These Additional Terms – Creators are incorporated into and are part of the Agreement between you (as a Creator) and Reelio regarding your use of the Reelio Platform.
1. Creation and Approval of Campaign Media.
1.1 Submission, Acceptance and Revisions. In accordance with the specifications in the SOW, you will create the Campaign Media on behalf of the applicable Brand. You agree to submit each Campaign Media in a format specified by the Brand on or before the delivery date specified in the Campaign Terms, as may be communicated by Reelio. You agree to allow the Brand two (2) rounds of feedback and edits with respect to the Campaign Media and to carry out any commercially reasonable requested edits. The Brand will determine whether to accept any Campaign Media, which determination may be communicated to you by Reelio. If the Brand elects not to accept a piece of Campaign Media, Reelio or the Brand will notify you of the rejection, along with an explanation for the rejection and any requested revisions to be made to the deliverable. Each deliverable that is accepted by the Brand is an “Accepted Deliverable”. Failure to make edits as reasonably requested by Brand or Reelio may result in Brand suspending your payment for the Campaign Media, as well as other remedies that may be available at law or in equity including but not limited to suspension of your Reelio account.
1.2 Campaign Assets. From time to time, we may provide to you Campaign Assets owned by us or the Brand, including representations of Brand’s trademarks and logos designated in the Campaign Terms (“Licensed Marks”), whether in digital form or otherwise, for use by you solely in connection with the Campaign. As between you and us, the Campaign Assets will be the sole and exclusive property of Reelio or the Brand, as applicable, including the worldwide copyright, trademarks and other intellectual property rights. You will not do anything to restrict or encumber any right that we or the Brand has in any Campaign Asset.
1.4 Removal of Campaign Media. You acknowledge and agree that the Brand may require the removal or take-down of the Campaign Media after publication upon notice to you (which may be communicated through Reelio or otherwise), which removal you agree to promptly carry out after such notice, provided, however, that in such event, you may edit such Campaign Media to remove any and all references to the Brand, its name, products, services, marks and logos and subsequently publish such edited content, but only if it does not include or reference in any way the Brand, its names, products, services, service marks or logos.
1.5 FTC Guidelines. In the performance of 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”). Without limiting the foregoing, you specifically agree that (a) the information contained in the Campaign Media is not misleading or deceptive and (b) you will disclose in the Campaign Media that you have received consideration to produce and distribute the Campaign Media. 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 the Reelio Platform Community Guidelines or otherwise, Reelio will not be responsible for any failure to comply with the FTC Guides.
1.6 Your Intellectual Property Rights. Except for any Campaign Assets contained within a deliverable or the Campaign Media and licenses and rights you grant as provided in the Agreement, including the applicable Campaign Terms, you retain all ownership rights in any and all deliverables and the Campaign Media. To protect your intellectual property, please make sure to mark any samples of your work that you upload to the Platform as “Confidential” or “Proprietary,” per the terms of Section 3.1
2. Fees and Payment
Subject to your compliance with the terms and conditions of this Agreement, Reelio will release the undisputed fees owed to you net 30 after publication of all Brand approved Campaign Media for each of your Campaigns through the Reelio Platform pursuant to the Campaign Terms. Reelio will make such payment via the agreed payment method or such other method as Reelio may select in its reasonable discretion. If Reelio or the Brand disputes any amounts owed to you pursuant to the Campaign, Reelio may withhold payment of the disputed amount but will pay undisputed amounts then due and owing. However, if Reelio reasonably determines that you have breached any of your representations, warranties or obligations regarding the Campaign Media or other term of this Agreement, including the Campaign Terms, then Reelio is not obligated to release payment to you for the associated Campaign(s), provided that Reelio will give you notice of such determination and, subject to the Brand’s approval, will give you an opportunity to cure such breach (if capable of being cured). If there is a good faith disagreement about the suitability of the Campaign Media (leading to a cancellation of your participation in the Campaign), then you hereby agree to be paid a “Kill Fee” for each such cancelled Campaign in an amount equal to fifty-percent (50%) of the compensation otherwise due to you by Reelio and/or Brand. You are solely responsible for payment of all income and related taxes owed with respect to fees paid to you.
3. Other Terms
3.1 Certain Publicity Rights. You understand that Reelio may want to promote the Accepted Deliverable and work that you do through Reelio. Accordingly, you agree that we may (and we may allow others) to use your name, likeness, voice, and biography in connection with promoting the Accepted Deliverable, the Brand, and Reelio.
3.2 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. Creator’s relationship to Brands 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 Brands.
4. Third Party Beneficiaries.
You hereby acknowledge and agree that Brands 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.
5. Improper Conduct
If You should, prior to or during the term of this Agreement, disparage, demean, or commit any other act, which could reasonably be expected to injure the reputation and/or business interests of Reelio, its affiliates or Brand (any such instance, “Improper Conduct”), then Reelio or Brand will have the right to immediately terminate this Agreement, and neither Reelio nor Brand shall have any financial obligation to you. Any fees previously paid to you shall be promptly returned to Reelio.
For the avoidance of doubt, Improper Conduct shall include, but not be limited to: (i) any and all acts or behavior or speech which could be reasonably deemed to support, or make light of, racism, sexism, harassment, bullying, extreme lewdness, pedophilia, or religious bigotry; (ii) any and all acts or behavior or speech which could be reasonably deemed to denigrate any group based on demographics, socio-economic status, political views, religion, gender, or sexual orientation, and (iii) being charged with any crime and/or misdemeanor.