LINGOPIE DIRECT LICENSING AGREEMENT

Last Updated: 03/28/2018

 

 

THIS DIRECT LICENSING AGREEMENT (this "Agreement") contains the terms and conditions of (i) your use of the Lingopie digital self-publication and distribution program (the "Program") for distribution of audio visual content via the digital video services operated by Lingopie and (ii) Lingopie’s use of such content.  As used in this Agreement, "Lingopie", "we" or "us", means Lingopie Ttd., a company, incorporated in the State of Israel, company number B-101818, and its registered office at 3 Ahuzat Bayit Tel Aviv, TA  64165, Israel. As used in this Agreement, "Content Provider" or "you" means the person or entity accepting this Agreement.

  1. AGREEMENT ACCEPTANCE

You accept this Direct Licensing Agreement by selected the checkbox and clicking "Agree & Upload" where you are given the option to do so. If you do not accept the terms of this Agreement, you may not use the Program. By accepting this Direct Licensing Agreement, you confirm that you are at least 18 years old (or the age of majority where you reside, whichever is older) and that you are able to form a legally binding contract. If you are accepting this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the legal authority to bind that company or legal entity by the terms of this Agreement.

  1. AMENDMENT & NOTICE OF CHANGES.

You accept this Direct Licensing Agreement by selected the checkbox and clicking "Agree & Upload" where you are given the option to do so. If you do not accept the terms of this Agreement, you may not use the Program. By accepting this Direct Licensing Agreement, you confirm that you are at least 18 years old (or the age of majority where you reside, whichever is older) and that you are able to form a legally binding contract. If you are accepting this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the legal authority to bind that company or legal entity by the terms of this Agreement.

Your continued use of the Program Site and the Program following any changes to this Agreement will constitute your acceptance of such changes. If you do not agree to changes to this Agreement or the Program Site, you should discontinue use. You are responsible for regularly reviewing the Program Site for changes and notice of any changes.

  1. ACCOUNT SETUP AND MAINTENANCE

You must ensure that all information you provide in connection with establishing your Program account is accurate when you provided it, and you must keep it up to date as long as you use the Program.  You will not use false identities or impersonate any other person or use a username or password you are not authorized to use. You authorize us, directly or through third parties, to make any inquiries we consider appropriate to verify the account information you provide. You also consent to us sending you emails relating to the Program and other publishing opportunities from time to time.

You are solely responsible for safeguarding and maintaining the confidentiality of your account username and password and are responsible for all activities that occur under your account, whether or not you have authorized the activities. You may not permit any third party to use the Program through your account and will not use the account of any third party. You agree to immediately notify Lingopie of any unauthorized use of your username, password or account.

  1. TERM

This Agreement commences upon your acceptance of it and continues in perpetuity until terminated as set forth in this Agreement (the "Term").

The "Initial Subscription Term", of this agreement will be for (12) months and will  automatically extend for successive periods of twelve (12) months each unless and until terminated by either party by provision of notice of termination to the other party.

We may terminate your rights to use the Site (including your Account) at any time for any reason at our sole discretion,

including for any use of the Site in violation of these Terms. Upon termination of your rights under these Terms, we will cease offering your content within (30) days from the date of the  notice of termination.

  1. RIGHTS GRANTED

You hereby grant Lingopie a non-exclusive license in to use, reproduce, reformat for online delivery, encode, encrypt, market, promote, transmit, distribute and display on the Service the audio-visual programs ("Content"); which will include access via free trials without any required payment of License Fees in connection therewith. "Service" means Lingopie Digital Streaming & Language Learning Services through which authorized users may obtain, view and interact with Content. As used in this Agreement, Content refer solely to the audio-visual programs viewable authorized for distribution on the Service.  

Lingopie may advertise, market, and promote, in any and all media (whether now known or hereafter devised), the availability of Content on the Service using the Delivery Materials and any images, trailers, logos, artwork, publicity materials, and metadata provided by you as it deems appropriate as well as any video clips from the Content created by Lingopie of up to (i) 3 consecutive minute of footage from Content that are under 22 minutes in duration and (ii) 5 consecutive minutes of footage from the Content that are 22 minutes or longer in duration (collectively, the "Promotional Materials"). Lingopie may feature the Promotional Materials in advertisements outside the Program Site, in any media, to promote the Content and related products, the Service and any features of the Service, and the availability of the Content on the Service.

  1. DESCRIPTION OF SERVICE

Via the Service, Lingopie, allow customers to access the audio visual content via one or more subscription offerings, where a fee is required to be paid for such access (other than in the case of a free trial), for repeated private viewing by subscribers during the Term, which may be through the subscription offering known as of the date hereof as Lingopie.

Without limiting the foregoing, you acknowledge that Lingopiemay (i) make the Service available through any websites, applications, device interfaces, third-party platforms and any other online platforms or points of presence now known or hereafter devised, (ii) grant authorized users who receive Digital subscription access to audio-visual content the right to access such content via streaming, and any other means of digital distribution now known or hereafter devised, for online viewing on any device supported by the Service, and (iii) deliver audio-visual content on the Service via any means now known or hereafter devised (including, without limitation, cable, wire, fiber, satellite, wireless and/or cellular).

  1. LICENSE FEE PAYMENT

Subject to the limitations set forth in this Section, Lingopie will pay you the applicable license fees set forth below ("License Fees") for each customer who watches your content.

Lingopie will calculate, report and pay the License Fees in arrears within thirty (30) days after the completion of the applicable calendar month. You will receive payment from Lingopie via electronic funds transfer unless electronic funds transfer is not available for the address provided for your account, in which case you will receive payment by wire transfer. You will also be responsible for any fees imposed by your bank or any intermediary bank.  

  1. LINGOPIE SUBSCRIPTION LICENSE FEE SCHEDULE

LINGOPIE will pay you according to the below rate card on a per episode basis for seasons, based on aggregate Hours Viewed by customers:

Tier

Hours Viewed

Rate

1

0 - 500

$0.10/Hour Viewed

2

500 - 2,000

$0.12/Hour Viewed

3

2,000 and more

$0.10/Hour Viewed

"Hours Viewed" means the number of hours of a piece of Content is viewed by a viewer that is authorized by Lingopie via Subscription on the Service; provided that Hours Viewed will not include (and Lingopie will not be obligated to pay for) (i) more than three streams of the same Content by the same account in a given month or (ii) streams that Lingopie determines, in its sole discretion, are not actual customer views (e.g., imitating legitimate views or click fraud) or are otherwise not authorized to access the Service.

  1. TAXES

As between the Parties, Lingopie will be solely responsible for collecting and paying to the appropriate taxing authorities any national, state or local sales or use taxes, value added taxes ("VAT") or similar taxes (collectively "Transaction Taxes") applicable to purchases by customers. Lingopie will not be required to pay any taxes imposed on or measured by your net income, net profits, income, profits, revenues, gross receipts, franchise, doing business, capital, intangible, value added (other than value added tax in the nature of sales or use or similar taxes), net worth, all real property and ad valorem taxes imposed by any governmental authority on the fees payable to you under this Agreement, or similar taxes or taxes in lieu thereof, whether collected by withholding or otherwise.

All payments payable by Lingopie to you under this Agreement are inclusive of all Transaction Taxes that apply to the license of the Content by you to Lingopie, unless Lingopie advises you otherwise. If and to the extent any payments hereunder are subject to and include any applicable Transaction Taxes, you will supply Lingopie with an original, valid tax invoice, to the extent available under the applicable law, separately stating these Transaction Taxes, to enable Lingopie to claim credit for these taxes as applicable. Lingopie may provide you with an exemption certificate or equivalent information acceptable to the relevant taxing authority, in which case, you will not charge or collect the Taxes covered by such certificate. If taxes are required to be deducted or withheld on any payments to be made to you under applicable law, then Lingopie will (i) deduct such taxes from the amount owed to you and pay them to the appropriate taxing authority as required by applicable law and (ii) secure and deliver to you a receipt or other legally required documentation for any taxes withheld as required under applicable laws.

Payment to you as reduced by such deductions or withholdings will constitute full payment and settlement to you of amounts payable under this Agreement. Except as specified in this Section, each Party will be responsible for its own taxes as levied by the applicable taxing authorities; provided, any charges toward the stamp duty payable under the applicable laws shall be borne by you. Throughout the term of this Agreement, you will provide Lingopie with any forms, documents or other certifications as may be required by Lingopie to satisfy any information reporting or withholding tax obligations with respect to any payments under this Agreement.

  1. DELIVERY OF CONTENT

For each piece of Content, Content Provider, at its sole cost, will deliver to LIngopie the Delivery Materials in accordance with such technical specifications as provided by Lingopie to Content Provider (including, without limitation, the requirement that the piece of Content not contain any advertisements, bugs, visible on-screen logos, or tracking tags).

Content Provider authorizes Lingopie to re-purpose and otherwise use in accordance with this Agreement (i) any Delivery Materials previously delivered to Lingopie by Content Provider or a third party, for purposes of exercising express and incidental rights granted hereunder with respect to the pieces of Content and (ii) any Delivery Materials delivered by Content Provider under this Agreement, for purposes of Lingopie exercising any rights granted to Lingopie in respect of any Content under a subsequent agreement, solely to the extent authorized under any such subsequent agreement.  

With respect to each piece of Content, the "Delivery Materials" means (i) a copy of the piece of Content at the highest resolution available to you, (ii) all Promotional Materials (including, but not limited to, all images, trailers, logos and artwork associated with the Content), (iii) captions and audio language files for the Content in accordance with Lingopie’s technical specifications and (iv) all metadata associated with the piece of Content.

  1. REPRESENTATIONS AND WARRANTIES

You hereby represent and warrant that (i) you have the sole, full and unencumbered right to grant to Lingopie, and have obtained all necessary clearances and releases to grant to Lingopie, all of the rights set forth herein, (ii) any information and documentation you provide to us will be current, complete, and accurate and (iii) the Delivery Materials and Promotional Materials will not contain any subject matter or materials that are defamatory, libelous, obscene, or otherwise illegal under the applicable laws of the Territory.

  1. CLOSED CAPTIONS; SUBTITLES

You will deliver closed captions for all Content accordance with Lingopie technical specifications as requested. Your Content may not be published until Lingopie has received closed captions from you. You will deliver native language caption & English language subtitle of the content.

Lingopie may create, insert and distribute closed captions and subtitles for Content in any language and may use or distribute any such closed caption, dubbed language track, or subtitle file it creates. In connection with such creation, Lingopie will use its reasonable commercial efforts to ensure that such closed caption and subtitled versions reflect the original version of the Licensed Content.

  1. CONTENT REQUIREMENTS

You must ensure that all of your Content are in compliance with our policies for content at the time you submit them to us. If you discover that Content you have submitted does not comply, you must immediately withdraw the content and otherwise submit corrected information to us. We can determine what content we accept and distribute on the Service in our sole discretion.

If we request that you provide additional information relating to your Content, such as information confirming that you have all rights required to permit our distribution of the Content, you will promptly provide the information requested, recognizing that your content may not be made available for sale until proof of rights is received. You authorize us, directly or through third parties, to make any inquiries we consider appropriate to verify your rights to permit our distribution of the Content and the accuracy of the information or documentation you provide to us with respect to those rights.

We may remove or modify the Content, the metadata, cover art and product description you provide for your pieces of Content for any reason, including if we determine that it does not comply with Lingopie content policy guidelines. We will promptly notify you of any such removal of a Content.

  1. CONTENT WITHDRAWAL

You may withdraw your Content from availability on the Service at any time on thirty (30) business days advance notice by requesting Content withdrawal. Lingopie, can grant special dispensation to remove the content in the case you receive written notice of a third-party claim relating to a Content, which reasonably could result in legal liability for you.

  1. OWNERSHIP; FEEDBACK

Subject to the rights you grant to us under this Agreement, as between us and you, you retain all ownership rights in and to the copyrights and all other rights and interest in and to your Content. We retain all ownership rights in and to the copyrights and all other rights and interests in and to the Program, all Lingopie, its Affiliates, and any materials we use or provide to you for use relating to your Content (such as a generic cover image used for your Content if you do not provide one). We are solely responsible for, and will have full discretion with respect to the terms, features, and operation of the Program and the Program Site and related marketing, but our use of the Content will be subject to the terms of this Agreement. If you elect to provide suggestions, ideas, or other feedback to Lingopie or any of its Affiliates in connection with the, the Program, the Program Site or anything on the Program Site ("Feedback"), Lingopie will be free to use and exploit the same in any manner without restriction and without any need to compensate you. This Agreement does not grant you any license or other rights to any intellectual property or technology owned or operated by us or any of our Affiliates, including, without limitation, any trademarks or trade names. Nothing in this Agreement restricts any rights we may have under applicable law or a separate agreement. 

16.  Termination of Agreement. If either party is in breach of this Agreement and fails to cure such breach within 30 days following written notice from the other party, the non-breaching party may terminate this Agreement upon 5 business days’ written notice to the breaching party. Following any termination or expiration of this Agreement, any provision which, by its nature or express terms should survive will survive such termination or expiration, including, but not limited to, Sections 16 through 20.

 

17.  Indemnification. You agree to indemnify and hold Company (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Site, (b) your violation of these Terms, (c) your violation of applicable laws or regulations or (d) your User Content. Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Company. Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

 

18.  Limitation of Liability. LINGOPIE WILL NOT BE LIABLE TO THE CONTENT PROVIDER FOR ANY LOST PROFITS OR FOR ANY OTHER CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, EVEN IF LINGOPIE HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. LINGOPIE WILL NOT BE LIABLE TO CONTENT PROVIDER FOR DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR OTHER THEORY) OR OTHERWISE, FOR AN AGGREGATE AMOUNT IN EXCESS OF THE AMOUNT OF FEES DUE AND PAYABLE BY LINGOPIE UNDER THIS AGREEMENT FOR THE TWELVE-MONTH PERIOD PRECEDING THE CLAIM. NOTWITHSTANDING THE FOREGOING, THIS SECTION WILL NOT BE DEEMED TO WAIVE ANY OF CONTENT PROVIDER'S RIGHTS AT LAW OR IN EQUITY TO ENFORCE THIS AGREEMENT WITH RESPECT TO UNDISPUTED LICENSE FEE PAYMENTS DUE TO CONTENT PROVIDER BY LINGOPIE HEREUNDER. THE SERVICE IS MADE AVAILABLE ON AN AS IS BASIS AND LINGOPIE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SERVICE, INCLUDING WITHOUT LIMITATION, (I) THAT THE SERVICE WILL ALWAYS BE AVAILABLE, ACCESSIBLE, OR OPERATE WITHOUT ERROR OR (II) AS TO THE VOLUME OF SALES OR LICENSE FEES THAT WILL BE GENERATED BY CONTENT ON THE SERVICE. TO THE EXTENT REQUIRED BY LAW IN THE RELEVANT JURISDICTION OF THE PARTIES, THE PARTIES DO NOT EXCLUDE OR LIMIT LIABILITY FOR DEATH OR PERSONAL INJURY, FRAUDULENT MISREPRESENTATION OR ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED BY SUCH APPLICABLE LAW.

 

19.  Confidentiality. You will not, without our express, prior written permission: (a) issue any press release, media pitch or make any other public disclosures regarding this Agreement or its terms; (b) disclose Lingopie Confidential Information to any third party or to any employee other than an employee who needs to know the information; or (c) use Lingopie Confidential Information for any purpose other than the performance of this Agreement.

 

To be effective, except where specified otherwise in this Agreement, any notice hereunder by either party must be in writing and delivered (i) if by Lingopie, via email using the email address provided in your Program account, posting on the Program Site or message through your Program account or (ii) if by you, via email to info@lingopie.com. Notices will be effective and deemed received on the date transmitted or posted. This Agreement constitutes the complete and final agreement of the parties pertaining to the subject matter of this Agreement and supersede the parties’ prior agreements, understandings, and discussions related to the subject matter of this Agreement. If any term of this Agreement is held to be invalid, void or unenforceable, then the remaining terms of this Agreement will be unaffected and will be valid and enforceable to the fullest extent permitted by law. Nothing in this Agreement will restrict Lingopie from exercising any right it has pursuant to another applicable permission or would have at law in the absence of this Agreement.