Rembrand Platform Terms and Conditions

Last Updated: May 27, 2024

Welcome to the Rembrand Site and Platform!

Please read these Platform Terms and Conditions (the “Platform Terms“) carefully because they govern your use of our website located at rembrand.com (the “Site”), as well as the Rembrand platform (the “Platform”) and of the programmatic product placement services offered by Rembrand, Inc. (“Rembrand”, “we”, “us”) via the Platform. The Platform is an end-to-end solution for content creators and influencers (collectively, “Creators”) and brands, trademark owners and consumer product businesses (collectively, “Brand Owners”) and in each case, their representative agencies (Brand Owners, together with such agencies, “Brands”). When not otherwise specified, “you” and “your” refer to either Creators and Brands, as applicable. To make these Platform Terms easier to read, the Site, the Platform and all related services provided by Rembrand are collectively referred to as the “Service.” Please review our Privacy Policy (“Privacy Policy”), which also governs your use of the Service, for information on how we collect, use and share personal information.

If you access the Platform and use the Service as a Brand, such use and your interactions with Rembrand and other Platform Users (as defined below) will be also be governed by Brand Terms between you and us (“Brand Terms”) and the Brand Terms form a part of, and supplement, these Platform Terms. If there is any conflict or inconsistency between the Platform Terms and Brand Terms with respect to the Brand’s use of the Platform, the Platform Terms control and govern. If there is any conflict or inconsistency between the Platform Terms and Brand Terms with respect to product placement, the Brand Terms control and govern.

If you access the Platform and use the Service as a Creator, such use and your interactions with Rembrand and other Platform Users will be governed by the Creator Terms between you and us (“Creator Terms”), and the Creator Terms form a part of, and supplement, these Platform Terms. If there is any conflict or inconsistency between the Platform Terms and the Creator Terms, the Platform Terms control and govern.

Overview. The Platform facilitates engagements and collaborations between Brands and Creators for videos, content and media that require programmatic product placement (any such engagement or collaboration, an “Opportunity”).
Brand Content. Specifically, Brands can post, upload, publish, submit or transmit content and media relating to their products and services via the Platform, such as a 2D picture of a product or a logo (“Brand Content Input”), and the Platform will generate and return digital derivatives, enhancements and modifications of the Brand Content Input, such as making it appear 3D and photo realistic, spin or jump (such combined and compiled content and media, in its entirety, the “Brand Content Output”, and together with the Brand Content Input, the “Brand Content”). See Section 14 for additional details on how we consider and define Brand Content Output.
Creator Content. The Platform permits Creators to post, upload, publish or submit their videos, content and media via the Platform (“Creator Content”).
Generated Videos. In connection with an Opportunity, the Platform (or the Creator or Brand, as permitted by the Platform) will then incorporate the Brand Content Output into the Creator Content (the “Generated Videos”). To make these Platform Terms easier to read, “Content” means for Brands, Brand Content and for Creators, Creator Content. For additional information about the benefits of our Platform for Brands and Creators, see our blog post “Unleashing the Power and Scale of AI Product Placement”.
Agreement to Terms. By using our Service, opening an account (as described in Section 5), or by otherwise clicking to accept or agree to the Platform Terms, whether as a Brand or a Creator, you agree to be bound by these Platform Terms. If you don’t agree to be bound by these Platform Terms, do not use the Service. If you are accessing and using the Service on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that entity to these Platform Terms. In that case, “you” and “your” will refer to that entity. If you are accessing and using the Service as an agency for a Brand Owner, you represent and warrant that you have the authority as such Brand Owner’s agent to bind such Brand Owner to these Platform Terms.
Changes to these Platform Terms or the Service. We may update the Platform Terms from time to time, in our sole discretion. If we do, we’ll let you know by posting the updated Platform Terms on the Site and we may also send other communications. It’s important that you review the Platform Terms whenever we update them or your use the Service. If you continue to use the Service after we have posted updated Platform Terms it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the Service anymore. Because our Service evolves over time we may change or discontinue all or any part of the Service, at any time and with or without notice to you, at our sole discretion.
Who May Use the Service? You may use the Service only if you are at least 16 years of age (or such other minimum age at which you can provide consent to data processing under the laws of your territory), and not otherwise barred from using the Service under applicable law. If you are over 16 years of age but under the age of majority in your respective jurisdiction, you hereby represent and warrant that your parent or legal guardian has read these Platform Terms, and accepts them on your behalf. Parents and legal guardians are responsible for the acts of their minor children when using the Service, whether or not the parent or guardian has authorized such acts.
Account and General Terms. To access and use the Service, you must register and create a Rembrand account (“Account”) in accordance with and subject to terms and conditions herein.
Creator Accounts and Brand Accounts. You can register for an Account to use the Services as either or both (i) a Creator (a “Creator Account”), under which you can post, upload, publish, submit or transmit Creator Content or (ii) a Brand (a “Brand Account”), under which you can post, upload, publish, submit or transmit Brand Content Input.
General Registration Terms. To register for an Account to use our Services as a user, whether as a Brand or Creator, of the Platform (a “Platform User”), you must complete a profile (a “Profile”), which you consent to be shown to other Platform Users. You agree that you will safeguard your password and that you are solely responsible for any activities or actions under your Account, whether or not you have authorized such activities or actions. You will immediately notify us of any unauthorized use of your Account. You are solely responsible for your Account, Profile and Content. You agree not to provide any false or misleading information about your identity or location, your business, the beneficial owner(s) of your business, your skills, or the services your business provides, and you agree to correct any information that is or becomes false or misleading. We reserve the right to suspend or terminate the Account, or access to our Services, of anyone who provides false, inaccurate, or incomplete information in creating, marketing, or maintaining a Profile or an Account.
Team Members. The Platform will include functionalities to permit (i) Creators to give permissions to other Platform Users (“Creator Team Members“) to act on behalf of the Creator Account and (ii) Brands to give permissions to other Platform Users (“Brand Team Members“) to act on behalf of the Brand Account. Each Creator Team Member and each Brand Team Member must have their own Account to be added to a Creator Account or a Brand Account, as the case may be. You acknowledge and agree that the Account owner is solely responsible, and assumes all liability, for managing membership of the Account (i.e., as team members leave, it is the Account owner’s responsibility to remove their access).
Access to and Use of the Service.
Access to the Service; Account. Subject to the terms and conditions of these Platform Terms, Rembrand hereby grants you a limited, non-exclusive, non-transferable right to access and use the Service.
Use Restrictions. You agree not to do any of the following:
Post, upload, publish, submit or transmit any Content or other materials or information that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; (vii) promotes illegal or harmful activities or substances or (viii) disparages Rembrand or any other person or party;
Use, display, mirror or frame the Service or any individual element within the Service, Rembrand’s name, any Rembrand trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Rembrand’s express written consent;
Attempt to probe, scan or test the vulnerability of any Rembrand system or network or breach any security or authentication measures;
Attempt to access or search the Service or download content from the Service using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Rembrand or other generally available third-party web browsers;
Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
Provide, submit, transmit or disclose any information via the Service that may be considered confidential or proprietary to your current or former employer without proper authorization or permission;
Use the Service in any manner that may be considered engaging in illegal competitive intelligence or corporate espionage;
Use the Service in any manner that would be in conflict or inconsistent with your pre-existing obligations, commitments, or contracts;
Use the Service, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Platform Terms;
Interfere with, or attempt to interfere with, the access of any Platform User, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Service;
Collect or store any personally identifiable information from the Service from other Platform Users of the Service without their express permission;
Impersonate or misrepresent your affiliation with any person or entity;
Violate any applicable law or regulation; or
Encourage or enable any other individual to do any of the foregoing.

Rembrand is not obligated to monitor access to or use of the Service or to review or edit any content. However, we have the right to do so for the purpose of operating the Service, to ensure compliance with these Platform Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, including any Brand Content or Creator Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Platform Terms. We have the right to investigate violations of these Platform Terms or conduct that affects the Service. We may also consult and cooperate with law enforcement authorities to prosecute Platform Users who violate the law.

Additional Content Representations. Rembrand believes in full transparency and in full, fair and effective disclosures of material facts relating to your relationship with Rembrand and the Brand or Creator of an Opportunity. Accordingly, Rembrand requires that you comply with all applicable laws and regulations relating to your Content, including without limitation, privacy and security laws, the FTC’s Guides Concerning Endorsements and Testimonials in Advertising, as well as the FTC Disclosures Guide and the FTC Native Advertising Guidelines. In addition, and without limiting the foregoing, Creator acknowledges and agrees that certain Brands may manufacture and sell products targeted to children, and it must ensure that for each Opportunity it complies at all times with the Children's Online Privacy Protection Act if the Creator Content or the applicable platform or channels is directed to or targets children. Relatedly, you also agree that at all times:
Your Content is accurate and substantiated and does not contain any content, information or materials known by you to be false, inaccurate or misleading;
You are solely responsible for your Content and you have (and will continue to have) all rights, clearances, consents and authorizations that are necessary to grant the rights granted by you under these Platform Terms and Creator Terms or Brand Terms, as the case may be;
Neither your Content, nor your use and provision of your Content by Rembrand or applicable Platform Users via an Opportunity infringes, misappropriates or violates, or will infringe, misappropriate or violate, a third party’s intellectual property rights, or rights of publicity or privacy;
For Creators, your Creator Content must be original and must reflect your honest and truthful opinions, findings, beliefs or experiences; and
For Creators, for any third-party talent incorporated into your Creator Content, you have the right and authority to bind such third party to the terms in the Platform Terms and Creator Terms, including without limitation, on the content specific representations, confidentiality provisions, and morals and non-disparagement clauses.
Feedback. If you choose to provide ideas, input or suggestions during or about any Service or regarding problems with or proposed modifications or improvements to the Service (“Feedback”), you hereby grant Rembrand an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services, without any obligation of attribution or compensation to you for such Feedback.
Rembrand Ownership. Rembrand retains all rights in the Platform, the Service and all machine learning and artificial intelligence systems, technology components and software code (both in object code and source code form) powering and supporting the Platform and Service and generating the Brand Content Output including, without limitation, html files, java files, graphics files, data files, scripts, tools and programs and any and all enhancements, modifications, or derivatives of any of the foregoing (collectively, the “Rembrand Technology”). Further, through the Service, Rembrand may make available content that is subject to intellectual property rights including, without limitation, materials, content and data regarding Rembrand, the Platform and the Service (collectively, the “Rembrand Content”). Rembrand retains all rights to the Rembrand Content. Nothing in this Agreement should be interpreted as granting any Brand, Creator or Platform User any ownership right in the Rembrand Technology or the Creator Content. Creators’ ownership rights to the Creator Content and Brands’ ownership rights to the Brand Content, as well as related use terms, are described in the Creator Terms and Brand Terms, respectively.
Data. One of the main benefits of machine learning and artificial intelligence models is that they can be improved over time. To help Rembrand provide, maintain and improve the Service, you agree and instruct that we may use (i) your Content and (ii) any data provided by you, derived from, or collected in connection with your use of the Service (clause (ii), “Data”). We understand that in some cases you may not want your Content or Data used to improve the Service. You can opt out of having your Content or Data used for improvement by contacting support at support@rembrand.com with your organization name. Please note that in some cases this may limit the ability of our Service to better address your specific use case. To the extent the Data includes any personal information, Rembrand may process such personal information in accordance with the Privacy Policy.
Links to Third Party Websites or Resources. The Service may allow you to access third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party resources.
Services may use YouTube's Application Interface Program (API). By using our Services, you are agreeing to be bound by the YouTube Terms of Service. You can review YouTube's Terms of Service here YouTube's Terms of Service.
Promotional Use. Rembrand will have the right to mention the Brands and Creators in its roster and use Brands’ logos and other trademarks in promotional materials including, without limitation, case studies and, with your prior approval, press releases.
Termination.
Suspension; Termination. We may suspend or terminate your access to and use of the Service, including suspending access to or terminating your Account, and terminate the Platform Terms (along with the Creator Terms or Brand Terms, as the case may be) at our sole discretion, at any time and without notice to you. You may cancel your account at any time by sending us an email at support@rembrand.com.
Effect of Termination. Upon any termination, discontinuation or cancellation of the Service or your Account, the following Sections will survive: [__]. Following termination: (a) all payment obligations that are outstanding, undisputed and accrued (and with respect to Rembrand, collected) but unpaid shall be paid to the applicable party in accordance with the payment terms (i) for Brands as the paying party, in the Brand Terms or (ii) for Rembrand as the paying party, in the Monetization Policy between you (as a Creator) and Rembrand; (b) Creator will return or destroy (in Rembrand’s sole determination) all confidential information of applicable Brands; and (c) your right to use the Platform will be immediately revoked.
Warranty Disclaimers.
Similarity of Output. Due to the nature of artificial intelligence and machine learning, Brand Content Output may not be unique across Platform Users and the Platform may generate the same or similar output for Rembrand or a third party. For example, you may receive via the Platform Brand Content Output that makes the Brand Content Input and other Brand’s input appear 3D, spin or jump. For clarity, those effects by themselves are not deemed to be Brand Content Output.
Facilitation Platform. Rembrand merely facilitates interactions between Platform Users of the Service, and in particular between Brands and Creators. Rembrand makes no representations or warranties about the Brands (including without limitation on any Brand Content or any of their products and services) or the Creators (including without limitation on the Creator Content or the quality and substance thereof). You understand and agree that Rembrand does not endorse Brands or Creators, and that Rembrand is not involved in the agreements and communications between Platform Users. You acknowledge that Rembrand is not acting as an agent in any capacity and that Rembrand will not be responsible for (i) supervising, enforcing or monitoring any agreements, communications or transactions that result from the Service or (ii) otherwise editing, modifying, filtering, screening, monitoring, endorsing or guaranteeing Content. Rembrand has no control over the conduct of Brands, Creators, and other Platform Users, and disclaims all liability in this regard to the maximum extent permitted by law. Brands and Creators are not employees, agents, joint ventures or partners of Rembrand for any reason, and Rembrand does not, and shall not be deemed to, direct or control anyone in connection with the Service.
Assumption of Risks. You assume all risks in connection with your use of and participation to the Service (including without limitation Opportunity). You are responsible for investigating and verifying to the extent they deem necessary the identity and credentials of other Platform Users contacted via the Services. If a Brand and a Creator decide to enter into a separate promotional, ambassador, influencer, sponsorship or marketing agreement, Brand and Creator understand and agree that Rembrand will not be responsible to either the Brand or the Creator, or to any third party, in connection with any such agreement (or related communications).
“AS IS” DISCLAIMER. THE SERVICE IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT ON THE SERVICE.
Creator/Brand Indemnity. You will defend, indemnify and hold Rembrand and its officers, directors, affiliates, employees and agents, harmless from and against any liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of a third-party claim, dispute, demand or investigation arising out of or in any way connected with (a) your access to or use of the Service, (b) your Content and Data, including without limitation that it infringes, misappropriates or violates a third party’s intellectual property rights, or rights of publicity or privacy (“IP Claim”), (c) your violation of the Platform Terms, (d) your violation of applicable law, (e) a dispute between you and any other Platform User or any person or talent in your Content or (f) your gross negligence, willful misconduct or fraud.‍
Rembrand Indemnity. Rembrand will defend, indemnify and hold you and your officers, directors, affiliates, employees and agents, harmless from and against any liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) its material breach of representations and warranties hereunder, (b)an IP Claim related to the Platform, (c) its violation of applicable law, or (d)its gross negligence, willful misconduct or fraud.

Limitation of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EITHER PARTY WILL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE PLATFORM TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT FOR LIABILITY BASED ON WILLFUL MISCONDUCT, GROSS NEGLIGENCE OR FRAUDULENT MISREPRESENTATION, AND LIABILITY RESULTING FROM YOUR CONTENT AND DATA, IN NO EVENT WILL EITHER PARTY'S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE PLATFORM TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICE EXCEED THE GREATER OF (I) THE AMOUNT OF FEES ACTUALLY RECEIVED BY REMBRAND IN CONNECTION WITH YOUR USE OF THE SERVICE DURING THE THREE (3) MONTHS PERIOD PRECEDING THE DATE OF THE CLAIM GIVING RISE TO LIABILITY, IF ANY; OR (II) $500.
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN REMBRAND AND YOU.
Arbitration; Governing Law. These Platform Terms and any action related thereto will be governed by the laws of the State of California, without regard to its conflict of laws provisions. Any dispute, claim or controversy arising out of or relating to these Platform Terms or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in San Francisco, California, before one arbitrator. The arbitration shall be administered by JAMS pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. Judgment on the award therefrom may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Without limiting the foregoing, Brands, Creators and Rembrand agree that each may bring claims against the others only in each of their individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Further, if a dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Section shall be null and void.
General Terms
Reservation of Rights. Rembrand and its licensors exclusively own all right, title and interest in and to the Service, including all associated intellectual property rights. You acknowledge that the Service is protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Service.
Entire Agreement. These Platform Terms constitute the entire and exclusive understanding and agreement between Rembrand and you regarding the Service, and these Platform Terms supersede and replace all prior oral or written understandings or agreements between Rembrand and you regarding the Service. If any provision of these Platform Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Platform Terms will remain in full force and effect. You may not assign or transfer these Platform Terms, by operation of law or otherwise, without Rembrand’s prior written consent. Any attempt by you to assign or transfer these Platform Terms, without such consent, will be null. Rembrand may freely assign or transfer these Platform Terms without restriction. Subject to the foregoing, these Platform Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Notices. Any notices or other communications provided by Rembrand under these Platform Terms will be given: (i) via email; or (ii) by posting to the Service. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
Severability. If an arbitrator or court of competent jurisdiction decides that any part of these Platform Terms is invalid or unenforceable, the other parts of these Platform Terms will still apply.
Waiver of Rights. Rembrand’s failure to enforce any right or provision of these Platform Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Rembrand. Except as expressly set forth in these Platform Terms, the exercise by either party of any of its remedies under these Platform Terms will be without prejudice to its other remedies under these Platform Terms or otherwise.
Contact Information. If you have any questions about these Platform Terms or the Service, please contact Rembrand at support@rembrand.com.

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