iBossTV iSRP Digital License Agreement

Last Updated: February 20, 2022

Definitions:

·         “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.

This license agreement is between CREATOR, an individual or entity (the "Provider") and iBossTV LLC., a(n) Florida Limited Liability Company.

ACCEPTING AGREEMENT

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 this Agreement.

AMENDMENTS

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

The 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.

The 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.

DISTRIBUTION TYPES

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.

·         Digital 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.

·         Digital 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.

·         “FREE 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.

The 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.

iBossTV 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 content.

The 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 Digital Purchases.

·         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 transfers.

·         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 applicable law.

·         Underpayment 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.

·         Overpayment 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.

o    Ownership 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.

TITLE WITHDRAWL

o    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.

o    We may fulfill any customer orders completed through the date the Titles are available on the Service.

o    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.

REPRESENTATIONS.

The Provider hereby represents that:

1.    the Provider is the sole owner of all interest in the Audio/Visual Digital Content;

2.     the Provider has the right to grant permission for use of the Audio/Visual Digital Content as specified in this agreement;

3.    the Audio/Visual Digital Content is original, is not in the public domain, and does not contain anything that is obscene;

4.     the Provider has not transferred, exclusively licensed, or encumbered the Audio/Visual Digital Content or agreed to do so;

5.    the 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;

6.   the Provider is not aware of any third-party consents, assignments, or licenses that are necessary to perform under this agreement; and

7.    the 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

DOCUMENTATION.

·         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 agreement.

INDEMNIFICATION.

The Provider shall indemnify, defend and hold harmless iBossTV from:

8.    any claim by a third party that the Audio/Visual Digital Content or its use or reproduction infringes or misappropriates any copyright or other intellectual property;

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 has knowledge;

10. any 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

11. Against 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:

1.     any 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

2.     any 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.

3.     any litigation, arbitration, judgments, awards, attorneys' fees, liabilities, settlements, damages, losses, and expenses relating to above.

CONFIDENTIALITY

·         You will not, without our express, prior written permission:

o    Issue any press release, media pitch or make any other public disclosures regarding this Agreement or its terms;

o    Disclose any confidential information as defined below:

§   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

§   Any 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.

§   Confidential 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.

TERMINATION.

·         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 agreement.

GOVERNING LAW.

Choice of Law. The laws of the state of Florida govern this agreement (without giving effect to its

conflicts of law principles).

Choice of Forum. Both parties consent to the personal jurisdiction of the state and federal courts in Polk County County, Florida.