iBossTV iSRP Digital Licensing Agreement
iSRP Digital License Agreement
Last Updated: February 20, 2022
“iSRP” is an acronym for Independent Shared Revenue Program
(iSRP) in which this agreement details the terms for distributing audio/visual
digital content on iBossTV.
“Creator”, “Author” or “Provider” or “you” means the
person, entity, owner and content provider of the audio/visual content
accepting this agreement.
“iBossTV”, “we” “our” or “us” means iBossTV LLC.
license agreement is between CREATOR, an individual or entity (the "Provider") and iBossTV LLC., a(n)
Florida Limited Liability Company.
You accept this Agreement by
clicking "Agree". If you do not accept the terms of this Agreement,
you will not be accepted into the iBossTV iSRP program. By accepting this
Agreement, you confirm that you are at least 18 years old (or the age of
majority where you reside, whichever is older) and that you are able to form a
legally binding contract. If you are submitting and accepting this Agreement on
behalf of a company or other legal entity, you represent and warrant that you
have the legal authority to bind that company or legal entity by the terms of
The iBossTV iSRP Program will or may
change over time and the terms of this Agreement will or may change over time
as well. We reserve the right to change
the terms and conditions in this Agreement at any time in our sole discretion.
Any changes to the Agreement, including Program-specific terms and conditions,
or to the policies and guidelines referenced in this Agreement, other than with
respect to the amount of the Revenue Share Payment Fees, will be effective upon
posting of such revisions to the website for the Program at www.iBossTV.com
(including any successor or replacement website, the "Program Site")
and without prior notice to you. Changes to the revenue share % or rates used
to calculate payouts will be effective and binding on you (a) on the date 30
days from either (i) posting on the Program Site, or (ii) notification to you
via email using the email address provided in your Program account or via
message to you through your Program account, or (b) on the date you accept the
changes, whichever occurs first.
Your continued participation in the
iBossTV iSRP program for audio/visual digital content distribution following
any changes to this Agreement will constitute your acceptance of such changes.
If you do not agree to changes to this Agreement or the Program Site, You will
need to send a request to iBossTV support to remove all digital content owned
by you. You agree to allow at least 30 Days to process and remove of provider content from the iBossTV
iSRP program and all websites or apps.
You are responsible for regularly reviewing the Program Site for changes
and notice of any changes.
GRANT OF LICENSE
Provider hereby grants iBossTV non-exclusive license to use, reproduce,
reformat for online delivery, encode, encrypt, promote, distribute, use in any
advertisement and display publicly the Audio/Visual Digital Content, in all
media (including electronic, print, video, audio, and any other technology now
known or that may be developed in the future)
SUBMISSION OF AUDIO/VISUAL DIGITAL CONTENT.
Provider will provide an electronic version of the Audio/Visual Digital Content
from which iBossTV can distribute the Audio/Visual Digital Content for the
purposes described in this agreement.
The Content Provider agrees that iBossTV
customers will have access to content via the following distribution methods
below as well as new distribution methods or options developed in the future.
Rentals – Purchase a license to access audio/visual content for electronic
delivery for repeated viewing over a finite period of time For example, (24
hour rental, 48 hour rental etc.. which ever options iBossTV provides to
purchaser of license to access content.
Purchase - Purchase a license to access audio/visual content for electronic
delivery for repeated viewing over an indefinite period of time. For example,
(24 hour rental, 48 hour rental etc.. which ever options iBossTV provides to
purchaser of license to access content.
Access” – iBossTV will distribute some content at no cost to customers. This
distribution option will be made available to the provider at time of content
submission to iBossTV as a separate agreement to allow customers to access
audio/visual digital content for free.
NO ASSIGNMENT OR TRANSFER.
rights granted iBossTV by this agreement are license rights only and nothing in
this agreement constitutes an assignment or exclusive license of the Provider's
rights in the Audio/Visual Digital Content. The Provider retains ownership of
the copyright in the Audio/Visual Digital Content, and all rights not expressly
granted in this agreement.
iSRP LICENSE FEE PAYMENTS.
will pay you the applicable iSRP License Fees set forth below for customer
purchases of titles for digital purchases, digital rentals and any
transactional access resulting in revenue/sales for your audio/visual digital
iBoss Independent Shared Revenue Program (iSRP) payment is as described:
The Net Revenue will be shared between iBossTV
LLC and Provider(You). Net Revenue is described as Revenue after payment
processing fees are applied. (These fees may include taxes, payment process fee
for credit cards etc)
iBossTV will pay you 60% of Net Revenue of
applicable purchase price for your titles accessed thru Digital Rentals and
iBossTV will calculate, report and payout to
provider once per quarter. Payments will be sent within 30 Days after quarters
end. You will receive payment from iBossTV LLC. Via electronic funds
If we’ve already paid you iSRP License Fees on
sales and later there are issues refunds refund, returns, or credit for that
sale, we may offset the amount of the License Fees that we previously paid to
you for the sale against future iSRP License Fees, or require you to remit that
amount to us. If a third party asserts
that you did not have all rights required to make one of your Titles available
on iBossTV platform or if we determine that you may be in breach of this
Agreement, we may withhold all License Fee payouts due to you with respect to
such Title pending resolution of the issue. If we determine that you did not
have all of the required rights or that you have otherwise breached this
Agreement with regard to a Title, we will not owe you License Fees for that
Title and we may offset any of the License Fees that were previously paid
against future License Fees, or require you to remit a refund to us. We may also withhold and offset any sums you
owe to us against amounts that are payable to you. When this Agreement
terminates, we may withhold all License Fees payouts due for a period of three
months from the date they would otherwise be payable to ensure our ability to
offset any customer refunds or other offsets to which we are entitled. If we terminate our agreement to distribute a
particular content or title because of your breach of this Agreement, you will
forfeit any License Fees or payout that accrued but unpaid. If after we have terminated this agreement
with respect to the specific title in question and removed title/digital
content from iBossTV, we will not owe you any License Fees for any new submissions
of other titles. Our exercise of these rights does not limit other rights we
may have to withhold or offset License Fees or exercise other remedies under
of ISRP License Fees. If an inspection or examination of iBossTV
discovers an underpayment of any iSRP License Fees or other fees due, iBossTV
shall pay to the Provider the amount of that underpayment.
of ISRP License Fees. If an inspection or examination discovers,
an overpayment of any iSRP License Fees or other fees due, we may offset the
amount of the License Fees that we previously paid to you for the sale against
future iSRP License Fees, or require you to remit that amount to us.
OWNERSHIP AND USE OF AUDIO/VISUAL DIGITAL CONTENT.
of Audio/Visual Digital Content. The IBossTV acknowledges that
the Provider is the owner of the Audio/Visual Digital Content and of all
associated federal registrations and pending registrations, and iBossTV shall
do nothing inconsistent with that ownership. The iBossTV may not claim
ownership rights to the Audio/Visual Digital Content, or any derivative,
compilation, sequel or series, or related work owned by the Provider. Nothing
in this agreement gives iBossTV any interest in the Audio/Visual Digital
Content other than the right to use them in accordance of this agreement.
You may withdraw your Titles from availability
on the Service at any time on thirty (30) business days advance noticed. If you
lose the rights or ownership to a content it is your responsibility to notify
iBossTV and request to remove digital content if all your rights to receive any
monetary benefits are revoked.
We may fulfill any customer orders completed
through the date the Titles are available on the Service.
We will allow any customer who has previously
purchased a Title for Digital Purchase or Digital Rental or a Subscription for
Access to view the Title or Subscription, as applicable, after it has been
withdrawn from the Service to the extent that such customer purchased those
rights prior to the withdrawal of Title.
The Provider hereby represents that:
Provider is the sole owner of all interest in the Audio/Visual Digital Content;
Provider has the right to grant permission for use of the Audio/Visual Digital
Content as specified in this agreement;
Audio/Visual Digital Content is original, is not in the public domain, and does
not contain anything that is obscene;
Provider has not transferred, exclusively licensed, or encumbered the
Audio/Visual Digital Content or agreed to do so;
Provider is not aware of any violation, infringement, or misappropriation of
any third party's rights or any claims of rights (including existing
intellectual property rights, rights of privacy, or any other rights) by the
Audio/Visual Digital Content;
Provider is not aware of any third-party consents, assignments, or licenses
that are necessary to perform under this agreement; and
Provider was not acting within the scope of employment of a third party when
conceiving, creating, or otherwise performing any activity with respect to the
Audio/Visual Digital Content purportedly licensed.1
The Provider will, as soon as is reasonably
possible following a request from the IBossTV, provide the iBossTV with a
complete copy of all documentation (in any format) relating to the Audio/Visual
Digital Content for iBossTV's own use, to meet record-keeping requirements of
iBossTV, or to allow iBossTV to exercise its rights granted under this
The Provider shall indemnify, defend and hold
harmless iBossTV from:
claim by a third party that the Audio/Visual Digital Content or its use or
reproduction infringes or misappropriates any copyright or other intellectual
9. any claim
by a third party that this agreement conflicts with, violates, or breaches any
contract or other obligation to which the Provider is a party or of which it
claim relating to any past, present, or future use, licensing, sublicensing,
distribution, marketing, disclosure, or commercialization of the Audio/Visual
Digital Content by the Provider; and
any and all third-party claims, actions, causes of action, demands, judgments,
liabilities, damages, losses, injuries, costs and expenses (including, without
limitation, reasonable attorneys’ fees and court costs) brought against Amazon
that arise from or relate to:
breach or alleged breach by you of any of your representations, warranties or
obligations set forth herein, including any failure to deliver closed captions,
audio descriptions or ratings information for any Titles in compliance with
applicable law; or
claim that Amazon's exercise of the rights granted by you under this Agreement
violates any law or regulation or the right(s) of any third party
(individually, a "Claim", and collectively, the "Claims").
You will not consent to the entry of a judgment or settle a Claim without our
prior written consent, which may not be unreasonably withheld. You will use
counsel reasonably satisfactory to us to defend each Claim.
litigation, arbitration, judgments, awards, attorneys' fees, liabilities,
settlements, damages, losses, and expenses relating to above.
You will not, without our express, prior written
Issue any press release, media pitch or make
any other public disclosures regarding this Agreement or its terms;
Disclose any confidential information as
§ Any information
regarding iBossTV, its affiliates, and their businesses, including, without
limitation, information relating to our technology, customers, business plans,
promotional and marketing activities, finances and other business affairs. The
nature, content and existence of any communications between you and us
sales data relating to the sale of digital videos or other information we
provide or make available to you in connection with the iBossTV iSRP Program.
Information does not include information that:
Is or becomes publicly available without breach
of this Agreement,
You can show by documentation to have been
known to you at the time you receive it from us.
You receive from a third party who did not
acquire or disclose such information by a wrongful or tortious act.
You can show by documentation that you have
independently developed without reference to any iBossTV Confidential
Information. Without limiting the survivability of any other provision of this
Agreement, this Section will survive two years following the termination of
this Agreement and you are no longer a content provider on the iBossTV Platform
for any title.
If either party is in breach of this
Agreement and fails to resolve such breach within 60 days following written
notice from the other party, the non-breaching party may terminate this
Agreement upon 5 business days’ written notice to the breaching party. All
relative content in question will be removed as described above in this
Choice of Law. The laws of the state of Florida govern this
agreement (without giving effect to its
of law principles).
Choice of Forum. Both
parties consent to the personal jurisdiction of the state and federal courts in
Polk County County, Florida.