VIDEO DISTRIBUTION AGREEMENT
This Agreement, between 1710Media, located at 11, Adio street, New Garage, Gbagada, Lagos, Nigeria and “Client” (hereinafter referred to as “Client”), is entered into the date of which the Video is being Distributed. The date of the agreement and “Client” details are to be filled out by the Client.
1710Media (“1710Media”) is a digital distributor aimed at delivering content from worldwide clients (artists & record labels) to partners located around the globe (“Partners”). This is an agreement between 1710Media and Client for utilization of 1710Media’s video services. Pursuant to the terms of this agreement, Client has selected 1710Media to exclusively distribute video content (“Client Content”) to certain Partners of 1710Media.
B. Video Distribution.
1. Exclusivity: Client agrees that this agreement is exclusive worldwide during the Term for the distribution of Client Content by 1710Media.
2. Partners: 1710Media provides Client Content to Partners for video streaming, downloading and/or sharing by internet users. The Partners can be viewed at www.1710Media.com and may be subject to change.
C. Client Content.
1. Delivery. Client shall deliver Client Content to 1710Media’s Video Content Department via its online management system after payment is submitted to 1710Media. Videos shall be delivered in compliance with the specifications stated on 1710Media’s website and all videos shall bear an appropriate copyright notice.
2. Modifications. In some instances, 1710Media may need to make minor modifications to Client Content, such as to add a logo or text listing the name and title of audio tracks featured within Client Content for display on 1710Media’s platforms. Client agrees that 1710Media is entitled to make modifications in its discretion and holds 1710Media harmless as to these modifications.
3. Changes / Errors after Submission. Each and every Client should use reasonable efforts to ensure that their material is correct prior to delivering to our Video Content Department for approval and delivery to Partners. Changes / Errors are communicated via the Fee schedule on this agreement. Client should communicate the Change / Error directly at info@1710Media.com.
Client must not reach out to any Partner directly. 1710Media cannot guarantee that a Partner will acknowledge and/or agree to any requested Change / Error described above.
The term of this Agreement is for two (2) calendar years. The term automatically renews unless either party provides written notice to the other party of termination or cancellation of the Agreement. Notice shall be provided no later than 30 days prior to the expiration of the current term. Written notice will be considered sufficient when received via email (firstname.lastname@example.org) or certified mail, return receipt requested at the address outlined in Section L.
E. Fees, Royalties and Accounting:
1. Fee: You agree to pay the fee on our website per video to be distributed through 1710Media to Partners. Payment must be made before or at the time video(s) are delivered to 1710Media.
Changes / Errors will be subject to an additional #5,000 fee per change on the video distributed.
Take-downs of the video will be subjected to a #7,000 fee. If Client wishes to re-upload video, Client will have to do so at the current rate of Video Distribution.
The accounting statements and sales reports as well as the payment of Client shall be made each calendar quarter year within 30 days following the end of each calendar quarter year. Due to administrative reasons statements shall not be generated if the net income does not reach an amount of #5000 (Five Thousand Naira), The amount of the income less than Five Thousand Naira shall be carried forward into the next accounting period until this amount will be exceeded.
Content Owner shall have the right to have the books and records of 1710 Media audited by a certified public accountant upon reasonable notice no more than once per year during and /or after the Term. If an undisputed discrepancy is found upon such audit being made of more than 10% (ten per cent) of the discrepancy found for the period audited, then 1710 Media shall pay the reasonable costs of such audit (except cost of hotel and travel), provided such discrepancy exceeds an amount of 2Million naira.
Payment Schedule: Q1: May 10-20 / Q2: Aug 10-20 / Q3: Nov 10-20 / Q4: Feb 1-7
Quarter Schedule: Q1-Jan-Mar / Q2-Apr-Jun / Q3-Jul-Sept / Q4-Oct-Dec.
In order to receive payment, Client must issue an invoice and/or payment request via email (email@example.com) when reports are available. Failure to submit a payment request prevents 1710Media from paying out any royalty.
F. Intellectual Property Ownership.
Client warrants and represents that it has all rights in the Client Content provided to 1710Media (including but not limited to videos, sound recordings, artist names, song names, artwork and images) and/or has all rights necessary to grant the licenses granted herein. Client also guarantees that it has secured written permission or waivers of rights with any necessary persons or third parties that have granted Client permission to distribute the content through 1710Media. Client hereby agrees to not deliver any Client Content to 1710Media that is not legally owned or secured via permission. If any material contains Content of any kind that is not cleared, licensed, and/or owned by the Client, 1710Media is exempt from all legal issues and/or wrongdoing and Client agrees to indemnify 1710Media pursuant to the terms in Section I, below. Further, Client licenses its copyrights, trademarks, name and likeness to 1710Media during the Term for use in conjunction with the distribution and promotion of Client Content.
G. Termination and Breach;
1. Client Content Remaining. Upon termination of this agreement, 1710Media actively seeks takedown of previously-distributed content. However, Client acknowledges that licenses 1710Media may have granted to Partners may remain in force for a time period after the expiration of this Agreement. In that event, 1710Media is absolved from any liability for content that remains with Partners, licensees and others who have received the Videos from 1710Media prior to Termination.
2. Opportunity to Cure. Either party shall have the right to terminate this Agreement upon written notice to the other party. Neither party shall be deemed in breach of this agreement unless the other party has given the breaching party notice, and the breaching party has failed to cure such breach within thirty (30) days after receipt of such notice.
3. Payments. In the event of any dispute surrounding the distribution of Client Content under this Agreement, 1710Media will freeze any royalty payments pertaining to Client until the matter is resolved. Royalties may continue to accumulate in client’s account due to Client Content remaining on Partners’ websites, but any payments will be held until final resolution.
Client shall indemnify 1710Media (including its directors, members, officers, employees and other representatives) against any expenses or losses resulting from a third-party claim, demand, cause of action, debt or liability to the extent it is based on any of the Client’s respective representations, warranties or agreements contained herein, including reimbursement of reasonable outside attorneys’ fees and litigation expenses. The indemnified party shall give the indemnifying party prompt notice of any claim and, if the indemnified party so requests, the indemnifying party shall defend the indemnified party at the indemnifying party’s expense. Any settlement shall be subject to the indemnified party’s prior written approval. This obligation shall survive the termination of this Agreement for any reason.
I. Scandalous Material:
1710Media will not distribute scandalous, illegal, hateful, highly-objectionable or offensive material. 1710Media and Partners reserve the right to reject distribution of any Client Content at its discretion.
1. Parental Advisory. The parties shall cooperate in implementing any applicable parental advisory labeling. It is understood that Client shall use reasonable efforts to click “Explicit” while submitting their content if, to their knowledge, the material contains explicit material. Please note that Explicit material is different than, and may not arise to, scandalous material.
The parties acknowledge that they may come into contact with confidential information, such as valuable, secret, special, and unique assets or business practices of the other. The parties covenant and agree that, during the term of this agreement, and at all times thereafter, they will not disclose the other party’s confidential information to any person, firm, corporation, association, or other entity for any reason or purpose without the express written approval of the other party, except to its attorneys, accountants, and employees on a need to know basis. Client agrees that it shall instruct its attorneys and accountants to hold in confidence and not communicate, transmit, publish, disseminate or otherwise disclose any information regarding 1710Media’s business learned in the course of dealing or performance hereunder.
K. Client Warranty:
Client warrants and represents that:
1) it has the right and authority to enter into this agreement and to grant to 1710Media all rights specified hereunder;
2) all of the recordings, artwork, metadata, videos and any other materials delivered by Client to 1710Media are owned or controlled by Client and 1710Media’s use and exploitation of such materials, as authorized and contemplated hereunder, shall not infringe on the copyrights or other rights of any third person or entity;
3) it has not granted and will not grant to any third party any rights that are inconsistent with those granted to 1710Media herein.
4) that 1710Media shall have the right to exploit same as authorized under this agreement without obligation to make payments to any person or entity, other than the amounts due to Client.
L. Notice Requirement.
All notices hereunder shall be given by certified mail, return receipt requested, by messenger or courier, to the respective addresses below:
To 1710Media, Attn: Video Department, 11, Adio Street, New Garage, Gbagada, Lagos.
To Client: At email address provided upon submission.
Any change, modification or amendment of this agreement within the term may come in the form of writing and/or through a web-based Terms & Conditions approval form to be approved by Client.
N. Governing Law and Jurisdiction:
Parties will attempt to resolve all disputes amicably, failing which either party may, by written notice refer the matter to arbitration, under a sole arbitrator to be appointed by the Chairperson, for the time being, of the Chartered Institute of Arbitrators, Lagos Branch.
O. Client Notification:
At times, 1710Media may communicate information directly to Client via email. The email address at which Client elects to receive notifications is the one provided to us at the time of the submission of the Video.
By agreeing to these terms and conditions via our submission form, you hereby agree to and accept the above terms of this agreement.