Introduction
Capitalised terms used but not defined in this document shall have the meaning given to them in the applicable statement of work (SOW).
Talent terms
- Brainlabs will procure that the relevant Talent enter into agreements with Brainlabs which provide for the terms set out in this clause.
- The Deliverables contemplated by the SOW will be provided in accordance with industry best practice.
- Use rights shall be granted consistent with ‘use of the content’ outlined in the SOW.
- At the end of the use right period the Client will not be required to delete or otherwise archive historic posts containing the Content.
- The Deliverables will comply with applicable laws and rules.
- The Deliverables shall not feature third party intellectual property rights in the Deliverables unless the use of such rights in connection with the campaign will comply with the relevant third party intellectual property rights.
- Talent will comply with reasonable brand guidelines provided by the Client to Brainlabs, and which Brainlabs receives prior to the Talent being instructed.
- The Deliverables must comply with the terms of use and policies of the social media platform on which it is posted.
- The Talent has not, and shall not do, anything which may bring the Client or its brand into disrepute.
- Appropriate disclosure shall be made relating to the Deliverables to ensure it is identified as an advertisement where applicable.
- Talent will inform us of previous aliases used by them.
Unexpected non-availability
If the Talent is prevented from providing their respective services due to injury, illness or any other reason, Brainlabs will (as the Client’s sole remedy), at the Client’s election, (i) where practical request that the Talent provide the Deliverables on another date agreed between the Client, Brainlabs and the Talent, or (ii) use all reasonable endeavours to find a replacement Talent to provide the Deliverables.
Compliance with laws
Brainlabs will use all reasonable endeavours to ensure that the Deliverables comply with any applicable advertising rules or laws, depending on the territory the Deliverables go live in, as set out in the relevant SOW, such as the UK Code of Non- broadcast Advertising and Direct & Promotional Marketing (CAP Code), the Federal Trade Commission (FTC) guidelines, the standards and guidelines administered by the Australian Advertising Standards Bureau and the Advertising Standards Authority of Singapore, as applicable.
The Client will review the Deliverables and will inform Brainlabs of any rules or laws applicable to its products or services which Brainlanbs and/or the Talent should be aware of when providing the Services and/or the Deliverables.
The Client will promptly notify Brainlabs if the Client has any reason to believe that any claim or trade description made in the Deliverables submitted by Brainlabs to the Client for approval is incorrect or misleading. Brainlabs and/or the Talent shall not be liable to the Client for failure to comply with such rules or laws where the Client has failed to notify it of the same.
The Client shall indemnify, defend and hold harmless Brainlabs and its directors, officers and employees from and against any third party claims taxes, losses, damages, liabilities, costs and expenses (including penalties, fines and legal fees), arising from or in connection with an applicable SOW.
Timeline
The Client will be entitled to make two rounds of comments on the Deliverables relating to factual accuracy and compliance with the specification of the Deliverables.
Except if a different timeframe is agreed in an SOW, upon delivery of the Deliverables, the Client shall, within two business days inform Brainlabs in writing if the Deliverables are approved, such approval not to be unreasonably withheld or delayed. If the Client does not respond in this timeframe, the Deliverables shall be deemed approved. If the Client confirms the Deliverables are not approved then the Client shall provide to Brainlabs in writing details of such reasonable alteration or amendments to the Deliverables that the Client reasonably requires. Once such reasonable changes are made then Deliverables shall be deemed accepted.
Accuracy of information
Brainlabs shall take reasonable steps to check that the information provided about the Talent and details relating to their following is accurate in all material respects based on information from publicly available sources, but shall otherwise not be liable for any inaccuracies.
Unless otherwise expressly agreed, if Brainlabs provides the Client with any target or estimated numbers relating to anticipated exposure of any Deliverables or other advertising content to any particular audiences as a result of the use of the Talent, any such calculations are estimates only and Brainlabs shall not be liable in the event that such target or estimated numbers are not achieved (such that the Deliverables if otherwise completed shall be deemed to be completed).
Brainlabs may use paid spend in connection with a campaign.
Any metrics will be measured using data provided by the relevant social media platforms rather than Client third party tracking tools.