BYTESIZED TALENT, Limited Agreement
This agreement (“Agreement”) is entered into by and between BYTESIZED TALENT, LIMITED (“Bytesized Talent”), a UK limited liability company, on the one hand, and the undersigned content provider (“Content Provider”), on the other hand. In consideration of the mutual agreements and undertakings of the parties set forth herein below, and for good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto hereby agree as follows:
- 1. Properties/Content. Content Provider represents and warrants that Content Provider exclusively owns and/or has all necessary rights to control the following channel(s) broadcast over the internet during the Term of this Agreement (collectively, the “Properties”), as well as all content (both audio and visual) exploited through such Properties (collectively, the “Content”):
- 2. License. Content Provider hereby grants to Bytesized Talent the exclusive, worldwide right and license, during the Term hereof, to exploit, manage and monetize (through enabling and selling advertising) the Properties and the Content as part of the Bytesized branded YouTube network(s). Without limiting the foregoing, Bytesized will have the exclusive right throughout the Term hereof to represent, sell and manage all advertising inventory pertaining to the Properties, including but not limited to any advertising sales and/or sponsorship opportunities, inclusion of advertising by advertising networks, use of annotations and related features, and the serving and monitoring of all advertising and/or sponsorship campaigns and programs. Bytesized will collect all revenue generated from the Properties directly (e.g., through Ad Sense, Video Ad Sense, YouTube direct sales, Bytesized direct sales, etc.) (collectively, the “Revenue”), and pay Content Provider in accordance with the terms of this Agreement. Without limiting the foregoing license, Content Provider further grants to Bytesized any and all rights and licenses reasonably required for Bytesized to perform and enjoy its rights under this Agreement.
- 3. At such time as monetization of the Content via Facebook and/or other forms of social media becomes available, Content Provider shall further grant to Bytesized the exclusive, worldwide right and license, during the Term hereof, to exploit, manage and monetize (through enabling and selling advertising) the Content via all forms of social media including but not limited to Facebook, Twitter, Instagram and Snapchat. In such cases, Bytesized will collect all revenue generated from the Content directly from the social media source (e.g. Facebook), and pay Content Provider in accordance with the terms of this Agreement.
- 4. Notwithstanding the foregoing, all Revenue generated as a result of so-called claimed views (“Claimed Views”), i.e. views that are a) generated by third-party, user-generated content, and b) claimed by Company on Content Provider’s behalf, shall be allocated and paid at a royalty rate of fifty percent (50%) to Bytesized and fifty percent (50%) to Content Provider, respectively.
- 5. Term of Agreement. This Agreement shall begin on the Effective Date and continue for an initial term of three (3) months, after which time this Agreement shall automatically renew for successive twelve (12) month periods unless either party gives written notice of its intent not to renew at least thirty (30) days prior to the end of the then-effective period. Either party may terminate this Agreement upon at least thirty (30) days' written notice to the other party if the party receiving such notice has materially breached this Agreement, which termination shall become effective at the end of said thirty (30) day period unless the breaching party cures such breach prior to the end of such notice period. The entire period of time during which this Agreement is in effect is referred to herein as the "Term".
- 6.Ownership and Control of Properties. Content Provider shall retain full control and ownership of, and absolute liability for, the Properties, including the creation, procurement, and uploading of all Content and the ongoing management and look and feel of the Properties.