Branded Content Product Terms
IMPORTANT: THESE ARE THE PRODUCT TERMS (THESE "BRANDED CONTENT TERMS") PERTAINING TO REACHLOCAL, INC.'S ("REACHLOCAL" OR "WE") BRANDED CONTENT PRODUCT. THESE PRODUCT TERMS ARE REFERRED TO IN THE REACHLOCAL ONLINE MARKETING SERVICES TERMS AND CONDITIONS (THE "MARKETING SERVICES TERMS") AND ARE INCORPORATED THEREIN.
PLEASE READ THIS CAREFULLY. YOUR EXECUTION OR APPROVAL OF AN ORDER FORM FOR MARKETING SERVICES WHICH INCLUDES BRANDED CONTENT CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THESE BRANDED CONTENT TERMS.
IN THE EVENT OF A CONFLICT BETWEEN THESE BRANDED CONTENT TERMS AND THE MARKETING TERMS AND/OR ORDER FORM, THESE BRANDED CONTENT TERMS SHALL CONTROL.
WE RESERVE THE RIGHT TO MAKE CHANGES TO THESE PRODUCT 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 BRANDED CONTENT.
Terms not defined herein shall have the meaning set forth in the Marketing Services Terms.
Features. Branded Content consists of informative content, such as articles and/or infographics or other text, images, promotional materials, photos, audio and video clips and/or other information (the “Branded Content”), with up to two rounds of revisions of articles, as well as placement of the Branded Content on online properties owned or operated by ReachLocal or its affiliates, including the USA TODAY Network and Gannett publications (the "Gannett Properties") and limited time, paid placement of such Branded Content on third-party Publishers.
- Branded Content.
a. Client Content. If and to the extent you provide any content, including any text, images, logos, trademarks, service marks, promotional materials, product or service information, comments, reviews, photos, audio and video clips and other information, to ReachLocal for inclusion in your Branded Content (referred to as "Client Content"), as between you and ReachLocal, you own all right, title and interest to such Client Content. You hereby grant ReachLocal and its affiliates a perpetual, irrevocable, license to use, reproduce, display, perform, adapt, modify, distribute, make derivative works of and otherwise exploit your Client Content to the extent incorporated in any Branded Content. ReachLocal and the Gannett Properties and the Publishers, to the extent any Branded Content is displayed therein, may each, in their respective sole discretion, reject any Client Content or modify it to meet content guidelines or other technical requirements or to address campaign performance issues. Without limiting the foregoing, any Client Content must conform to the ReachLocal Acceptable Use Policy. If Client Content is rejected, you will be asked you to provide replacement Client Content. If ReachLocal is unable to procure Client Content that satisfies the necessary requirement, ReachLocal will then refund to you any applicable amounts paid in advance. You acknowledge that you may be limited in your ability to make further modifications to your Ads after they have been delivered to ReachLocal. The acceptance of an Ad does not constitute approval or endorsement of the Ad by ReachLocal or by any Publisher.
b. Branded Content. You will have the opportunity to review the Branded Content before it goes live, but if you do not provide feedback within the requested timeframe, all such Branded Content will be deemed approved. Subject to your compliance with the Agreement, on or After the 30th day following publication of the Branded Content on any of the Gannett Properties, ReachLocal hereby grants you a limited, perpetual, license to use, reproduce, display, perform and distribute the Branded Content in its original form and without modification on Client’s owned assets, including websites, email messages or applications, on Client’s Publisher accounts or as part of Client’s advertising campaigns. Any Branded Content distributed outside of the Gannett Properties must include either (i) a link back to the Gannett Property hosting the original Branded Content or (ii) attribution to “GET Creative, a division of USA TODAY”. Client may not represent or otherwise indicate that editorial or news staff of USA TODAY or any Gannett Property created or endorsed the Branded Content. ReachLocal reserves the right, in its sole discretion, to include labels in, on and/or around any Branded Content indicating that the Branded Content is paid for by and/or provided by Client, and Client and the Branded Content must shall comply with all applicable laws, rules and regulations, including without limitation the FTC’s Guides Concerning the Use of Endorsements and Testimonials and the FTC’s Enforcement Policy on so-called “Native Advertising”.
a. Description of Fees. You agree to pay the following, in the amounts set forth on the Order Form:
i. Branded Content Fees refers to the fees, payable in a single lump sum, for the production, display of and license to the Branded Content as set forth herein.
ii. Set-Up Fees refers to one-time fees for the set-up of the Branded Content. Any applicable Branded Content Set-Up Fees will be set forth on your Order Form.
iii. Other Fees refers to any other fees for additional services that you request.
b. Timing of Payment. Prior to your initial set-up consultation, you will pay the Branded Content Fees and any Set-Up Fee or Other Fees, if applicable. You understand and acknowledge that all amounts owed must be paid in advance.
Term. Your Branded Content service will begin upon ReachLocal's acceptance of your Order Form and payment of applicable Branded Content Fees, Set-Up Fees and other Fees set forth therein, and shall continue for the campaign period. Notwithstanding anything to the contrary in the Marketing Services Terms, the Branded Content service shall not be subject to auto renewal.
- Legal Requirements. Client acknowledges and agrees that it is solely responsible for providing any disclaimers, notices, or other content that it may be required to include on the Client Content and/or the Branded Content due to legal, licensing or other requirements specific to its profession, business, location, federal or state laws or regulations, or any other requirements. Similarly, if Client is prohibited from making certain statements on or in the Branded Content due to legal, licensing or other requirements, it is the sole responsibility of Client to inform ReachLocal of such limitations and confirm the Branded Content is compliant in connection with each required approval. For example, if Client is a lawyer and bar rules require inclusion of certain disclaimers on advertising materials, it is Client’s responsibility to provide such disclaimers.
Comments and Feedback. Any questions, comments, suggestions, ideas, feedback, or other information provided by you to ReachLocal are not confidential and you hereby grant ReachLocal and the Gannett Properties a worldwide, perpetual, irrevocable, royalty-free license to reproduce, display, perform, distribute, publish, modify, edit or otherwise use such information as we deem appropriate, for any and all commercial and/or non-commercial purposes, in our sole discretion.
- Disclaimers. IN ADDITION TO THE DISCLAIMERS SET FORTH IN THE MARKETING SERVICES TERMS, REACHLOCAL AND THE GANNETT PROPERTIES (I) MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED TO YOU BY OR ON BEHALF OF REACHLOCAL AND THE GANNETT PROPERTIES (INCLUDING ANY REPORTING, ANALYTICS AND SIMILAR INFORMATION); AND (II) CANNOT AND DOES NOT GUARANTEE SPECIFIC PLACEMENT FOR ANY SPECIFIC CONTENT, NOR THE EFFECT OF THE BRANDED CONTENT ON YOUR BUSINESS OR SEARCH ENGINE PLACEMENT GENERALLY. REACHLOCAL AND THE GANNETT PROPERTIES SHALL HAVE NO LIABILITY OR RESPONSIBILITY TO CLIENT OR ANY OTHER PERSON WITH RESPECT TO ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH ANY BRANDED CONTENT DISPLAYED ON USA TODAY NETWORK OR IN THE GANNETT PROPERTIES OR THE FAILURE TO DISPLAY ANY SUCH MATERIALS ON USA TODAY NETWORK.