Canada – Content License Agreement

iThentic Content License Agreement – Acquisitions

Terms and Conditions

By submitting your audio/visual content, sometimes referred to as a mobisode, (the “Content”) to iThentic Canada Inc. (“iThentic”), you, the content provider (the “Provider”), acknowledge that you have reviewed and agreed to this Content License Agreement:  For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged:



Rights Granted. Provider grants iThentic, its successors, subsidiaries, parent and related companies, licencees, assignees, and third parties acting on iThentic’s behalf:

1) The non-exclusive right to offer Provider’s submitted Content (as defined in Exhibit A) for download and streaming (as such terms are understood in the Canadian Internet industry during the Term hereof) by all current and future forms of electronic delivery, in all formats, including home video. The forgoing includes, but is not limited to the right to publicly and privately use, perform, post, distribute, display, edit, copy, publish, translate, promote, and license the Content for free or for a fee, reproduce, license, and distribute, broadcast, promote and exhibit the Content on mobile devices, websites and other forms of online and wireless access, including IPTV, and through any future means or methods of downloading and/or streaming now known or hereinafter devised.

2) The non-exclusive right to use, exhibit, license, distribute and exploit the Content, in whole or in part, alone or in combination with other content or material, in any and all digital media now known or in the future devised for any purpose whatsoever including but not limited to television and home video/DVD, and the right to edit or format the Content for such use.

3) The right to use the Content, portions of the Content and/or individual audio or visual elements of your Content at our sole discretion in the promotion of the Content or iThentic for the duration of the agreement without any payment to you.

4) The right to format your Content for size, sound, and/or file format to be suitable for playback on different devices. 
Without limitation, the forgoing includes the right of iThentic to grant license to end users to reproduce and store the Content on fixed media and/or mass storage devices and to perform, display and exhibit such Content.

Territory. The rights granted hereunder shall be worldwide.

Term. The rights granted hereunder shall commence on the date of Provider’s acceptance of this Agreement and expire on the latter of one (1) year from the successful delivery of the Content to iThentic in iThentic’s sole discretion or one (1) year from the launch of iThentic as represented by the offering of any Content for sale by iThentic to third parties. At the end of this initial one-year period, this Agreement will automatically continue until either iThentic or the Provider cancels it, in writing, on thirty (30) days notice. Notwithstanding the foregoing, Provider acknowledges and agrees that iThentic shall have the right to continue to distribute and exploit any products existing at the date of termination which contain the Content in whole or in part, and that certain third party mobile content providers may, if already licensed, continue to offer the Content for a period of time upon expiry of the Term, provided that iThentic continues to remit to you your share of revenues in accordance with the terms hereof.

Services provided by iThentic. After Provider uploads Content through iThentic.com or other digital means or sends a submission in a physical form to iThentic, iThentic screens your submission along with others and picks the best content to be viewed on, offered by, or sold through iThentic.com and/or our mobile service, which may be distributed to third party wireless carriers, as well any other platforms and media that we support. iThentic has sole discretion to select which submissions to offer or not to offer. Through iThentic, selected Content may be organized into genres, individually branded channels, or categorized by some other metric; as well as made searchable by user provided tags. iThentic may market iThentic, its products and services, and in some instances your Content, to promote usage and carriage of iThentic on all platforms and media. iThentic reserves the right in its sole discretion to reuse or reject any Content submitted including but not limited to the right to post, not post, or remove any Content or features with or without notice for any or no reason. Additionally, in no event will iThentic be obligated to return any submitted Content to the Provider.

Compensation.

a)         iThentic shall pay Producer 50% of all Net Revenue.  For the purposes of this Agreement, “Net Revenue” means all gross revenue received by iThentic for the Licensed Content including advertising served within a video player that displays the Licensed Content (including overlays and pre-roll and post-roll advertising) as well as fees derived from sponsorship or syndication of the Licensed Content, less any direct sales commissions or direct distribution expenses (which shall be capped at 20% of the gross revenue).

b)         iThentic will pay Producer in CANADIAN Dollars its share of Advertising Revenue within sixty (60) days from the end of each calendar quarter which the Advertising Revenue was collected by iThentic. If the Advertising Revenue for any calendar quarter is less than $20, then no payment will be due and the amount will roll over until the next quarter and/or the total accumulated Advertising Revenue due to Producer is greater than $20.

Delivery. Video files under 200MB are to be uploaded directly to iThentic.com.  Files larger than 200MB or web series need to be sent via FTP or Mail.  Supported file formats include Windows Media (.wmv), Audio Video Interleave (.avi), QuickTime (.mov), MPEG 1/2/4 (.mpg, .mpeg), 3rd Generation Partnership Project (.3GPP), DVD, and Digital Video.

• While iThentic may make reasonable efforts to protect and manage the digital rights of Content on iThentic, we do not guarantee that illegal pirating, copying, or use can be avoided in all instances. Provider understands the risk of making available any digital content and will not hold liable iThentic for any such unauthorized use by a third party.

Right to reject or remove Content. In the event that your Content is deemed, in iThentic’s sole discretion, to be offensive, defamatory, malicious, or otherwise an infringement upon the rights of, or insulting to, third parties, iThentic shall have the right to remove such Content from the website and withdraw it from distribution.

Representations and Warranties. By submitting Content to iThentic, Provider warrants and represents that Provider has irrevocable permission to use and transfer all elements of the Content, including but not limited to ideas, music, video, literary material, images, photographs, likenesses, locations, software or any other material or work performed in the creation of the Content, tangible or intangible, on a non exclusive, perpetual, and royalty free basis, including all elements collectively as a single work. Provider has complied with all copyright, intellectual property laws, and other Canadian and international law, and will not upload Content that violates intellectual property rights, infringes the privacy of others, or contains illegal material. Provider represents and warrants that Provider has all rights necessary to publish and distribute any Content that Provider submits to iThentic and has obtained waivers of moral rights from all applicable rightsholders. Provider indemnifies iThentic, its successors, licensees, assigns, attorneys, employees and partners from any and all claims, demands or liability arising from the Content and/or Provider’s breach of any representation, warranty, term or condition of this Agreement. Provider expressly acknowledges and agrees that Provider is solely responsible for any materials Provider uploads to iThentic.com. iThentic and Provider each warrant that they each have the right to enter into this Agreement unencumbered and to carry out its terms. Provider represents and warrants that Provider is over the age of 18, and, if Provider lives in a state/province where the age of majority is older than 18, Provider represents and warrants that Provider is over the age of majority, and as such is able to agree to the terms and conditions set out herein. This Agreement does not and is not intended to create any confidential or fiduciary duties between iThentic and Provider. Provider indemnifies and holds iThentic harmless from and represents and warrants that Provider is solely responsible for any claims, liabilities, damages, or harm arising from violations of any third party’s personal rights (including but not limited to, privacy, defamation, false light) or property right (including but not limited to intellectual property, copyright, or trademark) as a result of iThentic’s use, exhibition, display, broadcast, distribution, or use of the Content by iThentic.

YOU, THE CONTENT PROVIDER, MUST OWN, OR HAVE WRITTEN PERMISSION TO USE ON ALL DIGITAL FORMATS AND IN ALL MEDIA, ANY AND ALL CONTENT THAT YOU SUBMIT, AS INDIVIDUAL COMPONENTS AND IN THE CONTEXT OF YOUR SUBMISSION. YOU MUST ALSO ACCEPT ITHENTIC’S FULL TERMS AND CONDITIONS OF USE AND FOLLOW THE SUBMISSION GUIDELINES AS PRESENTED ON http://www.ithentic.com

Other. This Agreement is intended by the parties hereto as a complete and final expression of their Agreement and understanding with respect to the subject matter hereof. This Agreement may be assigned by iThentic without Provider’s consent. The parties agree that this Agreement will be construed in all respects in accordance with the laws of the province of Ontario and federal laws of Canada applicable to Agreement entered into and to be wholly performed therein, and the parties hereto agree to submit to the exclusive jurisdiction of the provincial courts of the province of Ontario.