Schedule 11 – Marketing & Case Studies
(Contractual Schedule)
This Marketing & Case Studies Schedule (“Schedule”) forms part of, and is governed by, the Keycafe Terms of Service (the “Terms”) between Customer and the Keycafe entity that is party to the Terms (“Keycafe”). “Keycafe Group” has the meaning given in the Terms. Capitalized terms not defined here have the meaning given in the Terms. Any rights granted to Keycafe under this Schedule may be exercised by any member of the Keycafe Group and by their contractors and service providers acting on their behalf.
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Scope and Definitions
1.1 Purpose. This Schedule governs Keycafe’s and the Keycafe Group’s creation and use of materials that feature Customer and Customer’s use of the Products for marketing, sales, education, and promotion. 1.2 Case Study. A “Case Study” is any initiative where Keycafe or the Keycafe Group features Customer’s use of the Products, including written case studies, articles, testimonials, photos, videos, audio recordings, slide decks, web pages, social media content, conference or webinar content, and paid or unpaid advertising, in any media now known or later developed. 1.3 Media and Case Study Materials. “Media” means photos, video, audio, screen captures, and other recordings or raw content created or collected by or for Keycafe or the Keycafe Group for a Case Study. “Case Study Materials” are any finished or in-progress outputs (for example, videos, articles, decks, ads) created by or for Keycafe or the Keycafe Group that incorporate or are based on the Media or otherwise describe Customer’s use of the Products. 1.4 Premises. “Premises” means any Customer locations or facilities where Keycafe records Media for a Case Study, as agreed by the parties in writing (including email). 1.5 Precedence. If this Schedule conflicts with the main body of the Terms on a topic specifically addressed here, this Schedule controls for Case Studies, Media, and Case Study Materials. -
Activation and Prior Case Studies
2.1 When This Schedule Applies. This Schedule applies when Customer agrees (including by email or other written communication) to participate in a Case Study or similar marketing activity proposed by Keycafe. That agreement may identify the Premises, timing, and general subject matter. 2.2 No Obligation. Neither party is obligated to propose, accept, publish, or continue any particular Case Study. 2.3 Prior Case Studies. Where, before Customer accepted the Terms including this Schedule, Keycafe or any member of the Keycafe Group and Customer had already agreed that Customer would participate in a case study or similar marketing activity, or Keycafe or any member of the Keycafe Group has already created or used materials featuring Customer’s use of the Products, those activities are deemed Case Studies under this Schedule from the date Customer accepts the Terms including this Schedule. Keycafe and the Keycafe Group may continue to keep and use the related Media and Case Study Materials as described in this Schedule, in addition to any rights they already have under prior agreements or applicable law. -
Access, Ownership, and Use
3.1 Access to Premises. For each approved Case Study, Customer will provide reasonable access to the agreed Premises for Keycafe personnel and contractors to plan and record Media, during mutually agreed dates and times and subject to Customer’s usual safety and security policies. Customer authorizes Keycafe and the Keycafe Group to record Media showing the Premises, including interiors, exteriors, signage, and the deployment and use of the Products. 3.2 Ownership. As between the parties, Keycafe (or the Keycafe Group entity that created them) owns all rights, including intellectual property rights, in the Media and Case Study Materials, excluding Customer’s pre-existing trademarks and other Customer IP. 3.3 License to Customer Marks and Content. Customer grants Keycafe and the Keycafe Group a worldwide, non-exclusive, royalty-free license, for the duration of applicable rights, to use Customer’s name, logo, trade names, and any Customer content captured in the Media, solely as incorporated into the Media and Case Study Materials and solely as permitted under this Schedule and Section 20.9 (Publicity and Marks) of the Terms. 3.4 Use Rights. Subject to Section 3.5, Keycafe and the Keycafe Group may use the Media and Case Study Materials, worldwide and for the duration of applicable rights, in any media, for: - marketing, promoting, and demonstrating the Products;
- sales, customer education, and training;
- websites, blogs, knowledge bases, webinars, and social media;
- conference, trade show, and webinar content;
- internal communications within the Keycafe Group; and
- co-marketing with Customer and with distributors, resellers, and integration or channel partners, including in paid and unpaid campaigns,
3.5 Limitations; No Generic Stock Use. Keycafe and the Keycafe Group will not sell, license, or rent the Media or Case Study Materials as generic stock content to unrelated third parties for their independent use. Media and Case Study Materials may be shared with Keycafe Group entities, contractors, service providers, and channel or integration partners, but only for the purposes in Section 3.4 and subject to obligations to limit use to those purposes. 3.6 No Obligation; Fair Depiction. Keycafe and the Keycafe Group are not obligated to use any Media or Case Study Materials or to maintain any Case Study. Customer does not have an approval right unless the parties agree otherwise in writing for a specific Case Study. Keycafe will not knowingly depict Customer in a false, misleading, or defamatory manner and will discuss in good faith any reasonable concerns raised by Customer; Keycafe may, at its option, correct, remove, or replace disputed materials. -
Individuals and Cooperation
4.1 Personnel. Customer will help Keycafe identify appropriate personnel to be interviewed or prominently featured and will notify relevant personnel that recording will occur. Customer will permit Keycafe to display reasonable notices at the Premises about such recording. 4.2 Individual Consents. Where required by applicable law or reasonably requested by Keycafe, Customer will use reasonable efforts to assist Keycafe in obtaining separate consents or appearance releases from individuals who are interviewed, identified by name or title, or prominently featured in a Case Study. 4.3 Mandatory Rights. Nothing in this Schedule is intended to waive or limit any non-waivable rights individuals may have under applicable law, including data protection and personality/image rights in the country where the Case Study is created or used. The parties will cooperate in good faith to address any legitimate concerns raised by individuals or regulators regarding the use of Media or Case Study Materials. -
Release, Law, and Survival
5.1 Customer Release. To the fullest extent permitted by law, Customer releases and waives any claims it may have against Keycafe and the Keycafe Group arising from their use of the Media and Case Study Materials as permitted under this Schedule and the Terms, including claims relating to publicity, privacy, or similar rights, except to the extent caused by gross negligence or willful misconduct. This Section does not waive any non-waivable rights of individual persons. 5.2 Relationship to Terms. This Schedule is a “Contractual Schedule” under the Terms and is incorporated by reference. The governing law, dispute resolution, limitations of liability, and other general provisions in the Terms apply to this Schedule. 5.3 Survival. Rights and licenses granted to Keycafe and the Keycafe Group under this Schedule, and the limitations and releases in this Section 5, survive expiry or termination of the Terms, including for Case Studies, Media, and Case Study Materials created before or during the term of the Terms, subject to any non-waivable limitations under applicable law.
