TotalVideoNow Product Terms
TOTALVIDEONOW™ PRODUCT TERMS
ReachLocal Australia Pty Limited
Last Modified: 1 October 2018
Important: These special terms pertaining to TotalVideoNow (the “Video Services Terms”) are referred to in the Reachlocal Australia Pty Limited’s ("ReachLocal" or "We") online marketing services terms and conditions (the “Marketing Services Terms”) and hereby incorporated therein. Please read these video services terms carefully.
Your execution of an order form for marketing services which includes TotalVideoNow constitutes your agreement to be bound by these Video Services Terms.
In the event of a conflict between these video services terms and the Marketing Services Terms and/or order form, these video services terms shall control.
We reserve the right to make changes to these Video Services Terms at any time. We shall provide notification of changes in these terms by updating the last modified date set forth above. All such changes shall be binding upon you once posted, online at our website www.reachlocal.com.au unless such changes are material in which case such changes shall not take effect until the next time you sign an order form which includes these products.
Defined Terms. Terms not defined herein shall have the meaning set forth in the Marketing Services Terms. Other defined terms used herein are as follows:
- Additional Revisions Fee: Refers to a fee which shall be assessed to you for any additional rounds of revisions you request after the initial two (2) rounds of revisions.
- Your Content: Refers to content provided by you, including raw footage, trademarks and service marks, for inclusion within the Video Services.
- Your Video: Refers to the video and graphics produced for you as part of the Video Services.
Reschedule Fee: Refers to a fee to be assessed to you for rescheduling requests of a scheduled shoot, based on the following:
- Rescheduled within one week of a scheduled shoot in the amount of 50% of the Fees set forth in your Order Form for the Video Services; or
- Rescheduled within 48 hours of a scheduled shoot in the amount of 75% of the Fees set forth in your Order Form for the Video Services; or
- Rescheduled within 24 hours of a scheduled shoot in the amount of 100% of the Fees set forth in your Order Form for the Video Services; or
- Rescheduled date of 31 days beyond original due date in the amount of $250 for each reschedule.
- Premium Business Profile Video: Refers to 90 minutes on location, single location filming and editing to create a video of approximately 90 seconds in length on location at a single location for the price specified in the Order Form.
- ReachLocal Representative: refers to a person designated from time to time by ReachLocal to manage your Video Services and/or other services.
- Third Party Video Service Providers: Refers to the third parties ReachLocal has contracted with as part of the provision of Video Services.
- Video Services: Video creation, hosting and playback services you are purchasing through ReachLocal.
- Third Party Hosting: Refers to the Third Party video hosting and playback provider.
Change to Filming Location Fee: Refers to a fee for a change to filming location within one (1) week of scheduled shooting. A price will be communicated to the client once revised filming location is finalised.
- Provision of Video Services. Subject to the terms and conditions hereof, ReachLocal agrees to provide you the Video Services.
- Manner of Performance. ReachLocal and the Third Party Video Services Providers shall have the right to control and direct the means, manner and method by which the Video Services are performed. ReachLocal shall have the right to change the method of providing the Video Services at its discretion.
- Order Entry and Scheduling. For all Video Services purchased, you shall confirm the scheduled filming date on the initial introduction call with ReachLocal representatives or some other means which ReachLocal shall designate at a later date. You shall also include any specific requests for your Video.
- Your Content. Your Content for use within the Video Services can be provided to ReachLocal.
- Format. Once approved, your Video shall be encoded in full frame mp4 at 16x9 aspect ratio.
- Shooting, Revisions and Editing.
- The parties shall agree upon a single location where raw footage will be gathered.
- You will receive up to two rounds of edits on your Video.
- Video Services may include music from a royalty free library.
- Review and Approval Process.
- You shall receive an email notification specifying when the first version of your Video is available for viewing.
- Requests for revisions shall be submitted to ReachLocal within two (2) business days of the date the first and second version, if applicable, of your Video is made available to you. If no revisions are required, you shall approve your Video by email confirmation. Once you approve your Video, such approval shall be deemed final and any subsequent revisions shall be at an additional cost to you. If revisions are requested, you shall specify, in writing to ReachLocal the specific nature of the concern regarding the Video Services. Alternatively, in the event you do not provide a revision request within two (2) business days of the applicable version of the video being made available to you, your Video shall be deemed approved.
- Once your Video is deemed final, you shall be provided with an online means by which you may download your Video for local storage by you. This shall be the sole means made available to you for procuring a copy of your Video.
Embeddable Web Player. You are granted a limited, non-exclusive, non-transferable, terminable license (without the right to sublicense) to use the Third Party Hosting software solely to display your Video on your website. You shall not, and shall not permit any third party to, reverse engineer, disassemble or decompile the Third Party Hosting Technology or any portion thereof. The Third Party Hosting company shall solely own all right, title and interest in and to their technology, together with all improvements thereof and all intellectual property rights therein.
Licenses. You irrevocably grant ReachLocal and its Third Party Video Service Providers, a non-exclusive, perpetual, royalty-free, worldwide license to use, reproduce, publish, display, distribute and modify your Content and your Video solely in connection with performance of its obligations pursuant to this Agreement and for marketing purposes. SUBJECT TO SECTION 6, you retain exclusive ownership and all right, title and interest in and to all of your Content and your Video. In addition, you agree that ReachLocal may, during the term of this Agreement and thereafter, include your name (including any trade name, trademark, service mark and logo), or your Video provided hereunder on ReachLocal's customer list and in its marketing materials and sales presentations.
Representations and Warrantees. You represent and warrant that no part of your Content or any specific filming or photography that you instruct or direct ReachLocal or the Third Party Video Services Provider to take: (a) infringes on any third party's copyright, patent, trademark, trade secret, moral or other proprietary rights or right of publicity or privacy; (b) violates any law, statute, ordinance or regulation, including, without limitation, laws and regulations governing export control, false advertising or unfair competition; (c) is defamatory or libelous; (d) is pornographic or obscene; or (e) is subject to any obligation to any other party, whether of confidentiality, attribution or otherwise. You also represent and warrant that (i) You have all necessary rights to permit and hereby grant ReachLocal all such rights which are necessary for ReachLocal to perform, or cause to be performed, the Video Services, (ii) You have the written consent, release, and permission of each and every identifiable individual person in your Content to use the name or likeness of each and every such identifiable individual person in the manner contemplated by these Video Services Terms.
Ownership. Upon payment in full, you shall own all right, title and interest in and to your Video including the right to copyright your Video (or any portion thereof) and the perpetual and exclusive right to exploit, and allow others to exploit, your Video in any and all media and for any and all uses. Notwithstanding the foregoing, ReachLocal may retain a copy for its records and marketing purposes.
Clearances. ReachLocal and its Third Party Video Services Providers shall endeavor to secure all third party clearances, rights, licenses, permissions, consents, releases and the like, for; (a) those individuals they provide to appear within your Video; (b) the location (if owned by a third party); and (c) any music provided by it, provided that neither ReachLocal nor its Third Party Video Services Providers shall be obligated to incur any costs in connection with obtaining such clearances. You are responsible for securing any other Third Party clearances, rights, licenses, permissions, consents, releases and the like, including without limitation, any images and music or locations that you request to film or use in your Video. For the avoidance of doubt, you shall be responsible for securing the rights to and clearance for filming at your place of business and shall pay any fees required for such rights and clearances.
- Financial Terms.
- Fees. You shall pay the fees detailed in the definitions section and the Order Form for the Video Services selected and any Additional Revisions Fee and Cancellation/Reschedule Fee, if applicable.
Payments. Prior to the provision of Video Services, you shall pay ReachLocal the full price of the Video Services as set forth in the IO in accordance with the Advertising Terms.
- No Auto Renewal. Notwithstanding anything to the contrary in the Marketing Terms, the Order Form covering the Video Services shall not be subject to auto renewal.