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Terms & Conditions

Terms and Conditions
1. Term and Territory:
The "Term" of this Agreement shall commence on the Effective Date, and continue for an initial contract period of twelve months (the "Initial Term"). The Initial Term shall automatically renew for successive one-year periods (the "Renewal Term"). The Initial Term and any Renewal Term(s), are collectively referred to as the "Term. The territory for this Agreement shall be the world (the "Territory").
2. Content:
(a) Sound Recordings: Client represents and warrants that it owns and/or controls one hundred percent of the sound recordings, as well as the copyrights to the sound recordings (the "Masters"). (b) Compositions: Client represents and warrants that it either owns and/or controls the compositions embodied on the Masters (the "Compositions"), as well as the copyrights to the Compositions, or has mechanical licenses and all other permissions required to use the Compositions as contemplated in this Agreement. (c) Client may have other works ("Additional Works"), whether audiovisual, visual, or otherwise, which Client would like FREE VEVO to include in this Agreement. (d) In this Agreement, the Masters, Compositions, and any Additional Works are collectively referred to as the "Content".
3. Rights Granted:
Client hereby licenses the Content to FREE VEVO for distribution and exploitation as follows: (a) Client shall have rights under this Agreement only if FREE VEVO officially accepts the Content (by delivery, and publication to FREE VEVO's partners distribution mediums), per Section 4. Under no circumstances shall FREE VEVO be required to accept any or all Content submitted by Client. FREE VEVO reserves the right to reject any Content, based on low quality, explicit material, bias towards sexual preference, religious tone, or any other reason, at its sole discretion. (b) Client will have an online account with FREE VEVO. (c) FREE VEVO shall have the right to perform the Content in streaming format on FREE VEVO's website, or other websites and platforms, including mobile devices and connected TV devices owned and/or controlled by FREE VEVO's partners. Any monies collected on behalf of Client for webcasts or streams are included in "Revenue" (defined below), and subject to the payment provisions of this Agreement. (d) Client agrees that FREE VEVO shall not be liable for any actual or potential lost revenue due to a delay or failure to have the Content available via third party services, carriers, websites, and/or other platforms. FREE VEVO reserves the right to remove Content from one or more platform(s), and is not liable for loss of view counts. (e) FREE VEVO cannot/will not guarantee that clients contents(Video/Audio) will be published on any of our publishers syndication partner sites or platforms
4. Delivery:
During the Term, Client will deliver to FREE VEVO the Content, related cover art, and any other applicable client brand features, in accordance with FREE VEVO's then-current specifications. Client shall be responsible for procuring and paying for all necessary rights, licenses, and clearances, including (without limitation) any required payments to recording artists, actors, producers, and all royalty participants arising from FREE VEVO's (and FREE VEVO's designees') authorized exploitations of the Content and client brand features. Client shall furnish to FREE VEVO, at any time upon FREE VEVO's demand, all agreements, licenses, clearances, and other documents required by FREE VEVO (and FREE VEVO's designees) to evidence the foregoing. FREE VEVO shall, at its sole expense, deliver the Content to FREE VEVO's partners.
5. Revenue and Payment:
(a) FREE VEVO shall pay Client the percentages of "Revenue" outlined on the "Revenue Shares" addendum annexed to this Agreement, and forming a part of it. (b) "Revenue" means income actually received by, or credited to, FREE VEVO, that is derived solely from exploitation of the Content. Income received by FREE VEVO may be subject to taxes, surcharges, or fees imposed by government agencies, or FREE VEVO's partners, before payment is sent to FREE VEVO. FREE VEVO shall have no obligation to pay to Client Revenue that FREE VEVO has not actually received, until FREE VEVO receives such Revenue. (c) Revenue shall be paid to Clients upon receipt from FREE VEVO’s partners. Clients shall be responsible for any fees associated with the payment option selected by Client (Paper Check, Wire Transfer, ACH Direct Deposit, PayPal and Currency Exchange Fee). Each payment will be accompanied by a detailed electronic statement showing Revenue-generating exploitations of the Content. If Client has not received payment, or a statement indicating that no payment is due, for the month then Client shall promptly notify FREE VEVO. In no event shall FREE VEVO be deemed in breach of its payment obligations under this Agreement if Client has not received payment, or a statement, monthly. However, FREE VEVO may be deemed in breach of its payment obligations if FREE VEVO fails to make payments, or provide a statement, thirty days after receiving such notice from Client. (d) No payment shall be made to Client in any month when less than one hundred fifty U.S. dollars is payable to Client. If payment is not made to Client for this reason, such amounts below one hundred fifty U.S. dollars shall accrue to Client's account, and be paid in the first month in which Client's account reflects a balance greater than one hundred fifty U.S. dollars. (d) Any objection relating to any accounting statement or any lawsuit arising therefrom must be made (and any lawsuit commenced) no later than one (1) year after the date the statement is rendered, and you hereby waive any longer statute of limitations that may be permitted by law.
6. Taxes:
The amount paid by FREE VEVO to the Client includes all applicable sales taxes, municipal, state or otherwise. Clients shall be responsible for and shall pay all applicable sales tax, municipal, state or otherwise. THE CLIENT AGREES TO ACCEPT FULL RESPONSIBILITY FOR AND AGREES TO DEFEND AND INDEMNIFY FREE VEVO FROM THE PAYMENT OF ANY AND ALL TAXES THAT MAY BE LAWFULLY DUE FROM THE CLIENT TO ANY GOVERNMENTAL ENTITY INCLUDING BUT NOT LIMITED TO INCOME TAXES, FICA OR OTHER WITHHOLDING TAXES, FRANCHISE TAX, SALES TAX, ETC.
7. Representations/Warranties:
(a) Client represents and warrants that it has full power and authority to enter into this Agreement. (b) Client represents and warrants that it has, and will maintain throughout the Term, all rights, authorizations, and licenses that are required to perform Client's obligations hereunder fully, grant the rights and licenses granted herein, and permit FREE VEVO (and FREE VEVO's designees) to exploit the client Content and the client brand features as contemplated herein, without liability to any third party. (c) FREE VEVO represents and warrants that it has the right, power, and authority to enter into this Agreement.
8. Termination:
(a) After the Initial Term, Client may terminate this Agreement upon sixty days' written notice to FREE VEVO, and FREE VEVO must confirm in writing receipt of such notice. Upon termination or expiration of this Agreement, the rights granted to FREE VEVO hereunder shall automatically revert to Client. FREE VEVO has the right to terminate this Agreement at any time, at its discretion, in a written notice to Client. (b) Upon expiration or termination of this Agreement, FREE VEVO shall cease all use and distribution of the Content, and shall demand that FREE VEVO's partners also cease. After termination or expiration, all Revenues received by FREE VEVO for the Content shall continue to be subject to the payment provisions outlined in Section 5, for as long as FREE VEVO receives such Revenues. After termination or expiration, the minimum payment threshold referenced in Section 5 shall not apply, and FREE VEVO shall pay Client its percentage of all Revenues received, regardless of the amount payable.
9. Confidentiality:
FREE VEVO and Client shall keep the terms of this Agreement confidential, both during the Term, and thereafter. Each party may refer generally to the existence of this Agreement, but shall not reveal its terms, including (without limitation) the payment provisions, and any other information that either party identifies as confidential, without prior written consent of the other party. Either party may disclose confidential information on a "need to know" basis to its legal, financial, and other advisors who are under a duty of confidentiality to the disclosing party, without prior written consent of the other, as long as those agents are informed of this Confidentiality provision, and agree to be bound by it, and keep the confidential information confidential.
10. Indemnity:
(a) Client will, at all times, indemnify and hold harmless FREE VEVO, and its officers, directors, employees, agents, and advisors (collectively, the "FREE VEVO Indemnified Parties") from and against any claims asserted by a third party against any of the FREE VEVO Indemnified Parties for damages, liabilities, costs, and expenses (including court costs and attorney fees) arising out of (i) any claims of breach, or alleged breach, by Client of any representation, warranty, covenant, or agreement made by Client herein; or (ii) any claims that any of Client's videos exploited by FREE VEVO in accordance with the terms and conditions of this Agreement, infringe upon, misappropriate, or otherwise violate the rights of any third party (collectively, "Claims"). (b) In connection with any such Claim, FREE VEVO will (i) give Client prompt notice of the Claim (provided, that failure to provide such notice shall not relieve Client from its liability or obligation hereunder, except to the extent of any material prejudice as a direct result of such failure); (ii) cooperate with Client (at Client's expense) in connection with the defense and settlement of the Claim; and (iii) permit Client to control the defense and settlement of the Claim, provided that Client may not settle the claim if such settlement places any liability or obligation on FREE VEVO, without FREE VEVO's prior written consent. Further, FREE VEVO (at its cost) may participate in the defense of the Claim through counsel of its choice.
11. Dispute Resolution:
If any dispute arises hereunder, then the parties will (in order of preference): 1. First, attempt good faith negotiations; 2. Then, attempt mediation (private or via court), and implementing any proposed solution, in good faith; 3. Then, attempt arbitration, if anticipated faster and no costlier than litigation. 4. Then, litigation in New York State under New York law, with the venue being Kings County. No suit, action, or proceeding may be commenced by Client against FREE VEVO unless Client first gives FREE VEVO written notice of the specific details of the breach or alleged breach, and FREE VEVO has not cured same within sixty days after its receipt of notice.
12. Miscellaneous:
This Agreement shall be binding upon the parties and their respective heirs, executors, administrators, successors, and permitted assignees. FREE VEVO may assign this Agreement, or any of its rights hereunder, in whole or part, to any third party. Client may not assign this Agreement, without FREE VEVO's prior written consent. If any portion of this Agreement is determined by a court to be invalid, the remainder shall remain in full force. FREE VEVO's failure at any time to require performance by Client of any provision of this Agreement shall not affect FREE VEVO's right to enforce the same later. This Agreement does not constitute a partnership or joint venture between the parties; it is intended that their relationship is that of independent contractors. This Agreement represents the entire agreement between the parties, and may not be amended, except by a further written instrument signed by FREE VEVO and Client. The headings of paragraphs are inserted only for convenient reference, and not intended to have legal effect. In the event that FREE VEVO has, in its good faith discretion, reason to suspect Client’s account has been subjected to and/or involved in fraudulent or infringing activities, FREE VEVO reserves the right to discontinue the posting of Revenue to Clients’ account and withhold payment therefore until resolution of the suspect activities to the satisfaction of FREE VEVO is obtained. Furthermore, Client agrees that such revenues will be forfeited by Client if FREE VEVO determines, in its good faith discretion, that they are the result of fraud and/or infringement. To the extent that any fraudulent and/or infringing activities are determined to be caused by the Client or the Client’s affiliates actions or omissions, any costs incurred by FREE VEVO (including legal fees and expenses) in connection therewith may, in addition to its other remedies, be deducted by FREE VEVO from any monies otherwise payable to Client hereunder. Certain FREE VEVO partners may also have policies related to fraud and suspected fraudulent activities and Client agrees that it is their responsibility to investigate such policies, if any, and such policies shall be binding upon Client hereunder. All Content submitted for distribution by FREE VEVO to FREE VEVO partners require fee-based subscription via a Payment Method. These fees may be amended at any time by FREE VEVO without notice to Client. If for any reason you fail to make a payment or a payment is reversed hereunder via the Payment Method or any other method after agreeing to these Terms of Service, FREE VEVO will be entitled to recoup, at its sole discretion, the subscription fee, by any means necessary, including the right to keep Client’s account active and collect any resulting royalties until subscription fee is paid in full. Revenue Shares FREE VEVO shall pay Client the following percentage of "Revenue," as defined in the Agreement: 1. For Revenue received from ads served on music videos: seventy percent. 2. For Revenue received from audio music streaming: ninety percent

Terms & Conditions

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