TotalVideoNow™ Product Terms
IMPORTANT: THESE SPECIAL TERMS PERTAINING TO TOTALVIDEONOW™ (THE "VIDEO SERVICES TERMS") ARE REFERRED TO IN THE REACHLOCAL CANADA, INC. ("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 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, 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 in the amount of the greater of $100 or $100 per hour 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 in the amount of $300 which shall be assessed to you for rescheduling requests received within 72 hours of a scheduled shoot.
- Premium Business Profile Video With Bonus Photos: Refers to 90 minutes on location, single location filming and editing to create a video of approximately 1 minute in length, a video of approximately 15 seconds in length and 15 still photographs taken (the "your Photographs") 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 Creation Services or VCS: Refers to a web based preview and revisions management system for the 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.
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 or request a different filming date via the VCS or some other means which ReachLocal shall designate at a later date. You shall also include any specific requests for your Video via the VCS.
- Your Content. The VCS includes an upload feature which allows you to upload your Content for use within the Video Services.
- Format. Once approved, your Video shall be encoded in full frame H.264 at 16x9 aspect ratio and the photograph file type shall be either .jpg or .jpeg.
- Security of Usernames and Passwords. You and your agents will keep strictly confidential any usernames and passwords for access to the VCS (or any portion thereof), shall not allow any other person to access or use the VCS utilizing your username or password, and you or agent will access or use the VCS solely for the purposes detailed under this Agreement. If the security of your username(s) or password(s) is compromised in any way, or if you or your agent suspects that it may be, you shall immediately contact ReachLocal, and you shall be liable and responsible for any loss suffered in this regard.
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 via the VCS.
- Requests for revisions shall be submitted through the VCS within five (5) 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 through the VCS approval functionality. Once you approves your Video through the VCS approval functionality 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 via the VCS, the specific nature of the concern regarding the Video Services. Alternatively, in the event you do not provide a revision request within five (5) 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 and your Photographs including the right to copyright your Video and your Photographs (or any portion thereof) and the perpetual and exclusive right to exploit, and allow others to exploit, your Video and your Photographs 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.
- 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.