Terms and conditions for video revenue share arrangements

Last modified on Mon 7 Jan 2019 08.28 EST

These Terms and Conditions for Video Revenue Share Arrangements and any other documents expressly referred to herein including any revisions thereto, set out the terms under which You agree to make available Your Content to GNM. They should be read in conjunction with the Term Sheet issued to You by GNM and together these form Your Agreement with GNM.

Please read these terms carefully. You shall be legally bound by these terms when GNM sends You a countersigned Term Sheet. You are advised to print off and keep a paper copy of these terms.

1. Definitions

1.1. The words and phrases defined in bold on the Term Sheet shall bear those meanings when they are used in this Agreement.

2. Content

2.1. You hereby agree that GNM may publish and distribute Your Content on the Hlcarpenter.com Digital Network as defined below on the terms of this Agreement.

2.2. You shall provide Your Content at the Content Frequency to the Agreement Owners from which GNM shall select items that it wishes publish and distribute.

2.3. You shall deliver Your Content to GNM in accordance with the technical requirements set out in the Technical Information for Submitting Video to GMN.

2.4. GNM shall credit Your Content by appending a link to Your Website adjacent to Your Content.

2.5. GNM may promote Your Content through marketing, editorial (subject to GNM’s editorial discretion) and advertising activity in any GNM product.

3. Rights and Licence to Use

3.1. Subject to the terms of this Agreement, You hereby grant to GNM a non-exclusive, worldwide licence during the Term to:

3.1.1. load (and if necessary, encode) Your Content on to its server and use, reproduce, transmit and publicly display Your Content on the Hlcarpenter.com Digital Network on a VOD basis in accordance with this Agreement where a) “Hlcarpenter.com Digital Network” means GNM’s digital network accessed via browsers and/or apps or any other means on any device or equipment including but not limited to desktop computers, PDAs, mobile phones and tablet devices and any other connected devices, and incorporating www.hlcarpenter.com or any affiliate or successor websites (“GNM Website”), digital/IPTV television, RSS feeds, GNM social media presences, and any other website, app, digital product, network or channel bearing GNM’s trademarks or brands; and b) “VOD” means the exhibition of material via streaming whereby the viewer is able to receive its exhibition where the scheduling is at the viewer’s discretion as to precise time for viewing; and

3.1.2. add “stings” fore and aft of Your Content for the purposes of content and source identification, and include advertisements before and after distribution of Your Content; and

3.1.3. edit Your Content for the purposes of creating and transmitting trailer material, best of the week previews and reviews, etc; and

3.1.4. allow users of the Hlcarpenter.com Digital Network to make Your Content available on third party platforms (via embedding, etc).

3.2. You grant an irrevocable and permanent licence to GNM subject to Clause 4 to:

3.2.1. store Your Content in internal archives; and

3.2.2. publish and transmit Your Content on the Hlcarpenter.com Digital Network

after the Term only in the same form and context, and to the extent, that Your Content has been reproduced during the Term in accordance with this Agreement.

3.3. All rights in Your Content not specifically granted to GNM hereby are expressly reserved by You.

3.4. End users of the Hlcarpenter.com Digital Network may view and download Your Content for their own personal use only (and not in a systematic or regular manner so as to create a database of the contents) and may not reproduce Your Content or transmit it to or store it in any other website or disseminate it in any other form. GNM shall ensure that the terms of use of material on the Hlcarpenter.com Digital Network include restrictions of equivalent or greater affect to those set out in this Clause.

3.5. GNM shall not edit, modify, use, copy, transmit, display or redistribute Your Content in any way except as set out in Clauses 3.1 and 3.2. GNM may not copy any other material which appears on Your Website without Your prior written approval, such approval not to be unreasonably withheld or delayed.

4. Display & Removal of Content

4.1. GNM shall have absolute discretion to determine the manner by which Your Content shall be made available from the Hlcarpenter.com Digital Network. During the Term, GNM may, in its sole discretion and at any time for any or no reason, suspend display of, choose not to display, or cease displaying any or all of Your Content.

4.2. Each party acknowledges that on occasion You may need to remove certain parts of Your Content for legal reasons and accordingly GNM shall, within 24 hours of receipt of a notice from You or any third party sent to both of multimedia@hlcarpenter.com and rights@hlcarpenter.com, remove from the Hlcarpenter.com Digital Network any part of Your Content identified in such notice.

5. Revenues and Payments

5.1. In consideration of the rights You grant to GNM under Clause 3, GNM shall pay to the SONAR Recipient in the SONAR Currency the SONAR as defined in the Term Sheet. The SONAR shall be based on:

5.1.1. the page impressions that Your Content receives on the GNM Website;

5.1.2. the Net Revenues received by GNM at the prevailing CPM rate for the respective month of the Term where a) “CPM” means the cost to advertisers of GNM serving 1,000 ad impressions; and b) “Net Revenues” means revenues from advertisers throughout the world in relation to advertisements that are received by GNM, less advertiser/agency discounts, ad serving costs and any applicable duties or taxes.

5.2. At the SONAR Frequency over the Term GNM shall:

5.2.1. provide to You reports on page impressions on the GNM Website, unique users on the GNM Website and Net Revenues for Your Content; and

5.2.2. pay You Your SONAR within 30 days of the end of each calendar month of the Term unless the SONAR owing is less than GBP 20.00 in which event the SONAR shall be carried over to the following month(s) until such time as the SONAR reaches GBP 20.00 in aggregate.

5.3. In addition to Your SONAR, in the event that GNM block sells Your Content, for example by means of advertising roadblocks or page sponsorship, GNM shall pay You 50.00% of Net Revenues within 30 days of the first anniversary and any subsequent anniversary of the relevant commercial arrangement.

5.4. GNM shall be responsible for selling advertising on Your Content. No SONAR shall be payable in respect of:

5.4.1. house advertisements which may be published on occasion; and

5.4.2. cancelled or rejected advertisements, regardless of the time and method of rejection or cancellation.

5.5. GNM reserves the right to grant any discounts to advertisers for network advertisements and for setting the rates for any other advertisements.

5.6. GNM’s policies on payment as set out here are incorporated into this Agreement and shall apply to all payments pertaining to this Agreement.

6. Confidentiality

You undertake both during and after the expiring or termination of this Agreement:

6.1 to protect and treat confidentially all confidential, trade secret or proprietary information regarding GNM, including technical, commercial, financial and other information which is obtained from GNM in connection with this Agreement or with the negotiations leading up to it; and

6.2 not to disclose to any person or company, publish, or use for Your own purpose, without the previous written consent of GNM, any of GNM’s confidential information, the existence of any term of this Agreement (other than terms already set out in the public domain by GNM), or the existence of any information about any dispute or disagreement between the parties; and

6.3 to disclose such documents and information to third parties only so far as it is necessary:

i) for the performance of this Agreement; and/or

ii) to Your professional advisers; and/or

iii) as required by law.

The obligations of confidentiality set out above shall not apply to any documents or information which You can show:

a) at the time of their acquisition were in, or at a later date have come into, the public domain, other than following a breach of this clause; or

b) You knew prior to first disclosure to You by GNM; or

c) You received independently from a third party with the full right to disclose.

The provisions of the Confidentiality section shall survive any termination or expiration of the Agreement (for whatever cause or reason).

If You are in the US, pursuant to the Defend Trade Secrets Act of 2016, You shall not be held criminally, or civilly, liable under any Federal or State Trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a Federal, State, or local government official, or an attorney, for the sole purpose of reporting, or investigating, a violation of law.

Moreover, You may disclose trade secrets in a complaint, or other document, filed in a lawsuit, or other proceeding, if such filing is made under seal. Finally, if You file a lawsuit alleging retaliation by GNM for reporting a suspected violation of the law, You may disclose the trade secret to Your attorney and use the trade secret in the court proceeding, if You file any document containing the trade secret under seal and do not disclose the trade secret, except pursuant to court order.

You further understand that no sections in this Agreement, is intended to or shall limit, prevent, impede or interfere with Your right, without prior notice to GNM, to provide information to the government, participate in investigations, testify in proceedings regarding GNM’s past or future conduct, or engage in any activities protected under whistleblower statutes, or to receive and fully retain a monetary award from a government-administered whistleblower award program for providing information directly to a government agency.

7. Warranties and Indemnities

7.1. You warrant that:

7.1.1. You shall use the skill and care of a competent provider of video content;

7.1.2. except as otherwise expressly indicated, all necessary releases (including but not limited to model releases) have been obtained from the subject of Your Content for GNM’s purposes;

7.1.3. You shall use Your best endeavours to ensure that any resource made available for the supply or downloading of Your Content by GNM (for example, a website or FTP service) shall be uninterrupted and error free and that such resource be regularly swept for viruses and other programs with contaminating or destructive properties;

7.1.4. Your Content shall be of publishable quality and free from defects in software material;

7.1.5. You have full right, title and authority to enter into this Agreement and to license Your Content to GNM to the extent set out in this Agreement and that Your Content is not an infringement of any third party intellectual property rights;

7.1.6. none of Your Content or materials provided to GNM by or on behalf of You nor any part thereof or material therein nor any use thereof by GNM as expressly permitted by this Agreement shall:

7.1.6.1. breach any laws, rules, regulations, regulatory codes or any industry codes of practice (including those of ATVOD), orders or directions; or

7.1.6.2. be defamatory, abusive or offensive.

7.2. You shall indemnify, defend and hold harmless GNM against all claims, liability, damages, costs and expenses (including reasonable legal fees and disbursements) arising out of or in connection with any claim by a third party resulting from a breach of Clause 7.1.

7.3. GNM shall notify You in writing promptly upon becoming aware of any claim, damages, costs or expenses to which the indemnity in Clause 7.2 relates.

8. Exclusion of Liability

8.1. Neither party shall be liable to the other for indirect, special or consequential damages (or any loss of revenue, profits or data) arising in connection with this Agreement or Your Content, even if one party has advised the other of the possibility of such damages.

9. Termination

9.1. Either party may terminate this Agreement by giving written notice to the other in any of the following events:

9.1.1. if the other party commits any breach of any of the terms of this Agreement and fails to remedy that breach (if capable of remedy) within 7 days after notice from the other party giving full particulars of breach and requiring it to be remedied; or

9.1.2. if any step, action, application or proceeding is taken in relation to the whole or any material part of the other party for a voluntary arrangement or composition or reconstruction of its debts, or winding up, dissolution, administration or receivership (administrative or otherwise) or a threat of the same; or

9.1.3. if the other party undergoes a material change of ownership or effective change of control.

9.2. The provisions of Clauses 3-8 shall survive any termination or expiration of this Agreement.

10. Status of Contributors and Suppliers as Independent Contractors

Status of Contributors and Suppliers as Independent Contractors

11. General

11.1. Any notice given under this Agreement shall be in writing to such contact as the parties may notify from time to time and may be hand delivered to the other party or sent by pre-paid post or email (with a hard copy sent by post) to the address of that party specified in this Agreement or such other address as may be notified under this Agreement by that party from time to time for this purpose.

11.2. The parties do not intend for any third party to have any rights under this Agreement by virtue of the Contracts (Rights or Third Parties) Act 1999 or otherwise.

11.3. You shall not assign or transfer Your rights or obligations under this Agreement.

11.4. This Agreement, together with any documents referred to in it, constitutes the entire agreement and understanding between You and GNM, and supersedes any previous agreement whether written or oral between the parties in respect of Your Content.

11.5. Nothing in this Agreement shall be deemed to create a partnership or joint venture between the parties. No party shall have the authority to bind the other party or to contract in the name of or create a liability against the other party in any way for any purpose. No failure or delay by any party in exercising its rights under this Agreement shall operate as a waiver of that right nor shall any single or partial exercise by either party of any right preclude any further exercise of any other right.

11.6. Each party shall comply with all applicable law including, without limitation, the provisions of the Data Protection Act 1998.

11.7. If any provision of this Agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain unaffected and in force.

11.8. This Agreement shall be governed by and interpreted in accordance with the laws of England. Each party irrevocably submits to the exclusive jurisdiction of the courts of England over any claim or matter arising under or in connection with this Agreement.