These Additional Terms – Brands are incorporated into and are part of the Agreement between you (as a Brand), and Reelio regarding your use of the Reelio Platform.  For the avoidance of any doubt, any SOW or Order Form and any terms contained therein shall be collectively referred to as the “Campaign Terms”.

All capitalized terms not defined herein shall have the meaning ascribed to them in the Terms of Use

 

1. Creation and Approval of Campaign Media.

1.1 Creators and Rights in Campaign Media. You will have the opportunity to select the Creator(s) to help promote the Campaign. From time to time, you may provide Campaign Assets owned by you, including without limitation representations of your trademarks, logos and other intellectual property (“Licensed Marks”), whether in digital form or otherwise, for use by Creators solely in connection with the Campaign. You grant to Creators a limited, nonexclusive, royalty-free license to use the Licensed Marks and other Campaign Assets for the sole purpose of developing and distributing the Campaign Media for the Campaign. The Licensed Marks and other Campaign Assets are and will remain your sole and exclusive property and no other right, title or license in the Licensed Marks is granted to Creators hereby. Creators agree to allow Brands and you hereby agree to request no more than two (2) rounds of feedback and edits with respect to the Campaign Media. Requests for additional edits will incur additional fees. Creators will retain all right, title and interest in and to the Campaign Media (excluding the Licensed Marks), unless otherwise set forth in the applicable Campaign Terms. The applicable Creators grant you the permission to use the Campaign Media as set forth in this Agreement or the applicable Campaign Terms. If you require any additional rights to use any Campaign Media or any other content from any Creator, you must contract directly with the applicable Creator to obtain those rights.

1.2 Certain Responsibilities in Full-Service Management. With respect to Full-Service Management, Reelio will use reasonable commercial efforts to (a) identify Creators for you to review and select in order to meet your creative and strategic marketing goals, and (b) to manage the Creators selected by you in connection with their creation of Campaign Media and any other services they provide to Brand with respect to the Reelio Platform. In addition, you agree that neither Reelio nor the Creator shall be responsible for any late delivery of the deliverables or Campaign Media that is caused in whole or in part by any failure or delay on the part of Brand to exercise the review and approval rights by the required dates set out in the Campaign Terms or to otherwise exercise the review and approval rights within a reasonable period of time in accordance with this Agreement. If you request additional deliverables (such as videos, rounds of revision, social posts or media buys) not covered in the Campaign Terms, such request will be considered “Out of Scope”. All Out of Scope requests will require an addendum (“Addendum”), which will specify what additional tasks are required and the effect on both the timing and pricing of the project. The Addendum must be approved by Creator before Creator will have an obligation to perform the services in connection with any such charge.

1.3 FTC Guides; Community Guidelines. In connection with each Campaign, you agree that you are responsible for complying with all applicable laws and regulations, including the FTC Guides Concerning the Use of Endorsements and Testimonials in Advertising (“FTC Guides”). For more information about the Guides, please visit the applicable page(s) of the Federal Trade Commission website . While Reelio may provide suggestions regarding FTC Guides compliance in its Reelio Platform Community Guidelines, as may be amended from time to time (which you represent and warrant that you have reviewed) and, assistance in monitoring certain aspects of compliance as provided in the Campaign Terms and as requested by Brand such compliance via any Full-Service Management, Reelio is not responsible for any failure to comply with the FTC Guides.

1.4 Non-Circumvention Period. You agree that for a period of six (6) months following the date of your last communication with any Creator concerning a Campaign, neither you nor your authorized users will enter into any agreement with such Creator, directly or indirectly, for the creation of any online promotional media content except as through the Reelio Platform or otherwise as approved in writing by Reelio.

1.5 Additional Representations and Warranties. You agree that you will not use any Content accessed or viewed via the Reelio Platform for any purpose whatsoever except for the limited, specific purpose as contemplated herein.

 

2. Fees and Payment.

2.1 Fees. You agree to pay to Reelio all fees set forth in the applicable Order Form on the schedule set forth therein. If you have not separately executed an Order Form with us (for example, you are using the Self-Service Marketplace), you will pay to Reelio a fee that is equal to twenty-percent (20%) of the amounts payable by you in connection with each of the Campaigns you enter with a Creator, which amount(s) will be payable even if the Creator fails to perform with respect to such Campaign. All fees are exclusive of any sales, use and all other taxes for which you agree to be responsible (if any apply), except that Reelio is responsible for taxes based on its net income.

2.2 Subscriptions. Except as otherwise set forth in the applicable Order Form or on the Reelio Platform, all monthly subscriptions (if applicable) will automatically renew for additional periods equal to the expiring subscription term or one (1) year, whichever is shorter, unless either party gives the other written notice of non-renewal at least fifteen (15) days before the end of the relevant subscription term. The pricing during any such renewal term will be as agreed to between the parties in an Order Form.

2.3 Payment of Fees. If a Creator in good faith produces Campaign Media in accordance with the requirements of the Campaign Terms, then in the event such Campaign Media is rejected, not published, or otherwise canceled by you in any way, you understand and hereby agree nonetheless to pay or otherwise deduct from the applicable Campaign budget as provided in the Order Form compensation payable. However, if there is a good faith disagreement about the Campaign Media, then you hereby agree to pay or otherwise deduct from the applicable Campaign budget as provided in the Order Form a “Kill Fee” for each such cancellation in an amount equal to fifty-percent (50%) of the compensation otherwise payable to the Creator.

2.4 Extended Review Fee. If in any Full-Service Management Campaign you fail to exercise your review and approval rights within seven (7) days of receiving Campaign Media from a Creator, then you hereby agree to pay an “Extended Review Fee” in the amount of at least four hundred dollars (US$400) (subject to individual Creator requirements) for each such Creator in addition to the amount specified in the applicable Order Form.

2.5 Suspension for Non-Payment. In addition to other rights to suspension in this Agreement, we may suspend your access to all or any part of the Reelio Platform, including the Self-Service Marketplace and/or Full-Service Management, upon three (3) days’ notice to you of non-payment of any undisputed amount that is past due. If your access to the Reelio Platform is suspended for non-payment, we may charge a re-activation fee to reinstate your access.

 

3. Certain Rights and Obligations.

3.1 Use of Products. In addition to representations and warranties in the general Terms of Use, you represent and warrant that the products you provide to Reelio and/or Creators in connection with any Campaign are safe for use for their intended purpose.

3.2 Agency; Principal. If you are an agent and/or agency of an advertiser, you shall disclose your principal(s) to Reelio and to Creator and by such disclosure warrant your authority to bind your principal(s) to all of the terms and conditions of this Agreement. You and your principal(s) shall be jointly and severally liable for all payments of account balances due to Reelio and/or Creator, and for all representations, warranties, indemnification and other obligations made by the other under this Agreement.

3.3 Campaign Terms. This Agreement is an agreement between you and Reelio for your use of the Reelio Platform and Reelio’s offerings relating to such use. Brand’s relationship to Creator with respect to the creation of the Campaign Media and the Campaign itself is governed by the Campaign Terms along with other applicable terms of this Agreement. In no event will Reelio be responsible for the acts and omissions of Creators.

 

4. Third Party Beneficiaries.

You hereby acknowledge and agree that Creators shall have all the rights of a third-party beneficiary in respect of this Agreement and shall be entitled to rely upon and directly enforce the provisions of this Agreement.