REMBRAND BRAND STANDARD TERMS AND CONDITIONS
These Rembrand Brand Standard Terms and Conditions (the “Brand Terms”) are entered into between you as a Brand (“Brand”) (for purposes of these Brand Terms, Brand shall also be defined as, “Advertiser” and/or “Agency”, as applicable) and Rembrand (for purposes of these Brand Terms, is also defined as “Media Company”, which may also include a network owner listed on the IO).
I) BACKGROUND. All terms, provisions and agreements set forth in the IAB Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less, Version 3.0 available at https://www.iab.com/wp-content/uploads/2015/06/IAB_4As-tsandcs-FINAL.pdf (the “IAB Standard Terms”) (except to the extent expressly modified herein) are hereby incorporated herein by reference and made part of these Brand Terms (with the same force and effect as though fully set forth herein). Capitalized terms used in these Brand Terms that are not otherwise defined will have the meanings given them in the IAB Standard Terms. If there is any conflict or inconsistency between the IAB Standard Terms, these Brand Terms or an IO, the following order of precedence will apply (in ascending order): the IO, these Brand Terms, and the IAB Standard Terms.
II) PLACEMENT SERVICES. Subject to the terms and conditions of these Brand Terms, Brand shall engage Media Company to provide certain digital product placement marketing services (collectively, the “Services”). As a “master” form of contract, these Brand Terms allow the parties to contract for multiple digital marketing campaigns through the issuance of multiple IOs (as defined below).
III) DEFINITIONS. Defined terms used in these Brand Terms, and not otherwise defined in the IAB Standard Terms, have the meanings set forth in Appendix A.
IV) AMENDMENT OF IAB STANDARD TERMS. The parties agree that the following sections of the IAB Standard Terms are modified as follows:
IV.a)Definitions.
IV.a.i) The definition of “Ad” shall also include Placement Assets. For clarity, an “Ad” provided by Advertiser or Agency via the Platform constitutes Brand Content Input.
IV.a.ii) The definitions of “IO”, and “Network Properties” shall be deleted in its entirety and replaced with the following:
“IO” means the agreed upon campaign details, mutually executed by the parties, under which Media Company will deliver the Services.
“Network Properties” means sites for influencer videos (aggregated into categories) specified on an IO that are not owned, operated, or controlled by Media Company, but on which Media Company has a contractual right to place products. “Site” or “Sites” has the same meaning as Network Properties.
IV.b) Section II (“Ad Placement and Positioning”).
IV.b.i) Section II.d (“Editorial Adjacencies”) shall be deleted and replaced in its entirety with the following:
Editorial Adjacencies. Media Company acknowledges that certain advertisers may not want their Product Placements adjacent to content that promotes pornography, violence, or the use of firearms, contains obscene language, or falls within another category stated on the IO (“Editorial Adjacency Guidelines”). For Product Placements shown on Network Properties, Media Company and Brand agree that Brand at their sole discretion, will be able to set up rules approving the content and creators that it accepts for running Product Placements. Configuration of Media Company platform, approval of Network Properties, or any other release of Product Placements onto Network Properties will be the responsibility of Brand, and will be deemed to be in compliance with Brand's Editorial Adjacency Guidelines. If however, a Product Placement is made by Media Company which does not comply with the rules for placement approved by the Brand, Brand's sole and exclusive remedy is to request in writing that influencer remove the placements and for Media Company to issue a credit to Brand equal to the value of such placements, or not bill Brand for such placements. If such correction materially and adversely impacts such IO, Brand and Media Company will negotiate in good faith mutually agreed changes to such IO to address such impacts. Notwithstanding the foregoing, Brand acknowledges and agrees that it will not be entitled to any remedy for any violation of the Editorial Adjacency Guidelines resulting from: (i) Product Placements placed at locations other than the Target Videos, or (ii) Product Placements displayed on properties that Brand is aware, or should be aware, may contain content in potential violation of the Editorial Adjacency Guidelines.
IV.c) Section IV (“Reporting”). Section IV shall be deleted in its entirety.
IV.d) Section V (“Cancellation and Termination”).
IV.d.i.i) Section V.a (“Without Cause”) shall be deleted and replaced in its entirety with the following:
Without Cause. Unless designated on the IO as non-cancelable, Brand may cancel the entire IO, or any portion thereof, as follows:
IV.d.i.i) Guaranteed Deliverables. With fourteen (14) days’ prior written notice (the “Cancelation Period”) to Media Company for any Guaranteed Deliverable. In the event of the Brand’s termination of a Guaranteed Deliverable, the Brand shall be responsible for paying the Media Company the greater of (i) the actual CPM Deliverables generated from the Generated Video during the Cancelation Period, or (ii) an amount equal to the CPM Average for a period of fourteen (14) days.
IV.d.i.ii) Non-Guaranteed Deliverables. With seven (7) days’ prior written notice to Media Company for any non-Guaranteed Deliverable. In the event of the Brand’s termination of a non-Guaranteed Deliverable, the Brand shall be responsible for any CPM Deliverables generated from the Creator Content for seven (7) days following the termination notice date. Notwithstanding the foregoing, the Brand may cancel an IO, or any portion thereof, without penalty if the Generated Video fails Rembrand’s brand safety review.
IV.d.i.iii) Brand will remain liable to Media Company for amounts due for any custom content or development (“Custom Material”) provided to Brand or completed by Media Company or its third-party vendor prior to the effective date of termination. For IOs that contemplate the provision or creation of Custom Material, Media Company will specify the amounts due for such Custom Material as a separate line item. Brand will pay for such Custom Material within 30 days from receiving an invoice therefore.
IV.d.i.ii) Section V.c (“Short Rates”) shall be deleted in its entirety.
IV.g) Section VI (“Make Good”). Section VI shall be deleted in its entirety.
IV.f) Section VII (“Bonus Impressions”). Section VII shall be deleted in its entirety.
IV.g) Section IX (“Ad Materials”).
IV.g.i) Sections IX.b (“Late Creative”) shall be deleted and replaced in its entirety with the following:
Late Creative. If Advertising Materials are not approved by the Brand prior to the IO start date, Media Company will begin to charge the Brand on the IO start date on a pro rata basis based on the full IO, excluding portions consisting of performance-based, non-guaranteed inventory, for each full day the Advertising Materials are not received. If Advertising Materials are late based on the Policies, Media Company is not required to guarantee full delivery of the IO. Media Company and Brand will negotiate a resolution if Media Company has received all required Advertising Materials.
IV.g.ii) IX.e (“No Modification”) shall be deleted in its entirety.
IV.g.iii) In addition to, and without limiting the terms thereof, the following section shall be added to Section IX.g (“Trademark Usage”):
“Notwithstanding the foregoing, subject to Media Company’s compliance with the terms of this agreement, Brand hereby grants to Media Company a non-exclusive, limited, revocable, non-transferable right and license to use Brand’s trademarks solely in connection with Media Company’s advertising and promotion of Media Company’s digital marketing services on Google Ads. Media Company’s use will be subject to Brand’s trademark guidelines regarding advertising and trademark usage as established from time to time. Any goodwill in Brand’s names and trademarks that results from Media Company’s use of such names and trademarks will inure to the benefit of Brand.”
IV.h) Section XII (“Non-Disclosure, Data Usage and Ownership, Privacy And Laws”). Sections XII.c (“Additional Definitions”), XII.d (“Use of Collected Data”), XII.e (“User Volunteer Data”) and XII.h (“Agency Use of Data”) shall be deleted in its entirety.
IV.i) Section XIV (“Miscellaneous”).
IV.i.i) Section XIV.d (“Conflicts; Governing Law; Amendment”). The Terms will be governed in accordance with laws of California, and the parties agree that any claims, legal proceedings, or litigation arising in connection with the IO (including these Terms) will be brought solely in San Francisco County, and the parties’ consent to the jurisdiction of such courts.
IV.i.ii) Section XIV.f (“Survival”). Media Company shall have no obligation to remove Advertising Materials upon termination and/or expiration of an IO from Network Properties.
V. ADDITIONAL TERMS AND CONDITIONS. The parties agree that the following terms and conditions will be added to the IAB Standard Terms:
V.a) Approvals. Prior to the commencement of a campaign, the Brand shall have the opportunity to vet and pre-approve each Creator engaged by the Media Company in connection with an Opportunity. Rembrand agrees to conduct a brand safety review of each Generated Video using the Platform’s review functionality, as configured in accordance with the Brand’s guidelines, to ensure that the content does not contain any brand safety violations that could materially or detrimentally impact the Brand’s image, reputation, products, or services. In addition, Media Company agrees to make all Generated Videos available for the Brand’s review through the Platform for the duration of the Review Period. If the Media Company receives no objection from the Brand during the Review Period, or if the Brand provides written approval of the Generated Video in writing or via the Platform, the Generated Video will be made available for publication by the Creator in accordance with the agreed upon campaign details. Notwithstanding the foregoing, nothing herein shall prohibit the Creator from releasing and utilizing its Creator Content if a Generated Video fails Rembrand’s brand safety review (as provided for herein) and/or is not approved for publication by the Brand after all Brand Content has been removed.
V.b) Service Fees. Unless otherwise agreed upon by the Brand and Rembrand, the Brand will pay for all CPM Deliverables resulting from the Generated Videos during the period commencing on the campaign start date and ending on the day that is forty-five (45) days after the end of the campaign. Rembrand shall reserve a portion of the total fees collected from the Brand under an IO to cover maintenance and operation of the Platform.
V.c) Take Downs. For Generated Videos that contain Brand Content, Media Company may require Brand and Brand may require Media Company to take it down if (A) it violates applicable law or regulation or (B) it causes material and detrimental harm to its respective business (or in the case of Media Company, Media Company’s or the Creator’s business). Brand and Media Company will promptly comply with any such request following delivery of notice or immediately for any live streams. Media Company will have no obligation to take down any Generated Videos (including social media posts) relating to an IO on media not or no longer in Media Company’s control or otherwise not on Media Company’s social media channels.
V.d) IP Ownership and Licenses.
V.d.i) License to Media Company for Brand Content. Brand hereby grants to Media Company the right and permission to globally use, adapt, modify and share the Brand Content Input to (i) run and operate the Platform, (ii) generate and produce the Brand Content Output via the Platform and (iii) for each Opportunity, insert Brand Content Output into the Creator Content to produce the Generated Videos to enable Creators to use and promote the Generated Videos on their social channels for marketing and publicity purposes globally.
V.d.ii) Rights to Post Generated Videos. Subject to Brand’s compliance with these Terms, Media Company grants to Brand the limited right to link to the Generated Videos on the Creator’s social media channels. Brand may not use or modify the Creator Content in any other manner without Media Company’s prior written consent, including without limitation transferring, sublicensing or creating derivative works of the Creator Content.
APPENDIX A
DEFINITIONS
“Brand Content Input” means content and media posted, published, uploaded, submitted, or transmitted by Brands relating to their products and services via the Platform, such as a 2D picture of a product or a logo.
“Brand Content Output” means digital derivatives, enhancements and modifications of the Brand Content Input generated and returned by the Platform, such as making the Brand Content Input appear 3D and photo realistic, spin or jump (such combined and compiled content and media, in its entirety).
“CPM Average” means the average number of daily impressions a Generated Video receives during its publication to a permitted platform.
“Creators” means content creators and influencers who are engaged by Media Company to provide Content in connection with an Opportunity.
"Creator Content” means videos, content and other media posted, published, uploaded, or submitted to the Platform by Creators.
"Generated Videos” means the videos generated after incorporating the Brand Content Output into the Creator Content in connection with an Opportunity.
“Guaranteed Deliverable” means a Generated Video that has passed Rembrand’s brand safety check and the Brand’s review as specified in Section V.a. of these Brand Terms.
“Platform” means the Media Company’s end-to-end solution that facilitates engagements and collaborations between influencers and brands, trademark owners, and consumer product businesses for videos, content and media that requires programmatic product placement (any such engagement or collaboration, an “Opportunity”).
“Placement Asset” means any product placement digital asset provided by Brand.
“Product Placement” means the insertion of a Placement Asset into a Network Property.
“Review Period” means the twenty-four (24) hour review window (or another time period as expressly set forth in the applicable IO or the Platform) the Brand is afforded to conduct its review of a Generated Video.
“Target Videos” means videos and categories of videos from influencers that are part of the Network Properties.