|Last Updated: December 4, 2015||v2.0|
For version 1.3 of these Terms, please click here.
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”).
1.3 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.
2.3 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 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. With respect to: (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 are solely responsible. You represent and warrant that all of Your Content is accurate and not misleading to the best of your knowledge 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.
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 substantial changes, we may 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 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 (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.
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 is libelous or obscene, does not violate the right of privacy or publicity of any person or any of your confidentiality obligations or other obligations under this Agreement, and 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.
6. Limitation of Liability; Release.
6.1 Limitation of Liability. EXCEPT FOR A PARTY’S LIABIITY 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, 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.”
7.1 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.
8.1 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 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 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 money 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.