SHORTSNONSTOP Standard License Agreement

Basic outline of the iThentic Content License Agreement (not the ACTUAL agreement):

For distribution to Telus, you must agree to iThentic's terms for delivery because iThentic will be performing this function on behalf of SHORTSNONSTOP to the Telus network.

You are giving iThentic permission to submit your “mobisode” (a mobile audio visual work) to Telus – and let people view, download or stream it – on Telus’s mobile and online services. As a finalist, the rights you give Telus are exclusive for 12 months within Canada for mobile, meaning you cannot post or license your mobisode anywhere else where it would be receivable in Canada by mobile transmission, and non-exclusive for online, including IPTV. The deal lasts for twelve months. After the twelve months are over, we will take your mobisode off Telus, but you realize that your mobisode may already be “out there” and we may not be able to take it back.

After twelve months, you can submit your mobisode to iThentic for non-exclusive mobile and internet distribution if you want.
You can also choose to submit your mobisode right now to iThentic for non-exclusive worldwide online and US mobile distribution only – don’t worry Telus is okay with us sharing online rights in Canada. If you are interested in doing this, you can check off the “iThentic” option when you submit your mobisode.

By submitting to CFC SHORTSNONSTOP, you are also granting the Canadian Film Centre (“CFC”) the right to showcase your mobisode on the CFC website on a non-exclusive basis, also for twelve months from the date of your submission. Telus is okay with this, too.

You may make money two ways:
• Each time someone downloads your mobisode, individually, and pays for it, Telus retains their share of revenues and we pay you 25% of iThentic’s share of that sale.
• If your mobisode is part of a subscription service, where customers pay, say, a monthly “all you can eat” fee, or part of a broadcast package, then we take 25% of iThentic’s share of that money and distribute it to our producers. Your payment will be based on the how many views, out of the total, your mobisode(s) accounted for, or it will be based on the number of mobisodes sold in the package. In other words, you’ll get a proportional piece of the overall producers’ share.

We’ll make payments quarterly, within 60 days of the end of each calendar quarter. You will not be paid though unless your share of revenues is at least $20. If it’s less than $20, we’ll hold onto it for you until it reaches $20, and then we’ll pay you.
On your side, you need to make sure that you have permission to use everything in your mobisode: the people, the footage, photos, the music – everything. You agree that it’s not our fault if it turns out you really don’t have all the permissions you need.

That’s pretty much it. Our lawyers require that you to agree to the full content license agreement, below, which basically says what we just said, with many more words, before we can accept your mobisode.

This is the ACTUAL agreement:

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By submitting your audio/visual content, sometimes referred to as a mobisode (the “Content”) to the Canadian Film Centre’s SHORTSNONSTOP Festival, you, the content provider (the “Provider”), acknowledge that you have reviewed and agreed to this Content License Agreement:

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged:

Rights Granted. Provider grants iThentic Canada Inc. (“iThentic”), Telus Communications Company (“Telus”), the CFC, their successors, subsidiaries, parent and related companies, licencees, assignees, and third parties acting on their behalf:
1) the exclusive right to offer Provider’s submitted Content through Telus’s mobile services and the non-exclusive right to offer the Content through the Telus and CFC SHORTSNONSTOP websites, for download and streaming (as such terms are understood in the Canadian Internet industry during the Term hereof) by all current and future forms of electronic delivery, in all formats. The forgoing includes, but is not limited to the right to publicly and privately use, perform, post, distribute, display, edit, copy, publish, translate, promote, and license the Content for free or for a fee, reproduce, license, and distribute, broadcast, promote and exhibit the Content on mobile devices, websites and other forms of online and wireless access, including IPTV, and through any future means or methods of mobile and online downloading and/or streaming now known or hereinafter devised.
2) the right to use the Content, portions of the Content and/or individual audio or visual elements of your Content at our sole discretion in the promotion of the Content, Telus or iThentic in perpetuity without any payment to you.
3) the right to format your Content for size, sound, and/or file format to be suitable for playback on different devices.
Without limitation, the forgoing includes the right of Telus to grant perpetual license to end users to reproduce and store the Content on fixed media and/or mass storage devices and to perform, display and exhibit such Content.

Territory. The rights granted hereunder shall be within Canada. Notwithstanding the foregoing, online reception will be accessible worldwide.

Term. The rights granted with respect to Telus hereunder shall commence on the date of Provider’s acceptance of this Agreement and expire twelve months from the successful selection of the Content as one of the top ten finalists in the CFC SHORTSNONSTOP Festival. At the end of this initial twelve month period, this Agreement will automatically terminate unless you elect to submit your Content independently to iThentic in accordance with iThentic’s standard guidelines, available at www.ithentic.com. Notwithstanding the foregoing, Provider acknowledges and agrees that Telus may continue to offer the Content for a period of time upon expiry of the Term until it can be removed from Telus’s mobile and online services, provided that iThentic continues to remit to you your share of revenues in accordance with the terms hereof.

The online rights granted with respect to CFC and iThentic hereunder shall commence on the date of Provider’s acceptance of this Agreement and expire twelve months thereafter.

Services provided by iThentic. After Provider uploads Content through shortsnonstop.com, the iThentic/CFC SHORTSNONSTOP Festival team screens your submission along with others and picks the top ten submissions to be viewed on, offered by, or sold through Telus. IThentic will responsible for the delivery of your mobisode to Telus, including the uploading and any required resizing and reformatting, as well as the administration of any payments owed to you.

Compensation. iThentic will pay Provider a share of iThentic’s Gross Receipts from "a la carte" sales and "pooled revenues" as described below. “Gross Receipts” shall mean money iThentic actually receives from Telus from the distribution of its content.
• When Telus sells your content via individual download or stream (“a la carte”), or revenue is otherwise directly allocable to your content, you will earn 25% of iThentic’s Gross Receipts derived from such download or stream.
• If iThentic’s Gross Receipts are not directly allocatable to individual downloads or streams ("pooled revenues") on an "a la carte" basis, iThentic will allocate 25% of "pooled revenues" on a pro rata share based on your mobisodes' monthly share of views on Telus versus the total number of views or other content on a particular Telus platform, or, for broadcast packages, based on the total number of mobisodes included in the package. “Pooled revenues” may apply to mobile subscription, broadcast and online sales.
• Revenues from mobile, broadcast and online sales, whether on “a la carte” or “pooled revenues” basis, shall not be cross-collateralized and will be accounted for separately.

Payment will be made in Canadian Dollars. If the Provider has not earned at least $20 in unpaid share of revenues, Provider will not be eligible for compensation or paid by iThentic in that quarter. Once your share of revenue reaches $20, it will be paid out to you. Provider shall not be entitled to revenues from any sources other than "a la carte" sales and subscription fees. For the purposes of clarification, if iThentic does not receive any revenue as a result of the exhibition or any other use of your video, Provider will not receive any compensation. Reports and payments, if any, will be issued quarterly, within sixty (60) days from the end of each calendar quarter.

Delivery. The running time for your submission should not exceed 3 minutes and 15MB file size. We are currently accepting only English language (or no dialogue) videos. Supported file formats include Windows Media (.wmv), Audio Video Interleave (.avi), QuickTime (.mov), MPEG 1/2/4 (.mpg, .mpeg), 3rd Generation Partnership Project (.3GPP), DVD, and Digital Video. While iThentic may make reasonable efforts to protect and manage the digital rights of Content submitted to CFC SHORTSNONSTOP, we do not guarantee that illegal pirating, copying, or use can be avoided in all
instances. Provider understands the risk of making available any digital content and will not hold liable iThentic, CFC or Telus for any such unauthorized use by a third party.

Right to reject or remove Content. In the event that your Content is deemed, in iThentic’s sole discretion, to be offensive, defamatory, malicious, or otherwise an infringement upon the rights of, or insulting to, third parties, iThentic shall have the right to remove such Content from the website and withdraw it from distribution.

Representations and Warranties. By submitting Content to the CFC SHORTSNONSTOP Festival, Provider warrants and represents that Provider has irrevocable permission to use and transfer all elements of the Content, including but not limited to ideas, music, video, literary material, images, photographs, likenesses, locations, software or any other material or work performed in the creation of the Content, tangible or intangible, on a non exclusive, perpetual, and royalty free basis, including all elements collectively as a single work, and that waivers of moral rights have been obtained from any
rightsholder who may have a claim to such rights. Provider has complied with all copyright, intellectual property laws, and other Canadian and international law, and will not upload Content that violates intellectual property rights, infringes the privacy of others, or contains illegal material. Provider warrants that Provider has the rights necessary to publish and distribute any Content that Provider submits to the CFC SHORTSNONSTOP Festival and indemnifies iThentic, CFC, Telus, their successors, licensees, assigns, attorneys, employees and partners from any claims, demands or liability arising from the Content and/or Provider’s breach of any warranty or representation or this Agreement. Provider expressly acknowledges and agrees that Provider is solely responsible for any materials Provider uploads to shortsnonstop.com. Provider warrants that they have the right to enter into this Agreement unencumbered and to carry out its terms. Provider represents and warrants that Provider is over the age of 18, and, if Provider lives in a state/province where the age of majority is older than 18, Provider represents and warrants that Provider is over the age of majority, and as such is able to agree to the terms and conditions set out herein. This Agreement does not and is not intended to create any confidential or fiduciary duties between Provider and iThentic, CFC and Telus. Provider indemnifies and holds iThentic, CFC, Telus, their successors, licensees, assigns, employees and partners harmless from, and represents and warrants that Provider is solely responsible for, any claims, liabilities, damages, or harm arising from violations of any third party’s personal rights (including but not limited to, privacy, defamation, false light) or property right (including but not limited to intellectual property, copyright, or trademark) as a result of Telus’s, CFC’s and iThentic’s use, exhibition, display, broadcast, distribution, or use of the Content by Telus, CFC or iThentic in accordance with the guidelines of the CFC SHORTSNONSTOP Festival and in accordance with the terms of this content licence agreement.

YOU, THE CONTENT PROVIDER, MUST OWN, OR HAVE WRITTEN PERMISSION TO USE ON ALL DIGITAL FORMATS AND IN MOBILE, ONLINE AND BROADCAST MEDIA, ANY AND ALL CONTENT THAT YOU SUBMIT, AS INDIVIDUAL COMPONENTS AND IN THE CONTEXT OF YOUR SUBMISSION.

Other. This Agreement is intended by the parties hereto as a complete and final expression of their Agreement and understanding with respect to the subject matter hereof. This Agreement may be assigned by iThentic without Provider’s consent. The parties agree that this Agreement will be construed in all respects in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable to Agreement entered into and to be wholly performed therein, and the parties hereto agree to submit to the exclusive jurisdiction of the provincial courts of the province of Ontario.