Terms & Conditions
Content Policy Guidelines

Your videos and other content (such as cover image and product descriptions) must adhere to these content policy guidelines, which may change over time. We reserve the right to make judgments about whether content is appropriate, including the appropriateness of suggested content ratings for a given title. In an effort to provide the best customer experience, we may choose not to offer your content or otherwise restrict its availability. We may also terminate your participation in the LFC Direct program if you don’t adhere to these content policy guidelines. If after we have suspended or terminated your account, you submit the same or similar content through a separate account, we reserve the right to terminate that account. If after we have terminated your account, you open a new account without our express permission, we will not owe you any License Fees through the new account.

Offensive Content

We reserve the right to determine the appropriateness of all content submitted for publication on the service. Titles containing persistent or graphic sexually explicit or violent acts, gratuitous nudity and/or erotic themes (“adult content”) are not eligible for inclusion in the LFC AllAccess PAss catalog. Titles containing adult content may not be materially amended or edited from their original form to circumvent this restriction.

Illegal and Infringing Content

We take violations of laws and proprietary rights very seriously. It is your responsibility to ensure that your content doesn’t violate applicable laws or copyright, trademark, privacy, publicity, or other rights (including with respect to components of your content such as the background music or items displayed within your content). Just because content is freely available does not mean you are free to copy and sell it.

Public Domain Content

We do not accept public domain content or content which is undifferentiated or barely differentiated from one or more other titles.

Poor Customer Experience

We don’t accept videos that contain external links, tracking tags, functionality which is unsupported by LFC, or which otherwise provide a poor customer experience. We reserve the right to accept or reject any videos because they provide a disappointing experience at our discretion.

Country or Region-Specific Restrictions

Some countries in which we distribute content may have more restrictive standards than other countries for what qualifies as “Offensive Content,” or “Illegal and Infringing Content.” This may include limitations on the display of tobacco branding and drug use; content containing offensive, illegal, or infringing depictions may be subject to publication restrictions in certain territories.

We may restrict any title from sale in any country or region where the sale or distribution of that content would violate that country’s or region’s laws, cultural norms, or sensitivities or for any other reason at our discretion.

Copyrights and Trademarks

Copyrights

You may publish content that you are the copyright holder or have permission from the copyright holder. By providing content to LFC, you agree to the full Terms and Conditions.

LFC respects the intellectual property of others. If you believe that your work is copied in a way that constitutes copyright infringement, please follow our Notice and Procedure for Making Claims of Copyright Infringement.

Trademarks

Subject to your compliance with the terms of the Digital Video Agreement (the “Agreement”) and solely in connection with your distribution of content via Louisiana Film Channel(LFC) (the “Program”), LFC (“we” or “us”) hereby grants you, for the Term and in the Territory (each as defined in the Agreement), a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license (the “Limited License”) to use the permitted trademarks and logos provided by us to you (those LFC trademarks and logos, collectively, the “LFC Marks”), subject to all usage requirements and solely in connection with the digital media promotion of the availability of your titles via the Louisiana Film Channel.

You may not otherwise use any trademark, service mark, commercial symbol, or other proprietary right of LFC, issue press releases or other publicity relating to us or the LFC program, or refer to LFC in any promotional materials without LFC express prior written consent or otherwise misrepresent the nature of the relationship with LFC in any way.

Your use of the LFC Marks must comply at all times with LFC Trademarks Guidelines and the LFC Direct Marketing Guide.

Royalty Information
Royalties are based on how and where your titles are offered through LFC.

Please refer to the Digital License Agreement for complete information. The following standard royalty payments apply:

Buy and Rent

Content providers receive 50% of net revenue. If you offer a title for “purchase,” customers will be able to download your title. If you offer a title for “rent,” customers will be able to view your title for 7 days but downloading will not be available.

Included with All Access Pass

Royalties for LFC All Access Pass will be paid according to the below rate card on a per title based on aggregate hours streamed by customers worldwide. Hours will start accruing when the title is streamed for the first time and will continue for a 365-day period. After the 365-day cycle, the streamed hours resets to zero and earnings will begin again at the lowest tier. We log and calculate customer streaming to the second.

Tier

Hours Streamed

Revenue Rates (U.S.) Per Hour

 

Revenue Rates (UK) Per Hour

 

Revenue Rates (DE) Per Hour

 

Revenue Rates (JP) Per Hour

 

1

0–99,999

$0.06

£0.04

€0.05

¥6.80

2

100,000–499,999

$0.10

£0.07

€0.08

¥11.30

3

500,000–999,999

$0.15

£0.11

€0.12

¥16.90

4

1,000,000+

$0.20

£0.14

€0.16

¥22.60

Note: The revenue rate in U.S. dollars is the controlling rate for each location. We have provided the revenue rates in local currencies for your convenience, but such local revenue rates may fluctuate with exchange rates.

Please refer to the Digital License Agreement for how Hours Viewed is calculated.

We issue payments approximately 90 days after the end of the month in which the revenue event occurred. You will receive payment from LFC via electronic funds transfer.

Terms and Conditions

LFC Direct and Video Central Program Site Terms of Use

Last updated March 1, 2018

Welcome to the terms of use for the LFC Direct Program Site and Video Central Program Site (collectively, the “Program Sites”). LFC Digital Services LLC, and/or its affiliates (“LFC” or “us”) provide the Program Sites to you (if using or registering as an individual) or the entity you represent (if using or registering as a business) (“you”) subject to the following terms of use (“Terms of Use”) in connection with your use of the Program Sites. By visiting a Program Site or registering as a user of a Program Site, you accept the Terms of Use and represent that you have the authority to bind yourself or the company you represent to the Terms of Use. Please read these Terms of Use carefully, together with all other rules and policies related to such Program Site (including but not limited to the LFC.com Conditions of Use and the LFC.com Privacy Notice).

No Unauthorized, Unlawful or Harmful Use of the Program Sites

Each Program Site is only for your use or the use of those authorized by you to access the Program Site on your behalf and you are only authorized to use it in connection with LFC Direct or Video Central, as determined by your account status. LFC grants you a limited, revocable license to access and use each Program Site in the course of participating in LFC Direct or Video Central. You may not use the Program Sites for any other commercial or non-commercial purposes or in any way that:

Is unlawful or harms LFC, its customers, suppliers or other parties, as determined in LFC’s sole discretion.

Breaches any agreement, policy or other notice applicable to the Program Sites.

Could damage, disable, overburden, or impair the Program Sites (or any network(s) connected to the Program Sites) or interfere with any other party’s use of the Program Sites.

Your Account; Changes to Account Settings; User Permissions

By using the Program Sites, you confirm that you are at least 18 years old (or the age of majority where you reside, whichever is older). You are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer. We may provide the ability for you to grant additional users access to your account under separate user names and passwords. You agree that you are responsible for all activities that occur under your account or password, including all activities that occur under any user name you grant access to your account. You will ensure that all users granted access to your account comply with these Terms of Use, together with all other rules and policies related to the Program Site in use. If you make changes to your settings or user permissions within a Program Site, it may take some time for our system to process the change and you acknowledge that those changes may not take effect immediately.

Changes to these Terms of Use and the Program Sites

We may in our discretion make change to these Terms of Use without notice to you. You are responsible for reviewing the revised Terms of Use and/or any applicable postings. CONTINUED USE OF THE PROGRAM SITE OR PARTICIPATION IN THE PROGRAM AFTER SUCH CHANGES OR POSTINGS WILL CONSTITUTE YOUR ACCEPTANCE OF THE CHANGES OR POSTINGS. We may change the Program Sites or delete any features or functionality, or any aspect of the services, in any way at any time for any reason.

Materials You Post or Provide; Communications Monitoring

For information and materials you post or otherwise provide to LFC via a Program Site that is not subject to the terms of a license agreement with LFC (a “Submission”), you otherwise grant LFC and its affiliates a non-exclusive, royalty-free, perpetual, irrevocable license to (1) use, copy, distribute, transmit, make available, publicly display, publicly perform, reproduce, edit, adapt, modify, translate, reformat and create derivative works of your Submission in connection with the Program Site and LFC television series used to promote your titles, and (2) sublicense these rights, to the maximum extent permitted by applicable law. LFC may remove your Submission at any time. For each Submission you provide, you represent that you have all rights necessary for you to grant us the rights provided in this section.

You acknowledge that we will communicate with you primarily via email or by posting notices on the Program Sites. You agree that all agreements, notices, disclosures and any other communications that we provide to you electronically satisfy any legal requirements that such communications be in writing. To the maximum extent permitted by applicable law, LFC may monitor any electronic communications you make in connection with the Program Sites and may disclose such information in the event it has a good faith reason to believe it is necessary for purposes of ensuring your compliance with this Agreement, and protecting the rights, property, and interests of LFC or any third party. You consent to us sending you emails relating to LFC and other publishing opportunities from time to time. This takes precedence over any directions you may have given us, including through another LFC web site. You may opt out of these communications at any time.

No Warranties

LFC PROVIDES EACH PROGRAM SITE “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE.” YOU EXPRESSLY AGREE THAT USE OF THE PROGRAM SITE IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LFC MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE PROGRAM SITE OR THE INFORMATION, CONTENT, OR MATERIALS INCLUDED ON THE PROGRAM SITE AND DISCLAIMS ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY AND IMPLIED, INCLUDING WITHOUT LIMITATION (1) WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT, (2) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, AND (3) WARRANTIES OR CONDITIONS THAT ACCESS TO OR USE OF THE PROGRAM SITE WILL BE UNINTERRUPTED OR ERROR-FREE. LFC DOES NOT WARRANT THAT THE PROGRAM SITE, ITS SERVERS OR E-MAILS SENT ARE ERROR-FREE, WILL OPERATE WITHOUT INTERRUPTIONS OR DOWNTIME, OR ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Limitation of Liability

IN NO EVENT WILL LFC BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM THESE TERMS OF USE OR YOUR USE OF A PROGRAM SITE, EVEN IF LFC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (1) BREACH OF CONTRACT, (2) BREACH OF WARRANTY, (3) NEGLIGENCE, OR (4) ANY OTHER CAUSE OF ACTION, TO THE EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW. WITHOUT LIMITING THE GENERALITY OF THE PRECEDING SECTIONS, YOU ACKNOWLEDGE AND AGREE THAT LFC IS NOT RESPONSIBLE OR LIABLE FOR (1) ANY CONTENT; (2) ANY THIRD PARTY CONDUCT, TRANSMISSIONS OR DATA; (3) ANY VIRUSES OR OTHER DISABLING FEATURES THAT AFFECT YOUR ACCESS TO OR USE OF ANY PROGRAM SITE; (4) ANY INCOMPATIBILITY BETWEEN A PROGRAM SITE, SERVICES, SOFTWARE AND HARDWARE; OR (5) ANY DELAYS OR FAILURES YOU MAY EXPERIENCE IN INITIATING, CONDUCTING OR COMPLETING ANY TRANSMISSIONS OR TRANSACTIONS IN CONNECTION WITH A PROGRAM SITE. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THESE TERMS OF USE APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

Indemnification

You release us and will indemnify, defend and hold harmless LFC and its affiliates, and their respective officers, directors, employees, and agents against any claim, loss, damage, settlement, cost, expense or other liability (including, without limitation, attorneys’ fees) arising from or related to (a) your breach of any representation or warranty or other obligation contained in this Agreement; or (b) any Submission (together, “Claims”). You will use counsel reasonably satisfactory to us to defend each Claim. If at any time we reasonably determine that any Claim might adversely affect us, we may take control of the defense at our expense. You may not consent to the entry of any judgment or enter into any settlement without our prior written consent, which may not be unreasonably withheld.

Termination; Access Restriction

LFC may terminate these Terms of Use, or terminate or suspend your access to the Program Sites at any time with or without cause. Upon any termination or suspension of these Terms of Use, your right to use the Program Sites will cease immediately, and you will not be able to retrieve any information related to your account. All provisions that reasonably may be construed as surviving these Terms of Use will survive the expiration or termination of these Terms of Use.

Disputes

Any dispute or claim relating in any way to your use of the Program Sites, or to any products or services sold or distributed by LFC or through LFC.com will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this agreement.

There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of these Terms of Use as a court would.

To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent Corporation Service Company, 300 Deschutes Way SW, Suite 304, Tumwater, WA 98501. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes. The AAA’s rules are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. We will reimburse those fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, LFC will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration we each waive any right to a jury trial. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.

Applicable Law

By using any the Program Sites, you agree that the Federal Arbitration Act, applicable federal law, and the laws of the state of Louisiana, without regard to principles of conflict of laws, will govern these Terms of Use and any dispute of any sort that might arise between you and LFC.

Interpreting the Terms; Assignment

If any part of these Terms of Use are determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Use will continue in effect. LFC may assign these Terms of Use, in whole or in part, at any time without notice to you. You may not assign these Terms of Use, or assign, transfer or sublicense your rights, if any, in the Program Sites. The section titles are solely used for the convenience of the parties and have no legal or contractual significance.

LFC Digital License Agreement
Last Updated: January 20th, 2019

This Digital Video License Agreement (this “Agreement”) contains the terms and conditions of (i) your use of the LFC digital self-publication and distribution program (the “Program”) for distribution of audio visual content via the digital video services operated by LFC or its Affiliates and (ii) LFC’s use of such content. This Agreement is a binding agreement between you and LFC. As used in this Agreement, “LFC”, “we” or “us” means, individually: (a) LFC a Frybiz LC Company with offices located at 13567 Plank Road Baker, Louisiana. 70714. Affiliate that joins as a party to this Agreement as provided herein, in each case solely with respect to such entity’s exercise of its rights and compliance with its obligations in connection with the countries, territories, and provinces designated by LFC. As used in this Agreement, “Content Provider” or “you” means the person or entity accepting this Agreement. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with LFC or Content Provider, as appropriate.

Any version of this Agreement in a language other than English is provided for convenience and the English language version will control if there is any conflict. Given the importance of this Agreement, we encourage you to study it carefully. In addition to the terms set forth below, this Agreement expressly incorporates by reference other Program-specific terms and conditions governing the Program: the information posted on the Program Site, including the Content Policy Guidelines, Subscription Guidelines and LFC Terms of Use, as well as LFC.com Conditions of Use and the LFC.com Privacy Notice, located on LouisianaFilmChannel.com (or the successor site thereto).

Agreement Acceptance

You accept this Agreement by clicking “Agree” where you are given the option to do so. If you do not accept the terms of this Agreement, you may not use the 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 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.

  • 01 Amendment; Notice of Changes The Program will change over time and the terms of this Agreement will need to change over time as well. Subject to the provisions herein, 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 License Fees, will be effective upon posting of such revisions to the website for the Program at www.videodirect.LFC.com (including any successor or replacement website, the “Program Site”) and without prior notice to you. We will post a notice of any changes to this Agreement on the Program Site for at least thirty (30) days after the changes are effective. Changes to the License Fees will be effective and binding on you on the date 30 days from posting or on the date you accept the changes, whichever occurs first.

    Your continued use of the Program Site and the Program 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 should discontinue use. You are responsible for regularly reviewing the Program Site for changes and notice of any changes. Except as otherwise provided herein, changes to referenced policies and guidelines or any other information including, without limitation in the Content Policy Guidelines, Subscription Guidelines, LFC Direct Terms of Use, LFC.com Conditions of Use and the LFC.com Privacy Notice may be posted without any other notice to you; provided, in the event of discrepancy between the terms of this Agreement and any of the foregoing, the terms of this Agreement shall prevail.

  • 02 Account Setup and Maintenance You must ensure that all information you provide in connection with establishing your Program account is accurate when you provided it, and you must keep it up to date as long as you use the Program. You may maintain only one account at a time unless you are using multiple accounts solely for the purpose of delivery of Delivery Materials or making multiple subscriptions available via Non-AllAccess PAss Subscription Access. You will not use false identities or impersonate any other person or use a username or password you are not authorized to use. You authorize us, directly or through third parties, to make any inquiries we consider appropriate to verify the account information you provide. You also consent to us sending you emails relating to the Program and other publishing opportunities from time to time.

    You are solely responsible for safeguarding and maintaining the confidentiality of your account username and password and are responsible for all activities that occur under your account, whether or not you have authorized the activities. You may not permit any third party to use the Program through your account and will not use the account of any third party. You agree to immediately notify LFC of any unauthorized use of your username, password or account.

  • 03 Term This Agreement commences upon your acceptance of it and continues in perpetuity until terminated as set forth in this Agreement (the “Term”). All rights granted to LFC herein shall not be deemed to have lapsed at any time in accordance with the applicable law of the Territory, including for the avoidance of doubt, as applicable, Section 19(4) read with Section 30-A of the Indian Copyright Act, 1957.

    We may terminate this Agreement by providing notice to you at any time. You may terminate this Agreement at any time by providing notice of termination to us, in which event we will cease offering your Titles within thirty (30) days from the date that we receive notice of termination; provided that if you distribute Titles via All Access Pass Subscription, (a) the Term of the Agreement with respect to All Access Pass Subscription will commence upon your acceptance of this Agreement and continue for eighteen (18) months from the date that your Subscription launches on the Service (the “Initial Subscription Term”) and (b) the Initial Subscription Term will automatically extend for successive periods of twelve (12) months each unless and until terminated by either party by provision of notice of termination to the other party given not later than ninety (90) days prior to the conclusion of the then-current term.

  • 04 Territory The territory, with respect to any Title, shall be each territory you indicate when prompted on the Program Site (the “Territory”).
  • 05 Rights Granted: You hereby grant LFC a non-exclusive license in the Territory to use, reproduce, reformat for online delivery, encode, encrypt, market, promote, transmit, distribute and display on the Service the audio-visual programs (“Titles”) pursuant to each Distribution Mode that you indicate on the Program Site; which in the case of Non-transactional Access will include access via free trials without any required payment of License Fees in connection therewith; provided, however, in the event that such free trials exceed a trial period for a given customer of 30 days and three weekends for such customer per year, then LFC will be obligated to pay you License Fees for such Non-transactional Access based on the License Fees you would have received in the absence of the applicable additional free trial period(s). “Service” means one or more digital video services branded with an LFC Brand through which authorized users may obtain Titles via a Distribution Mode. As used in this Agreement, Titles refer solely to the audio-visual programs viewable and editable in your Program account and authorized for distribution on the Service. For the avoidance of doubt, the terms of this Agreement apply solely with respect to the Distribution Mode you have enabled for each such Title.

    LFC will have the right, but not the obligation, to offer customers of the Service the opportunity to purchase or access the Titles pursuant to the Distribution Modes that you indicate as available on the Program Site. You will have an opportunity to provide a suggested retail price for your Titles that are made available for Digital Purchase, Digital Rental and All Access Pass Subscription but LFC will have sole discretion to determine the retail prices charged for offerings on the Service.

    LFC may advertise, market, and promote, in any and all media (whether now known or hereafter devised), the availability of Titles on the Service using the Delivery Materials and any images, trailers, logos, artwork, publicity materials, and metadata provided by you as it deems appropriate as well as any video clips from the Titles created by LFC of up to (i) 1 consecutive minute of footage from Titles that are under 22 minutes in duration and (ii) 3 consecutive minutes of footage from Titles that are 22 minutes or longer in duration (collectively, the “Promotional Materials”). LFC may insert advertisements into or over Titles made available in the Service for Ad-Supported Access and may insert pre-roll and post-roll advertisements, graphics, videos, and logos into or over Titles made available on the Service via any Distribution Modes. LFC may feature the Promotional Materials in advertisements outside the Program Site, in any media, to promote the Titles and related products, the Service and any features of the Service, and the availability of the Titles on the Service.

    LFC may make such modifications as may be necessary to conform the Title to applicable law in the Territory, provided LFC will use commercially reasonably efforts to ensure such modifications do not to impair the creative integrity, quality or meaning of the Title.

    Notwithstanding any expiration or termination of this Agreement for any reason, LFC may continue (including, after the conclusion of the Term) to exercise the rights granted hereunder in order to provide customers who purchased Titles via Digital Purchase or Digital Rental during the Term the ability to continue to access (including, without limitation, via re-download and streaming from the Service) and view the applicable Titles after the Term; provided, however, LFC may not offer customers the opportunity to purchase the Titles for Digital Purchase or Digital Rental after the Term.

  • 06 General Description of the Service; Distribution Modes: Content Provider, in its sole option, may allow customers to access Titles in the following ways:

    (a) purchase a license to access audio visual content digitally for delivery and repeated viewing over an indefinite period of time (“Digital Purchase”);

    (b) purchase a license to access audio visual content digitally for delivery and repeated viewing over a finite period of time established by LFC in its sole discretion (“Digital Rental”);

    (c) access audio visual content via one or more subscription offerings, where a fee is required to be paid for such access (other than in the case of a free trial), for repeated private viewing by subscribers during the Term (“Non-transactional Access”), which may be through (i) the subscription offering known as of the date hereof as LFC AllAccess PAss or any successor thereto (“AllAccess PAss Subscription Access”) or (ii) a subscription offering of your content as compiled by you or us which may or may not include content from other content providers (“Non-AllAccess PAss Subscription Access”); and

    (d) access audio visual content on an ad-supported basis (i.e., at no charge to the customer) for delivery and repeated private viewing during the Term (“Ad-supported Access”).

    Digital Purchase, Digital Rental, Non-Transactional Access and Ad-supported Access are referred to herein as the “Distribution Modes”.

    The Service may be offered on a stand-alone basis and/or bundled with other products, services, or offerings, including LFC AllAccess PAss. As between the parties, LFC will have sole control over the Service, all features, terms, and other aspects thereof (including, without limitation, the rights and entitlements granted to authorized users with respect to Digital Purchase, Digital Rental, Non-transactional Access and Ad-supported Access, the terms under which the Service is offered and the sale of advertisements in connection with the Service); provided, however, that LFC’s distribution of Titles on the Service shall be in accordance with the terms of this Agreement.

    Without limiting the foregoing, you acknowledge that LFC may (i) make the Service available through any websites, applications, device interfaces, third-party platforms and any other online platforms or points of presence now known or hereafter devised, (ii) grant authorized users who receive Digital Purchase, Digital Rental, Non-transactional Access and Ad-supported Access to audio-visual content the right to access such content via streaming, download, and any other means of digital distribution now known or hereafter devised, for online or offline viewing on any device supported by the Service, and (iii) deliver audio-visual content on the Service via any means now known or hereafter devised (including, without limitation, ATSC 3.0, cable, wire, fiber, satellite, wireless and/or cellular).

  • 07 License Fee Payment Subject to the limitations set forth in this Section, LFC will pay you the applicable license fees set forth below (“License Fees”) for each customer purchase of Titles for Digital Purchase or Digital Rental, and for offering customers Non-Transactional Access or Ad-supported Access. Such License Fees are the only compensation payable to you under this Agreement and constitute full and complete compensation to you for all rights granted under this Agreement.

    LFC will calculate, report and pay the License Fees in arrears within ninety (90) days after the completion of the applicable calendar month. You will receive payment from LFC via electronic funds transfer unless electronic funds transfer. If a third party asserts that you did not have all rights required to make one of your Titles available through the Service or if we determine that you may be in breach of this Agreement, we may withhold all License Fees due to you 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 due for a period of three months from the date they would otherwise be payable, in order to ensure our ability to offset any customer refunds or other offsets to which we are entitled. If we terminate your account because of your breach of this Agreement, you will forfeit any License Fees not paid from the date of the notice of termination. If after we have terminated your account, you open a new account without our express permission, we will not owe you any License Fees through the new account. 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.

    For clarity, LFC will not be obligated to pay License Fees for Non-transactional Access in connection with the viewing of any Title by a customer if that customer was granted access to that Title via Digital Rental, Digital Purchase or Ad-supported Access, and similarly, LFC will not be obligated to pay License Fees for Ad-supported Access in connection with the viewing of any Title by a customer if that customer was granted access to that Title via Digital Rental, Digital Purchase or Non-transactional Access.

    LFC may sell your Titles using multiple currencies. You may elect on the Program Site to receive any License Fees owed to you (i) in the local currency applicable for the Titles viewed in each territory (the “Sale Currency”) or (ii) the currency of a single territory in which the Titles are viewed. If we pay you in a currency other than the Sale Currency, we will convert the License Fees owed from the Sale Currency to the payment currency at a market exchange rate that we or our bank determine, which will be inclusive of all fees and charges for the conversion.

    7.1 All Access Pass Subscription License Fees

    For Titles made available for LFC All Access Pass, LFC will pay you according to the below rate card on a per title basis, based on aggregate Hours Viewed by customers worldwide:

    Tier

    Hours Streamed

    Revenue Rates (U.S.) Per Hour

     

    Revenue Rates (UK) Per Hour

     

    Revenue Rates (DE) Per Hour

     

    Revenue Rates (JP) Per Hour

     

    1

    0–99,999

    $0.06

    £0.04

    €0.05

    ¥6.80

    2

    100,000–499,999

    $0.10

    £0.07

    €0.08

    ¥11.30

    3

    500,000–999,999

    $0.15

    £0.11

    €0.12

    ¥16.90

    4

    1,000,000+

    $0.20

    £0.14

    €0.16

    ¥22.60

    Hours will start accruing when the Title is streamed for the first time and will continue for a 365-day period.

    “Hours Viewed” means the number of hours of a Title that is viewed by a viewer that is authorized by LFC to view any Title via All Access Pass Subscription on the Service; provided that Hours Viewed will not include (and LFC will not be obligated to pay for) (i) more than ten streams of the same Title by the same account in a given month or (ii) streams that LFC determines, in its sole discretion, are not actual customer views (e.g., imitating legitimate views or click fraud) or are otherwise not authorized to access the Service.

    7.2 Ad-supported Access License Fee

    Reserved for future consideration.

  • 08 Taxes As between the Parties, LFC will be solely responsible for collecting and paying to the appropriate taxing authorities any national, state or local sales or use taxes, value added taxes (“VAT”) or similar taxes (collectively “Transaction Taxes”) applicable to purchases by customers. LFC will not be required to pay any taxes imposed on or measured by your net income, net profits, income, profits, revenues, gross receipts, franchise, doing business, capital, intangible, value added (other than value added tax in the nature of sales or use or similar taxes), net worth, all real property and ad valorem taxes imposed by any governmental authority on the fees payable to you under this Agreement, or similar taxes or taxes in lieu thereof, whether collected by withholding or otherwise.

    All payments payable by LFC to you under this Agreement are inclusive of all Transaction Taxes that apply to the license of the Titles by you to LFC, unless LFC advises you otherwise. If and to the extent any payments hereunder are subject to and include any applicable Transaction Taxes, you will supply LFC with an original, valid tax invoice, to the extent available under the applicable law, separately stating these Transaction Taxes, to enable LFC to claim credit for these taxes as applicable. LFC may provide you with an exemption certificate or equivalent information acceptable to the relevant taxing authority, in which case, you will not charge or collect the Taxes covered by such certificate. If taxes are required to be deducted or withheld on any payments to be made to you under applicable law, then LFC will (i) deduct such taxes from the amount owed to you and pay them to the appropriate taxing authority as required by applicable law and (ii) secure and deliver to you a receipt or other legally required documentation for any taxes withheld as required under applicable laws.

    Payment to you as reduced by such deductions or withholdings will constitute full payment and settlement to you of amounts payable under this Agreement. Except as specified in this Section, each Party will be responsible for its own taxes as levied by the applicable taxing authorities; provided, any charges toward the stamp duty payable under the applicable laws shall be borne by you. Throughout the term of this Agreement, you will provide LFC with any forms, documents or other certifications as may be required by LFC to satisfy any information reporting or withholding tax obligations with respect to any payments under this Agreement.

  • 09 Delivery of Content: For each Title, Content Provider, at its sole cost, will deliver to LFC the Delivery Materials in accordance with such technical specifications as provided by LFC to Content Provider (including, without limitation, the requirement that the Title not contain any advertisements, bugs, visible on-screen logos, or tracking tags).

    Content Provider authorizes LFC to re-purpose and otherwise use in accordance with this Agreement (i) any Delivery Materials previously delivered to LFC or its Affiliates by Content Provider or a third party, for purposes of exercising express and incidental rights granted hereunder with respect to the Titles and (ii) any Delivery Materials delivered by Content Provider under this Agreement, for purposes of LFC exercising any rights granted to LFC in respect of any Title under a subsequent agreement, solely to the extent authorized under any such subsequent agreement. Where any Delivery Materials have previously been delivered to LFC by a third party, Content Provider will obtain any necessary clearances from such third party (if any) on behalf of LFC and/or use its best efforts to assist LFC in obtaining any such necessary clearances, to enable LFC to use such previously delivered Delivery Materials. You will have no obligation to re-deliver Delivery Materials, except as necessary to comply with other obligations set forth pursuant to the terms of this Agreement.

    With respect to each Title, the “Delivery Materials” means (i) a copy of the Title at the highest resolution available to you, (ii) all Promotional Materials (including, but not limited to, all images, trailers, logos and artwork associated with the Title), (iii) captions and audio language files for the Title in accordance with LFC’s technical specifications, but in any event, in accordance with applicable law for the Territory and Section 11 of this Agreement and (iv) all metadata associated with the Title.

    You agree that the subscriptions made available to LFC hereunder for distribution via Non-AllAccess Pass Subscription Access comprised of Titles (“Subscriptions”) will, at a minimum, be the same subscription video on demand packages, including the same titles, as the subscription video on demand packages made available by you via any method of non-physical distribution. In the event that you make the Subscriptions available for distribution by any non-physical distribution platform that competes with the Service in the Territory (each a “Competing Service”) for better license fees or with additional rights with respect to free trials, LFC is entitled to the same license fees and free trial rights as the applicable Competing Service.

    In the event that you make any other subscriptions containing audio-visual programs available for Non-AllAccess PAss Subscription Access on a Competing Service or any other audio-visual program available for Digital Purchase or Digital Rental, then such subscriptions and/or audio-visual programs will constitute Subscriptions or Titles, as applicable, under this Agreement and LFC will have the right to distribute such Titles and Subscriptions in the same manner (including with respect to free trials) and for the same or better license fees as the applicable Competing Service, and you will deliver such Titles and Subscriptions together with the applicable Promotional Materials to LFC as soon as possible pursuant to the terms hereof, provided that the availability periods of any such Titles and Subscriptions will be no less favorable than the availability periods offered to the Competing Service.

    For the avoidance of doubt, the terms of this Agreement apply solely with respect to the Distribution Mode you have enabled for each such Title.

  • 10 Representations and Warranties You hereby represent and warrant that (i) you have the sole, full and unencumbered right to grant to LFC and its Affiliates, and have obtained all necessary clearances and releases to grant to LFC and its Affiliates, all of the rights set forth herein, (ii) any information and documentation you provide to us will be current, complete, and accurate and (iii) the Delivery Materials and Promotional Materials will not contain any subject matter or materials that are defamatory, libelous, obscene, or otherwise illegal under the applicable laws of the Territory.

    You further represents and warrants that you are not subject to sanctions or designated on any list of prohibited or restricted parties (and is not owned or controlled by such a party), including but not limited to the lists maintained by the United Nations Security Council, the US Government, the European Union or its member states, or other applicable government authority.

    You acknowledge that LFC’s Code of Business Conduct and Ethics (the “Code”) prohibits the paying of bribes to anyone for any reason, whether in dealings with governments or the private sector. You will not violate or knowingly permit anyone to violate the Code’s prohibition on bribery or any applicable anti-corruption laws in performing under this Agreement. LFC may immediately terminate or suspend performance under this Agreement if you breach this requirement.

  • 11 Closed Captions; Subtitles You will deliver closed captions for all Titles in accordance with LFC’s technical specifications as provided on the Program Site, but in any event, in accordance with applicable law for the Territory. You may not be able to publish a Title via one or more Distribution Modes in certain Territories until LFC has received closed captions from you.

    You will deliver English language versions of the Titles, unless the original version of a Title is not in English, in which case you will deliver (i) either audio descriptions, subtitles or dubbed language tracks and (ii) the title and synopsis information for the Title, in each case, in at least one core language identified by LFC for the Territory.

    LFC may create, insert and distribute closed captions, audio descriptions, dubbed language tracks and subtitles for Titles in any language and may use or distribute any such closed caption, dubbed language track, subtitle file or audio description it creates in any Territory. In connection with such creation, LFC will use its reasonable commercial efforts to ensure that such closed caption and subtitled versions reflect the original version of the Licensed Title.

  • 12 Geo-filtering; Access Controls: LFC will utilize geo-filtering techniques and digital rights management technology as may be approved by at least one major studio in connection with its distribution of titles via the Service. Content Provider agrees that LFC shall be deemed to be exercising the rights granted herein solely within the Territory as long as LFC complies with the foregoing. Content Provider acknowledges that LFC makes no representation as to the efficacy of any geo filtering technique or digital rights management technology it employs and agrees that LFC shall not be responsible for the failure of such.

    Content Provider acknowledges and agrees that: (i) Content Provider’s ability to suspend distribution of Titles on the Service shall be Content Provider’s sole and exclusive right and remedy, and LFC’s sole and exclusive obligation, for any circumvention or failure of any geo filtering techniques or digital rights management technology used by LFC on the Service for Titles and (ii) Content Provider shall not be entitled to any other remedies, including without limitation monetary damages, in connection therewith.

  • 13 Content Requirements You must ensure that all of your Titles and Subscriptions are in compliance with our policies for content at the time you submit them to us. If you discover that content you have submitted does not comply, you must immediately withdraw the content and otherwise bring such Title or Subscription into compliance if it is to be distributed via the Service. If you discover that any information you have provided to us for a Title or Subscription is inaccurate or incomplete, you must promptly submit corrected information to us. We can determine what content we accept and distribute on the Service in our sole discretion.

    If we request that you provide additional information relating to your Titles or Subscription, such as information confirming that you have all rights required to permit our distribution of the Titles or Subscription, you will promptly provide the information requested, recognizing that your content may not be made available for sale until proof of rights is received. You authorize us, directly or through third parties, to make any inquiries we consider appropriate to verify your rights to permit our distribution of the Titles or Subscription and the accuracy of the information or documentation you provide to us with respect to those rights.

    We may remove or modify the Titles, the Subscriptions, the metadata, cover art and product description you provide for your Titles and Subscriptions for any reason, including if we determine that it does not comply with LFC’s content policy guidelines. We will promptly notify you of any such removal of a Title or Subscription. You may not include any advertisements or other content that is primarily intended to advertise or promote products or services.

    You agree to provide local content ratings in each country/region in which you distribute your Titles from the applicable local ratings authorities where requested by us. Nothing herein shall restrict LFC from, at its sole cost, obtaining ratings information for the Titles in any country/region within the Territory or generating its own ratings for the Titles.

  • 14 Title Withdrawal You may withdraw your Titles from availability on the Service at any time on thirty (30) business days advance notice by following the then current Program procedures for Title withdrawal or un-publishing; provided that you may not remove a Title within a Subscription other than in accordance with the Subscription Guidelines, in each case, unless you either (i) lose any rights or other licenses, consents or permissions relating to any specific Title that are necessary for you to grant the rights granted hereunder or (ii) receive written notice of a third-party claim relating to a Title, which reasonably could result in legal liability for you; provided that LFC will only be obligated to withdraw the Title from a Subscription if you also concurrently obligate other subscription based services to withdraw the Title.

    We may fulfill any customer orders completed through the date the Titles are available on the Service. All withdrawals of Titles and Subscriptions will apply prospectively only and not with respect to any customers who purchased the Titles or Subscriptions prior to the date of removal, meaning that we will allow any customer who has previously purchased a Title for Digital Purchase or Digital Rental or a Subscription for Non-AllAccess PAss Subscription 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.

  • 15 Ownership; Feedback Subject to the rights you grant to us under this Agreement, as between us and you, you retain all ownership rights in and to the copyrights and all other rights and interest in and to your Titles and Subscriptions. We retain all ownership rights in and to the copyrights and all other rights and interests in and to the Program, the Program Site and all LFC properties, and any materials we use or provide to you for use relating to your Titles and Subscriptions (such as a generic cover image used for your Titles or Subscriptions if you do not provide one). We are solely responsible for, and will have full discretion with respect to the terms, features, and operation of the Program and the Program Site and related marketing, but our use of the Titles and Subscriptions will be subject to the terms of this Agreement. If you elect to provide suggestions, ideas, or other feedback to LFC or any of its Affiliates in connection with the Service, the Program, the Program Site or anything on the Program Site (“Feedback”), LFC and its Affiliates will be free to use and exploit the same in any manner without restriction and without any need to compensate you. This Agreement does not grant you any license or other rights to any intellectual property or technology owned or operated by us or any of our Affiliates, including, without limitation, any trademarks or trade names. Nothing in this Agreement restricts any rights we may have under applicable law or a separate agreement.
  • 16 Termination of Agreement. If either party is in breach of this Agreement and fails to cure such breach within 30 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. Following any termination or expiration of this Agreement, any provision which, by its nature or express terms should survive will survive such termination or expiration, including, but not limited to, Sections 16 through 20.
  • 17 Indemnification. You will indemnify, defend and hold harmless LFC, its officers, directors, employees, shareholders, affiliates, subcontractors, successors and assignees, from and 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 LFC that arise from or relate to: (a) any breach or alleged breach by you of any of your representations, warranties or obligations set forth herein; or (b) any claim that LFC’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. If we reasonably determine that a Claim might adversely affect us, we may take control of the defense at our expense (and without limiting your indemnification obligations).
  • 18 Limitation of Liability. LFC WILL NOT BE LIABLE TO THE CONTENT PROVIDER FOR ANY LOST PROFITS OR FOR ANY OTHER CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, EVEN IF LFC HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. LFC WILL NOT BE LIABLE TO CONTENT PROVIDER FOR DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR OTHER THEORY) OR OTHERWISE, FOR AN AGGREGATE AMOUNT IN EXCESS OF THE AMOUNT OF FEES DUE AND PAYABLE BY LFC UNDER THIS AGREEMENT FOR THE TWELVE-MONTH PERIOD PRECEDING THE CLAIM. NOTWITHSTANDING THE FOREGOING, THIS SECTION WILL NOT BE DEEMED TO WAIVE ANY OF CONTENT PROVIDER’S RIGHTS AT LAW OR IN EQUITY TO ENFORCE THIS AGREEMENT WITH RESPECT TO UNDISPUTED LICENSE FEE PAYMENTS DUE TO CONTENT PROVIDER BY LFC HEREUNDER. THE SERVICE IS MADE AVAILABLE ON AN AS IS BASIS AND LFC MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SERVICE, INCLUDING WITHOUT LIMITATION, (I) THAT THE SERVICE WILL ALWAYS BE AVAILABLE, ACCESSIBLE, OR OPERATE WITHOUT ERROR OR (II) AS TO THE VOLUME OF SALES OR LICENSE FEES THAT WILL BE GENERATED BY TITLES CONTENT ON THE SERVICE. TO THE EXTENT REQUIRED BY LAW IN THE RELEVANT JURISDICTION OF THE PARTIES, THE PARTIES DO NOT EXCLUDE OR LIMIT LIABILITY FOR DEATH OR PERSONAL INJURY, FRAUDULENT MISREPRESENTATION OR ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED BY SUCH APPLICABLE LAW.
  • 19 Confidentiality. You will not, without our express, prior written permission: (a) issue any press release, media pitch or make any other public disclosures regarding this Agreement or its terms; (b) disclose LFC Confidential Information (as defined below) to any third party or to any employee other than an employee who needs to know the information; or (c) use LFC Confidential Information for any purpose other than the performance of this Agreement. You may however disclose LFC Confidential Information as required to comply with applicable law, provided you: (i) give us prior written notice sufficient to allow us to seek a protective order or other appropriate remedy; (ii) disclose only that LFC Confidential Information as is required by applicable law; and (iii) use reasonable efforts to obtain confidential treatment for any LFC Confidential Information so disclosed. “LFC Confidential Information” means (1) any information regarding LFC, 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, (2) the nature, content and existence of any communications between you and us, and (3) any sales data relating to the sale of digital videos or other information we provide or make available to you in connection with the Program. LFC Confidential Information does not include information that (A) is or becomes publicly available without breach of this Agreement, (B) you can show by documentation to have been known to you at the time you receive it from us, (C) you receive from a third party who did not acquire or disclose such information by a wrongful or tortious act, or (D) you can show by documentation that you have independently developed without reference to any LFC Confidential Information. Without limiting the survivability of any other provision of this Agreement, this Section will survive three years following the termination of this Agreement.
  • 20 Miscellaneous. All rights granted to LFC under this Agreement may be exercised by LFC, its Affiliates, and subcontractors providing services in connection with the Service. Any LFC Affiliate may join as a party to this Agreement and will notify you if it does so. The joining LFC Affiliate will be entitled to exercise the rights that you grant under this Agreement. Each LFC party is severally liable for its own obligations under this Agreement and is not jointly liable for the obligations of other LFC parties. In addition, each LFC party is solely responsible with respect to its exercise of its rights and compliance with its obligations in connection with the territory or territories for which it is responsible, as determined by LFC in its sole discretion. You may not assign any of your rights or obligations under this Agreement without the prior written consent of LFC. A waiver by either party of any breach or default by the other party under this Agreement will not constitute a waiver of any other or subsequent breach or default by such other party. The failure of either party to enforce any term of this Agreement will not constitute a waiver of such party’s rights to subsequently enforce the term. The remedies specified in this Agreement are in addition to any other remedies that may be available at law or in equity. For the purposes of this Agreement, LFC and you are independent contracting parties, and nothing herein will be construed as creating an agency relationship, a fiduciary relationship, an employer-employee relationship, a partnership, a joint venture, or an obligation to form any such relationship or entity between LFC and you. You will not represent yourself to be an employee, representative, or agent of LFC or misrepresent the nature of your affiliation with LFC or the Program Site. You will have no authority to enter into any agreement on LFC’s behalf or in LFC’s name or otherwise bind LFC to any agreement or obligation.

    Any dispute or claim arising from or relating to this Agreement or the Program is subject to the binding arbitration, governing law, disclaimer of warranties and limitation of liability and all other terms in the LFC.com Conditions of Use. You agree to those terms by entering into this Agreement or using the Program. The United States Federal Arbitration Act, applicable United States federal law, and the laws of the State of Washington, without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and LFC relating to this Agreement or the Program.

    To be effective, except where specified otherwise in this Agreement, any notice hereunder by either party must be in writing and delivered (i) if by LFC, via email using the email address provided in your Program account, posting on the Program Site or message through your Program account or (ii) if by you, via email to contracts-legal@LFC.com. Notices will be effective and deemed received on the date transmitted or posted. This Agreement constitutes the complete and final agreement of the parties pertaining to the subject matter of this Agreement and supersede the parties’ prior agreements, understandings, and discussions related to the subject matter of this Agreement. If any term of this Agreement is held to be invalid, void or unenforceable, then the remaining terms of this Agreement will be unaffected and will be valid and enforceable to the fullest extent permitted by law. Nothing in this Agreement will restrict LFC from exercising any right it has pursuant to another applicable permission or would have at law in the absence of this Agreement