REEL CONTENT PLATFORM - TERMS OF USE
Last Updated: November 29th, 2024
These Terms of Use are incorporated into any agreement between a Client and Reel Content regarding the Services provided through the Reel Content Platform. Reel Content agrees to deliver, and the Client agrees to use and, where applicable, pay for these Services according to the following Terms of Use:
1. DEFINITIONS
1.1 The definitions and interpretation rules in this section apply throughout these Terms of Use.
- Approved Personnel: Employees and agents of the Client authorized to use the Services, or the Client themselves if they are an individual.
- Briefing: Instructions and specifications for the content posted on the Platform, or sent by email by the Client, approved by Reel Content.
- Confidential Information: Proprietary or confidential information that is marked as such or defined as Confidential Information in clause 11.
- Creators: Independent contractors engaged by Reel Content through the Reel Content Platform to provide the Services.
- Client: The individual or entity purchasing Reel Content Videos to use the Services.
- Client Personal Data: Personal data processed by Reel Content on behalf of the Client as a processor.
- EU GDPR: The General Data Protection Regulation (EU) 2016/679.
- Deliverable: Content agreed upon by both parties that is finalized for use by the Client according to the Briefing, or deemed final as per clause 5.
- Intellectual Property Rights: All rights related to inventions, copyrights, trademarks, trade secrets, and any similar protections globally.
- Paid Ads: Advertisements that are promoted or paid for on social media, print, broadcast media, or any other channels.
- Licensed Use: Online promotion of the video and product on specified social media platforms or other uses detailed in the Briefing
- Privacy Policy: Reel Content’s privacy policies available at LINK, subject to updates.
- Products: The products and / or services specified in the Briefing.
- Proposed Content: Initial content provided by Reel Content for Client approval.
- Services: The services provided by Reel Content to the Client through the Reel Content Platform to create the Deliverable.
- Social Media Platform: The social media platform(s) in which the Deliverable was published.
- Reel Content Personal Data: Personal data processed by Reel Content as a controller in relation to this agreement.
- Reel Content Platform: Reel Content’s online application accessible at www.reel-content.com or as communicated to Approved Personnel.
- Cyber threat: Any harmful software or device that can disrupt or harm computer systems or data.
1.2 Definitions in these Terms of Use do not affect interpretation.
1.3 A "person" includes individuals and corporate entities.
1.4 "Company" refers to any corporate body, regardless of its formation.
1.5 Singular terms include their plural forms and vice versa unless context specifies otherwise.
1.6 References to one gender include all genders.
1.7 References to laws or statutes refer to the version in force on the date of these Terms of Use.
1.8 References to laws or statutes include all subordinate legislation applicable at the relevant time.
1.9 References to "writing" include emails.
1.10 References to clauses pertain to the clauses in these Terms of Use.
2. THE SERVICES
2.1 After accepting a Briefing, Reel Content will present it to Creators deemed suitable. Creators may offer to fulfill the Briefing on behalf of Reel Content, and these offers will be shown to the Client through a Reel Content’s employee by email.
2.2 The Client can accept one or more Creator videos, provided they have paid for such videos. Payment creates a contract between Reel Content and the Client for the Services.
2.3 Reel Content reserves the right to reject any Briefing that it considers inappropriate, impractical, or unsuitable at its discretion.
2.4 Acceptance of a Briefing by Reel Content does not ensure any Creator Offers will be made.
3. USE OF CONTENT
3.1 The rights to Produce and Use the Deliverable are granted to the Client and to Reel Content, for the maximum period permitted under applicable law (subject to the withdrawal of consent under data protection laws).
3.2 The Client agrees to remove any Deliverable that identifies the Creator (such as their face or other personal identifiers) upon request from Reel Content or the Creator, if the this content has been altered in any way, or in the case that it violates any data protection laws.
3.3 Subject to clause 3.1, 3.2 and the Client’s payment for Reel Content Video, Reel Content grants the Client a fully paid-up, worldwide, non-exclusive, royalty-free license to use, copy, and edit the Deliverable for Licensed Use.
4. USE OF PLATFORM
4.1 The Client shall not (and shall ensure that its Approved Personnel do not):
- 4.1.1 Use the Services to provide services to third parties that are equivalent to the Services.
- 4.1.2 Introduce any Cyber threat into Reel Content’s network and information systems.
- 4.1.3 Edit the Deliverable to alter the character of the Creators.
4.2 The Client and its Approved Personnel shall not access, store, distribute, or transmit any Cyber threats or any materials that:
- 4.2.1 Are unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, or racially or ethnically offensive.
-4.2.2 Facilitate illegal activities.
- 4.2.3 Include sexually explicit imagery.
- 4.2.4 Encourage unlawful violence.
- 4.2.5 Are discriminatory based on race, gender, color, religion, sexual orientation, or disability.
- 4.2.6 Are otherwise illegal or may cause damage or injury to any person or property.
Reel Content reserves the right to disable the Client's access to the Reel Content Platform if this clause is breached, without liability or prejudice to its other rights.
4.3 The Client retains all rights to the Briefing and is solely responsible for its legality, completeness, accuracy, and quality.
4.4 Reel Content will make efforts to protect the privacy and security of the Briefing while providing the Services.
4.5 The Client grants Reel Content unlimited, irrevocable, transferable, royalty-free rights to use the Briefing for performing the Services and improving the Reel Content Platform and/or Services.
4.6 After accepting a Creator Offer, the Client agrees to:
- 4.6.1 Provide the Creator with access to the relevant Products at their own expense.
- 4.6.2 Supply replacement Products if any arrive damaged at their cost.
- 4.6.3 Provide Reel Content with any necessary information about the Products to deliver the Services accurately.
4.7 The Client acknowledges that any Products given to the Creator or Reel Content do not count as payment towards Reel Content Video.
5. DELIVERABLE
5.1 The Client acknowledges that:
- 5.1.1 All Intellectual Property Rights in the Deliverable remain the property of Reel Content and/or the Creator.
- 5.1.2 The Client has no rights to the Deliverable apart from the permit granted in these Terms of Use.
5.2 While Reel Content strives for accuracy, the Client understands that the Deliverable is created by an individual Creator with their own style. Except as noted in clauses 5.3 to 5.5, Reel Content is not responsible for inaccuracies in the Deliverable.
5.3 Reel Content will provide one free revision of Proposed Content if Reel Content reasonably deems it fundamentally incorrect or not aligned with the Briefing. Additional revisions will be charged at the same rate as the original Creator Offer unless otherwise agreed.
5.4 The Client must notify Reel Content in writing of any changes to the Proposed Content within 7 days of receiving it. If no notice is provided, the Proposed Content will be deemed Deliverable.
5.5 If the Proposed Content is deemed fundamentally incorrect after the first revision, the Client can receive a cash refund for the Reel Content Video, provided they contact Reel Content within 7 days of receiving the revised Proposed Content.
5.6 The Reel Content Refund applies only to the first Briefing proposed by the Client through the Reel Content Platform or through email, and subsequent Briefings do not qualify for a refund.
6. DATA PROTECTION
Reel Content and the Client shall comply with all applicable data protection laws, including GDPR. Details of Reel Content’s data processing practices are outlined in its Privacy Policy.
7. REEL CONTENT’S RESPONSIBILITIES
7.1 Reel Content agrees to perform the Services with reasonable skill and care.
7.2 The obligation in section 7.1 does not apply if the failure is due to use of the Platform contrary to Reel Content’s instructions.
7.3 These Terms of Use do not prevent Reel Content from entering into similar agreements with others or from independently developing, using, selling, or licensing similar documentation, products, and/or services.
7.4 Reel Content guarantees that it has and will maintain all necessary licenses, consents, and permissions for fulfilling its obligations under this agreement.
8. CLIENT’S RESPONSIBILITIES
8.1 The Client agrees to:
8.1.1 Provide Reel Content with all necessary cooperation regarding these Terms of Use; and all necessary access to information needed by Reel Content to deliver the Services.
8.1.2 Comply with all relevant laws and regulations related to its activities under this agreement.
8.1.3 Timely and efficiently fulfill all other responsibilities outlined in these Terms of Use.
8.1.4 Ensure that Approved Personnel use the Services in accordance with these Terms of Use and are responsible for any breaches by Approved Personnel.
8.1.5 Obtain and maintain all licenses, consents, and permissions related to the Products necessary for Reel Content and its Creators to fulfill their obligations under this agreement.
8.2 The Client retains all rights and interests in its Briefings that are not considered personal data and is solely responsible for the legality, reliability, integrity, accuracy, and quality of all such Briefings.
9. CHARGES AND PAYMENT
9.1 Unless otherwise agreed, the Client shall pay Reel Content for each video bought in timing defined, through the bank transfer or through the provided payment options.
9.2 If Reel Content permits the Client to pay for Reel Content Videos in arrears, it will invoice the Client monthly for the videos bought, payable within seven days.
9.3 If Reel Content does not receive payment by the due date, it may:
9.3.1 Freeze all planned activities without liability, and Reel Content will not be obligated to provide any Services while invoices remain unpaid.
9.4 All payments to Reel Content under these Terms of Use
9.4.1 Must be made in euros; and
9.4.2 Are non-cancellable and non-refundable.
10. AGENTS
10.1 If the Client acts as an agent (Agent) on behalf of a third-party owner or distributor of the relevant Product (Brand), this section applies. If the Client acts solely on its behalf, this section does not apply.
10.2 The Client represents that it has the right to license the Intellectual Property Rights in the Products from the Brand to Reel Content and any Creator through Reel Content per these Terms of Use.
10.3 Provided the Agent ensures that the Brand complies with these Terms of Use as if it were the Client, all licenses and rights granted to the Client can be sub-licensed and exercised by the Brand as if it were the Client.
10.4 The Agent's licensed use of any Deliverable is limited to fulfilling obligations to the Brand and/or following the Brand’s instructions, and not for any other purpose (including promotions of the Agent).
11.1 Each party may receive access to Confidential Information from the other party as necessary to fulfill its obligations under these Terms of Use. Information shall not qualify as Confidential Information if it:
11.1.1 is or becomes publicly available other than through any unauthorized act or omission by the receiving party;
11.1.2 was lawfully in the possession of the receiving party prior to disclosure;
11.1.3 is disclosed to the receiving party by a third party who is not under any obligation of confidentiality; or
11.1.4 is independently developed by the receiving party, provided such independent development can be substantiated with documented evidence.
11.2 Except as provided in clause 11.4, each party must keep the other party’s Confidential Information confidential and shall not disclose it to any third party or use it for any purpose other than to fulfill its obligations under these Terms of Use.
11.3 Each party shall take all reasonable measures to ensure that its employees, agents, or representatives do not disclose or distribute the other party's Confidential Information in breach of these Terms of Use.
11.4 A party may disclose Confidential Information if required by law, a governmental or regulatory authority, or a court or other competent authority. However, to the extent legally permissible, the disclosing party shall provide prior notice to the other party and, where allowed, consider the other party’s reasonable input regarding the content and scope of such disclosure.
11.5 Neither party shall be held liable for any loss, destruction, alteration, or unauthorized disclosure of Confidential Information caused by a third party.
11.6 The Client acknowledges that details of the Services and the results of any performance evaluations of the Services are considered Confidential Information of Reel Content.
11.7 The parties agree that monetary damages alone may be insufficient to remedy a breach of this clause 11. Accordingly, in addition to any other available remedies, the non-breaching party shall be entitled to seek injunctive relief, specific performance, or other equitable remedies to enforce these confidentiality obligations.
11.8 The provisions of this clause 11 shall remain in effect following the termination of the Contract, regardless of the reason for termination.
11.9 Reel Content may publicly announce, including on its website, that it has entered into an agreement with the Client and may use the Client's logo for such purposes.
11.10 Reel Content reserves the right to use the Deliverable on its website or elsewhere at its sole discretion for marketing and promotional purposes.
11.11 The Creator is permitted to use the Deliverable on their personal website, portfolio, social media platforms, or other channels at their sole discretion.
12. EXCLUSIVITY
The Client acknowledges and agrees that Reel Content and any Creator are not subject to any exclusivity obligations concerning the provision of the Services to the Client. Nothing in clause 12 shall restrict Reel Content from offering Services to any other Brand or third party.
13. NOTICES
13.1 Any notice required to be given under these Terms shall be in writing and may be delivered by hand, sent via post, recorded delivery, or sent by email to the recipient's designated address or email address as follows:
13.1.1 The Client's contact email address as specified in any Briefing (or as otherwise provided by the Client);
13.1.2 Reel Content's email address, which shall be leonor@reel-content.com, or as updated by written notice to the other party from time to time.
13.2 Notices delivered by hand will be deemed received at the time of delivery (or, if delivered outside business hours, at 9:00 a.m. on the next business day). Notices sent by post or recorded delivery will be deemed received at the time they would ordinarily be delivered in the normal course of post. Notices sent by email will be deemed received at the time of successful transmission, as evidenced by the sender’s email server.