4.1. Creator warrants and undertakes that:
4.1.1. it will provide the Services using the degree of skill, care, and diligence which would reasonably and ordinarily be expected from a skilled and experienced provider of the Services (or of services materially similar to the Services under these Terms and Conditions);
4.1.2. if applicable, each member of personnel involved in the provision of the Services shall be suitably qualified, adequately trained, and competent to provide the relevant part of the Services in respect of which they are engaged and shall be bound by all the terms herein, as applicable.
4.1.3. except for customary and industry-standard video game content incorporated in the Deliverables, all material created, added, interpolated, and/or submitted by Creator, including, without limitation, the Deliverables, shall be original to Creator (or shall otherwise be properly licensed by Creator) and no part of such Deliverables shall be protected by any right of any third party; and
4.1.4. the Creator holds all rights, permissions, and consents necessary to perform the Services, use the Deliverables and to grant the licenses and rights provided under this Agreement;
4.1.5. it shall, at all times in performing Services under this Agreement and publishing any Deliverables, comply with all applicable laws, regulations, advertising standards, and platform policies, including requirements for clear and conspicuous disclosure of any material connection, truthful and non-misleading endorsements, and all rules relating to content involving or directed at minors. The Creator shall promptly make any changes reasonably requested by the Company or the Brand to ensure such compliance.
4.1.6. it will adhere to perform the Services in accordance with any applicable platform regulations and standard of conduct, including but not limited to the Federal Trade Commission's Guides Concerning Endorsements and Testimonials, EU Unfair Commercial Practices Directive, and the content guidelines outlined in Exhibit A attached hereto and incorporated by reference herein.
4.1.7. it will perform the Services with professional skill, care, and diligence in accordance with industry best practices and the Brand’s guidelines provided and referred to in the Order Form.
4.1.8. all impressions, clicks, and other engagements delivered under this Agreement and the relevant Order Form by the Creator shall be valid, human-initiated, and free from fraud. "Fraud" includes any invalid traffic (IVT) such as bots, automated scripts, incentivized clicks, unauthorised paid media placement, ad stacking, pixel stuffing, or any other method intended to artificially inflate metrics or misrepresent audience engagement.
4.1.9. it shall not use, license, sub-license, or permit the use of the advertising materials for any paid media placement, including but not limited to whitelisting, creator licensing, or promoting content through its own paid channels, without Truenorth's or Brand’s prior written approval for each specific use case. Any such unauthorized paid media use shall constitute a material breach of this Agreement.
4.1.10. the Services and Deliverables, as created by the Creator, will not infringe, misappropriate, or violate any intellectual property right, proprietary right, privacy right, or right of publicity of any third party.
4.1.11. all Services will be performed, and all content created by the Creator, in strict compliance with: (i) all applicable federal, state, provincial, local, and international laws and regulations, including but not limited to those governing advertising, consumer protection, data privacy (including the General Data Protection Regulation and similar laws), competition, and antibribery/corruption (including the UK Bribery Act 2010 and the U.S. Foreign Corrupt Practices Act); (ii) all applicable terms, policies, and community guidelines of the social media or digital platforms on which content is published; and (iii) the Advertising Standards Authority (ASA) CAP Code and all other relevant advertising standards in the jurisdictions of publication;
4.1.12. all influencer-generated content published by the Creator shall include clear and conspicuous disclosures as required by applicable law and regulatory guidance(e.g., #ad, #sponsored) in a manner clearly visible to the average consumer without requiring them to click through or take any additional action;
4.1.13. It will not engage in, any deceptive, fraudulent, or misleading marketing practices, including but not limited to the purchase of fake followers, bots, or inauthentic engagement;
4.1.14. It shall abstain from making or encouraging disparaging comments and any actions detrimental to the Brand or Truenorth.
4.1.15. It shall undertake not to modify and / or register any confusingly similar logos, trade names, trademarks or domain names in relation to the Brand’s IP.
4.1.16. The Creator shall provide Truenorth with reasonable access to performance analytics and statistics relating to Deliverables upon request.
4.2. If Truenorth or the Brand reasonably determines that impressions, clicks, views, or other engagement metrics associated with the Deliverables include fraudulent, invalid, or artificially generated activity (including but not limited to bots, click farms, purchased followers, incentivized engagement, automated scripts, or other invalid traffic), Truenorth may:
a) require the Creator (or the Agency, where applicable) to remedy the issue, including by re-performing the Services or providing replacement Deliverables at no additional cost;
b) reject the affected Deliverables;
c) withhold or reduce the applicable Fees; and/or
d) require repayment of any Fees already paid in respect of the affected Deliverables. Repeated or material instances of fraudulent or invalid engagement shall constitute a material breach of this Agreement, entitling Truenorth to terminate the applicable Order Form immediately.