Live Streaming/Theatrical License Agreement
Last Updated: August 5, 2020
By checking the box indicating that you agree to this Theatrical / Semi-Theatrical / Live Streaming License Agreement (“License Agreement”), you accept and are bound to this License Agreement. Unless otherwise defined in this License Agreement, capitalized terms used herein have the same meanings as in our Terms of Service. BingeWave grants users that enter into this License Agreement (a “Licensee”) the applicable license selected. Your right to be a Licensee is subject to the following terms and conditions:
YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO ENTER INTO THIS LICENSE AGREEMENT AND TO BE BOUND BY ITS TERMS. IF YOU ARE ACTING ON BEHALF OF A COMPANY OR ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH COMPANY OR ENTITY.
This AGREEMENT is made to grant BingeWave LLC (“LICENSEE”), a license for the limited, non-broadcast, public exhibition (“SCREENING”) of the films provided through partnership with the (“LICENSOR”). The screening may occur in partnered public facilities with proper video and audio equipment (“VENUES”) or online through LIVE SCREENING
Platform. All business transactions will be managed on the LICENSEE’s online secure SaaS application and mobile devices (the “PLATFORM”). Transactions include but are not limited to uploading and storing media, processing payments, delivery of media, and scheduling of SCREENINGs.
Organizer Account. The LICENSOR will be granted access to the PLATFORM with a login and password (the “ACCOUNT”). The ACCOUNT will give the LICENSOR the ability to upload and manage media, view payments and view data collected during the SCREENINGs. This agreement will only be attributed to SCREENINGs that are managed by the above ACCOUNT.
Surcharges: Fees that are added to the TICKET PRICE and charged toward the purchaser of the ticket (“SURCHARGES”). Surcharges are used to cover the costs that external organizations and affiliates impose on the LICENSEE. The SURCHARGES are added in addition to the TICKET PRICE. The LICENSOR has no claims on SURCHARGES.
Ticket Price. The LICENSOR shall set a ticket price (“TICKET PRICE”) on the PLATFORM. All prices include shipping and handling along with any applicable taxes and fees. The LICENSOR is guaranteed 100% of their set TICKET PRICE for the films managed within their ACCOUNT. The LICENSOR agrees they have no claim to additional surcharges added to the TICKET PRICE by the LICENSEE or LICENSEE’s affiliates.
Screening Dates. The dates the films will be made available for consumption on limited time slots (“SCREENING DATES”) in which the LICENSOR grants the LICENSEE the Rights To Distribute, described below. The SCREENING DATES will be designated by the LICENSOR or LICENSEE , LICENSEE’s affiliates.
Live Streaming. All films will be broadcasted not on demand but as a live stream (“LIVE SCREENING”) on SCREENING DATES.
Right To Distribute. SCREENINGs will be exhibited using either the TICKET PRICE as payment. The LICENSOR hereby grants to LICENSEE, without warranty, a limited, non-exclusive, non-transferable license to screen the film(s) on the SCREENING DATES only, subject to the terms and conditions specified herein, as follows:
● The LICENSEE hereby agrees that the film(s) shall be used only for the permitted purposes set forth in this AGREEMENT and for no other purpose.
● The LICENSOR will provide LICENSEE with films with no upfront cost prior to scheduling of confirmed SCREENINGs.
●. LICENSOR will be responsible for uploading to PLATFORM and all corresponding onboarding. The LICENSEE may upload films at the LICENSOR’s request.
● The LICENSOR agrees that the film(s) may be exhibited using the LIVE SCREENING functionality or in selected VENUES. Permission for exhibition dates must be made by using the PLATFORM.
● The LICENSEE agrees that the film(s) may not be exhibited before an audience to whom TICKET PRICE is NOT paid prior to viewing of the film(s), except in the condition where the LICENSOR schedules a free SCREENING in which tickets are sold but payment is not collected.
● The LICENSEE agrees that it shall not permit the film(s) to be duplicated, sold, loaned, transferred, televised or made available online or through any other medium to any other party not contained herein at any time or in any manner other than as provided for in this agreement.
Payment: Revenue collected for the TICKET PRICE or LICENSE PRICE will be collected using the PLATFORM’s payment system. The LICENSEE shall pay the LICENSOR within fifteen (15) business days after the LICENSEE theater run and scheduled SCREENINGs have ended. The LICENSEE is permitted to charge any additional pricing (“SURCHARGES”) to the TICKET PRICE for SCREENINGs. The LICENSOR has no claim on the SURCHARGES.
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) any music within the Program 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,
(iii) 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 Program or providing rights, services or facilities in connection with it,
(iv) the Program will not contain material that is unlawful or will promote illegal or unlawful activities (including illegal product placement.)
Licensor shall indemnify and hold Licensee 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, save for all required licenses for the performance rights in relation to the distribution of the Program by Licensee hereunder - to the extent that such licenses can be required by collecting societies in the Territory - which shall be obtained and paid for by Licensee. 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 Licensee hereunder. Any action of any of the parties to this Agreement with regard to the defense of rights of the Program will be undertaken in close cooperation with the other party.
Licensee 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 Licensee of any representations, warranties, agreements, covenants, or undertakings under this Agreement. Upon notice from Licensor of any claim, demand or action being advanced or commenced, Licensee agrees to adjust settle or defend that claim at the sole cost of Licensee. If Licensee shall fail promptly to so do, Licensor shall have the right and is hereby authorized and empowered by Licensee to appear by its attorneys in any such actions, to adjust, and take any other action necessary or desirable for the disposition of such claim, demand or action. In any such case, Licensee, within fifteen (15) days after demand therefore by Licensor, shall fully reimburse Licensor for all such payments and expenses, including reasonable, outside attorney's fees
Opt-Out: The LICENSOR and LICENSEE is subject to opt-out of this contract at any time to terminate the existing agreement by sending detailed, written notice via email. The LICENSOR will also express clear instructions on next steps along with a minimum of (3) prospective meeting dates/times within (10) business to further discuss notice. No further screenings will be scheduled and all pending LICENSE PRICE payments will be processed and paid to the LICENSOR within (60) days of notice and is not subject to any penalties, fees, administrative costs and or taxes etc. The LICENSEE will have (60) days from notice to offboard all received materials from the LICENSOR.
With respect to the License granted hereunder, it is expressly understood and acknowledged by the LICENSEE that any rights, title, or interest that the LICENSOR maintains with respect to the film(s) are expressly reserved to the LICENSOR. This AGREEMENT reflects the entire understanding of the parties with respect to the subject matter hereof, and any amendments
Changes or modifications shall have legal effect and be binding when updated by the LICENSEE.