Date 28 February 2024
This document represents an agreement ("Agreement") between the individual or entity agreeing to these terms ("Client") and SCOUT SAS, a company registered in France with registered office at 5 Avenue DU GENERAL DE GAULLE, 94160 SAINT-MANDE ("RAMDAM"), collectively referred to as "the Parties".
Client Terms
- Campaign creation and dashboard access
Upon partnership, clients will be granted access to the Ramdam dashboard. Within this dashboard, they can launch campaigns, approve creators, validate video content and postings, and obtain the finalized video files along with the corresponding post URLs and advertisement codes. The Client benefits from unlimited user access for their collaborators. Excluding the trial period (see “Trial period” section), they are free to launch an unlimited number of campaigns.
During its creation, they must specify the desired targeting parameters for creators: platforms (like TikTok or Instagram), mobile device types (iOS and/or Google Play), language, and optionally, country, gender, and age range. Each campaign is designated for a single language. Thus, for content in multiple languages, clients must set up separate campaigns. Additionally, they need to indicate whether they're aiming for a campaign with posted or unposted content.
• Not Posted Content: These campaigns involve content that isn't destined for public posting by the creator. Once the video is approved, the collaboration with the creator is considered complete.
• Posted Video: In these campaigns, content is intended for online posting by the creator on their social media (TikTok or Instagram). Following video approval, creators are obligated to promptly post the content on their respective social platforms. Furthermore, they must submit either a TikTok spark code with a 365-day validity or an Instagram code. Clients can access both the URL and the provided codes on the dashboard.
Alongside these specifications, clients are required to furnish details about their campaign. Ramdam, utilizing AI-driven algorithms, will then suggest a tailored creator brief. This proposed brief is editable, allowing clients to fine-tune it as needed. Upon campaign submission, it enters a 'pending' status, with Ramdam pledging to undertake its review within two business days. If greenlit, Ramdam disseminates the brief to creators, consistent with the campaign's creator targeting criteria. Subsequently, clients can either approve or reject these creators via the dashboard interface.
- Maximum Budget Per Video for Campaigns:
When creating a campaign, clients will have the option to choose from different predetermined remuneration tiers for setting the maximum budget per video. Creators applying to the campaign will have the option to choose from different remuneration tiers, but these will not exceed the tier chosen by the client. The client can adjust the campaign's budget at any time.
- Pay Per Video and Credits
Clients are required to pay upfront for videos at the time of ordering. If a video is not delivered due to the creator abandoning the workflow, or if a video is deemed non-compliant and rejected, the corresponding credits will be credited to the client's Ramdam account. Clients have the option to buy credit packs upfront, with additional credit volumes offered based on the amount spent. Credit offers may be updated and are available in the "buy credits" section. One credit is valued at one US dollar for companies outside the Eurozone, and one credit equals one Euro within the Eurozone. Credits are valid for 365 days from purchase, after which they expire and are non-refundable.
- First Campaign Offer
The first campaign can be launched for free. We will send the brief to matching creators at no cost, and up to 30 creators can apply without any charges. Payment is required when the client orders the first video, for which they must credit their account with at least the budget for that video.
- Subsequent Campaigns
For any new campaign after the first, the client must have credited their account with at least the price of one video, as determined by the maximum budget set in the campaign. The same minimum credit requirement applies for launching additional campaigns.
- Enterprise Clients
Clients may qualify for Enterprise status based on specific conditions, such as a minimum spend. Enterprise clients enjoy the flexibility of being billed at the end of the month for videos consumed, without the need for upfront payment. For more information or to apply for Enterprise status, please contact the Ramdam team.
- Refund Policy
In all cases listed within these terms, where a video must be refunded, the corresponding credit for the video will be recredited to the client's Ramdam account. This credit can then be used for future video orders within the platform. However, no refunds will be issued back to the client's bank accounts. This policy ensures that while clients retain flexibility in managing their campaign budgets and video orders, the financial transactions remain within the Ramdam ecosystem, facilitating a smoother operation and continuity of service.
- Creator Selection and Management Through the Dashboard
From the dashboard, clients can manage creators who have applied to their campaign by approving, adding to the waiting list, or declining them. These creators are pre-screened, indicating they have reviewed the campaign brief, agreed to the financial terms, and are ready to commence work.
Approval Process: Clients have a 7-day window to approve, add to the waiting list, or reject creators. Approving a creator and ordering a video results in the client's account being debited an amount corresponding to the price of the creator's video.
Rejection: If a client declines a creator, that creator is permanently unable to apply for the same campaign again. This decision streamlines the selection process for clients by finalizing their choice.
Waiting List: Creators added to the waiting list are considered as potential replacements for any ordered video that does not reach completion. Should this occur, a creator from the waiting list will automatically be ordered to replace it. Clients can update and prioritize their waiting list to ensure replacements align with their campaign requirements.
Automatic Decline: Creators not explicitly approved or added to the waiting list within the 7-day decision window will be automatically declined. Furthermore, any creator placed on the waiting list will be automatically declined if not selected for a project within 30 days. This mechanism ensures that both clients and creators have a clear timeline for potential engagement and helps maintain the momentum of campaign planning and execution.
Maximum Number of Creators: Ramdam provides up to 30 applying creators for each campaign. If a client wishes to consider additional creators, they must first take action on all provided creators. This ensures comprehensive consideration of all potential collaborators before extending the search.
- Video Approval
After the client approves a creator, the creator has 24 hours to accept the terms and an additional 5 days to submit the video. It is important to note that after the acceptance of the terms, there may be custom steps introduced into the process, such as a phase of product shipping or a phase where the client needs to upgrade their account, or the incorporation of specific instructions. These custom steps can potentially pause or extend the timeline of the process. If the creator misses this submission window, the agreement with that creator will be nullified; otherwise, the video becomes due. Once uploaded by the creator, the client can access the video from the dashboard and either approve it or provide feedback for revision. The client has the right to request two revisions and the creator has 3 days to deliver the revised version of the video. After 2 revisions, if the client feels that the video clearly does not comply with the given brief's Do's and Don'ts, or if the creator blatantly disregards the client's feedback, a complaint can be lodged. However, it's crucial that the client's feedback be reasonable. If Ramdam establishes that the creator indeed did not respect the campaign brief's guidelines and ignored the client's feedback, Ramdam may opt to cancel the video. In these instances, the client will be refunded on their Ramdam account (see "Refund Policy")
The client has seven (7) calendar days to provide feedback to the creator. After this timeframe, the video will be deemed approved. For campaigns without posted videos, approved videos will be considered delivered. For campaigns requiring video posts, the creator will proceed with the posting.
- Post Approval
Should the campaign require the posting of videos, the client will be prompted to confirm the posting guidelines, such as the hashtags used, captions, and so on. Once the video receives approval from the client, the creator will proceed with the posting. Subsequent to the video being posted, the client has a window of three (3) days to evaluate the post against the provided guidelines. In cases where the post does not conform to the guidelines, the client reserves the right to decline the post. Subsequently, Ramdam will direct the creator to remove the post and make a fresh post that aligns with the guidelines. Failure on the part of the creator to do so will mean that the client will not incur any charges for the video. If three (3) days lapse without any feedback from the client, Ramdam will proceed with compensating the creator and the video will be considered delivered.
- Usage Rights
These conditions permit both the client and the end client to modify, replicate, display, and utilize the Creator Video Content for a duration of 1 year. This year-long period starts either from the date the video is initially posted by its creator (for campaigns involving posted content) or from the date the client approves the video (for campaigns without posted content). This authorization covers online advertising across all digital platforms, including social media, DSPs, and video networks. These rights are granted worldwide. It’s important to note that even after this period, the content doesn’t need to be removed from the web by either the creator or the brand. The client and the end client hold the use of the Creator's Video Content for non-paid advertising media for an unlimited time. However, it cannot be further amplified as an advertisement. Ramdam can grant an extension for the advertising rights, for durations of one renewable year. Each additional year will be billed at the same price as initially paid.
- Video Removal and Exceptional Withdrawal of Advertising Rights
Videos removed due to violations of platform guidelines or if the creator's account is banned will not be subject to reimbursement. In other cases, if the video is taken down by the creator within a span of fifteen (15) days while its advertising usage rights remain intact, the Client is eligible for a full refund upon request, as per the refund policy. However, they will then forfeit the right to use the video for advertising. Beyond the 15-day period, refunds will not be entertained.
In exceptional cases where a creator wishes for the client to cease using the content for advertising, Ramdam strongly discourages creators from initiating such requests. However, recognizing that certain extraordinary circumstances may arise, a creator may request the cessation of the video's advertising use. In these rare instances, the client is required to comply and cease the use of the content in video advertising within five (5) hours of receiving the request from Ramdam. Following the terms of the refund policy, Ramdam will issue a refund for the video.
- Non-Dealing
The Client agrees not to utilize the services of any CREATOR who delivered Video Content to them through RAMDAM without RAMDAM's written consent for a period of twelve months after the video content delivery.
- Payment Authorization and Information Storage
By completing a payment transaction, you hereby authorize SCOUT SAS, operating under the name 'Ramdam', to process your payment through our designated payment service provider, Stripe, Inc. ('Stripe'). In order to enhance your future purchasing experience and facilitate seamless transactions, you agree that SCOUT SAS, through Stripe, is authorized to store your payment method information securely. This stored information will be used exclusively for processing your transactions on the Ramdam platform, subject to our Privacy Policy and Stripe's security protocols.
- Liability
Each party’s liability to the other for any loss or damage, direct or otherwise, whether in tort (including negligence), contract or otherwise, shall not exceed the Fees invoiced by RAMDAM to the Client for the Services under the Order Form to which such liability relates. Neither party shall be liable to the other party for any indirect or consequential loss or damage.
- Force Majeure
An event or sequence of events beyond a party’s reasonable control, preventing or delaying it from performing its obligation under this Agreement, is referred to as Force Majeure. Inability to pay any amounts due under this Agreement is not considered Force Majeure. Each Party shall promptly notify the other of the Force Majeure event and its expected duration, and use reasonable endeavours to minimise the effect of that Force Majeure event. If due to a Force Majeure event a Party is unable to perform a material obligation or is delayed or prevented from performing its obligations for a continuous period of more than 30 days, the other Party may terminate this agreement on not less than 14 days’ notice.
- General
The Parties understand that RAMDAM is an independent contractor with respect to the Client, and this Agreement creates no agency, partnership or joint venture relationship between the Parties. This Agreement constitutes the entire agreement between the parties in respect of the Services and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. During the Term of this Agreement and for the twelve (12) month period following its termination, neither party shall directly or indirectly solicit, offer employment, employ or retain as a consultant any employee or former employee of the other party who has participated directly in the Services without the prior written consent of the other party. This Agreement, and any dispute or claim arising out of or in connection with it, shall be governed and construed in all respects in accordance with the laws of France and the Parties agree to submit to the exclusive jurisdiction of the courts of France.
