerated; and
2.10.8. not include any third party content or intellectual property rights (including by way of example, music, logos, other people, other brands’ products) in the deliverables unless it has obtained permission from the relevant rights holder.
2.11. During any usage period (as set out in a campaign (as hosted on the Mention Me Platform)), you agree not to do or say anything (or omit to do or say anything) that may cause adverse publicity to you, the Merchant, its business or its products or Merchants or the campaign.
2.12. You grant to the Merchant the following usage rights in respect of the deliverables:
2.12.1. use the deliverables in the media and the territory for the duration of the usage period (if specified in a campaign (as hosted and described in the Mention Me Platform)); and
2.12.2. use your name, image, likeness, voice in the media and the territory for the duration of the usage period (if specified in a campaign (as hosted and described in the Mention Me Platform)).
2.13. The Merchant will not repost the deliverables after the usage period, but given the nature of the internet, the deliverables may be available online after the usage period. You agree that Merchant shall not be responsible for removing any deliverables from any third party media after the usage period, or for any use of the deliverables by third parties either during or after the usage period.
2.14. After the usage period, you shall not take down any deliverables from the Media under its control without the prior approval of the Merchant.
2.15. Where Merchant provides any materials, copy, product names, logos, trade marks or other information for inclusion in the deliverables (“Merchant Materials”), you shall follow all instructions in relation to such usage, and shall cease use of the Merchant Materials on the Merchant’s request.
2.16. Unless agreed with Merchant in writing in advance, you will not otherwise refer to any Merchant Materials without the prior written approval of Merchant and will not alter, adapt or edit the Merchant Materials in any way unless expressly authorised to do so. All intellectual property rights in the Merchant Materials shall remain the property of the Merchant. You shall not obtain any rights in such Merchant Materials and all goodwill in such Merchant Materials will accrue to the benefit of the Merchant.
2.17. You undertake not to engage in any practices in relation to promotion of the deliverables which artificially increase the perceived engagement with the deliverables. By way of example only, such prohibited practices could include:
2.17.1. paying (whether directly or indirectly) a third party to increase the number of likes on deliverables and/or on your channels in order to make its content appear to have a wider and more engaged audience than it actually does;
2.17.2. Using (or authorising others to use) automated means such as bots, software or programmes to increase the number of likes, comments, shares or other engagements with deliverables;
2.17.3. Non human fraudulent likes or followers; and/or
2.17.4. Other unethical, dishonest, non organic or non human methods of increasing perceived engagement with the deliverables.
2.18. In the event that the Merchant and/or Mention Me has a reason to suspect that you have breached this clause this shall entitle the Merchant (or Mention Me on the Merchant’s behalf) to remove you from its influencer programme and shall entitle Mention Me to remove you from any other influencer programme.
2.19. The Merchant or Mention Me on behalf of the Merchant will pay you the consideration and/or provide you with such Reward as set out in a campaign (as hosted on the Mention Me Platform), subject to satisfactory receipt of all deliverables in accordance with a campaign (as hosted and described in the Mention Me Platform) and subject to Mention Me first receiving all relevant funds from the Merchant.
2.20. The consideration shall be payable in accordance with the payment milestones and may be subject to receipt of a valid invoice from you as well as any other necessary checks required by applicable law.
2.21. All sums payable under this Agreement are exclusive of VAT and any other applicable taxes.
2.22. The consideration shall be inclusive of all fees and expenses (including any travel, accommodation, wardrobe, rehearsal, usage fees, studio, repeat fees, residual, union and/or equity fees) which might otherwise be or become due and payable. Consideration may be reduced by any transaction fees or otherwise fees incurred by the Merchant and/or Mention Me in the fulfilment of paying consideration and/or the delivery of rewards, products or services.
2.23. Where the Consideration includes free or discounted product or services, such product or service shall be for your personal use only, and you shall not be entitled to sell or give away such product or service to third parties.
2.24. You shall provide the Merchant with such reports, analytics and data as shall be requested by the Merchant (and in accordance with any requirements set out in a campaign) during and after a campaign in order to assist the Merchant in reviewing the campaign’s success and viewer engagement with the deliverables.
2.25. You warrant, represent and undertake to Merchant that:
2.25.1. you have the right and power to enter into this Agreement;
2.25.2. the use of the deliverables will not infringe any intellectual property rights or any other rights of any third party;
2.25.3. the deliverables are not defamatory, libellous, slanderous, obscene or likely to cause offence;
2.25.4. you have not and will not commit a criminal offence and will not commit an act or omission that would be likely to cause the Merchant, the Merchant’s products or services and Mention Me any adverse publicity;
2.26. You shall indemnify Merchant and Mention Me against all costs (including reasonable legal costs), claims, expenses and liabilities incurred by Merchant and Mention Me in connection with any breach of its obligations set out in this Agreement.
2.27. Merchant and/or Mention Me shall have the right to end you being an influencer immediately on written notice to you:
2.27.1. If you commit a material breach of these terms and, if such breach is capable of remedy, you fail to remedy the breach within 7 days;
2.27.2. If you fail to fulfil any of your obligations;
2.27.3. If you commit an act or omission which causes adverse publicity to you, the Merchant, Mention Me or the Merchant’s products or the campaign; or
2.27.4. If you become incapacitated, bankrupt or otherwise unable to perform your obligations.
3.1. Our obligations to you under these Terms and Conditions are limited to Mention Me using commercially reasonable endeavours to provide the Services to you in respect of your selected Programme.
3.2. All Programmes are independently operated by Merchants under separate Merchant Terms and Conditions. To benefit from any Programme, you must enter into an independent agreement between you and the relevant Merchant, which Mention Me will not be a party to and under which we will have no rights or obligations.
3.3. Whilst we take reasonable steps to ensure Merchants operate responsibly and in compliance with applicable laws, Mention Me has no control over the operation of any Programme, and will not be liable for:
3.3.1. the performance of any Merchant under any Merchant Terms and Conditions;
3.3.2. the variation, suspension or cancellation of any Programme;
3.3.3. the offer, redemption or fulfilment of any Reward to you or any Referred Friend under any Programme; or
3.3.4. the supply of any Merchant Goods or Services to you or any Referred Friend by a Merchant under or in relation to a Programme.
3.4. We reserve the right to suspend or terminate the provision of some or all Services to the Merchant in respect of any Programme (whether generally or in respect of a specific User) at any time upon receipt of a request to do so by the Merchant or if we reasonably consider that such suspension of the services is necessary in the interests of Mention Me, the Merchant or any User.
3.5. Please be aware that internet transmissions are never completely private or secure and that any message or information you send using any Mention Me Platform may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.
3.6. Users will be provided with a unique and personal Mention Me "sharing dashboard" page or account to view their referrals and any Rewards to which they are entitled.
4.1. You agree that Mention Me (in its capacity as data processor for the Merchant) may receive and use your personal data (including, without limitation, your name, telephone number, email address and postal address) in connection with and for the purposes of administering the Programme (the "Personal Data").
4.2. All Personal Data held by Mention Me is dealt with strictly in accordance with our Privacy Policy, a copy of which can be viewed here.
4.3. We do not knowingly process personal data from children. If you are a child do not use or provide any information about yourself including without limitation your name, address, email address or screen name or user name you may use. If we learn that we have collected or received personal data from a child without verification of parental consent, we will delete that information. If you believe that we may have any information from or about a child, please contact us at the email address above.
5.1. Certain of the web pages you visit or IT infrastructure you use in connection with the Programme may be hosted or operated by Mention Me (the "Mention Me Platform"). We do not guarantee that the Mention Me Platform will be secure or free from bugs or viruses.
5.2. You are responsible for configuring your information technology, computer programmes and platform to access our site. You should use your own virus protection software.
5.3. You must not misuse the Mention Me Platform by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack.
5.4. Web pages we operate, including the Mention Me Platform, may contain links to other independent web pages which are not operated by Mention Me, including those operated by Merchants. Such independent sites are not under Mention Me’s control, and we are not liable for, and give no warranty or guarantee of any sort, that we have checked, screened or approved their content or their privacy policies in any way.
5.5. You will need to make your own independent judgement about whether to use any such third party sites, including whether to buy any products or services offered by them.
6.1. The Services, the Mention Me Platform, and all information and materials contained on or in them, and all intellectual property rights which are expressed or embodied in any of them are the property of Mention Me or our licensors, and nothing in these Terms and Conditions is intended to transfer any rights in any of them.
6.2. You agree that any comments, communications, ideas or other materials or information ("Customer Suggestions") that you may provide to us through or in relation to the Services and the website is provided on a non-confidential basis. Furthermore, you agree that any Customer Suggestions you provide will be deemed to be our property once supplied to us and you assign all and any intellectual property rights that may exist in the Customer Suggestions to us. We will be under no restriction in relation to the Customer Suggestions and may use it as we see fit.
7.1. No part of these Terms and Conditions are intended to exclude or limit in any way our liability to you where it would be unlawful to do so. This includes our liability for:
7.1.1. death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; or
7.1.2. fraud or fraudulent misrepresentation.
7.2. We will not be liable to you for any financial or economic loss or for any consequential or indirect loss such as loss to reputation, lost bargain, lost profit, loss of anticipated savings or lost opportunity arising as a result of or in connection with your participation in the Programme (whether suffered or incurred as a result of our negligence or otherwise).
7.3. For the avoidance of doubt, the liability excluded under clause 7 includes any loss arising from your dealings with any Merchant or arising from the Merchant Goods or Services and we shall have no liability to you whatsoever for any act or omission of the Merchant in connection with the Merchant Goods or Services or any of the matters set out in clause 3.3 above.
7.4. No part of these Terms and Conditions are intended to affect your legal rights.
8.1. No term of these Terms and Conditions will be enforceable by virtue of the Contract (Rights of Third Parties) Act 1999 by any person that is not a party to it.
8.2. We may assign or sub-contract any of our rights or obligations under these Terms and Conditions.
8.3. If any provision of these Terms and Conditions is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from these Terms and Conditions and rendered ineffective as far as possible without modifying the remaining provisions of these Terms and Conditions and shall not in any way affect any other circumstances of or the validity or enforcement of these Terms and Conditions.
8.4. The agreement between you and Mention Me under these Terms and Conditions is personal to you and may not be transferred by you to any third party.
8.5. These Terms and Conditions shall be governed by English law and you agree that any dispute (contractual or non-contractual) arising out of or in connection with these Terms shall be submitted to the exclusive jurisdiction of the courts of England.