Terms of Use

Reelio Platform Agreement Terms of Use

Last Updated: May 22, 2017

v3.0

For version 1.3 of these Terms, please click here . For version 2.0, please click here.

Please read carefully these Terms of Use and other applicable terms and documents referenced herein (collectively, this “Agreement ” or the “Reelio Platform Agreement”) before using the technology platform and online marketplace (collectively, the “Reelio Platform”) provided by Reelio, Inc. (“ Reelio” or “we” or “us” or “our”), since this Agreement contains legally binding terms.

By accessing or using the Reelio Platform, you or the entity on whose behalf you use it (“you” or “your”) agree to be bound by this Agreement, to the exclusion of all other terms. If you do not agree with all of the terms and conditions of this Agreement, you are not authorized to use the Reelio Platform. If you are acting on behalf of another person or legal entity, you represent that you have the authority to bind such person or legal entity.

1. The Reelio Platform.

1.1 Description of Platform. The Reelio Platform connects creators of online media (including influencers and multi-channel networks) (collectively, “ Creators”) with brands (including publishers and/or agents on behalf of brands) (collectively, “Brands”) interested in retaining a Creator to feature or promote specific products, services or messages (each a “Campaign”) through various online media (the “Campaign Media”). The Reelio Platform offers (1) a self-service marketplace in which Brands and Creators (collectively, “ Users” which, as applicable, includes their respective Authorized Users as defined in Section 2.3 below) connect and interact directly (“Self-Service Marketplace”), as well as (2) managed Campaign administration for Brands provided by Reelio (“ Full-Service Management”) pursuant to Reelio’s Order Form as mutually agreed between Reelio and the Brand (the “ Order Form”).

1.2 User-Specific Terms. In addition to these Terms of Use, as a further condition to using the Reelio Platform, if you are a Brand, you agree to theAdditional Terms – Brands, or if you are a Creator, you agree to the Additional Terms – Creators.

1.3 Campaign Terms. For each Campaign through the Self-Service Marketplace, the Brand and the Creator will, through the Reelio Platform, enter into a Campaign Media Agreement and related Statement of Work (together, the “ SOW”), in which the Brand and the Creator will agree to specific terms regarding the Campaign, including the products, images, and creative and textual materials to be provided by the Brand for use by the Creator in the Campaign (the “Campaign Assets”) and each item of Campaign Media (each item a “Deliverable”). For each Full-Service Management Campaign, Reelio and the Brand will enter into an Order Form regarding such Campaign, and Reelio will facilitate the Creator’s agreement to the applicable SOW for such Campaign. All SOWs and/or Order Forms, as applicable, for Campaigns in which you or your Authorized User are involved constitute the “ Campaign Terms”. If any Campaign Terms conflict with other terms of this Agreement, the Campaign Terms will govern but only as to the specific Campaign to which the Campaign Terms apply. However, no Campaign Terms may affect Reelio’s rights, obligations or liabilities pursuant to this Agreement without the prior express written consent of an officer of Reelio, and any such unapproved Campaign Terms will be deemed void and of no force or effect as against Reelio.

1.4 No Agency or Endorsement. You expressly acknowledge and agree that Users are independent organizations and not Reelio’s contractors, agents or employees. We do not make any representations or warranties of any kind with respect to any Brand, Creator, Campaign, or Campaign terms, nor shall Reelio be deemed to endorse any Brand or Creator, even if Reelio provides Full-Service Management to any Brand. We are not liable for the acts, errors, omissions, representations, warranties, breaches or negligence of any Brand or Creator, or for any personal injuries, death, property damage, or other damages or expenses resulting therefrom. We are not a party to any Campaign or Campaign Terms, and we are in no way responsible for the performance or non-performance of any User thereunder.

2. Access, Rights and Restrictions.

2.1 No Use by Children. If you are not of legal age or otherwise do not have the necessary authority to form a binding contract with us, you must have permission from your legal guardian (in the manner required by Reelio), in order to use the Reelio Platform. If you are under 13 years of age, you are not authorized to use the Reelio Platform and you may not attempt to register for the Reelio Platform or to submit any information about yourself to us.

2.2 Registration . In order to use the Reelio Platform, you will be required to register. You agree to provide accurate, current and complete information in connection with your registration and use of the Reelio Platform (“ Registration Data“) and agree to maintain and promptly update your Registration Data as necessary to maintain its accuracy. You acknowledge that we may use the Registration Data and other information we collect in connection with your use of the Reelio Platform in accordance with our Privacy Policy.

2.3 Access Grant . Subject to your compliance with this Agreement, we grant to you a non-exclusive, non-transferable, non-sublicenseable, right to allow your employees and independent contractors acting on your behalf (“ Authorized Users”) to access the Reelio Platform. Except for the limited rights granted herein to access the Reelio Platform, we reserve all right, title and interest in and to the Reelio Platform, including all software, programming interfaces and other technology underlying the user interface and online services through which you interact with Reelio and other Users in connection with Campaigns, and all updates, upgrades and improvements to the Reelio Platform.

2.4 User Names and Passwords . You will safeguard, and ensure that each Authorized User safeguards his or her user name and password. You will notify us immediately if you learn of any unauthorized use of any user name and password or any other known or suspected breach of security.

2.5 Restrictions . You will not: (i) adapt, alter, modify, improve, translate or create derivative works of the Reelio Platform; (ii) reverse engineer, decompile, disassemble or otherwise attempt to reconstruct or obtain the source code to all or any portion of the Reelio Platform; (iii) use any person, automated script, software or any other fraudulent or deceptive means, to click or otherwise activate any form of view, action, response mechanism, annotation or advertising unit, so as to increase views, impressions, actions, or skew results; (iv) use any form of paid promotion (i.e. points, lottery, rewards, prizes, sweepstakes, etc. of any kind) to increase views without our express written consent; and (v) except as may be specifically provided in a writing by us, provide any third party access to the Reelio Platform on behalf of any third party, including as part of a time-sharing, outsourcing or software-as-a-service offering. You may not access or use the Reelio Platform for purposes of monitoring availability, performance or functionality, or for any other benchmarking or competitive purposes. You will not use the Reelio Platform to upload, download, display, perform, transmit, or distribute any Content (defined below) that is, nor will you engage in any activities that are, infringing, libelous, defamatory, erroneous, misleading, deceptive, offensive, hateful, obscene, pornographic, abusive, threatening, tortious, in violation of any privacy or intellectual property rights, or otherwise unlawful, or to transmit malicious code, viruses, time bombs, Trojan horses, or similar mechanisms, scripts, agents, bots or programs.

2.6 Responsibility for Content. You are solely responsible for (a) any and all documents, messages, queries, posts, comments, ratings, tags, and any other text, content, information or data other than Campaign Media and/or Campaign Assets (the “ Submissions”); and (b) Campaign Media and/or Campaign Assets (with Submissions, Campaign Media and/or Campaign Assets collectively referred to as the “Content”), which you or your Authorized Users submit, make available, or use with respect to Reelio and/or the Reelio Platform (in the case of Submissions, “Your Submissions” or in the case of Content, “ Your Content”),. You represent and warrant that all of Your Content is accurate and not misleading and is not in violation of any third party rights. Prior to submission, you must have obtained all necessary rights and licenses in all elements of Your Content. Other than Your Content which constitutes Confidential Information (as defined below), Your Content is not confidential or privileged, and you waive rights of privacy or publicity in connection with Your Content.

2.7 Rights in Submissions. You and your Authorized Users: (a) grant to other users of the Reelio Platform a non-exclusive right and license to use Your Submissions in connection with the use of the Reelio Platform as permitted by this Agreement; (b) grant to Reelio an ongoing, irrevocable, royalty-free, sublicensable, right and license to use, display and distribute, via any present or future medium, Your Submissions; and (c) agree that Reelio may use your Campaign Media but only in order to provide the Reelio Platform to its Users pursuant to this Agreement and for promotional purposes, subject to any applicable confidentiality obligations pursuant to Section 3 below. The Campaign Terms provide additional licenses and rights granted with respect to Deliverables and Campaign Assets. For clarity, you retain all ownership of Your Content, Your Campaign Media and/or Campaign Assets, subject only to the licenses granted in this Agreement.

2.8 Use of Content. You and each Authorized User must evaluate, and will bear all risks associated with, the use of or reliance on Content obtained through the Reelio Platform. We will not pre-screen or actively review Content, but we may refuse or delete any Content of which we become aware that fails to fulfill the purpose of the Reelio Platform, is in breach of this Agreement, is contrary to law, or is otherwise inappropriate in our discretion. Under no circumstances will we be liable in any way for any Content, including, but not limited to, liability for any errors, inaccuracies, or omissions therein, or for any loss or damage of any kind incurred as a result of the use thereof. We will have no obligation or liability to you or your Authorized Users to maintain, store, or license any Content. In addition, 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.

2.9 Feedback . We may use any reports, comments and suggestions in any form regarding the Reelio Platform that you provide to us (collectively, the “ Feedback”). You grant us a worldwide, non-exclusive, irrevocable, perpetual, royalty-free right and license to incorporate and use the Feedback in connection with any products and services.

2.10 Other Applications. The Reelio Platform may (but we are not required to) enable your access to third party websites and applications, for example YouTube (“ Other Applications”). We do not control Other Applications. You are solely responsible for your and your Authorized Users’ use of the Other Applications, including compliance with all terms, rules and policies with respect to such Other Applications. Under no circumstances will we be liable in any way for Other Applications, including any inability or failure to enable access to Other Applications from the Reelio Platform.

2.11 Availability of Platform. We will use commercially reasonable efforts to make the Reelio Platform available pursuant to this Agreement except for (a) planned downtime (with reasonable advance notice and to the extent practicable non-business hours); (b) emergency downtime; and (c) any unavailability caused by circumstances beyond our reasonable control. Reelio reserves the right to modify the Reelio Platform from time to time and makes no guarantees as to the continuous availability of the Reelio Platform or of any specific feature(s) or functionality(ies) of the Reelio Platform.

2.12 Changes to Agreement. We may occasionally revise the terms of this Agreement. If we make any material changes, we will notify you by prominently posting notice of the changes within the Reelio Platform. Any changes to this Agreement will be effective upon the date set forth in the applicable notice. Continued use of the Reelio Platform following notice of such changes will indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

3. Confidential Information

3.1 “Confidential Information” means any and all confidential or proprietary information regarding the disclosing party or its businesses which may include without limitation: (a) trade secrets; (b) ideas, samples, media, works of authorship, models, products and services (current, future, and proposed) experimental work, development, design details and specifications, , financial information; and (d) all other information that the receiving party knew, or reasonably should have known, was the Confidential Information of the disclosing party. that is specifically marked in writing as “Confidential” or “Proprietary”,; provided, however, “Confidential Information” shall not include information: (a) that was independently developed by the receiving party in a manner not otherwise in violation or breach of this Agreement; (b) that was rightfully known to the receiving party prior to receipt from the disclosing party; or (c) becomes generally available to the public or known to the receiving party by any means, including from a third party, not involving breach of an obligation of confidentiality with respect to such information. For the avoidance of doubt, all of our APIs, documentation, code, software, technologies, processes, data, and all other non-public information regarding the Reelio Platform is deemed to be Confidential Information of Reelio.

3.2 Obligations. The receiving party agrees that at all times and notwithstanding any termination or expiration of this Agreement it will hold in strict confidence and not disclose to any third party any Confidential Information of the disclosing party, except as approved in writing by the disclosing party, and will use the Confidential Information of the disclosing party for no purpose other than as contemplated herein. The receiving party (whether you or us) will protect the confidentiality of the disclosing party’s Confidential Information with the same degree of care, but no less than reasonable care, as used to protect receiving party’s own confidential information of a similar nature. Each party will limit the distribution and communication of such Confidential Information only to employees or agents of the receiving party or the receiving party’s affiliates with a need to know for the purposes contemplated by this Agreement. In addition, Reelio has the right to disclose your Confidential Information to Brands and/or Creators, as applicable for the purpose of providing the Reelio Platform and any related offerings, including without limitation the Self-Service Marketplace and Full-Service Management. If receiving party is required pursuant to a legal proceeding or other legal or regulatory requirement to disclose any Confidential Information, reasonable prior notice will be given to the disclosing party in order to contest or limit such disclosure. Each party agrees that the other party may suffer irreparable harm if a party fails to comply with its obligations set forth herein (including other obligations pertaining to intellectual property rights, and the parties agree that the non-breaching party will, in addition to any other remedies available at law or in equity, be entitled to the issuance of injunctive relief to enforce the provisions hereof as well as seek specific performance, immediately and without the necessity of posting a bond.

4. Representations and Warranties.

4.1 By Reelio . We represent and warrant that: (a) we have the right, power and authority to enter into and to perform pursuant to this Agreement; and (b) the services we provide hereunder will be performed in a professional and workmanlike manner in accordance with industry standards. In the event that Reelio breaches this warranty, Reelio will, to the extent possible, re-perform the services in a manner consistent with the warranty, with the understanding that re-performance is the sole and exclusive remedy for any breach.

4.2 By Users . You represent and warrant that: (a) you have the right, power and authority to enter into and to perform pursuant to this Agreement; (b) none of Your Content, in Reelio’s sole discretion, (i) is defamatory, libelous or obscene, or contains pornography or is sexually explicit (ii) violates or infringes upon the rights of others, including the right of privacy or publicity of any person or any of your confidentiality obligations or other obligations under this Agreement, (iii) promotes illegal activies or communicates hate or discrimination based on race, sex, religion, nationality, sexual orientation or age, (iv) contains materials that promote or glorify violence, firearms or other weapons, (v) contains materials promoting gambling or sales or use of alcohol, tobacco or firearms (unless explicitly permitted in the Statement of Work), (vi) violates and (iii)is not misleading or deceptive; and (c) you will comply with all applicable federal, state, and local laws and regulations in connection with your use of the Reelio Platform.

4.3 Violations. You agree to inform Reelio immediately if you discover any breaches of the obligations set forth above. With respect to copyright infringement, please follow our Copyright Policy.

5. Disclaimer of Warranties.

5.1 EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE REELIO SERVICES AND REELIO PLATFORM (INCLUDING OUR CONTENT PROVIDED IN CONNECTION WITH THE REELIO PLATFORM) ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OR CONDITION OF ANY KIND, AND WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE SERVICES AND REELIO PLATFORM INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

5.2 YOU ACKNOWLEDGE THAT REELIO DOES NOT CONTROL THE CONTENT OF ANY USERS OF THE REELIO PLATFORM OR ANY OTHER THIRD PARTY CONTENT, INFORMATION OR MATERIALS INCLUDING ANY OTHER APPLICATIONS. AS SUCH, REELIO IS NOT RESPONSIBLE FOR THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF ANY SUCH CONTENT FOR ANY PURPOSE.

5.3 FURTHERMORE AND WITHOUT LIMITATION, REELIO DOES NOT WARRANT THAT: A) INFORMATION ON THE SERVICES IS CORRECT, ACCURATE, RELIABLE OR COMPLETE; B) THE FUNCTIONS OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; OR C) THE USE OF REELIO’S SERVICES WILL RESULT IN ANY PARTICULAR RESULTS.

5.4 You are solely responsible for any and all acts or omissions taken or made in reliance on the Services or the information contained therein, including inaccurate or incomplete information. You agree that Reelio has made no agreements, representations or warranties other than those expressly set forth herein, and that no future agreement, representation or warranty with regard to Services provided under this Agreement shall be effective unless expressly stated in a written amendment to this Agreement signed by both parties.

6. Limitation of Liability; Release.

6.1 Limitation of Liability. EXCEPT FOR A PARTY’S LIABILITY PURSUANT TO ITS INDEMNITY OBLIGATIONS OR FOR ITS BREACH OF CONFIDENTIALITY, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES. EXCEPT FOR REELIO’S LIABILITY PURSUANT TO ITS INDEMNITY OBLIGATIONS OR FOR ITS BREACH OF CONFIDENTIALITY (WHICH SHALL BE CAPPED AT ONE MILLION DOLLARS), REELIO’S AGGREGATE LIABILITY TO YOU WILL NOT EXCEED THE FEES YOU PAID TO REELIO UNDER THE CAMPAIGN FROM WHICH THE CLAIM ACCRUES. YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THESE LIMITATIONS OF LIABILITY, WE WOULD NOT PROVIDE THE REELIO PLATFORM OR RELATED SERVICES TO YOU.

6.2 Disputes between Users . If you have a dispute with one or more Users of the Reelio Platform, you agree that Reelio is under no obligation to become involved and you hereby release Reelio, its affiliates and representatives from claims, demands and damages (actual, direct and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, foreseeable and unforeseeable, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”

7. Indemnification.

7.1 Brand’s Indemnification Obligations . If you are a Brand, you agree to defend, indemnify and hold harmless Reelio, Creators, and their respective affiliates and representatives from damages, liabilities, costs and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) resulting from any and all third party claims, judgments or proceedings (collectively, “ Claims”) arising out of: (a) your breach of any of your representations or warranties in this Agreement; (b) Your Content and any infringement of rights or violation of law therefrom, including the Licensed Marks and other materials you provide to Creators for use in Campaigns, provided that the Indemnified Party used Your Content as permitted by this Agreement; (c) compliance with your specifications and instructions regarding the Campaign; or (d) the distribution, sale or use of your products or services, including any claims for personal injury or tangible property damage, or the infringement of any intellectual property right or other right of any person or entity by such products and services.

7.2 Creator’s Indemnification Obligations. If you are a Creator, you agree to defend, indemnify and hold harmless Reelio, Brands and their respective affiliates and representatives from Losses resulting from any and all third party Claims arising out of: (a) your breach of any of your representations or warranties in this Agreement; (b) Your Content and any infringement of rights or violation of law therefrom, including the Campaign Media, provided that the Indemnified Party used Your Content as permitted by this Agreement; or (c) your display, delivery, or performance of the Campaign in breach of the Campaign Terms or other terms of this Agreement.

7.3 Reelio’s Indemnification Obligations. Reelio agrees to defend, indemnify and hold harmless you, your affiliates and representatives from Losses resulting from any and all third party Claims arising out of the infringement by the Reelio Platform, as provided by Reelio, of any intellectual property right of any third party.

7.4 Process . The party seeking indemnification under Section 7.1, 7.2 or 7.3, as applicable (the “Indemnified Party”), will give to the other party (the “Indemnifying Party”) prompt written notice and control of the defense and settlement of, and reasonable assistance and information regarding, the claim. The Indemnified Party’s failure to do so will not relieve the Indemnifying Party of its obligations under this section except to the extent the Indemnifying Party is materially prejudiced by such failure. The Indemnified Party may participate in (but not control) the defense and/or settlement of any such claim at its own expense but may not settle or compromise the claim without the Indemnifying Party’s written consent. The Indemnifying Party will not settle or compromise any such action in a manner that does not include a release of the Indemnified Party from all liability with respect to the claim. This Section states Reelio’s entire liability, and your exclusive remedy, for any and all third party infringement claims with respect to the Reelio Platform and Reelio services.

8. Termination

8.1 Term. This Agreement shall commence on the day you first access the Reelio Platform and shall continue in full force and effect for so long as you use the Reelio Platform or until terminated by either party in accordance with this Agreement or the applicable Order Form. Reelio may terminate this Agreement for its convenience at any time upon notice; however, your Campaigns that are then ongoing will remain in effect in accordance with the applicable Campaign Terms.

8.2 Termination for Cause . Either party may terminate this Agreement for cause: (a) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period or (b) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation or assignment for the benefit of creditors.

8.3 Suspension . We may immediately suspend or terminate your access (including any Authorized User’s) to all or any portion of the Reelio Platform if we become aware or reasonably suspect that: (a) your use of the Reelio Platform violates applicable local, state, federal, or foreign laws or regulations or any terms of this Agreement, or (b) your continued use of the Reelio Platform will disrupt use of the Reelio Platform by other Users, poses a security risk to the Reelio Platform, may harm Reelio or its systems or may subject Reelio or any third party to liability. Reelio will provide you with notice of any such suspension and an opportunity to remedy the issue unless we in good faith believe doing so will result in imminent harm.

8.4 Effect of Termination; Survival . Upon any termination, you will pay any fees payable to us (or accrued for work performed by Reelio and/or Creators, as applicable) for the period prior to the effective date of termination as well as any unpaid fees covering the remainder of the term of your then current subscription or Order Form(s). Provisions of this Agreement that by their nature or terms are intended to survive expiration or termination, will survive including without limitation those relating to payment obligations, indemnity, confidentiality and limitations of liability.

9. GENERAL PROVISIONS

9.1 Force Majeure. Except for obligations to pay fees hereunder, no delay, failure or omission by either party to carry out or observe any of its obligations hereunder will give rise to any claim against such party or be deemed to be a breach of this Agreement if and for as long as such failure or omission arises from any cause beyond the reasonable control of that party.

9.2 Trademarks; Media. Neither party grants to the other party any right, title or license to its trademarks pursuant to this Agreement, except that you authorize us to disclose in our websites, marketing collateral, and corporate presentations that you have chosen to use the Reelio Platform and to include your company name, service marks, trademarks, and similar identifiers in such disclosures, provided, however, that we comply with trademark usage guidelines you provide to us, and you may revoke such right at any time upon written notice to Reelio.

9.3 Governing Law; Limitation of Claims. This Agreement will be governed by and construed in accordance with the laws of the State of New York, USA. The Uniform Computer Information Transactions Act will not apply and will not be invoked in any judicial or arbitral proceeding concerning this Agreement. You agree that regardless of any statute or law to the contrary, any claim or cause of action against Reelio arising out of or related to this Agreement must be filed within one year after such claim or cause of action arose, or be forever barred.

9.4 Dispute Resolution. Any disputes arising out of or related to this Agreement will be referred to and finally settled by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association in effect at the time of arbitration except as inconsistent with this section. All awards may if necessary be enforced by any court having jurisdiction. The existence of any dispute, the existence or details of the arbitration proceeding, and all related documents, materials, evidence, judgments and awards therein, must be kept confidential. Except as required by law, no party will make any public announcements with respect to the proceeding or the award, except as required to enforce same. The parties hereby waive the right to a trial by jury and agree to only bring claims in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. Notwithstanding the foregoing, nothing in this section will preclude the right and ability for you or us to file and maintain at any time an action for recovery of injunctive or provisional relief in any court of competent jurisdiction under applicable law.

9.5 Assignment. Neither party may assign, delegate or transfer this Agreement or the party’s rights or obligations under this Agreement, without the other party’s prior written consent, provided that no such consent is required in the event of assignment or transfer to Reelio’s affiliate or the transfer of the majority of our stock or all or substantially all of our assets relating to this Agreement, by merger, acquisition or otherwise. Any purported assignment or transfer in violation of this paragraph will be void. This Agreement is binding on, and is for the benefit of, the parties and their respective and permitted successors and assigns.

9.6 Miscellaneous. This Agreement is the entire agreement between Reelio and you regarding your use of the Reelio Platform (including without limitation the Self-Service Marketplace, Full-Service Management, and other offerings available with respect to the Reelio Platform, as applicable), and supersedes any prior agreements or understandings. If any provision of this Agreement is held to be invalid, the provision will be construed to the extent enforceable, and the other provisions of this Agreement remain in full force and effect. No waiver of any provision of this Agreement will be deemed a continuing waiver of such provision or any other provision, and our failure to assert any right or provision under this Agreement will not constitute a waiver of such right or provision. Nothing in this Agreement will be deemed to create an agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship of any kind between us and any User or other person or entity, nor does this Agreement extend rights to any third party.

9.7 Notice. Any notice required hereunder shall be in writing, and will be deemed to have been duly given upon (i) delivery if delivered personally, (ii) within three (3) days if mailed by first-class, registered or certified U.S. mail, postage prepaid, return receipt requested, (iii) upon the date of delivery if sent via overnight delivery service, or (iv) upon the date of confirmed receipt, as confirmed or acknowledged by recipient, of the email or facsimile if sent via email or facsimile.

Additional Terms – Brands

Last Updated: May 22, 2017

These Additional Terms – Brands are incorporated into and are part of the Reelio Platform Agreement between you (as a Brand), and Reelio regarding your use of the Reelio Platform.

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 designated in the Campaign Terms (“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 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 up to two (2) rounds of feedback and edits with respect to the Deliverables and Campaign Media, as further provided in the applicable Campaign Terms. Requests for additional edits will incur additional fees. Creators will retain all right, title and interest in and to the Deliverables, Campaign Media and all other Content they create (excluding the Licensed Marks), unless otherwise set forth in the applicable Campaign Terms or otherwise agreed upon in writing between you and the applicable Creator. 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 You with respect to the Reelio Platform. As you will have the right to select the Creators, Reelio is not responsible for the Creators nor the Content (including the Campaign Media) or conduct of Creators. 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 trigger an addendum (“Addendum”) to the Campaign Terms, which will specify what additional tasks are required and the effect on both the timing and pricing of the project. The Addendum must be ratified by Creator and Brand 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 or any Campaign Terms (whether or not such communications resulted in the creation of Campaign Media), 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 Submissions or 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 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 year, whichever is shorter, unless either party gives the other written notice of non-renewal at least fifteen days before the end of the relevant subscription term. The pricing during any such renewal term will be the Reelio Platform list price in effect as of the effective date of renewal unless the parties have agreed otherwise in an Order Form.

2.3 Payment of Fees. If you select a Creator to produce Campaign Media under Campaign Terms and such Creator in good faith produces Deliverables in accordance with the requirements of the Campaign Terms, then in the event such Deliverables are rejected, not published as Campaign Media, 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 under the applicable Campaign Terms. However, if there is a good faith disagreement about the Deliverables, 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 under the applicable Campaign Terms.

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 Deliverables from a Creator in connection with Campaign Media, then you hereby agree to pay an “Extended Review Fee” in the amount of $400 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 (including access by all of your Authorized Users) to all or any part of the Reelio Platform, including the Self-Service Marketplace and/or Full-Service Management, upon ten (10) 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 hereto 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.

Additional Terms – Creators

Last Updated: May 22, 2017

These Additional Terms – Creators are incorporated into and are part of the Reelio Platform 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 Campaign Terms, you will create the Deliverables and Campaign Media on behalf of the applicable Brand. You agree to submit each Deliverable 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 such requested edits, as further provided in the applicable Campaign Terms. The Brand will determine whether to accept any Deliverable, which determination may be communicated to you by Reelio. If the Brand elects not to accept a Deliverable, 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. If you do not wish to make the requested revisions you may not receive the payment otherwise due to you among other remedies. Each Deliverable that is accepted by the Brand is an “Accepted Deliverable”.

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.

1.3 Additional Representations and Warranties. In addition to your representations and warranties in the General Terms of Use, you represent and warrant that each Deliverable and the Campaign Media: (a) is your original work and has not been previously published or licensed to any other third party; (b) excluding any Content of the Brand, is owned by you (or you control all rights) such that no additional permissions or payments of any kind (other than amounts set forth in the Campaign Terms) are required to be obtained from or made to any person or entity besides you and further that you are authorized to grant to any licenses and rights as set forth in this Agreement and/or the Campaign Terms; and (c) will not, nor will the use thereof, infringe any intellectual property right, including without limitation any copyright, literary right, dramatic right, trademark, right of privacy or publicity or trade secret rights, or contain any material that, if relied upon, might cause harm or injury to any person or property (excluding any Content or the products and services of the Brand). You agree to inform Reelio immediately if you discover that any Deliverable or Campaign Media breaches any of the representations and warranties above.

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 60 after publication of the Brand approved Campaign Media for each of your Campaigns through the Reelio Platform pursuant to the Campaign Terms. You may elect to participate in Reelio’s early payment program in which you receive the fees net 30 after publication, minus a 10% early payment discount. If you wish to participate in the early payment program, please email your Account Manager directly. 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). 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 (collectively, “your Likeness”) 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 hereto 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.