OTT Studio

Terms of Service

Terms of Service

Version 1.0 · Updated 05/04/2020

Except as otherwise modified or superseded by the specific terms of any simultaneously executed content distribution agreement (the "Content Distribution Agreement"), which is incorporated herein by this reference, the terms of service set forth herein constitute the full and complete agreement between You (as hereinafter defined) and OTT Studio, LLC, a California limited liability company ("OTT"), for OTT to distribute Partner Content (as hereinafter defined) across any Output (as hereinafter defined) (collectively, the "Agreement").

1. Definitions

Capitalized terms not otherwise defined in this Agreement are defined herein:

2. Service

2.1 OTT will offer the Service subject to the terms of this Agreement. Pursuant to the Service, OTT will offer the distribution of Partner Content across one or more Outputs. The Service may also include designing Partner Content artwork, search engine optimization ("SEO") and/or other promotional efforts, the management of Partner Content for distribution, and the development of original content, and other related marketing services. Notwithstanding anything set forth herein, OTT shall not be required to highlight, favor, or otherwise promote any specific Partner Content, and shall have the right in its sole and exclusive discretion to refuse to provide the Service to any Partner.

2.2 OTT shall begin providing the Service on the initial start date set forth in the Content Distribution Agreement (the "Effective Date"), subject to Partner's delivery of Partner Content to be distributed.

2.3 Notwithstanding anything to the contrary set forth in the incorporated Content Distribution Agreement, OTT will be Partner's non-exclusive distributor of Partner Content via any Output.

3. Term and Termination

3.1 The term of this Agreement shall commence on the Effective Date and will continue for twelve (12) months (the "Initial Term"). This Agreement will auto-renew for subsequent twelve (12) month terms (each, a "Renewal Term") unless Partner sends written confirmation no later than sixty (60) days prior to the end of the then-current Term notifying OTT of its intention to terminate. All Partner termination notices must be submitted in writing to [email protected]. Termination notices given by phone, physical mail or other means, or sent to any other email address, will not be honored.

3.2 This Agreement shall terminate upon prior written notice (a) by Partner if OTT materially breaches this Agreement and fails to cure such material breach within thirty (30) days written notice thereof; or (b) by OTT (i) if Partner materially breaches this Agreement or any of the representations and warranties contained herein; or (ii) if OTT elects to terminate at its sole discretion for any reason, or no reason.

3.3 Except as otherwise set forth herein, upon any termination the rights and obligations of the parties shall cease except that Sections 1, 7, 8, 9, 10, 12, 14 and 15 shall survive termination and continue in full force and effect.

4. Revenue Sharing

4.1 As part of the Service, OTT and Partner agree to share certain revenue generated by OTT through OTT's delivery of Partner Content via the Service. Upon actual receipt of any revenue, OTT will remit the share set forth in the applicable Content Distribution Agreement ("Net Receipts") to Partner. "Net Receipts" means any and all gross revenue collected by OTT, less all out-of-pocket costs determined by OTT in its sole discretion, which may include third party fees, artwork design, SEO and other promotional efforts, Partner Content management, ad serving, user transactions, and "app store fees," as applicable.

4.2 Partner is responsible for any and all applicable taxes imposed on any Net Receipts received by Partner from OTT.

4.3 OTT shall account to Partner on the thirtieth (30th) day of the month following the end of each calendar quarter for all relevant Net Receipts. All payments for each calendar quarter are due to Partner within forty-five (45) days of Partner's receipt and approval of each quarterly accounting statement. OTT shall not make any distributions for any calendar quarter in which Net Receipts do not exceed one hundred dollars ($100).

5. Partner Content Rights; License Grant

5.1 Partner owns, solely and exclusively, all right, title and interest in and to all Partner Content made available by Partner to OTT for distribution through the Service. OTT does not acquire any title or ownership rights in Partner Content that Partner submits to OTT for distribution via the Service.

5.2 In consideration for OTT's distribution of Partner Content, Partner grants OTT an unlimited, worldwide, non-exclusive, sub-licensable, fully paid-up, non-revocable, perpetual and royalty-free right and license to use, reproduce, distribute, adapt, create derivative works of, transmit, publicly display and perform Partner Content; to sublicense the foregoing rights; and to block, disable or remove Partner Content in OTT's sole discretion, solely in connection with the provision of the Service and the promotion of OTT and/or the Services.

5.3 Partner should not make available any Partner Content that OTT deems to be Unauthorized Material. OTT has the right, but not the obligation, to review, delete, remove, move, edit or reject any Partner Content for any reason. "Unauthorized Material" means any Partner Content that is or may be construed as violating this Agreement, or is deemed unacceptable to OTT in its sole discretion.

5.4 Partner represents, warrants and covenants that Partner owns the Partner Content or has the right to grant the rights described in this Agreement; that its use does not violate this Agreement or the rights of any party; that Partner has the legal right and capability to enter into this Agreement; and that Partner holds all ownership, license and other rights necessary and shall pay all royalties, fees and other monies owing to any person or entity by reason of the Partner Content.

5.5 Partner acknowledges and agrees that Partner is solely and entirely responsible for the consequences of all materials Partner submits to OTT for distribution. Under no circumstances shall OTT be liable for the materials, including errors or omissions, unless due to the gross negligence or willful misconduct of OTT in its modification of such materials.

6. Unauthorized Partner Content

6.1 Partner represents, warrants and agrees that it shall not submit any Partner Content that violates any applicable law or the rights of any person; is harmful, threatening, abusive, defamatory, deceptive, fraudulent, invasive of privacy, obscene, or patently offensive; Partner does not have the right to make available; encourages conduct that reflects negatively on OTT; or contains a software virus, worm, spyware, Trojan horse or other harmful computer code.

6.2 OTT assumes no responsibility for any Partner Content and reserves the right to investigate and take appropriate legal action against anyone who violates this section. OTT may preserve and disclose any Partner Content if required by law or to enforce this Agreement, respond to third-party claims, or protect the rights, property or personal safety of OTT, users or third parties.

7. Indemnification

7.1 Partner agrees to fully indemnify, defend and hold OTT, its affiliates and their respective successors and assigns, directors, officers, employees, representatives, agents, and licensors harmless from any and all claims, liabilities, damages, losses, costs and expenses (including reasonable attorneys' fees) arising out of a third party claim resulting from Partner's breach of its representations or warranties, and/or any Partner Content.

7.2 OTT agrees to indemnify, defend and hold Partner and its successors and assigns, directors, officers, employees, representatives and agents harmless from any Losses arising out of a third-party claim resulting from any uncured material breach of this Agreement.

8. Confidentiality

"Confidential Information" includes all corporate, financial, economic, legal or other information generally concerning OTT or any affiliated entity, including information regarding the Service, intellectual property, know-how and/or trade secrets, subject to standard exceptions. Partner and its employees and agents shall maintain all Confidential Information in strict confidence and shall not, without OTT's prior written consent, disclose such information to any third party or use it for any purpose other than to carry out its responsibilities under this Agreement.

9. Limitation of Liability; Warranty Disclaimer

The Service is delivered on an "as is" and "as available" basis, without any representation, warranty or condition of any kind, express or implied. All implied representations, warranties and conditions relating to the Service are hereby disclaimed. To the fullest extent permissible by law, OTT and its affiliates and their respective successors, assigns, officers, directors, employees, agents, representatives, licensors, operators, service providers, advertisers and/or suppliers shall not be liable for any loss or damage, direct or indirect, in connection with OTT's provision of the Service or this Agreement, including compensatory, consequential, incidental, indirect, special or punitive damages.

10. Assignment

The rights of the parties shall inure to the benefit of such parties and their successors and/or assigns. Partner may only assign its rights and/or obligations upon advanced receipt of OTT's express written consent, which may be withheld in OTT's sole discretion. OTT may freely assign its rights and/or obligations at any time. Either party may assign or delegate its rights or duties to an affiliate as part of an internal restructuring or to any successor as part of a merger, change in control or assignment of all or substantially all of its assets.

11. Force Majeure

Neither party shall be deemed to be in default as a result of any delay, failure in performance or interruption resulting from any cause beyond the reasonable control of a party, including an act of war or terrorism, failure of electricity supply, systems or connections, service interruptions, natural disaster, pandemic, act of God, third party service provider failure, civil commotion, or governmental action.

12. Notices

Any notice required or permitted hereunder shall be in writing and shall be sufficiently given if personally delivered or sent by email or by reputable overnight courier service. If to OTT: OTT Studio, LLC, Attn.: AltView Law Group, LLP, 12100 Wilshire Blvd., Suite 800, Los Angeles, CA 90025, [email protected]. If to Partner, to Partner's contact information provided on the Content Distribution Agreement.

13. Modifications

OTT may modify this Agreement from time to time, and at any time in its sole discretion. OTT will post or display notices of material changes to this Agreement on the Service and/or notify you via email. Once posted or made available, these changes become effective immediately.

14. Governing Law; Jurisdiction; Venue; Dispute Resolution

This Agreement shall be interpreted under the laws of the State of California without regard to any conflict of law provisions. Any and all disputes arising under or related to these terms or OTT's provision of the Service must be resolved through confidential binding arbitration.

Partner agrees that by entering into these terms, Partner is waiving the right to trial by jury or to participate in a class action. Partner further agrees that Partner may bring claims against OTT only in Partner's individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding.

14.1 through 14.6 govern the scope of arbitration; its administration by the American Arbitration Association ("AAA") under the Federal Arbitration Act; the finality and enforceability of the arbitrator's award; OTT's ability to seek emergency equitable relief in the state or federal courts located in Los Angeles, California; severability of the arbitration provision; and AAA contact information (800-778-7879, adr.org).

15. Miscellaneous

This Agreement, together with the applicable Content Distribution Agreement, constitutes the entire understanding between Partner and OTT concerning the Service and supersedes any prior or inconsistent understandings. This Agreement cannot be changed orally. No action arising out of this Agreement may be brought by Partner more than one year after the cause of action has arisen. This Agreement shall not be deemed to create an agency, partnership, employment or joint-venture relationship. The invalidity or unenforceability of any provision shall not affect the validity of any other provision. This Agreement may be executed in counterparts.

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