SHORTSNONSTOP Standard License Agreement
NAONLY
iThentic Content License Agreement - North America Only Acquisitions
By submitting your audio/visual content, sometimes refered to as a mobisode, (the “Content”) to iThentic LLC, it succesors, licensees and assigneds (“iThentic”), 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 and third parties acting on iThentic’s behalf, the non-exclusive right to offer Provider’s submitted Content for download and streaming (as such terms are understood in the United States of America 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, and through any future means or methods of downloading and/or streaming now known or hereinafter devised. Provider also grants iThentic 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 or iThentic in perpetuity without any payment to you. You grant iThentic 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 iThentic 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 for North America only.
Term. The rights granted hereunder shall commence on the date of Provider’s acceptance of this agreement and expire on the latter of six (6) months from the successful delivery of the Content to iThentic in iThentic’s sole discretion or six (6) months from the launch of iThentic as represented by the offering of any Content for sale by iThentic to third parties. At the end of this initial six month period, this agreement will automatically continue until either iThentic or the Provider cancels it, in writing, on thirty (30) days notice.
Services provided by iThentic. After Provider uploads Content through iThentic.com or other digital means or send a submission in a physical form to iThentic, iThentic screens your submission along with others and picks the best content to be viewed on, offered by, or sold through iThentic.com and/or our mobile service, which may be distributed third party wireless carriers, as well any other platforms that we support. iThentic has sole discretion select which submissions to offer or not offer. Through iThentic, selected Content may be organized into genres, individually branded channels, or categorized by some other metric; as well as made searchable by user provided tags. iThentic may market iThentic, its products and services, and in some instances your Content, to promote usage and carriage of iThentic on all platforms. iThentic reserves the right in its sole discretion to reuse or reject any Content submitted including but not limited to the right to post, not post, or remove any Content or features with or without notice for any or no reason. Additionally, in no event will iThentic be obligated to return any submitted Content to the Provider.
Compensation. In plain English, iThentic pays you, the Provider, 50% of all the money iThentic receives from third party exploitation your mobisode, if any. This is calculated as follows. Provider will be entitled to a royalty of 50% of iThentic’s Net Subscription Receipts. Net Subscription Receipts is calculated as Gross Subscription Fees collected by a wireless carrier or other digital retailer (inclusively “digital retailers”) from iThentic subscribers LESS any fees charged by the digital retailer to iThentic and LESS any fees charged by technology providers, including but not limited to Mobile Service Delivery Platforms, to iThentic. If iThentic’s Net Subscription Receipts or any of the above fees charged to iThentic are not directly allocatable to individual downloads or streams on a per play basis, iThentic will allocate the 50% on a pro rata share based on the number of views. For the purposes of clarification, if iThentic does not receive any Subscription Fees as a result of the exhibition or any other use of your video, the author of the submission 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 fize 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 on iThentic, 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 for any such unauthorized use by a third party.
Representations and Warranties. By submitting Content to iThentic, 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, 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 the all elements collectively as a single work. Provider must comply with all copyright, intellectual property laws, and other U.S. and international law, and may 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 iThentic and indemnifies iThentic, its successors, licensees, assigns, attorneys, employees and partners of 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 iThentic.com. iThentic and Provider each warrant that they each have the right to enter into this agreement unencumbered and to carry out its terms. This agreement does not and is not intended to create any confidential or fiduciary duties between iThentic and Provider. Provider indemnifies and holds iThentic 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 iThentic’s use, exhibition, display, broadcast, distribution, or use of the Content by iThentic.
YOU, THE CONTENT PROVIDER, MUST OWN, OR HAVE WRITTEN PERMISSION TO USE ON ALL DIGITAL FORMATS, ANY AND ALL CONTENT THAT YOU SUBMIT, INDIVIDUALLY AND IN THE CONTEXT OF YOUR SUBMISSION. YOU MUST ALSO ACCEPT ITHENTIC’S FULL TERMS OF USE AND FOLLOW THE SUBMISSION GUIDELINES AS PRESENTED ON WWW.ITHENTIC.COM.
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. The parties agree that this Agreement will be construed in all respects in accordance with the laws of the State of New York applicable to agreement entered into and to be wholly performed therein, and the parties hereto agree to submit to the exclusive jurisdiction of the federal and state courts of the State of New York located in New York County.
