TERMS FOR AHALOGY SERVICES

 

  1. Ahalogy Service Terms

(a)        Ahalogy Solution.  Quotient hereby agrees to furnish to Customer, subject to these Terms, the Agreement, and any Insertion Order (“IO”)  entered into by the PartiesIO, the services contained in such IOIO entered into between the parties (the “Ahalogy Solution”).  Under the IO, Customer may engage Quotient to direct the development of certain custom content (the “Brandable Content”) that will be provided to Customer (“Brandable Services”), and such IO will be referred to as “Brandable IO”.  Under the IO, Customer may engage Quotient to provide data services (“Muse Solution”) through which Customer shall have access to certain data made available by Quotient (“Muse Data”), and such IO will be referred to as (a “Muse IO”).  The Ahalogy Solution and, if applicable based on the agreements of the Parties, the Additional Services, the Brandable Services and the Muse Solution, shall together be referred to herein as the “Ahalogy Services”. 

(b)        Quotient’s Ownership Rights. All rights, title and interest now existing or hereafter in existence in and to the Ahalogy Solution, as well as any source codes, object codes, customizations, enhancements, modifications, derivative works, and other proprietary information therein, including, without limitation, all rights to patents, copyrights, trademarks, and trade secrets, are and shall remain Quotient’s sole and exclusive property, and Customer does not acquire any rights, express or implied or by estoppel, therein, other than as expressly set forth in this Agreement.

(c)        Customer’s Ownership Rights. “Customer Content” means the images, information, data, reports or other materials provided by Customer to Quotient.  As between the Parties, all rights, title and interest thereon, are owned exclusively by Customer.   Quotient and its agents are hereby granted a non-exclusive, royalty-free license during the Term to access, use, display, distribute, perform copy and create derivative works of the Customer Content as necessary in order to perform the Ahalogy Services.  Quotient may also include Customer’s name or logo in its customer lists before and after the Term. 

(d)        License to Brandable Content.  This Section 1(c) shall be applicable to any Brandable Services provided to Customer by Quotient, but shall have no effect if no Brandable Services are provided to Customer.  Customer is hereby granted a worldwide, non-exclusive, non-sublicensable and non-transferable right to feature any Brandable Content on Customer’s website, social channels, paid media (including Promoted Pins) and for other digital marketing purposes for a period of one (1) year commencing on the date that such Brandable Content is published in accordance with the applicable Brandable IO.  Customer and Quotient may agree that Customer may use the Brandable Content in print and offline materials for an additional fee and any such agreement will be outlined in the Brandable IO or otherwise agreed to by Quotient and the Customer in writing. 

(e)        Muse Solution and Muse Data. This Section 1(d) shall be applicable if the Muse Solution is provided to Customer by Quotient, but shall have no effect if the Muse Solution is not provided to Customer.  As between the Parties, all rights, title and interest in and to the Muse Solution and the Muse Data are owned exclusively by Quotient or its Licensor’s (as the case may be).  Customer is hereby granted a limited, non-exclusive, non-sublicensable, non-transferable and royalty-free right during the term of any Muse IO to access and use the Muse Data through the Muse Solution in accordance with both the applicable Muse IO and any restrictions displayed or provided to Customer by Quotient in connection with the Muse Solution.  If Customer suggests to Quotient or requests any new features, functionality, or performance for the Muse Solution that Quotient subsequently incorporates into the Muse Solution, either as a customization for Customer or as standard feature for all customers, (including, without limitation, any interfaces or conversion software), all rights, title and interest now existing or hereafter in existence therein shall automatically be the sole and exclusive property of Quotient and shall be free from any confidentiality restrictions that might otherwise be imposed upon Quotient pursuant to this Section 1.  To the extent that all such rights, title and interest therein cannot automatically vest in Quotient, Customer hereby assigns them to Quotient or its designee and agrees to execute any additional documents and do all things necessary or appropriate during and after the term of this Agreement to establish and confirm all such rights, title, and interest in Quotient and to facilitate the obtaining by Quotient of any desired legal protection for the Muse Solution in other countries, any such materials to be prepared and filed at the expense of Quotient. 

  1. Project Terms.
  • Brandables: Customer is engaging Quotient to leverage its publishing network and engage certain creators in such network (the “Content Creators”) to create new professional-quality, custom, brand integrated content (the “Brandable Content” or the “Content”) that will be developed in accordance with the Customer Brief (as defined below) (the “Services”).  Quotient agrees to offer various integration options to meet the campaign objectives and brand budgets as communicated by the Customer in writing in the Customer Brief. Quotient will manage the entire process for the creation of the Content in accordance with the Customer Brief and will be responsible for both engaging the Content Creators and exclusively managing all communication with such Content Creators. 

 Except as otherwise set forth in the Customer Brief, each piece of Brandable Content, as applicable, will meet the following specifications:

 Static Brandable Content

  • Include at least 3-5 illustrative images that have been custom created for purposes of the Content
  • Utilize a specified product of Customer (the “Product”) in the imagery
  • Mention the Product and link to an agreed upon destination (i.e. Customer site)
  • Include an express disclaimer or otherwise disclose both at the beginning of the Content and whenever shared (including social posts) that this is a sponsored post in accordance with the FTC Guides (as defined below)
  • Will not include any mention or image of competitive brands or branded products, but may however contain other unbranded products
  • High-resolution, print-ready imagery for offline use

Video Brandable Content:

  • 15+ second high-quality video development
  • Custom product and brand integration into recipe creation process
  • Customer-owned asset most effective for social promotion
  • Content creator publishes video with long-form content to their blog with approved “sponsored by” messaging
  • Cross promotion of video across the creator’s social channels for “influencer-like” distribution
  • Include an express disclaimer or otherwise disclose both at the beginning of the Content and whenever shared (including social posts) that this is a sponsored post in accordance with the FTC Guides (as defined below)
  • Will not include any mention or image of competitive brands or branded products, but may however contain other unbranded products

 Social Brandable Content

  • Include illustrative images that have been custom created for purposes of the Content to be amplified on social media
  • Utilize a specified product of the Brand (the “Product”) in the imagery
  • Mention the Product and link to an agreed upon destination (e.g. the Brand site)
  • Include an express disclaimer or otherwise disclose both at the beginning oc the Content and whenever shared that this is a sponsored post in accordance with the FTC guidelines (as defined below)
  • Will not include any mention or image of competitive brands or branded products, but it may however contain other unbranded products

The Quotient Brandable Content process is:

  • Customer will provide Quotient with an outline of the purpose of the Content to be created (e.g. reapply on website, utilize for organic Pinterest activity, use as a Promoted Pin).
  • The Customer will complete a briefing document provided by Quotient (the “Customer Brief”), which shall include target completion schedule for the various stages of the Content creation process described herein.
  • Quotient will follow up with a proposal for the creation of the Content, as well as any proposed modifications to the Customer Brief.
  • Customer to approve of the proposal and the modifications to the Customer Brief, if any, and provide the Product to Quotient.
  • Once the Customer Brief has been approved, Quotient will invoice Customer for the Brandable Content outlined in the Customer Brief, and Customer will pay the invoice within thirty (30) days.
  • Quotient will provide Customer with a short list recommendation of identified Content Creators.
  • Customer to align to the Content Creator recommendations.
  • Quotient will direct each Content Creator approved by Customer to create Brandable Content in accordance with the Customer Brief.
  • Quotient will provide a draft of the Brandable Content to Customer for approval.
  • Once Customer has approved the Content, the Content will be published on Content Creator’s Website and social media channels.

License/ Ownership:

  • Notwithstanding the Term, Quotient will cause each Content Creator to keep any published Content intact for at least 12 months, starting at the moment the applicable Content is published.
  • Customer understands and agrees that the applicable Content Creator retains ownership of the Content. As set forth in the Agreement, Quotient hereby grants Customer a worldwide, non-exclusive, non-transferable and non-sublicensable  right to feature this Content (image and copy, including any Content Creator’s name/likeness/social media handle or channel/blog name) on their website, social channels and paid media (including Promoted Pins), and use such Content for other marketing purposes in any and all media, electronic or physical, now known or later developed, for up to one (1) year, starting at the moment the Content is first published; provided, however, that the fact that any Content remains on public display or in circulation after the one (1) year period, including on the website or social channels of Content Creator after such one (1) year period, shall not give rise to any claim by Quotient or Content Creator. 

Attribution/ Disclosure:

  • Quotient will cause Content Creator to disclose that each piece of Content is sponsored at the beginning of the Content in accordance with applicable laws and the FTC Guides further detailed below. Quotient will also recommend that each Content Creator adds the no-follow attribute to instruct search engines that the hyperlink should not influence the ranking of the link’s target in the search engine’s index.
  • Customer understands and agrees that Customer has no right to require any specific Content Creator to, or require Quotient engage any specific Content Creator to, create Content, regardless of whether such Content Creator has created Content for Customer in the past.
  • Quotient will require that Content Creators report any current conflicts or competitive partnerships to Quotient and Quotient agrees to inform Customer of any such reported conflicts or partnerships promptly upon receiving notice thereof from the Content Creator.
  • Quotient represents and warrants that it shall cause each Content Creator to conduct themselves at all times with due regard to public morals and conventions. If a Content Creator, as determined by Customer in its reasonable discretion: (a) has engaged in, or engages in any felonious activity, whether or not such Content Creator is charged with, indicted for, convicted of, or pleads guilty to such activity; (b) has engaged in, or engages in any conduct which in the eyes of a reasonable person would bring Customer into public disrepute, contempt, or scandal, would insult or offend a reasonable person, and/or would injure, disparage, embarrass, or impair the success of Customer’s products or services; or (c) authorizes another to make any statement which could reasonably be considered conduct described in sub-clauses (a) and (b) above, and which could be reasonably construed as attributable to such Content Creator, then, in any such instance, Customer shall have the right to terminate this Statement of Work immediately upon learning of such event.  All determinations made by Customer under this section shall be final.
  • Customer believes in full transparency and in full, fair and effective disclosures of material facts relating to a Content Creator’s relationship with Customer. Accordingly, Customer requires that Quotient and any Content Creators engaged by Quotient adhere to the FTC’s Guides Concerning the Use of Endorsements and Testimonials in Advertising (http://ftc.gov/os/2009/10/091005revisedendorsementguides.pdf) (“FTC Endorsement Guides”).  Quotient shall, and shall cause all Content Creators to, comply with the FTC Endorsement Guides and neither Quotient nor any Content Creator will speak about or refer to Customer directly or indirectly, without disclosing that Customer paid for the Content Creator’s services, including, but not limited to when blogging or speaking about Customer. The form of any such disclosure shall be mutually agreed by Customer and Quotient but will appear clearly and conspicuously and in close proximity to any statements a Content Creator makes about Customer or its products or services.

Timeline and Approval:

  • Customer will adhere to agreed upon schedule outlined in the final Customer Brief.

Proof of Performance:

  • Upon completion, Quotient shall cause Content Creator to provide links to Content and links to social posts as proof of performance and Quotient shall deliver such links to Customer
  • Quotient will cause Content Creator to provide access to website analytics OR provide a performance summary for at least 3 months from Content publish date. Summary shall be delivered at the end of each month using a template provided by Quotient and reasonably approved by Customer.

Fulfillment:

  • Customer or Quotient is responsible for product/fulfillment for inclusion in sponsored Content, unless otherwise stated in the Customer Brief.

Other:

  • Monetization techniques and ad placement on the Content Creator’s website will remain at the sole discretion of the Content Creator.

(b)    Paid Media: Quotient will scale the influencer content with auction-based Paid Media by managing the Paid Media programs on behalf of the Content Creators. Quotient will manage the bidding, placement and reporting of Paid Media using the platform of our Ads API partner. Quotient can scale what works to drive high performing CPM, guaranteeing a minimum of impressions - specified in Deliverables.