PRODUCTION SERVICES TERMS

These Production Services Terms effective as of the Start Date are subject to the Vendor Master Terms and Conditions located at: legal.yahoo.com/us/en/yahoo/terms/vendor/mastertnc/index.html and are part of the Agreement. Except for terms defined herein, capitalized terms used here are defined in the Vendor MTC.

  1. PRODUCTION SERVICES. Vendor will provide Production Services as more fully described in the applicable PO or an SOW. Production Services shall mean developing, producing and delivering audio/visual recordings intended for distribution via any media/medium (e.g., traditional television, broadcast, cable, Internet protocol delivered media, all forms of radio, print publications, online publications, etc.) or similar production related services. Any and all output from Production Services shall be Deliverables.
  2. CREATIVE CONTROL. With respect to aspects of the Deliverables, Yahoo shall have a right of creative consultation in connection with all material editorial decisions of the Deliverables at regular stages during the production, with Yahoo having the tie-breaker in the event of a disagreement. To the extent Yahoo reasonably determines that the quality of the Deliverables delivered is not reflective of the creative and editorial process established prior to and during production, Vendor shall address any such concerns to Yahoo’s reasonable satisfaction within five (5) business days of Yahoo’s delivery of such notice. Additionally, with respect to editorial cuts, Yahoo shall have the right to make two (2) sets of notes per Deliverable, or per episode if the Deliverable if part of a series (i.e., one after the rough cut of the Deliverable/episode and another following a fine cut of the Deliverable/episode) prior to final cut of the episode/Deliverable. Yahoo shall exercise such final approval rights in a timely manner so as not to prevent Vendor’s completion and delivery of each episode/Deliverable.
  3. NON-UNION PRODUCTION. The Parties acknowledge and agree that Yahoo is not a signatory to any collective bargaining agreement or any other agreement with a union, guild or other labor organization having jurisdiction over the Services and/or Deliverable(s) contemplated in the applicable PO or SOW. Further, Yahoo will not be required to make any payments to any unions, guilds, or labor organizations in connection with the Services and/or Deliverables or use thereof.In the event the Services and Deliverable(s) are subject to any collective bargaining agreement(s) or any other agreement with a union, guild, or other labor organization (including, without limitation by way of example, SAG-AFTRA) to which Yahoo is not a signatory, Vendor, and not Yahoo, will be solely responsible to make any payments due in connection therewith.
  4. RIGHTS AND CLEARANCES. Vendor shall obtain all necessary assignments, rights, clearances, licenses, permissions and consents (“Releases”) required from all people who have contributed to and/or whose performances are embodied in the Deliverable(s) and any other content that may be provided to Yahoo in connection with the Agreement, including, without limitation, all name/likeness/voice rights from talent, all music related rights and clearances required for Yahoo to own all right, title and interest (including, without limitation, all copyright rights) in respect of all musical works, including one hundred percent (100%) ownership of the sound recordings and one hundred percent (100%) of the underlying musical compositions and performances embodied therein and included in the Deliverable(s). Without limitation of anything else contained in the Agreement, and for the avoidance of doubt, Vendor shall secure rights for worldwide perpetual distribution in all media, now known or hereinafter devised.
  5. ADDITIONAL REPRESENTATIONS AND WARRANTIES. In addition to the representations and warranties as set forth in Section 8(1) of the Vendor MTC, Vendor represents and warrants to Yahoo and its sublicensees and assigns that:
    1. the Deliverable(s) is not and will not be obscene, defamatory, contain any libelous statements or be illegal in any way;
    2. Vendor shall, prior to delivery of the Deliverable(s), have obtained all necessary rights and such third party consents as may be required for and in connection with the creation and exploitation of the Deliverable(s) or the incorporation of any artistic, literary, dramatic, musical or other works or performances in the Deliverable(s) including, any consents that may be required under applicable law, and shall provide evidence of the same to Yahoo on request; and
    3. Vendor shall, prior to delivery of the Deliverable(s), have obtained a waiver of any and all moral rights of authors and performers in the Deliverable(s) from all persons contributing to, featuring in, or otherwise connected with the Deliverable(s).
  6. GUIDELINES. Vendor will provide Services in accordance with Yahoo’s guidelines as delivered by Yahoo to Vendor, which may include any one or all of the following: production guidelines, travel guidelines, and any other guidelines provided by Yahoo (or amended) from time to time (the “Guidelines”).
  7. VIDEO PRODUCTION AND DELIVERY REQUIREMENTS. The Video Production and Delivery Requirements shall apply to production Services as follows:
    1. Filming and Delivery Requirements.
      1. Filming. Vendor shall use industry best practices for the applicable locale when filming.  All filming shall be done in 1920x1080p or 1280x720p unless otherwise agreed to by Yahoo.
      2. Format Specifications. Vendor shall submit all components of the production in accordance with the then current version of the video delivery formats set forth in Section 7ii below.
      3. Content Delivery. Vendor agrees to comply with any reasonable directions of Yahoo relating to the provision of the production by Vendor including optimization of content. Vendor shall deliver the below versions of the production on an external hard drive upon completion of the Services. Vendor shall retain a back-up copy of the production and all Deliverables delivered to Yahoo. In the event that any Deliverable gets lost or corrupted or is otherwise not successfully received by Yahoo, Vendor, upon Yahoo’s request, shall promptly resend the relevant Deliverables.
        1. Finalized Production. QuickTime file (final color-corrected picture and mixed stereo audio).
        2. Textless video/split-track audio version of the production QuickTime file(s) (textless picture and separate dialogue, music and effects audio stems).
        3. Raw footage (to be delivered in the codec/format used for editing)
        4. Non-linear editing platform and graphic design element project files.
        5. All other content and materials that were used within the Services and Deliverables (i.e. b-roll, photographs, production music).
      4. Production Binder. At no additional cost to Yahoo, Vendor shall consolidate and share with Yahoo, in the format of Yahoo's reasonable choosing, records summarizing, in writing, the rights secured for all components of the production, including all Deliverables, as well as any supporting documentation (the “Production Binder”) (e.g., a list of the contributors/talent, the nature of the contribution, the fees paid, transmission or other rights licensed/purchased; any residual fees owed for further exploitation; copyrighted material incorporated into the production, the rights holder of such material, the fees paid, license rights, license period, license territory, music cue sheets; a release log detailing the listing of personal and location releases or agreements; all insurance certificates, talent agreements, location agreements). Within three (3) days of delivery of the final Deliverable, Vendor shall send the Production Binder in such preferred format to Yahoo Ad Tech LLC's Rights and Clearances team (770 Broadway, New York, NY 10003, USA Rights and Clearances RightsandClearances@yahooinc.com.
      5. Promotional materials. Prior to any production’s first live date, Vendor shall provide promotional materials including (but not limited to) still images (jpg, gif or png format), logo (layered Adobe Photoshop or Illustrator with clearly-named layer comps), show opening titles (consolidated after effects project file(s)), all font(s) used in titles and/or graphics, and promotional video selects (in final delivery format).
    2. Delivery Format and Requirements
      1. Final delivery assets shall be QuickTime .mov files in one of the following codecs. Alternate formats will be considered at Yahoo’s discretion: Apple ProRes 422/HQ/4444, Avid DNxHD
      2. Video Specifications.
        1. Acceptable video formats are: 1920x1080 24p, 1920x1080 30p, 1280x720 24p, and 1280x720 30p. Other format(s) will be considered but must be approved by Yahoo prior to production. Interlaced formats should be avoided.
        2. Image(s) shall be free of interlacing, DSLR scan warping and excessive artifacting (archival materials excepted).
        3. All footage including B-Roll, still images and archival materials shall be presented in its native aspect ratio. Do not stretch 4x3 footage to fit the 16x9 frame.
        4. Vendor shall color-correct final Deliverables/episodes/segments for color continuity throughout scenes and for aesthetic purposes. Video shall conform to chroma and luma limits according to REC.709 standards.
      3. Audio Specifications.
        1. Audio should be recorded using industry standard recording devices and methods and should be free of excessive background noise, hiss and etc.
        2. Vendor is expected to deliver professionally-mixed production/episodes with balanced dialogue, music and effects levels.
        3. Audio should be delivered as a 48kHz stereo mix with average levels at -12db and peaking no higher than -6db (on a digital scale).
      4. Delivery method. Final Deliverables, content, and promotional materials may be delivered via one of the following methods: Hard drive(s) delivered to Yahoo office pre-approved by Yahoo or digital delivery. Digital delivery can be made via Dropbox/YouSendIt or a comparable large-file-format delivery method or via FTP. Yahoo will coordinate digital delivery with Vendor in such case.

Last updated: May 5, 2021