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Nothing Else On .TV

Premium Terms

This is a license agreement (the “Agreement”) between the copyright owner (the “Licensor”) and Degu Media Group trading as Nothing Else On .TV  (“the channel”). Licensor and the channel (the “Parties”) agree to the terms as follows:

 

1. Subject of Agreement

Licensor provides to the channel the film, programme or content(s) (the “Program”) to use according to the terms set out under this Agreement.

 

2. Licensed Rights

Licensor hereby grants to the channel and the channel hereby accepts from Licensor the Licensed Rights included in Table 1 to the Program subject to all the terms and conditions hereinafter set forth. The Licensed Rights in Table 1 shall have the meaning described in the “Definition of Licensed Rights” attached hereto as Appendix. All rights not granted to the channel hereunder with respect to the Program are reserved to Licensor. All rights include the right to copy, store, archive and distribute the Program according to the Licensed Rights selected in Table 1.

 

Table 1. License Terms:

 

 

VOD - VIDEO ON DEMAND

 

DISTRIBUTION

TERRITORY

DURATION

SHARE

Pay per View (sofy.tv)

Worldwide or certain territories that are selected on sofy.tv

Exclusive or non-exclusive for a selected effective date on sofy.tv

%70 Licensor

%30 Largo

Subscription Exclusive (sofy.tv)

Worldwide or certain territories that are selected on sofy.tv

Effective date that is selected on sofy.tv

%50 Licensor

%50 Largo

Subscription Non-exclusive (sofy.tv)

Worldwide or certain territories that are selected on sofy.tv

Effective date that is selected on sofy.tv

%40 Licensor

%60 Largo

 

 

 

 

3. Restricted Promotion

Subject to any contractual restrictions the Licensor has entered into with individuals appearing in the Film in connection with their name and likeness use in promotional and/or marketing material, Largo shall be granted the right to use excerpts and clips of the Film of a maximum duration not longer than the 10% of the total film duration (from the original as well as from all dubbed, subtitled and voiced-over versions) and all relevant Delivery Materials (promotional trailer, still images and other available promotional material) in all media now known or hereafter devised, including print and online media, worldwide for the following purposes: Film-related and Largo advertising purposes, including on air and off air promotion as well as the right to promote the Film and its exploitation using the name, image, likeness, voice, photography and biography of the author, director and/ or of the actors according to common practice (e.g. in television, in cinemas, on videos, in online services or in printed form).

 

 

4. Restricted Adaptation and Alteration

Largo is entitled to make intermissions, alterations, deletions, cuts or other modifications in and to the Film ONLY to adapt the Film to suit available time slots, to enable advertising breaks and online inventory (e.g. pre-rolls, post-rolls, in-program advertising), for the protection of minors or to create trailers. Alterations to the title of the Film require written approval from the Licensor. Other than for said reasons the Film shall be distributed unaltered.

 

5. Language / Dubbing and Subtitling

Largo is entitled to dub (subject to any contractual dubbing provisions Licensor has previously entered into) and/or subtitle and/or voice-over the Film in any language (even the original). Largo has the right to exploit the Film in the delivered language version as well as in the dubbed, subtitled or voiced-over version.

 

6. Material:

 

Film Delivery: The Licensor upload film material to sofy.tv following the instructions on the platform.

 

 

Film: The film file should not contain hard-coded subtitles. Licensor should upload the Film to Largo in the best available quality if requested.

 

Delivery material: Licensor should add following materials to sofy.tv  for commercial publication and distribution in all media worldwide as well as for Film-related promotion and Sofy.tv advertising:

 - 1 promotional trailer

 - Film poster, still images for cover photos

 - Film synopsis, credits, and awards information

- Subtitles in English (except for mute films)

 - Subtitles in any language already available

 

If Licensor fails to deliver the Delivery Material in accordance with this Agreement by the Delivery Date and subject to the review periods referenced below, Largo shall have the right to either: (a) withdraw from this Agreement with immediate effect and remove the film from the platform.

 

 

7. License Fee

For the grant of rights, Licensor shall receive as License Fee from Largo the shares indicated in Table I. The shares are calculated over “Net Revenue” that is obtained by Largo from direct sales in each category.

 

For individual view VOD sales, a Film’s Net Revenue for a given calendar month is calculated by multiplying said the number of views of the specific film by the fee per view. Then the Licensor’s share indicated in Table I is calculated over the Film’s Net Revenue. Individual view fees for audience are determined by Largo. It might differ according to territory change during the term.

 

For subscription-based VOD sales, a Film’s Net Revenue for a given calendar month is calculated by multiplying said month’s Per View Net Revenue with the number of views of the specific film. The Per View Net Revenue is calculated by dividing the calendar month’s Net Revenue due to subscriptions by the total number of views on the platform that month. Then the Licensor’s share indicated in Table I is calculated over the Film’s Net Revenue. Subscription fees for audience are determined by Largo.  It might differ according to territory change during the term.

 

Net Revenues accrued for all exhibitions up to the end of Term must be reported by Largo every month, at the end of month on the sofy.tv. The payments are done on 15th day of each month for the past month, if the balance is more than $100. If not, the amount is transferred to the balance of the next month.

 

 

8. Representations & Warranties, Indemnification

Licensor represents and warrants that:

 (i) it has the full right, power and authority to enter into and fully perform this Agreement,

(ii) it is the sole owner of all rights granted under this Agreement including copyrights and neighboring rights and any such rights originally vesting in third parties and that it is authorized to dispose over such rights to the benefit of the Largo,

(iii) any music within the Film does not infringe or violate the trademark, trade name, copyright, right of privacy or publicity, property rights or any other right of any third party,

(iv) all necessary rights, permissions, consents and moral rights waivers have been duly obtained by contracting any material rights holder, participant, performer, presenter, contributor or other person involved in the production of the Film or providing rights, services or facilities in connection with it,

(v) the Film will not contain material that is unlawful or will promote illegal or unlawful activities (including illegal product placement).

(vi) it will notify promptly Largo of any inability to warrant the points (i), (ii), (iii), (iv), (v) of paragraph 9, as shall come to the attention of the Licensor.

 

Licensor shall indemnify and hold Largo harmless against all actions, claims, costs (including reasonable legal costs and settlement costs and other payments), proceedings, direct and indirect damages, expenses, or fines arising out of any breach or non-performance by Licensor, in particular of any warranty given by it or obligation undertaken by it in this Agreement. These representations and warranties shall remain in full force and effect so long as and shall be deemed to be repeated by Licensor on each day Licensor shall have any obligation to Largo hereunder. Any action of any of the Parties to this Agreement with regard to the defense of rights of the Film will be undertaken in close cooperation with the other party.

 

Largo does hereby and shall at all times indemnify, defend and hold harmless Licensor, its subsidiary and affiliated companies, its officers, directors and employees and each of them, of and from any and all claims, liabilities, demands, and causes of action or any thereof arising out of or relating to any breach by Largo of any representations, warranties, agreements, covenants, or undertakings under this Agreement.

 

9. Termination & Renewal

Either party is entitled to terminate this Agreement extraordinarily at any time with immediate effect:

 - if the other party is in material default of this Agreement and fails to cure such default within twenty (20) working days of receiving written notice thereof,

 - in the event that the other party suspends payment to its creditors or generally is unable or admits inability to pay its debts as and when they fall due, suspends making payments on any of its debts, or suffers the making of an administration order or has a receiver (including an administrative receiver) liquidator, manager or any similar officer appointed of the whole or any part of its assets or if any order is made or a resolution passed for its winding up (except for the purpose of amalgamation or reconstruction) or if it enters into any composition or arrangement with its creditors or calls a meeting of its creditors with intent to enter into such an arrangement or composition.

 

Largo is entitled to terminate this Agreement extraordinarily at any time with immediate effect, if Largo:

 - is unable to perform any sales of the selected film in the territory within the fırst six months of the term,

 - ceases to carry on business or part of the business,

 - changes its business or program strategy.

 

Largo is entitled to transfer the contract to another company in case Largo is merged with or sold to said company. In such case, the Licensor is given a written notice by Largo.

 

 

10. Confidentiality

The Parties shall hold the terms of this Agreement and all information in connection therewith strictly confidential and shall not disclose such information to any person, firm or company (other than to its auditors and other professional advisors) or to the media and will not use such confidential information other than for the purposes of this Agreement subject always to any prior specific authorisation in writing by the disclosing Party to such disclosure or use. These confidentiality obligations shall endure beyond the term of this Agreement without limit in time.

 

 

11. Special Provisions

Licensor guarantees to not allow in any way the free online distribution during the term within the licensed territory.

 

 

13. Final Provisions

The Appendix forms an integral part of the Agreement and applies to the Parties, unless they are amended by provisions in this Agreement. This Agreement is the complete and final agreement and understanding between the Parties with respect to the subject matter hereof and may not be changed or modified except by an agreement in writing. Should any provision of this Agreement be void, the remaining provisions shall be unaffected thereby.

 

Nothing in this Agreement shall be deemed to constitute an agency or a partnership or joint venture between the Parties and neither party shall do or permit any act to be done whereby it may be represented as being the agent or partner of the other.

 

This Agreement shall be governed by the federal law of Switzerland and the Parties submit to the exclusive jurisdiction of the courts of Switzerland with respect to any dispute arising under it.

 

 

 

Appendix: Definition of Licensed Rights

 

Appendix: Definition of Licensed Rights

 

The rights granted by Licensor according to the Film License Agreement include in particular the following rights whereby it is understood that the following enumeration of rights is not exhaustive and that it shall include exploitation rights not specifically designated or yet unknown types of use.

 

 I. Video on Demand

 means the right to make the Film available to the public time shifted (non-linear) where the start of the Film is designated by the viewer, with or without intermediate storage, by digital or analogue means of wire, cable (broadband, DSL/ VDSL, cable retransmission, etc), terrestrially or satellite, the Internet or any other data network (TCP/ IP protocol etc.), or mobile technology services over DVB-H, UMTS, GSM, GPRS, HSCSD, WAP, EDGE, CDMA, HSDPA and any similar, related or derivative technology via the following distribution methods:

 

 1.1. Free VoD

a) streaming the Film without the technical option to copy, store or download the Film,

b) without a charge to the viewer other than Basic Charges.

 

 1.2. Ad VoD / Advertising supported VoD

a) streaming the Film without the technical option to copy, store or download the Film,

b) without a charge to the viewer other than Basic Charges but including advertising of any kind (e.g. pre-rolls, post-rolls, in program advertising, etc.)

 

 1.3. Pay VoD

 1.3.1. Subscription VoD/ Pay per Channel

a) streaming the Film without the technical option to copy, store or download the Film,

b) upon a periodic subscription charge to the viewer for the access to the content.

 

1.3.2. Transactional VoD/ Pay per View

a) streaming the Film without the technical option to copy, store or download the Film,

b) upon a per exhibition basis charged to the viewer for the access to the content.

 

II. Right Of Promotion

means the right to use excerpts and clips of the Film (from the original as well as from all dubbed, subtitled and voice-over versions) and all relevant delivery materials in all media now known or hereafter devised, including print and online media, worldwide for a maximum duration not longer than the 10% of the total film duration for the following purposes:

2.1. Unrestricted: for any promotional purpose (e.g. promotion of the Film).

2.2. Restricted: for Film-related and Largo advertising purposes.

The Promotion Right includes on air and off air promotion, as well as the right to promote the Film and its exploitation using the name, image, likeness, voice, photography and biography of the author, of the director or of the actors according to common practice (e.g. in television, in cinemas, on videos, in online services or in printed form).

 

III. Right Of Adaptation and Alteration

3.1. Unrestricted Adaptation and Alteration Right

means the right to make intermissions, alterations, deletions, cuts or other modifications in and to the Film as well as the right to combine or link the Film with other productions, material (e.g. surveys, voting, competitions) and with advertisement in any kind and any form (e.g. Split-Screen), to insert commercials, logos and banners in the Production and to alter the title or to change the music or compositions. Largo shall in particular be allowed to adapt the Film to suit available time slots, to interrupt the Film for advertising breaks or to edit the Film for the protection of minors.

 

3.2. Restricted Adaptation and Alteration Right

means the right to make intermissions, alterations, deletions, cuts or other modifications in and to the Film ONLY to adapt the Film to suit available time slots, to enable advertising breaks and online inventory (e.g. pre-rolls, post-rolls, in-program advertising), for the protection of minors or to create trailers. This also includes the right to alter the title of the Film. Other than for said reasons the Film shall be distributed unaltered.

 

IV. Language / Right of Dubbing and Subtitling

means the right to dub and/or subtitle and/or voice-over the Film in any language (even the original) or to produce subtitled and voice-over versions and the right to exploit the Film in the delivered language version (Original Version) as well as in the dubbed, voice-over or subtitled version.

 

V. Distribution, Copying, Storage and Archiving

means the right to copy, manufacture, duplicate, reproduce, replicate, distribute, store, record and archive the Film and parts of it in any number - on the original or any other medium, system, device or appliance - to archive them, to store them in databases and make them available to the public in any material or immaterial form.

 

 

Largo Films LTD

Chemin de la Joliette 4

1006 Lausanne

+41 78 9087502

www.largofilms.ch

CONTRACT

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