Terms Of Agreement
INDEPTV TERMS & AGREEMENT
The Producer or Submitter, the abovesigned (“I,” “me,” or “my” whether such party is an individual or an entity) has read all of the rules & regulations for INDEPTV (TM) (also known as Independent Television, hereafter referred to as “the Channel”), and by indicating agreement to this form I/we (hereafter referred to as “the Producer”) agrees to the following:
• The Producer understands and has complied with the stated rules.
• The Producer warrants the submission of the Producer’s original work and that there are no disputes regarding the ownership of the submission.
• The Producer warrants the submitted material does not defame or infringe upon the rights of any person living or dead.
• The Producer warrants that all rights, licenses, clearances, and releases, for all audio and archival film or video used in the production have been secured for all broadcasts including public television, cable rights and foreign television rights.
• The Producer warrants that relevant appearance releases for all people featured in the submission have been secured.
• The Producer has obtained all of the appropriate rights and clearances of copyrighted material(s).
• The Producer has obtained all required approvals, clearances, licenses, etc., for the use of the program material contained in this program, and will provide such clearances if requested by the Festival.
• The Producer warrants that the INDEPTV, and any Channel sponsors, partners, broadcast platforms or outlets do not accept responsibility for proof of rights and clearances.
• The Producer fully indemnifies INDEPTV, and any Channel sponsors, partners, broadcast platforms or outlets against any claim made for such violations of law.
• The Producer agrees to hold INDEPTV, and any Channel sponsors, partners, broadcast platforms or outlets harmless from and defend them against all claims, demands, losses, damages, judgments, liabilities and expenses (including attorney’s fees) arising out of or in connection with any and all claims of third parties, whether or not groundless, based on any material submitted to the Channel or on any the INDEPTV programs developed out of such submission.
• The Producer warrants that the Channel does not accept responsibility for improperly packaged materials, or for the loss or damage of submitted materials.
• The Producer grants the Channel the non-exclusive, perpetual, royalty-free, fully paid license and right to broadcast, exhibit and/or otherwise distribute the Submission and every element thereof, in whole or in part, in any manner or medium now or hereafter known or devised on a non-exclusive basis for 3 years.
• The Producer warrants the granted right to promote, broadcast and distribute the submitted material is royalty-free, and that any payments made in relation to advertising revenues are as agreed upon in the most current version of the INDEPTV’s Producer Revenue Sharing Schedule.
• The Channel acknowledges that I own and control the copyright in and to my Submission, subject to the rights I am granting to the Channel hereunder.
• I agree not to issue any publicity on behalf of the Channel, but I am free to make casual and non-derogatory public statements regarding the Channel. I am entitled to retain and exercise the rights that are not granted to the Channel by these Submission Terms. For the avoidance of doubt, if my Submission is an excerpt of a Prior Work, The Channel’s exclusivity hereunder shall be limited to the excerpt that constitutes my Submission and I retain all rights in and to the Prior Work in its entirety and may exploit the Prior Work freely.
• Limitations on Liabilities; Remedies. By submitting my Submission, I agree that: (1) any and all disputes, claims and causes of action arising out of or connected with my Submission will be resolved individually, without resort to any form of class action; (2) any and all claims, judgments and awards will be limited to actual third-party, out-of-pocket costs incurred not to exceed the amount of the Use Fee, but in no event will attorneys’ fees be awarded or recoverable; (3) under no circumstances will I be permitted to obtain any award for, and I knowingly and expressly waive all rights to seek, punitive, incidental, consequential or special damages, lost profits and/or any other damages, other than actual out-of-pocket expenses not to exceed the amount of the Use Fee, and/or any and all rights to have damages multiplied or otherwise increased; and (4) my remedies are limited to a claim for money damages (if any) and I irrevocably waive any right to seek injunctive or equitable relief.
The above named and undersigned (“Participant”) does hereby consent to the use by INDEPTV, (INDEPENDENT TELEVISION”) and does hereby assign and grant unto INDEPTV the irrevocable and unconditional power, right, privilege, and permission to make, produce, reproduce, exhibit, distribute, publish, and transmit by means of live broadcast or cablecast, streaming, videotape, satellite, audio, or any other similar mechanical or electronic method the Participant’s name, picture, likeness, pose, actions, or any combination thereof in connection with the production of programs for INDEPTV, Independent Television.
Participant hereby releases and discharges INDEPTV from any and all liability arising out of or in connection with the making, producing, reproducing, processing exhibiting, distributing, publishing, transmitting by any means or otherwise using Participant’s name, picture, likeness, poses, actions and any other combination thereof.
Participant certifies and warrants that Participant is of legal age, has full power, right and authority to enter into this consent and release, has read same in its entirety and understands all of its terms and provisions, unless parental or legal guardian signature follows.
TERMS SPECIFIC TO USE OF MUSIC VIDEO
AUDIOVISUAL PROMOTIONAL MUSIC VIDEO LICENSE FOR INDEPTV / INDEPENDENT TELEVISION
This Agreement is made between the signature party (hereinafter referred to as “Company”) and INDEPTV / INDEPENDENT TELEVISION a California corporation (hereinafter referred to as “INDEPTV”).
1. Definitions: (a) “Music Video” shall mean the content provided at any time by Company, consisting of(i) the audio recording of musical performances by various recording artists (hereinafter referred to as “Artist(s)”) of certain compositions (hereinafter referred to as “Composition(s)”), and (ii) the synchronized video recording of visual images of the performances of such Artist(s) and/or of other material.
(b) “Broadcast Radio and Television” shall mean the medium in which exhibitions of audio and audio-visual works are delivered or transmitted by any technological means, now or hereafter known, to viewers who are not obligated to pay for the privilege of receiving such exhibitions, as well as other exhibitions, it being understood that the exhibition to the viewers shall not entitle them to receive possession of the physical materials embodying such audiovisual works; such technological means shall include but not be limited to the use of electric, electronic, magnetic, optical or laser signals that pass through the air, cables, wires, fibers, conductors, microwave relays, or closed circuits, whether identified as broadcast, digital, cable radio or television systems, master antenna television systems, multipoint distribution service systems, closed circuit systems or otherwise.
(c) “Streaming and Radio and Television” shall mean the medium in which exhibitions of audio and audio-visual works are delivered or transmitted by any technological means, now or hereafter known, to subscribers who are not all assembled in the presence of each other in a single location and who are obligated to pay for the privilege of receiving such exhibitions, as well as other exhibitions, it being understood that the exhibition to the subscribers shall not entitle them to receive possession of the physical materials embodying such audiovisual works; such technological means shall include but not be limited to the use of electric, electronic, magnetic, optical or laser signals that pass through the air, cables, wires, fibers, conductors, microwave relays, or closed circuits, whether identified as cable radio and television systems, master antenna television systems, multipoint distribution service systems, closed circuit systems or otherwise.
(d) “Wireless Networks” shall mean the medium in which exhibitions of audio and audio-visual works are delivered or transmitted by any technological means, now or hereafter known, to subscribers who are not all assembled in the presence of each other in a single location and who are obligated to pay for the privilege of receiving such exhibitions, as well as other exhibitions, it being understood that the exhibition to the subscribers shall not entitle them to receive possession of the physical materials embodying such audiovisual works, through the use of wireless devices such as cellular telephones, personal digital assistants, pocket PCs, and any other devices capable of receiving wireless transmissions over third-party cellular networks.
(e) “On-Line Networks” shall mean the medium in which exhibitions of audio and audio-visual works are delivered or transmitted by any technological means, now or hereafter known, to users who are not all assembled in the presence of each other in a single location, it being understood that the exhibition to the user shall not entitle them to receive possession of the physical materials embodying such audiovisual works, through the use of computer devices such as desktop or portable computers, televisions, radios, or cellular telephones, personal digital assistants, pocket PCs, Gaming consoles and any other streaming devices capable of receiving transmissions over third-party internet networks.
2. Delivery: Company will at its expense deliver Music Videos to INDEPTV in a state of the art technological format compatible with broadcast television industry standards in at least a 1080P format (4K Recommended) whether by Google Drive, Dropbox, cable, fiber, electronic file transfer, satellite, or any other ways of submission. INDEPTV will provision the Music Video for use on Broadcast Radio and Streaming Television, Cable Radio and Television, Wireless Networks, and On-Line Networks.
3. Term of the Agreement: The Term of this Agreement shall commence as of the date set forth above and shall continue for a month to month basis. It is understood that the number of Music Videos provided may vary during the term of this Agreement, subject to the sole discretion of Company and to the notice provisions and rights of cancellation set forth herein.
4. Grant of Rights: Company grants to INDEPTV the non-exclusive worldwide right, privilege and license during the Term of this Agreement:
(a) To exhibit at INDEPTV’s sole discretion the Music Video over Broadcast Radio and Television, Cable Radio and Television, Wireless Streaming Networks, and On-Line Networks during the Term as part of INDEPTV’s family of program services under the “INDEPTV” brand.
(b) To use the voice, image, likeness and performance of the Artists as embodied in the Music Video and the names and approved likenesses of, and biographical material concerning, the Artists for the sole purpose of advertising and promoting the Music Video, INDEPTV, and its affiliates, and not for the purpose of endorsing any other product or service.
(c) To duplicate the Music Video for the uses and purposes set forth above. INDEPTV cannot license others to duplicate the Music Video except for the uses and purposes set forth above without Company’s prior consent.
(d) To advertise, promote, and publicize the music videos, in connection with INDEPTV’s exercise of its rights hereunder; INDEPTV will use its best efforts in such promotion to clearly identify Company and its artists. Company will use its best efforts to deliver to INDEPTV such promotional information or materials that may aid INDEPTV in said promotion.
(e) Provided however that in the event Company no longer has the right, with respect to a particular artist or Music Video, to convey the rights granted in this Paragraph 4, it shall immediately so notify INDEPTV in writing and INDEPTV will pull that artist from future rotation or other programming.
5. Limitation of Rights:
(a) Any use of the Music Video not expressly provided for herein is strictly prohibited without the prior written consent of Company.
(b) INDEPTV shall not change, modify, edit or in any manner alter any Music Video without Company’s prior consent, which consent may be withheld in Company’s sole discretion, except as follows: (i) for the purpose of using shortened portions of the Music Video to advertise and promote the Music Video as the programming available on INDEPTV; (ii) reduced frame rates, resolution and sound quality as necessary for the Music Video to be presented over Wireless and On-Line Networks; and (iv) to edit the Music Video if required by INDEPTV, Broadcast Radio and Television, Cable Radio and Television or On-Line, or Wireless Networks operators to delete portions that do not conform to their content standards.
6. Promotional Consideration
It is agreed that there is significant real and valuable promotional worth to Company for the exposure provided by INDEPTV of the Music Video and that the rights granted herein are provided in exchange for the good and valuable promotional consideration.
7. Other Obligations
Company shall be solely responsible, in connection with INDEPTV’s use of the Music Video as permitted hereunder, for (i) obtaining any required consents or licenses of record companies, artist(s), actors, performers or copyright proprietors of the Music Video and the compositions, scripts or performances contained in the Music Video.
8. Trademarks, Trade Names, and Copyrights:
(a) It shall be a condition to the grant of rights herein that:
(i) INDEPTV shall not delete any copyright notice or other notice which Company includes in any Music Video.
(b) INDEPTV is hereby granted a nonexclusive license to use the trademarks, trade names, logos and copyrights of the Company reproduced in the Music Video solely for the purpose of describing and promoting the Music Video in the promotional material of INDEPTV and its distributors.
9. Warranties and Representations
(a) Each party warrants and represents that it has the right to enter into and fully perform its obligations under this Agreement, and that the exercise by INDEPTV of the rights granted hereby does not violate and will not result in the breach of any agreement with any third party.
(b) Each party agrees to and does hereby indemnify and hold harmless the other party from and against any and all loss and damage (including reasonable attorneys’ fees) arising out of or connected with any claim by any one or more third party arising out of any breach by the indemnifying party of any of its warranties, representations and agreements herein.
(c) Company warrants that its content meets industry, federal and state broadcast content specifications and regulatory requirements.
All Music Video made available to INDEPTV hereunder and all copyrights and rights in and to such Music Video shall remain the sole and exclusive property of Company, subject to the rights granted to INDEPTV herein. All duplicated material (until erased or destroyed) shall be and remain the sole property of Company, subject only to INDEPTV’s right to use such material as permitted hereunder.
11. Termination or Expiration of Agreement.
(a) In the event of termination or expiration of the term of this Agreement, all rights granted hereunder shall immediately revert to Company.
(b) Upon the termination or expiration of the term of this Agreement, INDEPTV shall immediately cease all exhibition or broadcast of the Music Video.
(a) All notices required to be given to the parties hereto and all other required mailings shall be sent to the following addresses and to the following named individuals, or to such other addresses and individuals as the parties may hereafter designate by written notice to the other:
(b) All notices shall be sent by certified mail, return receipt requested.
Either party may assign this agreement upon written notice, as provided in Section 12 above, to the other party; (b) this agreement shall be construed pursuant to the laws of the State of New York governing contracts fully made and to be performed entirely within said State; (c) this is the entire agreement between the parties and cannot be modified, except by a written instrument signed by both parties; (d) the headings contained in this Agreement have no substantive effect.
IN WITNESS WHEREOF, the parties hereto have executed this agreement on the day and year set forth above.
PROMOTIONAL MUSIC VIDEO TERMS & AGREEMENT FORM
I Agree to the Terms and Conditions of the the INDEPTV and have read and understood the TERMS & AGREEMENT information outlined on this page.