Cameo will provide the following services and benefits during the Term (the “C4B Services”):
These Cameo for Business Additional Terms (these “Additional Terms”) along with the Cameo Terms and Sales Order(s) (collectively, this “Agreement”) govern your rights and obligations related to Cameo for Business (“C4B”) services from Baron App, Inc., doing business as Cameo, and its affiliate entities (collectively, “we”, “us”, “our,” or “Cameo”). Capitalized terms that are defined in the Cameo Terms (as defined in the Sales Order) will have the same meaning in these Additional Terms. “You,” “your” and “User” as referenced in the Cameo Terms means the Customer for purposes of this Agreement.
From time to time, we may change these Additional Terms. If we do, we will give you notice by posting them on our Site and updating the “Last Updated” date. The revised Additional Terms will be effective immediately. By using or continuing to use this product or service, you represent and warrant that you have read, understand, and agree to these Additional Terms.
Customer hereby represents and warrants that: (i) it is a business entity, lawfully registered, in the United States, Canada or the United Kingdom entering into this Agreement and purchasing Applicable Products for its business and commercial (not for personal, family, or household, purposes); (ii) its execution, delivery, and performance of this Agreement will not violate any applicable law, regulation, or third party rights; and (iii) it shall at all times comply with all applicable laws, including (x) those relating to anti-bribery and anti-corruption, including the U.K. Bribery Act 2010 and the Foreign Corrupt Practices Act of 1977, if applicable, (y) those relating to anti-slavery and human trafficking, and, in each case, shall have in place procedures and policies to ensure such compliance; and (iv) neither Customer nor any designee authorized by Customer to access Customer’s Site account is designated as a Sanctioned Party. “Sanctioned Party” means any person, group or entity subject to trade control or financial sanctions restrictions under lists maintained by the United States, Canada, the United Kingdom, the European Union, the United Nations, or other countries, including, but not limited to, the EU consolidated list of persons, groups and entities subject to financial sanctions, the Office of Foreign Assets Control lists of Specially Designated Nationals and Blocked Persons, the HM Treasury consolidated list of financial sanctions targets in the United Kingdom and equivalent lists of restricted or prohibited parties maintained under applicable laws. Customer further acknowledges and agrees (1) to be bound by the Cameo Terms as a user of the Site; and (2) that Cameo exercises no control over, and has no responsibility for, the content of any Cameo Video or other Applicable Product, any Submission, or the performance of any Talent User.
Cameo hereby represents and warrants that: (i) it is a business entity, lawfully registered, in the United States; (ii) its execution, delivery, and performance of this Agreement will not violate any applicable law, regulation, or third party rights; and (iii) it shall at all times comply with all applicable laws, including (x) those relating to anti-bribery and anti-corruption, including the U.K. Bribery Act 2010 and the Foreign Corrupt Practices Act of 1977, if applicable, (y) those relating to anti-slavery and human trafficking, and, in each case, shall have in place procedures and policies to ensure such compliance; (iv) Cameo is not designated as a Sanctioned Party; and (iv) Cameo will perform its obligations hereunder in a good and workman like manner and in accordance with the specifications set forth in this Agreement (excluding any obligation for the performance of any Talent User). Further, pursuant to and as further set forth in the Talent Terms of Service, each Talent User represents and warrants that its Talent Content in the Applicable Products, excluding Customer’s Submission and any other materials provided by Customer or its representatives to the extent incorporated therein (“Talent User Content”), does not infringe, misappropriate, or otherwise use without necessary authorization, any intellectual property, privacy, publicity, moral, or other rights of any third party, or violate any law, regulation, or court order. Additionally, solely if and to the extent Customer purchases Talent User Content Clearance for a Business Cameo Video, Cameo further represents and warrants that the Talent User Content in such Business Cameo Video does not, as related only to the laws, statutes and regulations of the United States, infringe, misappropriate, or otherwise use without necessary authorization, the copyright, trademark, or publicity rights of any third party.
Customer will pay Cameo the non-refundable Enterprise Amount (consisting of the C4B Fee plus the Credit Amount), which will be due on receipt of an invoice. Subject to Customer’s payment, Cameo will:
The Credit Amount and C4B Fee are not refundable and cannot be redeemed for cash, transferred, sold, distributed, or assigned. The Credit Amount remaining at the end of the Enterprise Term will convert to the C4B Fee earned by Cameo and will not be returned. Cameo encourages Customer to use the Credit Amount for Applicable Products during the Enterprise Term.
If Customer’s purchase of an Applicable Product obligates Cameo to collect a sales tax, use tax, or any other equivalent tax (“Sales Tax”) from Customer, Cameo will collect Sales Tax in addition to the fee for Customer’s purchase, and Customer hereby authorizes Cameo to, in its sole discretion, (i) deduct any such applicable Sales Tax from the Credit Amount in Customer’s Site account at the time of Customer’s purchase of an Applicable Product or (ii) invoice any such applicable Sales Tax to Customer, which Sales Tax will be due on receipt of the invoice.
If Customer’s purchase includes any Cameo Studio Offerings, Customer will remain fully responsible for any photos, video, text, audio, ideas, requests or other intellectual property or materials it provides to Cameo, all of which materials shall be Submissions pursuant to the Cameo Terms, as well as the combination of Cameo Studio Content with any Submission not provided by Cameo and any added captions or subtitles describing Customer’s Applicable Product(s), which Customer must review and confirm. With respect to any content created or provided by Cameo, specifically excluding any Scripting (as defined below) and any Talent User Content (collectively, “Cameo Studio Content”), as between Customer and Cameo, Cameo will be responsible for such Cameo Studio Content and shall retain ownership thereof excluding any elements of your Submissions that may be included therein. If and to the extent Cameo provides any Talent User briefs, creative concepts, scripting or edits or revisions to Customer’s potential Submissions (collectively, “Scripting”), the final work product of such Scripting, upon Customer’s payment in full of the Enterprise Amount, shall be deemed incorporated into Customer’s Submission and, as between Customer and Cameo, owned by Customer, and Cameo hereby assigns to Customer all right, title and interest in and to such Scripting, or to the extent Cameo retains any interest in such Scripting, hereby grants to Customer a perpetual, fully-paid and royalty-free, irrevocable and worldwide right, with the right to sublicense through multiple levels of sublicensees, to use, reproduce, distribute, create derivative works of, publicly perform and publicly display in any medium or format, whether now known or later developed, to such Scripting. Notwithstanding Cameo’s provision of any such Scripting, Customer acknowledges and agrees it is solely responsible for the substance of such Scripting, including but not limited to: (x) providing any disclaimers, notices, or other content that it may be required to include in the Scripting, Submission and/or any Cameo Studio Content due to legal, licensing or other requirements specific to its profession, business, location, federal or state laws or regulations, or any other requirements; (y) substantiating any claims set forth in the Submission; and (z) ensuring that such final Submission and Customer’s use of any Applicable Product complies with all applicable laws, rules, and regulations, including, without limitation, any required disclosure in connection with the use of an Applicable Product to identify it as a commercial endorsement, such as the U.S. Federal Trade Commission publication “Guides Concerning the Use of Endorsements and Testimonials in Advertising” and any similar requirements that may be applicable. Except as expressly set forth herein, the modified, adapted and/or derivative Applicable Product that includes Cameo Studio Content shall otherwise be subject to the applicable Cameo Terms as a Cameo Video, Business Cameo Video or other Applicable Product in all respects, including any terms of Customer’s license to use such Applicable Product. If your Cameo Studio Offering includes any rounds of revisions, we ask that you provide any feedback or revisions within the specified time frame. If you are unable to review within such time period, the Cameo Studio Content will be deemed approved and provided to you as final.
Either party may terminate this Agreement: (i) if the other party breaches a material term and does not cure the breach within 30 days of notice detailing the nature of the breach, effective at the end of the 30-day period; (ii) when the balance of the Credit Amount is zero; or (iii) on notice if the other party is judged bankrupt or insolvent, makes a general assignment for the benefit of its creditors, or it has a trustee or receiver appointed or has any petition by or on behalf of such party is filed under any bankruptcy or similar laws.
Cameo may refer to Customer as one of Cameo’s customers and use Customer’s name and logo as part of such reference by any means, including on Cameo’s website, social media, and in emails and other marketing materials. Cameo may issue one or more press releases announcing its relationship with Customer with Customer’s prior written approval, such approval not to be unreasonably withheld, conditioned, or delayed. Customer also agrees to be a reference for Cameo; provided, that Cameo will provide Customer with reasonable notice and obtain Customer’s consent before scheduling any reference calls.
