These Creator Terms Addendum (these “Creator Terms”) are made as part of, incorporate, and are subject to all of the terms and conditions of the Platform Terms and Conditions (the “Platform Terms”) between you as a Creator (as defined in the Platform Terms) and Rembrand. If there is any conflict or inconsistency between the Platform Terms and these Creator Terms, the Platform Terms shall govern. Any capitalized term used in these Creator Terms but not defined has the meaning ascribed to it in the Platform Terms.
1. CREATOR FEES.
1.a. Fees. Subject to your compliance with these Creator Terms and the Platform Terms, as consideration for the Creator Content you provide Rembrand for each Opportunity, Rembrand will pay the undisputed fees (“Monetization Fees”) in accordance with and subject to our monetization policy (the “Monetization Policy”). You acknowledge and agree that neither you nor any third party shall be entitled to any other fees, expenses, commissions, agent commissions, residuals, taxes, or other charges of any kind without our prior written approval.
1.b. General. You agree to the pricing, payment, and billing policies applicable to the Monetization Fees set forth in the Monetization Policy or otherwise payable in connection with the Service, as posted or otherwise communicated to you in writing in advance of rendering services. All Monetization Fees and applicable taxes, if any, are payable in United States dollars. If payments are remitted by a third-party payment processor, you agree to be bound by that third-party payment processor’s terms of service and privacy policy and further acknowledge that certain processing fees, taxes, or other transaction costs may apply and will be withheld from the Monetization Fees prior to distribution to you. We are not responsible for any third-party payment processor’s services. The third-party payment processor, and not us, is responsible for properly transacting such payments through its platform, and you agree to release and hold Rembrand harmless from any errors, negligence, or misconduct of the third-party payment processor. Without limiting the foregoing, Rembrand has the right to withhold any Monetization Fees applicable to Creator Content that is subject to a bona-fide IP Claim.
1.c. Payments to Personnel & Representatives; Taxes. You agree that in performing your obligations under this Agreement, you do so as an independent contractor. You agree that it is your sole responsibility to determine any and all income or other taxes, duties, and contributions, including, without limitation, sales, use, transfer, value-added and other taxes or duties assessed, incurred, or required to be collected, or paid for any reason in connection with any request for, or performance of hereunder, or your use of the Platform, or otherwise in connection with any action, inaction or omission of you or any affiliate of yours, or any of your or their respective employees, agents, contractors or representatives (collectively, “Taxes”), and to collect, withhold, report, and remit correct Taxes to the appropriate tax authority, and to otherwise be responsible for the collection and payment of any and all Taxes.
2. IP OWNERSHIP AND LICENSES.
2.a. Creator Content Rights. You own all of your videos, content, and media that you post, upload, publish or submit via the Platform (“Creator Content”). You hereby give us the right and permission to globally adapt and utilize your Creator Content to (i) run and operate the Platform, (ii) for each Opportunity, insert Brand Content Output into the Creator Content to produce the Generated Videos to be posted on the Creator's social media channel, and (iii) display excerpts of the Generated Videos showing the Brand Content Output on Rembrand’s website or in composite demo videos (with excerpts from Generated Videos from other Creators) that show Rembrand’s product placement capabilities. In addition, you hereby grant Rembrand a non-exclusive, irrevocable, worldwide, royalty-free, fully paid, and sublicensable right and license to use your Creator Content to train, optimize, and improve Rembrand’s AI models, algorithms and functionalities within the Platform and related technology, products and services. Except as permitted in this Section 2.a., Rembrand and Brand will not utilize or promote the Creator Content without the prior written approval from Creator.
If any Creator Content includes your name, likeness, voice, or other identifying characteristics (“Talent Persona Rights”), you hereby grant us Talent Persona Rights consistent with the rights provided for the Creator Content so we and our Brands can use it in connection with the Generated Videos.
2.b. Brand Review. Prior to release or publication of a Generated Video on the Creator's social media channel, Rembrand shall make all Generated Videos available for the Brand’s review via the Platform for a period of twenty-four (24) hours (or another time period as expressly agreed upon by the Brand and Rembrand) (the “Brand Review Period”). The Creator agrees that if a Brand rejects the Generated Video during the Brand Review Period, it shall not release the Generated Video for publication to its social media channels. Notwithstanding the foregoing, nothing herein shall prohibit the Creator from releasing and utilizing its Creator Content (without the Brand Content Output) if a Generated Video is rejected by the Brand (as provided for herein).
2.c. Take Down Rights. For Generated Videos that contains your Creator Content, as between you and Rembrand, each party agrees that the other party may require such party to take it down if (A) it violates applicable law or regulation or (B) may cause material and detrimental harm to the other party (or in the case of Rembrand, Rembrand or the Brand’s business). You and Rembrand will comply with any such written request within three (3) days following delivery of notice or immediately for any live streams (the “Take Down Date”); provided that Rembrand will have no obligation to take down any Generated Videos (including social media posts) relating to these Platform Terms on media not or no longer in Rembrand’s control or otherwise not on Rembrand’s social media channels. If you fail to take down the Generated Video by the Take Down Date, Rembrand will be entitled to (i) terminate the Platform Terms and these Creator Terms, with no further obligation to pay any unpaid and accrued Monetization Fees, (ii) and/or receive a prompt refund from you in full of any Monetization Fees paid under these Creator Terms. Notwithstanding the foregoing, if Rembrand requests you to remove the Brand Content Output from Generated Videos, you may crop out, blur, or cut Brand Content Output in a manner that ensures that the Brand Content Output is no longer visible without removing the video entirely from your social media platform(s).
2.d. Rights to Post Generated Videos. Subject to your compliance with these Creator Terms and Platform Terms, we grant to you the right to use the Generated Videos (including the Brand Content Output solely as incorporated and embedded therein) to post, repost, pin, and highlight the Generated Videos on and across your social media channels for marketing and publicity purposes. You may not use or modify the Brand Content Output in any other manner without our prior written consent, including without limitation transferring, sublicensing, or creating derivative works of the Brand Content Output. For clarity, you may create derivative works of the Generated Videos (e.g., a shortened version) as long as the overall integrity of the Brand Content Output is not modified or otherwise altered. You acknowledge and agree that the Brands have the right to link to the Generated Videos on the Creators social media channel, driving organic traffic to the Generated Videos.
3. CONFIDENTIALITY. Each party understands that non-public information of a confidential or secret nature about the other party may be disclosed by either party in connection with an Opportunity, including, but not limited to, Brand product plans, business strategies, or financial information (collectively, “Confidential Information”). You and Rembrand agree both during and after your engagement with Rembrand to keep and hold all such Confidential Information in strict confidence and trust.
4. NON-DISPARAGEMENT. During the term of the Platform Agreement and afterward, you will not take any action or make any statement that disparages or denigrates Rembrand, the Platform or its products or services, or Brands or their products or services or otherwise injure the reputation of the foregoing parties.
5. MORALS CLAUSE. Without limiting Section 4, you represent that you will not commit any morally repugnant act which may bring yourself, or, by association, any Third Party Talent, Brands, or Rembrand, in Rembrand’s reasonable sole discretion into public disrepute, contempt, scandal, or ridicule, or which may insult or offend the public or any protected group or class thereof including, without limitation, the general community to which the Rembrand and/or Rembrand’s or the Brand’s products or services are directed, and as such, may reflect unfavorably upon the reputation of the Rembrand or the Brand’s products or services irrespective of whether such act is related to your services hereunder and of the length of time that has elapsed since such act was committed. If you breach Section 4 or this Section 5, then in addition to Rembrand’s other rights and remedies available at law or in equity, Rembrand will be entitled to terminate the Platform Terms and these Creator Terms and/or receive a prompt refund from you in full of any Monetization Fees paid under these Creator Terms.