Rembrand Content Catalog Monetization Program Terms
These Content Catalog Monetization Program Terms (these “Terms”) are entered into by and between Rembrand, Inc., a Delaware corporation (“Rembrand” or “Company”), and the individual or entity accepting these Terms (“Creator” or “You”), effective as of the date you accept these Terms (“Effective Date”). These Terms shall govern your participation in Rembrand’s Content Catalog monetization program (the “Program”).
DEFINITIONS
For purposes of this Agreement, the following terms shall have the meanings set forth below:
“Ad Material” means video advertisements incorporating excerpts of Creator Content and Brand Content created by Rembrand or its partners for the purpose of media distribution.
“Brand” means brand owners, including trademark owners, consumer product businesses, and their authorized agencies and representatives, who partner with Rembrand to develop, place, and manage Ad Material using Brand Content for programmatic product placement campaigns.
“Brand Content” means any Brand-provided content, including but not limited to logos, product images, trademarks, original advertisements, or other marketing materials, provided by a Brand for incorporation into Ad Material created, adapted, or deployed by Rembrand through the Platform.
“Content Catalog” means Rembrand’s indexed collection of eligible Creator Content within the Platform made available to Rembrand and Brands for the purpose of identifying, selecting, and activating content within Ad Material.
“Creator” means an individual creator, influencer, channel owner, media publisher, or their authorized representative who participates in the Program and collaborates with Rembrand to incorporate Brand Content into Ad Material.
“Creator Content” means the Creator’s videos and media content that is posted, uploaded, published or submitted to Rembrand via the Platform.
“Published Content” means any publicly available Creator Content published by you on an applicable social media platform, including associated metadata.
“Platform” means the proprietary digital environment operated by Rembrand, including its underlying systems, software, machine learning models, user interfaces, APIs, and associated functionalities, through which Creators and Brands interact to upload, create, enhance, integrate, manage, and monetize content
“Revenue Share” means the portion of net media revenue earned from impressions on Ad Material that feature your Creator Content.
1. PROGRAM OVERVIEW
1.1. From time-to-time Rembrand may collaborate and engage with Brands to facilitate digital marketing campaigns involving Ad Material (any such engagement or collaboration, an “Opportunity”). The Program enables Creators to monetize their Creator Content by electing to participate in an Opportunity and earn revenue on their library of Creator Content. As a participant in the Program, your Creator Content will be ingested into the Platform for potential Opportunities either through direct upload by you or via automated scraping by Rembrand of Published Content. The Creator may subsequently add additional Creator Content or request the removal of certain Creator Content from the Content Catalog, by submitting a written request through the Platform or directly to Rembrand. Creator Content will only be made available to Brands within the Platform for the purpose of identifying, selecting, and activating content for Ad Material once appropriate authorization is granted by the Creator. When selected by a Brand, new Ad Material will be created using clips of your Creator Content available within the Content Catalog to be delivered for advertising campaigns in connection with an Opportunity.
2. LICENSE & CONTENT USAGE
2.1. License to Creator Content. You hereby grant Rembrand a non-exclusive, worldwide, royalty-free, and sublicensable right and license to (a) ingest, store, analyze, excerpt, and use the Creator Content to produce the Ad Material; and (b) for each Opportunity, enable Brands to use, distribute and display the excerpts of its Creator Content within the Ad Material solely for Opportunities approved by the Creator and the Brand for marketing and publicity purposes globally.
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 Opportunities.
2.2. Ownership. As between the Creator and Rembrand, the Creator and its licensors own and retain all rights, title and interest in and to all of its Creator Content. The Brands shall retain all rights, title and interest in to and to all of its Brand Content. The Creator may not use or modify the Brand Content in any manner without Rembrand’s prior written consent, including without limitation transferring, sublicensing or creating derivative works of any Brand Content.
2.3. Promotional Rights. You agree that Rembrand may showcase your participation in the Program for marketing, sales, or PR purposes.
3. BRAND PARTICIPATION & APPROVAL
3.1. Campaign Notification. If your Creator Content is selected for use in a campaign by a Brand, you will receive an email notification from Rembrand with details regarding the Opportunity, including, but not limited to, the brand name, campaign scope, a preview of the Ad Material production, and the anticipated campaign flight dates.
3.2. Campaign Opt-Out. Upon a Brand’s selection of your Creator Content, you will have seventy-two (72) hours to opt out of the Opportunity. If Rembrand receives no objection from you within that period, or if you provide written approval by email or via the Platform, Rembrand and the Brand will continue with production and publication of the Ad Material in accordance with the proposed campaign details. Upon prior written notice to Rembrand, you may request that certain Brands or categories of Brands be excluded from utilizing your Creator Content for Opportunities.
4. MONETIZATION & PAYMENT TERMS
4.1. Monetization Policy. Subject to your compliance with these Terms, as consideration for the Creator Content you make available to Rembrand and the Brands for each Opportunity, Rembrand will pay you a Revenue Share arising from an Opportunity, in accordance with and subject to the Program 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. Furthermore, Rembrand shall have no obligation to remit payment for any fees, commissions and/or costs incurred by the Creator or any other third-party for the use of Creator Content pursuant to an Opportunity.
5. WARRANTIES & REPRESENTATIONS
5.1. You represent and warrant to Rembrand that:
You have (and will continue to have) all rights, clearances, consents and authorizations that are necessary to grant the rights and license granted by you hereunder.
Your Creator Content, including Rembrand’s use thereof under these Terms, do not and will not infringe or violate any intellectual property or other rights of any third party or cause a breach of any agreement or obligations between Creator and any third-party.
Your content complies with all applicable laws and the terms and conditions of the platform on which it was originally published.
The Creator acknowledges and agrees it shall be responsible for securing written releases, licenses, consents and/or permissions required for Rembrand to use the Creator Content as contemplated herein (“Legal Clearances”). The Creator will inform Rembrand immediately if it determines that there are risks associated with using the Creator Content as contemplated by these Terms. The Creator shall be responsible for clearly and specifically identifying any such risks, including furnishing any information relating to its inability to clear the Creator Content for the usage requirements set forth herein. Rembrand shall have the right to review all Legal Clearance materials.
6. TERMINATION
6.1. Creator Opt-Out. You may withdraw from the Program and discontinue access and use of your Creator Content as provided for herein by toggling off the Catalog Monetization feature within the Platform. Rembrand will comply with any such request and remove your Creator Content from the Content Catalog within twenty (20) business days following delivery of notice; provided that any in-flight campaigns that are already in progress will not be affected by such withdrawal and will continue to run through the proposed and agreed upon flights dates of the campaign.
6.2. Termination by Rembrand. Rembrand may suspend your participation in the Program or terminate these Terms at any time, and for any reason, including for brand safety concerns or inactivity.
6.3. Effect of Withdrawal/Termination. Upon the Creator’s withdrawal from the Program, or Rembrand’s termination of these Terms and your participation in the Program: (i) except in connection with in-flight campaigns that will remain in effect for the duration of campaign flight dates as specified in Section 6.1, Rembrand will remove your content from brand discovery within the Platform and discontinue its availability in the Content Catalog, and (ii) all fees and/or Revenue Share payments accrued and owed by Rembrand to Customer will become due in accordance with the Monetization Policy.
7. INDEMNIFICATION; LIMITATION OF LIABILITY
7.1. Rembrand Indemnification. Rembrand agrees to indemnify, defend and hold harmless the Creator and its agents and representatives from and against liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of a third-party claim, dispute, demand or investigation arising out of or in any way connected with (a) Rembrand’s gross negligence, willful misconduct or fraud, or (b) its breach of its representations, warranties, obligations, agreements and covenants set forth in these Terms.
7.2. Creator Indemnification. The Creator will indemnify and hold Rembrand and its officers, directors, affiliates, employees and agents, harmless from and against any liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of a third-party claim, dispute, demand or investigation arising out of or in any way connected with (a) the Creator Content, including without limitation that it infringes, misappropriates or violates a third party’s intellectual property rights, or rights of publicity or privacy, (b) the Creator’s gross negligence, willful misconduct or fraud, or (c) any breach of your representations, warranties, obligations, agreements and covenants set forth in these Terms.
7.3. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCLUDING EACH PARTY’S INDEMNIFICATION OBLIGATIONS HEREIN, NO PARTY, NOR THEIR RESPECTIVE AFFILIATES, NOR ANY OF ITS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS SHALL HAVE ANY LIABILITY OF ANY TYPE (INCLUDING, BUT NOT LIMITED TO, CONTRACT, NEGLIGENCE, AND TORT LIABILITY), FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO THE LOSS OF OPPORTUNITY, LOSS OF USE, OR LOSS OF REVENUE OR PROFIT, IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT.
8. GENERAL PROVISIONS
8.1. Non-Disparagement. While participating in the Program, and afterwards, 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.
8.2. Independent Contractors. It is mutually understood and agreed that the relationship between the parties is that of independent contractors. Neither party is the agent, employee, or servant of the other.
8.3. Payments to Personnel & Representatives; Taxes. 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 (“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.
8.4. Governing Law; Amendment. These Terms will be governed by the laws of the State of California. The Creator and Rembrand agree that any claims, legal proceedings, or litigation arising in connection with these Terms will be brought solely in San Francisco County, and the parties consent to the jurisdiction of such courts. No modification of these Terms will be binding unless in writing and signed by both parties. If any provision herein is held to be unenforceable, the remaining provisions will remain in full force and effect. All rights and remedies hereunder are cumulative.
8.5. Headings. Section or paragraph headings used in these Terms are for reference purposes only, and should not be used in the interpretation hereof.
8.6. Entire Agreement. These Terms will constitute the entire agreement of the parties with respect to the subject matter thereof and supersede all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to the subject matter herein.
BY CLICKING "I ACCEPT" OR OTHERWISE SIGNING BELOW, YOU AGREE TO THE TERMS OF THIS AGREEMENT.
By: ____________________________
Name: _________________________
Title: __________________________