As of February 16, 2023
The Hasbro Licensing Digital Content Guidelines may be updated by Licensor for time to time and any such updates shall be effective upon posting of such changes, unless Licensor specifies a different effective date for a particular change. Licensee is responsible for checking the Hasbro Licensing Digital Content Guidelines for updates throughout the Term.
HASBRO LICENSING DIGITAL CONTENT GUIDELINES
Subject to execution of an applicable License Agreement (“License Agreement”), these Hasbro Licensing Digital Content Guidelines (“Guidelines”) govern the use of any Licensed Property to promote, advertise, and/or make sales in connection with the License Agreement via ”Digital Platforms” (as defined below). Capitalized terms not defined herein have the meanings set forth in the applicable License Agreement. In the event of any inconsistency between these Guidelines and the License Agreement, the terms of the License Agreement shall control.
For purposes of these Guidelines, “Digital Platforms” should be interpreted broadly to include any and all websites, social networking and social media platforms, mobile apps, online services, user-generated and user-uploaded content platforms, gaming platforms (e.g., Twitch), blogs, online discussion threads and comments sections, user-modified websites (“wikis”) and any related sites, services, applications, programs, systems and other online communication and publishing methods in any form (including those not yet developed) . “Digital Content” means any and all content utilizing, including, incorporating, derived from, associated and/or related to any Licensed Property (including without limitation, any components, characters, game play or game play elements of any Licensed Property) and/or any variants or adaptions of such (including but not limited to those developed by or for Licensee) and/or any marks, names or logos of the foregoing, including without limitation, the “look and feel” of any Licensed Property that is posted, tweeted, reposted, retweeted, live-streamed, uploaded, shared, published or otherwise made public via any Digital Platform by or on behalf of Licensee.
A. General
For avoidance of doubt, subject to the terms and conditions of these Guidelines, Licensee’s right to advertise and promote the products and/or services (as applicable) granted under the License Agreement includes the right to do so through Digital Platforms. Any and all Digital Content shall be submitted through the LAS and be subject to Licensor’s prior written approval in accordance with the License Agreement.
Approval of Digital Content shall be granted or withheld in Licensor’s sole and absolute discretion and may be withheld despite Licensee’s full compliance with these Guidelines and/or Licensee’s Hasbro license agreement. Unless otherwise provided in writing, Licensor’s approval of Digital Content (if granted) extends only to the display of such Digital Content for the purpose of advertising, promoting, and/or selling the products and/or services (as applicable) in accordance with the terms of the License Agreement, solely on the Digital Platforms specifically approved by Licensor for such Digital Content.
Notwithstanding anything to the contrary, neither these Guidelines nor any approvals given by Licensor shall in any way (1) supersede or otherwise limit Licensee’s obligations under any applicable License Agreement (including without limitation Licensee’s obligations to comply with “Applicable Laws” (as defined in the License Agreement), Licensee’s obligations to indemnify, defend and hold harmless Licensor); (2) constitute an opinion on the lawfulness of Digital Content; or (3) be construed as acceptance by Licensor of any responsibility or liability whatsoever. All Digital Content and any use thereof is subject to the terms of the License Agreement, and all right, title and interest in and to any Digital Content produced by and/or on behalf of Licensee and using the Licensed Property is owned by Licensor and/or its licensors and/or its designees (as applicable) in accordance with the License Agreement.
Licensee shall ensure that all Digital Content complies with these Guidelines as well as all Applicable Laws.
B. Digital Content Restrictions
In addition to the restrictions and obligations set forth in the License Agreement, Licensee, Digital Content and the Digital Platforms which any Digital Content is displayed on may NOT:
1. use any Licensed Property in any way that contradicts or conflicts with the applicable License Agreement;
2. commingle or combine any Licensed Property with non-Licensed Property trademarks, brands, characters, products, or properties without Licensor’s express prior written approval, except (a) for Licensee’s own trademark(s) when used as a source identifier (for example, use of Licensee’s own logo in advertising as approved by Licensor in Licensor’s sole discretion) and/or (b) as otherwise expressly permitted in the License Agreement (if at all);
3. sell, or permit others to sell, third-party products and/or services (a) together with sales in connection with the License Agreement without Licensor’s prior written approval in Licensor’s sole discretion (and only if and as expressly permitted under the applicable License Agreement) and/or (b) under a “Hasbro” or Licensed Property brand heading except as expressly permitted in the License Agreement (if at all);
4. use any Licensed Property animation, moving image clip, trailer, video or music or other audio/visual work (“Clip”) except and solely to the extent any such right is expressly granted to a Licensed Property Clip(s) in the License Agreement, or any talent name, voice or likeness (including, without limitation, any of the foregoing originating from, owned and/or controlled by eOne, Licensor, Licensor’s licensors or affiliates or any production entity connected thereto);
5. use Licensed Property as a sole means of driving Internet traffic to any Digital Platform for any reason, other than to promote and advertise the products and/or services (as applicable) granted under the License Agreement;
6. purport to communicate on behalf of or impersonate Licensor, Licensor’s parent and/or any Licensor’s licensors, subsidiaries or affiliates, and/or any employee, officer, director, agent, of any of the foregoing via any Digital Platform;
7. use in paid search advertising (e.g., Google AdWords, True View or Promoted Videos, ads on Facebook or similar advertising products on social media websites or otherwise online) key words that are misleading or deceptive with respect to the products and/or services (as applicable) being advertised or sold;
8. use Licensed Property in, or as part of any domain names or URLs (e.g., www.nerftoys.com); however, Licensee shall be permitted to create subpages or subsites separately promoting the products and/or services (as applicable) granted under the License Agreement within or as part of existing Digital Platforms owned and/or operated by Licensee (e.g., www.licensee.com/nerftoys) subject to Licensor’s prior written approval in Licensor’s sole discretion, and provided such Digital Platforms and the Digital Content on such Digital Platforms otherwise complies with these Guidelines and the License Agreement;
9. reference or link to any Digital Platforms owned or operated by Licensor or Licensor’s licensor, parent, subsidiary and/or affiliate without Licensor’s express prior written approval in Licensor’s sole discretion on a case-by-case basis;
10. use any Licensed Property in, or as part of, any profile pictures, cover photos, usernames, screen names, handles, email addresses or other Digital Platform account name/page identifiers;
11. use or permit use of any Licensed Property in connection with material or third parties that contradict, tarnish, detract from or diminish the goodwill associated with the Licensed Property, Licensor, Licensor’s licensors and/or Licensor’s affiliates, including but not limited to use of Digital Platforms that (and/or Digital Platforms that link to other Digital Platforms that): (a) encourage or commit infringement of intellectual property rights, (b) are likely to harm, damage, prejudice, impair and/or misuse the Licensed Property, and/or bring the Licensed Property, Licensor, Licensor’s licensors and/or Licensor’s affiliates into disrepute (including, without limitation, any Digital Platform calculated or likely to cause any of the foregoing to be associated with obscene, sexually explicit, graphically violent or other inappropriate content or material, or with the promotion, provision or endorsement of any products, services, forums or activities that are illegal in any territory in which the Licensed Property is used), (c) are defamatory and/or demeaning, and/or ridicules, attacks and/or discriminates against individuals on the basis of age, color, national origin, race, ethnicity, religion, gender, sexual orientation or disability, (d) contain any pornographic, lewd or obscene content, include intense violence and/or are harmful to children, (e) promotes or endorses illegal drug use, tobacco, alcoholic beverages and/or fire arms, (f) is otherwise inappropriate, discriminatory, in bad taste or otherwise likely to cause offense, and/or (g) are identified in writing by Licensor from time to time) and/or which degrades, tarnishes or damages the goodwill or reputation of Licensor, Licensor’s licensors and/or Licensor’s affiliates and/or any third party;
12. use any Licensed Property with the image, likeness, or voice (including sound-alikes or look-alikes) of any celebrity, living or dead, without Licensor’s express prior written approval in Licensor’s sole discretion (and subject to Licensee obtaining all necessary third-party permissions and releases); provided, however, that purely factual references or quote attributions may be permissible (subject to Licensor’s prior written approval in Licensor’s sole discretion) if permitted under Applicable Laws and subject to Licensee obtaining all necessary third-party permissions and releases;
13. utilize or request any user-generated content featuring any Licensed Property from end users or consumers without Licensor’s express prior written approval in Licensor’s sole discretion on a case-by-case basis, and subject to Licensee obtaining all necessary permissions and releases for such to ensure compliance with the terms of the License Agreement.
C. General Marketing & Advertising Guidelines
Licensee acknowledges that the same consumer protection laws and general advertising guidelines that apply to advertising and marketing in traditional media also apply to Digital Platforms, and Licensee agrees that all Digital Content containing marketing and advertising messages shall comply with all such laws and guidelines applicable to the “Territory” as defined in the License Agreement (and Licensee shall self-regulate its compliance to the extent required by such laws and guidelines), including the advertising and content guidelines promulgated by the Children’s Advertising Review Unit (CARU), as well as any international equivalents. In any event, Digital Content must comply with the following guidelines:
1. General Requirements. In addition to all other obligations and requirements under the License Agreement, Digital Content granted under such License Agreement shall:
a. adhere to all applicable terms of use/service, rules and policies of any Digital Platform (including social media platforms) used by Licensee in connection with the License Agreement;
b. be legal, decent, fair, honest, truthful and not misleading (whether due to an act or omission of the Licensee and/or its Representatives), and include all important information in the main content or copy (or a disclaimer, if applicable – see below);
c. be obviously identifiable as a marketing communication;
d. not contain anything which is likely to cause serious or widespread offense or likely to result in physical, mental or moral harm;
e. when intended for children, not exaggerate what is attainable by an ordinary child when using the products and/or services (as applicable) granted under the License Agreement;
f. not be placed on Digital Platforms intended for children if it contains any adult-directed content;
g. accurately depict typical performance of product and/or services expected during normal use and/or operation;
h. accurately depict actual production model performance if prototypes or special effects are used;
i. have adequate and proper substantiation for all claims (not just expert opinion);
j. make clear what’s included in the initial purchase (and what is not), and disclose any separate purchases required;
k. depict safe use of any product and/or services;
l. not imply that expressions of opinion are objective claims;
m. clearly distinguish between reality and fantasy (including animation and stop motion photography) and not stimulate unreasonable expectation, taking into account the limited knowledge, experience, sophistication, and maturity of the audience;
n. not have any subliminal advertising messages;
o. not be a part of a bait advertising scheme or practice; and
p. not be a part of any comparative advertising practices.
2. Use of Disclosures/Disclaimers. Licensee is responsible for ensuring that marketing/advertising includes proper disclosures when necessary (including, for example, labeling the content as an “Ad” if that is not otherwise clear). Such disclosures should, at a minimum:
a. be used to clarify content that might be unclear;
b. be easily understood, as well as clear and conspicuous;
c. be consistent with and not contradict the main copy, content or claim;
d. be close to the claims to which the ad relates, prominent and unavoidable;
e. be in audio when content is intended for children;
f. be presented in an adequate volume and cadence, if in audio;
g. appear for a sufficient duration (at least 3 seconds or longer based on length of disclosure), if visual; and
h. contain language that is understandable to the intended audience.
3. Prohibited Digital Platforms. Licensee understands and agrees that the reputation of the Licensed Property, Licensor, Licensor’s licensors and/or Licensor’s affiliates in the community and in the eyes of the general public as family-oriented is of the utmost importance to Licensor and, therefore Licensee acknowledges and agrees that it shall not place, or engage any third-party to place, any advertising, marketing or other promotional material containing the Licensed Property onany Digital Platforms that contain gambling, adult or pirated content and/or any Digital Platforms in violation of the terms of the License Agreement and/or these Guidelines, including but not limited to Section B.1. of these Guidelines.
4. TikTok Digital Platform. In addition to strict compliance with these Guidelines and the License Agreement, including required Hasbro approval of all Digital Platforms including TikTok, Licensee agrees to strictly adhere to the following with respect to Digital Content on the TikTok digital platform. Licensee shall:
a. Use only established influencers with a history of compliant and responsible posts;
b. Publish only content that appeals to an adult (18+) audience, content should not appeal to children in terms of subject matter, visual or audio content; including that:
c. Refrain from using any Licensed Property and/or the “Hasbro” name and/or other Licensor brands in account names and require that influencers do the same;
d. Refrain from Calls to Action (CTAs), including Duet function – Duet function must be disabled/turned off for all videos; and
e. Investigate, fully understand, and keep current on all settings and mechanics related to use of the TikTok digital platform to ensure any options or settings maximize privacy protection and not collecting or sharing personal information with or from TikTok, whether in paid media or organic posts.
5. Hashtags. Subject to Licensor’s express prior written approval in Licensor’s sole discretion on a case-by-case basis, Licensee may use a Licensed Property and/or “Hasbro” in or as part of as hashtags (e.g., #Hasbro, #HasbroFTW) provided that:
a. the hashtag must only be used in a functional manner (i.e., as a communication tool on the respective Digital Platform) in direct connection with usage of any Licensed Property under the License Agreement; and
b. the hashtag may not contain any non-Licensed Property names, brands and/or trademarks, or any other property names, brands and/or trademarks, except where Licensee’s own mark(s) and the name of the Licensed Property are separated by an “x” (e.g., #LICENSEE NAMExMYLITTLEPONY), subject to Licensor’s prior written approval in Licensor’s sole discretion, and provided the hashtag is used only on Digital Platforms and not on packaging or physical assets.
6. Use of Iconography in Advertising Content. Except where directed specifically to adults (e.g., packaging copy on preschool or collectors’ products), advertising or promotional Digital Content should not use logos or iconography for any Digital Platforms with a minimum age requirement above the age grading for the products and/or services (as applicable) granted under the License Agreement being promoted/advertised. Licensee shall ensure that any use of badges, logos or icons are compliant with the then-current terms of use and any requirements/guidelines of the applicable Digital Platform.
7. Working with Third Parties. All of the guidelines under this Section C apply to all Digital Content regardless of whether Licensee or a third party created it (including, for example, an influencer or blogger). If Licensee engages a third party to create content or if Licensee intends to use or promote a third party’s content (for the avoidance of doubt, the definition of “Third Party” under the License Agreement shall be deemed to include such third parties), then Licensee is responsible for making sure the content meets all of the Guidelines and the terms of the applicable License Agreement, and Licensee shall:
a. conduct reasonable due diligence before engaging each Third Party;
b. communicate requirements to Third Party bloggers and influencers (for example, to disclose any relationship with Licensee);
c. regularly monitor any Third Party Licensee has hired, paid and/or authorized to review, feature and/or otherwise advertise any content, products or services in connection with the License Agreement (and if any aspect of this monitoring is delegated to an agency, then Licensee must regularly review reports of such monitoring, and must do its own direct, periodic monitoring);
d. ensure the Third Party will allow Licensee to pull advertising or end a relationship if such Third Party does not comply with these Guidelines, License Agreement and/or any Applicable Laws (including, but not limited to, properly disclosing the relationship between the influencer and Licensee, and/or fairly and accurately describing the content, products or services in connection with the License Agreement);
e. obtain Licensor’s advance prior written approval (in Licensor’s sole discretion) for all influencers/endorsers with whom Licensee intends to work in connection with the License Agreement and for paid influencers/endorsers, maintain approval rights over such advertising and marketing content; and
f. for Digital Content that includes Third Party influencers or endorsements, Licensee will comply with the endorsements FAQs and Guides Concerning Use of Endorsements and Testimonials in Advertising, published by the Federal Trade Commission and any updates or revisions to such, which may include, for example:
i. disclosing Licensee’s relationship with the content creators or talent (influencers and bloggers) within the content;
ii. ensuring that the endorsement reflects the endorser's actual experiences and beliefs, that they are not presented out of context or in a distorted fashion and that they are supported by affidavit (i.e., if the endorser claims to be an “expert,” he or she must truly possess the necessary qualifications);
iii. ensuring that influencers and endorsers are current users of the endorsed product or services; and
iv. fully disclosing any connection between the endorser and the Licensee that might materially affect the weight or credibility of the endorsement or any other Digital Content (e.g., by labeling applicable Digital Content with “Advertisement” or using “#Ad” in digital ad copy).
D. Guidelines for Promotional Digital Apps
1. Promotional Only. Subject to the terms of the applicable License Agreement, these Guidelines, and Licensor’s approval and review rights, Licensee may use Licensed Property in connection with Digital Content which is a digital application that is of a promotional quality and nature (“Promotional App”).
a. To be considered as a “Promotional App” under these Guidelines:
i. The app must be developed, produced, published and/or distributed by or on behalf of Licensee for the primary purpose of promoting and marketing the products and/or services (as applicable) granted under the License Agreement;
ii. Any and all gameplay must be contained solely within the app, and the app should not be permitted to connect to, or otherwise work with, any products;
iii. The depth and length of the gameplay must be promotional in nature (e.g., shorter game play (approximately five (5) minutes), fewer levels, is less involved, and/or is less complex than revenue-generating mobile app games), have simple, limited play experience and shall not have extended play or persistent play that can be played one day and continue in the next;
iv. Multi-player gameplay must not be allowed, whether asynchronous or in real time;
v. End users must not be permitted to store or otherwise retain game scores or other game data beyond the user’s current, active game session and the app shall not permit account creation;
vi. The app must only be distributed and/or available for download during a promotional window no longer than 60 days;
vii. The app cannot be revenue-generating and shall not allow or contain any advertising other than directly for the product and/or services (as applicable) granted under the License Agreement;
viii. The app shall not be listed or offered within the “Game” or similar category of any app distribution channel;
ix. The app shall not involve gambling or other activities in which a player can receive payment or awards of cash or cash equivalents or virtual currency that may be purchased using real world money, whether as a result of luck, skill or a combination thereof; any digital games that simulate “real world” gambling activities, for example, online casinos, bingo, slots, poker, etc., whether involving cash, cash equivalents or virtual currency;
x. The app shall be primarily intended for and marketed to Data Subjects over thirteen (13) years of age and shall have an ESRB rating of “E for Everyone”;
xi The app shall comply with all standards, requirements and vendor/licensee codes of the app distribution channel(s);
xii The app shall not utilize the Licensed Property in connection with the Licensed App’s name and/or app icon; and
xiii Licensee agrees that the Promotional App and all descriptions, marketing materials and/or other consumer facing material in connection with the Licensed App, including those within any app distribution channel, (A) will clearly indicate that Licensee is the publisher of the Promotional App; and (B) will not imply that Licensor is an publisher or developer of the Promotional App, nor imply that Licensor has any involvement with the Licensed App other than as the licensor of any Licensed Property (if any) contained in the Promotional App in accordance with the terms of the License Agreement.
b. Other than Promotional Apps, except as expressly set forth in the License Agreement, Licensee shall have no right to use any Licensed Property in or as part of any interactive and/or digital games, whether playable on consoles, personal computers, mobile devices, handheld devices, or any other format.
2. Stickers. Licensee’s use of digital “stickers” shall be limited exclusively to “stickers” derived directly and without modification from content within a Licensor-approved Promotional App. Licensee must request Licensor’s permission prior to using digital “stickers” featuring any other content, or prior to using a separate “sticker” app.
3. Approvals. For the avoidance of doubt, Licensor will have approval over all aspects of the Promotional App at all stages (including at concept stage) in connection with the use of and/or integrity of the Licensed Property and/or compliance with the terms of the License Agreement. Licensee agrees that, if so required by any governmental entity, or if required in accordance with ESRB guidelines, it shall submit the Promotional App to such third party as is designated by the governmental entity (or, if applicable, to the ESRB) for the purpose of obtaining consumer advisory rating code(s) for the Promotional App. Any and all costs and expenses incurred in connection with the procurement of such consumer advisory rating code(s) shall be borne solely by Licensee. Licensee shall be solely responsible for providing customer and technical support to its customers and Data Subjects of the Promotional App equivalent to the customer and technical support customary in the industry and shall at all times maintain a staff of technical and administrative personnel sufficient to provide such support. This obligation to support the Promotional App survives the termination of the applicable License Agreement for one year.
4. Developers. Licensee may, subject to Licensor’s prior written approval, hire at its sole expense a third-party developer (hereinafter “Developer”) to develop the Promotional App. With respect to such Developer hired by Licensee:
a. For the avoidance of doubt, each such Developer shall be deemed a Third Party subject to the terms of the applicable License Agreement, and Licensee shall be responsible and primarily liable for all activities and obligations of the Developer(s) with respect to the Promotional App;
5. Compliance & Enforcement. Licensee must provide clear and accurate information about Promotional Apps or any other digital products when communicating directly to the consumer or via other means, including through platform operators or other third party “partners,” and ensure that such third parties provide Licensor with means by which Licensor can provide such information. If it is brought to Licensor’s attention that the information is not fully and accurately displayed, Licensor will require the partner to take reasonable steps to remedy the situation.
E. Digital Promotions
For purposes of these Guidelines, a “Digital Promotion” means any Digital Content which consists of any publicizing, sponsoring or administering of a sweepstakes, contest, competition, promotion or related offering (with or without a winner or prize) directly tied to the advertising of any services and/or products (as applicable) granted a License Agreement, via a Digital Platform.
1. General. Licensee shall be responsible for the lawful operation of any Digital Promotion, including the official rules, offer terms and eligibility requirements (e.g., age and residency restrictions) and compliance with Applicable Laws, including legislation and regulations governing the Digital Promotion and all prizes offered in connection with the Digital Promotion (e.g., registration, obtaining necessary regulatory approvals and the payment of any fees). Licensor’s approval of any materials related to the Digital Promotion shall not relieve Licensee of its obligations under the License Agreement, these Guidelines and Applicable Laws. Compliance with these Guidelines does not constitute an opinion on the lawfulness of a Digital Promotion.
2. Rules. The official rules must include at least:
a. a statement that Hasbro is not the sponsor of, and bears no liability in connection with, the Digital Promotion and that Hasbro does not collect or receive any entrant personal information with respect to the Digital Promotion;
b. if involving user-generated content, a statement that each participant assigns to Licensor and Licensor’s parent, licensors, affiliates and assignees all rights and associated goodwill created by use of the Licensed Property in such user generated content; and
c. a statement that each participant has no expectation of receiving compensation above that which may be awarded as a prize for winning the Digital Promotion.
F. Modification
These Guidelines are subject to change and may be modified by Licensor at any time to include additional obligations, guidelines, and/or restrictions or otherwise as Licensor deems appropriate/fit.