CONTENT AGREEMENT

This Content Agreement (“Agreement”) is entered into and made effective as of [DATE] (the “Effective Date”) by and between LBRY Inc. (“LBRY”) located at 834 Elm St, Manchester NH 03101 and [FULL LEGAL NAME OF LICENSOR] (“Owner”) located at [ADDRESS], and confirms the terms and conditions relating to the distribution of the audio-visual content described in Schedule “A-1” hereto and any subsequent Schedule A’s (i.e. Schedule A-2, Schedule A-3, etc.) which the parties may later agree to attach to this Agreement (collectively, the “Content”) through the digital application created and owned by LBRY which uses LBRY’s content distribution protocol to digitally distribute content directly to end-users (the “Channel”).  

For good and valuable consideration, the receipt and efficiency of which is hereby acknowledged, the parties have agreed as above and as follows:

DEAL TERMS

  1. Term.  The term of this Agreement shall commence as of the Effective Date and expire twelve (12) months from the date that the Content is uploaded to the Channel (the “Initial Term”).  Following expiry of the Initial Term, the Term shall renew automatically for successive 6-month periods, provided that Owner shall thereafter have the right to terminate this Agreement at any time by providing thirty (30) days written notice to LBRY.

  1. License Fee.  LBRY shall pay Owner a non-refundable license fee in LBRY Credits in the amount set forth in Schedule “A-1” (and any subsequent Schedule “A”s) hereto (the “License Fee”), payable within ten (10) days following the date on which the applicable Content Files are delivered to LBRY in accordance with this Agreement, and subject to receipt by LBRY of an invoice.  If a resident of the United States of America, Owner shall deliver to LBRY the completed Schedule “B” (IRS Form W-9) and hereby acknowledges individual tax liability for receipt of LBRY Credits. 

  1. Exploitation on the Channel.  Owner agrees to make the Content available for distribution on the Channel throughout the Term of this Agreement.  Through the Channel, end users shall be permitted to download the Content in exchange for digital currency credits (“LBRY Credits”).  Subject to the terms of this Agreement, Owner shall have complete control of the Content on the Channel and shall be responsible for setting the number of LBRY Credits which are to be charged to end-users for downloading the Content through the Channel.  All associated LBRY Credits generated in connection with the distribution of the Content on the Channel (“Gross Receipts”) shall be owned and controlled by Owner, and Owner may dispose of such LBRY Credits in its sole discretion.  Nothing herein will be construed as a representation of LBRY, express or implied, as to the amount of Gross Receipts to be realized from distribution on the Channel.  LBRY will provide Owner with a link on the Channel associated with the Content which shall enable Owner to view a summary of the activity relating to the Content on the Channel and the then-current amount of Gross Receipts generated in relation to the Content.  

  1. Delivery.  Owner will deliver digital files of the Content to LBRY in accordance with LBRY’s [YouTube content sync web page and authentication processes thereof](hyperlink).  LBRY will be responsible for making the Content available on the Channel on behalf of Owner.


These Deal Terms and the attached Standard Terms constitute the Agreement between the parties.  The provisions of these Deal Terms will govern and control over any conflicting provisions contained in the Standard Terms.  

IN WITNESS WHEREOF, Owner and LBRY have executed this Agreement as of the Effective Date to constitute a binding contract between them.

ACCEPTED AND AGREED TO:

[OWNER]

By:   ________________________

Its:   _________________________

ACCEPTED AND AGREED TO:

LBRY, INC.

By:________________________

Its: ________________________


STANDARD TERMS                

  1. LBRY Rights.  LBRY shall have the non-exclusive, limited right and license during the Term in connection with the Content and Materials to:

  1. host the Content and Materials on the Channel on behalf of Owner and store the Content and Materials for the purposes thereof;

  1. transmit, reproduce, display, distribute, exhibit and otherwise communicate the Content and Materials electronically via LBRY’s peer-to-peer distributed network on behalf of Owner for the purposes of making an electronic file embodying the Content available for download to end-users in exchange for LBRY Credits or such other form of payment as may be agreed by the parties, whereby such end users are licensed to retain the Content in perpetuity for playback an unlimited number of times, all in accordance with the terms of this Agreement;

  1. advertise, market, publicize, and promote the Content and the availability of the Content on the Channel by any and all means and methods and media, including but not limited to LBRY’s mailing lists, social media and LBRY web pages, and to use the Promotional Material and any other marketing or promotional materials made available by Owner;

  1. use the title(s) by which the Content is known;

  1. use any and all elements of the Content and Materials (including without limitation the names, voices, likenesses, photographs, and biographies of persons appearing in and/or connected with the Content), in connection with the marketing, publicity and promotion of the Content; and

  1. use LBRY’s logo in association with the promotion of the Content on the Channel.  

  1. Delivery.  The Content will be delivered to LBRY in accordance with LBRY’s technical specifications.  Encoding, transport and digitization costs associated with the Content and Materials shall be borne solely by Owner.  If LBRY discovers a technical defect in the Content Files, LBRY shall notify Owner, and Owner shall redeliver the Content Files in a timely manner.

  1. Cutting / Editing.  LBRY will not make, or authorize any others to make, any modifications, deletions, cuts, alterations or additions in or to the Content, copyright notices, credits or related materials (except for insubstantial technical modifications necessary to index and display the Content).

  1. Third Party Payments.  Owner has and will: (i) pay when due all residuals, participations, royalties new use, re-use payments, all payments to any union or guild, and similar amounts now owing or owed in the future to any and all third parties including, without limitation, grantors of underlying rights, directors producers, actors, scriptwriters, composers, publishers, record labels and collecting/rights societies, in respect of the exercise of the LBRY Rights in relation to the Content and Materials; and (ii) obtain and pay for all licenses and clearances required for exercise of the LBRY Rights in the Content and Materials, including without limitation with respect to all master/sound recording, synchronization, mechanical and publishing, in all media for the entire Term.  LBRY shall not have any liability now or in the future in respect of any of the foregoing.

  1. Representations and Warranties.  Each party represents and warrants that it has the full right, power, legal capacity and authority to enter into this Agreement.  Owner represents and warrants that (i) it has and will maintain throughout the Term all necessary rights in order for it to fully perform its obligations under this Agreement, grant the licenses set forth herein, and permit LBRY to use the Content and any other materials made available by Owner to LBRY; and (i) the Content and any other materials made available by Owner to LBRY and/or LBRY’s authorized use thereof do not infringe any third party right, including but not limited to rights arising from contracts between Owner and third parties, copyright, trademark, trade secret, moral rights, privacy rights, rights of publicity, or any other intellectual property or proprietary rights.    

  1. Indemnities.  Each party shall indemnify, defend and hold harmless the other and their affiliates, directors, officers, employees, and agents from third party claims arising from or related to a breach of such party’s obligations, agreements, representations and warranties and for any third party claims arising from or related to claims that the Content and any other materials made available by Owner to LBRY and/or LBRY’s authorized use thereof infringe any third party right, including but not limited to rights arising from contracts between Owner and third parties, copyright, trademark, trade secret, moral rights (to the extent permitted by law), privacy rights, rights of publicity, or any other intellectual property or proprietary rights.

  1. Withdrawal of Content.  LBRY shall have the right to remove the Content from the Channel if LBRY reasonably believes that Owner does not have the rights necessary to authorize LBRY to distribute the Content as contemplated herein, if LBRY reasonably believes that the continued distribution of the Content will subject it to a third party claim, or if required by applicable law or court order. 

  1. Breach / Termination.  Either party may terminate this Agreement prior to the expiration of the Term in the event that the other party breaches any material obligation contained herein unless such breach (if capable of remedy or cure) is cured within thirty (30) days of receipt of written notification of such breach.  Upon termination or expiration of this Agreement, LBRY shall cease to make the Content available on the Channel.

  1. Miscellaneous. 

  1. Force Majeure.  Neither LBRY nor Owner will be deemed to be in default hereunder for any delay or failure of performance on the part of any of either of them due to strikes not reasonably foreseeable, labour disturbances, failure or delay of transportation facilities, failure of transmission facilities, satellite failure, acts of God, act of government, war, cyber-attack or other similar events which could not reasonably be foreseen and which are not reasonably within the control of LBRY or Owner.

  1. Notices. “Notice” if and when required herein which any party will desire or be required to give to the other hereunder will be in writing and must be personally delivered or be sent by registered or certified mail, postage prepaid, by courier. Any such Notice will be deemed to have been delivered: (a) immediately in the case of personal delivery; (b) in the case of postal delivery on the second business day following the date of posting (the fifth business day if posted to another country) or on acknowledgement of receipt if earlier; or (c) on the date of receipt in the case of registered or certified mail.  

        

  1. Confidentiality. Neither party will disclose to any third party (other than their respective employees, in their capacity as such) any information with respect to the financial terms of this Agreement or any non-public information disclosed by one party to the other except: (a) to the extent necessary to comply with law or the valid order of a court of competent jurisdiction; (b) as part of its normal reporting or review procedure to its parent or subsidiary company, its partners, its auditors and its attorneys; and (c) in order to enforce or defend its rights pursuant to this Agreement in a legal proceeding.  

  1. Successors and Assigns. This Agreement will inure to the benefit of and be binding upon Owner and its successors and assigns and upon LBRY and its successors and assigns.  

  1. Entire Agreement. This Agreement supersedes and cancels all prior negotiations and understandings between the parties and contains all of the terms, conditions and agreements of the parties with respect to the transactions contemplated herein and no warranties, representations or agreements have been made between the parties except as herein expressly set forth. This Agreement may not be amended or modified except by a writing signed by both Owner and LBRY or their duly authorized representatives. If the terms of any other agreement between the parties hereto conflict with this Agreement, the terms of this Agreement will prevail.

  1. Severability. If any provision of this Agreement is adjudged by a court to be void or unenforceable, that provision will in no way affect any other provision of this Agreement, the application of that provision in any other circumstance, or the validity or enforceability of this Agreement. Such provision may be amended or modified only to the extent necessary to bring it within legal requirements.

  1. Dispute Resolution; Governing Law; Forum. In the event of any dispute relating to the subject matter of this Agreement, Owner will be limited to its remedies at law for monetary damages, if any, actually sustained by Owner. In no event will Owner be entitled by reason of breach or default to revoke, terminate, or rescind or alter this Agreement or to enjoin or restrain LBRY’s distribution or advertising of the Content or LBRY’s exploitation of the LBRY Rights, or to seek, accept, apply for or obtain any equitable remedies whatsoever against LBRY.  Neither party will be liable for indirect, consequential, special, punitive or exemplary damages arising from or related to this Agreement.  This Agreement will be governed by and interpreted in accordance with the laws of the State of New Hampshire and by the laws of the United States applicable therein (without regard to the conflicts of law provisions thereof). 

  1. Miscellaneous. Nothing in this Agreement will be deemed to constitute a partnership, joint venture or the relation of principal and agent between the parties. Except as expressly provided in this Agreement, no term of this Agreement is enforceable by any person who is not a party to it and nothing in this Agreement will create or confer any rights or other benefits on or in favor of any person who is not a party to this Agreement.  The titles and captions in this Agreement are inserted for reference and convenience only and in no way define, limit or describe the scope of this Agreement or intent of any provision. No waiver by either party of any breach or default of this Agreement will be deemed a waiver of any preceding or succeeding breach hereof. No waiver of any term or condition of this Agreement is effective, unless it is contained in a record authenticated by the party making the waiver. This Agreement may be signed in counterparts and each such counterpart will constitute an original document, and all such counterparts, taken together, will constitute one and the same instrument. Counterparts delivered by fax or by scanned PDF will have the same force and effect as an original. Neither of the parties hereto will hold itself out contrary to the terms of this provision, by advertising or otherwise.  

SCHEDULE “A-1” – CONTENT / LBRY CREDIT LICENSE FEE

CONTENT (CHANNEL NAME):  __________________________________

YOUTUBE CHANNEL ID:  ______________________________________

LICENSE FEE: (in LBRY Credits)  _____________________________