CONTENT ID and RIGHTS MANAGEMENT SERVICE AGREEMENT
This Content ID and Rights Management Service Agreement and the annexes attached hereto and incorporated by reference herein (collectively referred to as the “Agreement”) is made and entered into on the date of Freedom!’s written acceptance of your (the “Licensor”) submission (the “Effective Date”) where:
Freedom! Family Limited is a Limited Liability company with its head office located at Room 1501, Prosperity Tower, 39 Queen's Road Central, Hong Kong, hereinafter referred to as “Freedom!”
The Licensor as legally identified based on the documents provided as part of the submitted application for the Service.
(Individually referred to as a Party, collectively referred to as the “Parties”.)
WHEREAS, the Licensor has appropriate ownership of, or licenses to, audio visual digital content;
WHEREAS, Freedom! is in the business of broadcasting, streaming, distributing, marketing, and managing digital content on various Multimedia Platforms;
WHEREAS, the Parties desire for Freedom! to enforce the Licensor’s rights over its content;
WHEREAS, the Parties understand and agree that this Agreement is independent of any other agreement which either has entered into.
NOW THEREFORE in view of the foregoing, the Parties hereby agree to the following terms and conditions:
- “Account” means any account that Licensor creates on any Multimedia Platform with which Content is associated, where various functionalities are provided by the Multimedia Platform.
- “Claim” is the Usage Policy applied to Content and can involve both algorithmic and manual processes, where “Algorithmic” mean the automated provision of the Service and “Manual” mean any non-automated provision of the Service.
- “Content” means each unique audio, video, or audiovisual asset that Licensor owns or has duly licensed under Licensor’s name and has submitted, per Annex A, to Freedom! for the Service.
- “Dashboard” means the computer program or software tool provided by Freedom! that may be used by Licensor to access functionalities including reports and other related features.
- “Metadata” means reference data associated with Licensor’s Content as further described in Annex A.
- "Metadata Uploader" means the computer program, software tool or interface made available to Licensor for transmitting data associated with Licensor’s Content as further described in Annex A.
- “Multimedia Platform” means any technology or service that has the capability to host, display, store, or otherwise make available the Content, including but not limited to YouTube® and Facebook®.
- “Net Revenues” means, for each calendar month, payments received by Freedom! or Licensor from Multimedia Platforms related to the Service for the Licensor less any applicable withholding taxes, transaction fees, or other service fees.
- “Service” means the operations of Freedom!, its affiliates, and business partners to enforce Content rights, including to identify and take action against existing copyright or trademark infringement of the Content where the action will involve activities permissible by a Multimedia Platform such as flagging, monitoring, removing, blocking, or monetizing / claiming based on infringement of the Content. For clarity, Freedom! may Service the Content in the Licensor’s authorized Accounts.
- “Term” means the period from the Effective Date until the date of termination of this Agreement.
- “Territory” means worldwide unless otherwise designated by Licensor in the Metadata with respect to each item of Licensor Content.
- “Usage Policy” refers to the actions to be taken when a match of the Content is found on a specific Multimedia Platform; typical actions include block (i.e. stop that matched content from being displayed), takedown (i.e. remove the matched content and/or the associated account or channel), monetize (i.e. claim the earnings on that matched content), and track (i.e. create a record of that matched content but do nothing further), or such other policies as may be made available.
- REPRESENTATIONS AND WARRANTIES.
Each Party represents and warrants that it has full power, authority, and legal capacity (i.e. of legal age and of sound mind, in case of a natural person) to enter into the Agreement and that upon execution and delivery hereof, this Agreement shall constitute the valid and binding obligations of the Party. To the extent permitted by law, the Parties make no warranties other than the express warranties stated in this Agreement.
- Licensor further represents and/or warrants that:
- at no time during or after the term of this Agreement will the Licensor, directly or indirectly divert or attempt to divert any business from Freedom!, or induce or attempt to induce any client, licensee, or other third party to sever or breach any contractual, non-contractual, or prospective relationship with Freedom!;
- it will explicitly inform its clients, in writing, that are directly or indirectly associated with the Content, that Freedom! is providing the Service;
- it will abide by all of the terms of service of Freedom! and any Multimedia Platform in relation to the Service, including but not limited to YouTube’s Community Guidelines and Facebook’s Community Standards - some specific examples are below:
- Licensor will not, in its Content or anywhere else, display content which could be considered harmful to Freedom! or any Multimedia Platform and will not engage in disparagement of Freedom!;
- Licensor has acquired an exclusive worldwide license to monetise copies of any content submitted to the Service it does not own, and that it has conducted diligent and prudent checks to ensure its license is from the original owner of that content and that this owner has not provided these rights to anyone else;
- it has, and will maintain at its cost, throughout the Term, all rights, authorizations and licenses that are required in order for it to (i) fully perform its obligations hereunder; (ii) grant the rights, authorizations and licenses granted herein; (iii) permit Freedom! to exploit the Content as contemplated herein; and, (iv) accurately designate the Usage Policies;
- where requested or required, it will provide, to Freedom!’s satisfaction, proof of ownership, or proof of assignment of rights, if such were the case, of intellectual property and usage rights of the Licensor over the Content;
- Freedom!’s authorized use thereof does not infringe any third party right, including but not limited to rights arising from contracts between Licensor and third parties, copyright, trademark, trade secret, moral rights, privacy rights, publicity rights, image rights, or any other intellectual property rights.
- In the event of a breach by Licensor of its representations and warranties under this Section, Freedom!’s remedies will include the termination rights set forth in Section VII, withholding payments to Licensor, and the indemnity set forth in Section VIII.
- OWNERSHIP AND LICENSE GRANTED.
- Exclusive Rights
Licensor grants Freedom! an exclusive right and license to perform the Service on the Content in the Territory, which may require Freedom! to host, cache, route, index, transmit (including without limitation public transmission), reproduce, publish, adapt, communicate, store, copy, modify, stream, perform, publicly communicate, display, reformat, excerpt, analyze, synchronize, and create algorithms based on the Content.
- Non-exclusive Rights
Licensor grants to Freedom! a non-exclusive, worldwide, royalty-free license to use trademarks, trade names, name, designs and logos of Licensor pertaining to the Service for use in connection with presentations, marketing materials, financial reports, press releases, and customer lists.
- Content Ownership and Liability
Licensor will retain full control and ownership of, and absolute liability for, the Content. This Section III(C) shall survive after termination of this Agreement. However, Freedom! shall own all derivative works it creates from the Content, to the extent such is separable from the Content.
- LICENSOR OBLIGATIONS.
- Licensor shall deliver to Freedom! the Content in a timely manner in accordance with Freedom!’s then-current specifications, the most recent of which are incorporated herein by reference in Annex A.
- In case Licensor wishes to make updates to the Content or metadata it provided during the term of this Agreement, Licensor shall provide Freedom! with reasonable prior notice of any planned enhancements that affect the appearance or other elements of the Content.
- Licensor shall be responsible for procuring and paying for all necessary rights, licenses and clearances, including without limitation any required payments to recording artists, actors, songwriters, scriptwriters, producers and all other royalty participants arising from Freedom!’s performance of the Service.
- Licensor shall give the requisite access or authority for Freedom! to provide the Service for the Accounts on the Multimedia Platforms. For example, on Facebook and Instagram, Licensor would add Freedom! as Rights Manager Admin for its Account and securely provide login details.
- If payment as a result of the Service is made to Licensor or its representative by the Multimedia Platform, Licensor shall, in a timely manner, remit the percentage to Freedom! as indicated in Section VI(A) below, and provide Freedom! with all of the data related to the payment from the Multimedia Platform.
- Licensor shall be responsible for payment of all taxes due on the Net Revenues that Licensor receives from Freedom!.
- FREEDOM! OBLIGATIONS.
- Freedom! shall, where available to Freedom! on Multimedia Platforms, enable and enforce the application of the Licensor’s Usage Policy for the Content, involving both algorithmic and manual processes.
- Freedom! shall accurately calculate, report, and remit the correct amount of Net Revenues to Licensor.
- Freedom! shall provide Licensor monthly reports summarizing Service activity and related monetary amounts in the Dashboard or via Licensor’s designated email address stated in Section XII(J) below.
- SERVICE FEES, PAYMENTS, REPORTING.
- Where the Usage Policy is monetization, Freedom! shall earn and collect a fee for Service as a percentage of Net Revenues, with the remainder due to the Licensor within sixty (60) calendar days following the end of each calendar month, along with a report that breaks down the Net Revenues and fees.
Type of Claim
Fee to Freedom!
50% of Net Revenues
60% of Net Revenues
B. Where the Usage Policy is block, takedown, track, or other that has no monetization component, Freedom! shall invoice Licensor monthly based on the schedule directly below, or deduct the amount from Licensor’s portion of Net Revenues.
Type of Claim
Fee to Freedom! when number of non-monetized claims > 500
$500 plus $1 for each video above 500
$1,500 plus $3 for each video above 500
C. The payments made by Freedom! under Section VI(A) above are full and complete compensation for all obligations assumed by Licensor under this Agreement.
D. The payments will be made in US Dollars to an appropriate account that Licensor specifies in the Dashboard.
E. All fees or transaction costs related to paying Licensor, whether via PayPalⓇ or other payment methods, such as wire transfer, will be borne by the Licensor, including, if applicable, for currency conversion or fees related to Licensor’s election of an accelerated payment schedule.
- TERM AND TERMINATION.
This Agreement shall be in full force for a period of one (1) year, with automatic renewals for additional one (1) year periods unless either Party provides a written notice of termination to the other Party at least ninety (90) calendar days prior to the start of any renewal term.
Either Party (“non-breaching Party”) shall have the right to immediately terminate this Agreement if the other Party violates any of the provision(s) of this Agreement and does not rectify the violation to the non-breaching Party’s satisfaction within five (5) business days from notice. In case Freedom! is the non-breaching Party, it shall have the right to retain 100% of all Net Revenues, including those that have or may accrue, as liquidated damages for breach of this Agreement. In case Licensor is the non-breaching Party and payment is directly paid to it by the Multimedia Platforms, it shall have the right not to pay the fees that have accrued to Freedom! as liquidated damages for breach of this Agreement.
Furthermore, those terms and conditions of the Agreement intended by their nature to survive upon the termination of the Agreement shall survive and remain effective even after termination of the Agreement.
Licensor hereby agrees to indemnify, defend, and hold harmless Freedom!, its affiliates, syndication partners, and their respective shareholders, officers, directors, employees, agents, successors, contractors, licensees and assigns, from and against any and all causes of action, claims, damages, obligations, losses, liabilities, costs or debt, and expenses, including reasonable attorney's fees, incurred in connection with any third party claim based upon or otherwise arising out of Freedom!’s authorized use of the Content, or arising out of any breach by Licensor of any of the obligations, agreements, representations and/or warranties made hereunder, or by Licensor’s negligence or willful misconduct.
Each Party understands and acknowledges the terms of this Agreement are confidential except that the names of the Parties to this Agreement and the fact this Agreement exists between them may be made publicly available. From time to time during the performance of this Agreement, each Party may receive certain information from the other Party marked confidential. Neither Party and its affiliates will, without the express written consent of the other, disclose any confidential information disclosed by one Party to the other and designated confidential to any third party, nor to any employees, contractors, vendors, consultants or affiliates other than those employees who have an actual need to know such information in order to perform their duties.
- DATA PROTECTION.
- FORCE MAJEURE.
If either Party is delayed or prevented from performing its obligation by circumstances beyond its reasonable control, such Party will not be considered in breach of this Agreement. However, if the delay or prevention lasts for more than three (3) months, the other Party may terminate this Agreement with immediate effect by giving written notice.
- GENERAL COVENANTS.
- Independent Contractor. The Parties hereto are and shall remain independent contractors, and nothing herein shall be deemed to create an agency, partnership, employment relationship, or joint venture between the Parties hereto.
- Entire Agreement. Once the Agreement has been executed by the Parties, as of the Effective Date, it supersedes any and all prior written or oral agreements between the Parties in connection with the subject matter hereof. Further, the exclusivity clauses within this Agreement supersede and are superior over and above all other similar agreements signed by the Licensor.
- Severability. If any provision or clause of this Agreement or compliance by any of the Parties with any provision of this Agreement constitutes a violation of any law, or is or becomes unenforceable or void, then such provision will be deemed modified to the extent necessary so that it is no longer unenforceable.
- Non-Waiver. The failure of any Party to this Agreement to insist upon a strict performance or compliance of any of the terms, conditions and covenants hereof shall not be deemed a relinquishment or waiver of any right or remedy that either Party may have, nor shall it be construed as a waiver of any subsequent breach or default of the terms, conditions or covenants herein contained. Unless otherwise provided herein, no waiver of any right by either Party shall be deemed to have been made unless expressed in writing and signed by both Parties.
- Assignment. Neither Party may assign this Agreement without the prior written permission of the other Party; however, Licensor understands and agrees that Freedom! may freely assign this Agreement in the event of a sale of all or substantially all of its stock or assets.
- Amendment. Freedom! will update this Agreement from time to time to reflect changes in technology, law, our business operations, or any other reason we determine is necessary or appropriate. Material changes may be communicated to Licensor; others will be without notice to Licensor. Continued use of the Service constitutes acceptance of such modifications or amendments by Licensor; the latest version is available within the Dashboard provided to Licensor by Freedom!.
- Judicial Interpretation. Should any provision of this Agreement require judicial interpretation, the Parties agree that the court interpreting or construing the same shall not apply a presumption that the terms of this Agreement shall be more strictly construed against one Party than against another Party.
- Governing Law. This Agreement will be construed under, and governed by, the laws of Hong Kong without regard to its principles of choice of law as if all transactions were conducted in Hong Kong.
- Alternative Dispute Resolution. The Parties agree to first settle their differences through open and amicable discussions. If unsuccessful, any ongoing dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause.
The seat of the arbitration shall be Singapore. The Tribunal shall consist of 1 (one) arbitrator. The language of the arbitration shall be English.
- Notices. All notices or other communications or deliveries required or permitted to be made under this Agreement shall be in English and sent via email to the addresses below.
- To Freedom! via email@example.com
- To Licensor via the email address provided in the submitted Service application
Content Delivery to Freedom!
Licensor shall deliver to Freedom! all files related to the Content in the requisite format as designated by Freedom! within a web upload or an alternative delivery method specified or agreed to by Freedom!. Licensor shall provide passwords, keys or other means of access to Content. Freedom! may modify the required delivery formats and/or destination address at any time upon advance notice to Licensor.
Provision of Metadata for the Content
Licensor shall supply and deliver metadata for all Content pursuant to specifications provided by Freedom!. Licensor acknowledges that the tools employed by Freedom! require the provision of certain metadata to effectively identify and manage Content to supply the Service. The provision of incomplete, inaccurate, or improperly formatted metadata may result in the inability to provide an effective or accurate Service.
The Licensor metadata shall be relevant to all audio and video and shall include, at a minimum, the following information for each unique Content file:
- Legal name, identification, and current mailing and email address of the Content owner and beneficial owner
- An unredacted copy of the current license agreement between the Content owner and Licensor, authoritatively translated to English if required
- Known uploaded audio and video address, website, platform etc.
- Tags, titles, descriptions, and keywords
- Subject, description, resource type, format, resource identifier
- Identification of any excluded audio and/or visual components of the Content
- Language, if applicable
- Existing rights management
- Release information including artists, date, and version
- Territories for applying the Usage Policy
- Names of all music / video publishers and co-music / video publishers and percentage of ownership of all publishers and co-publishers
- ISRC and/or ISWC codes
- Genre from a pre-approved list of Freedom!-provided genres
- For audio Content, information on whether Licensor administers the synchronization and reproduction publishing rights
Neither the Content nor related metadata may include any third party promotions or other advertisements.
Content Ownership / Licensing Evidence
The following are some examples of what may be required for details of ownership / licenses:
- Videos = raw files / footage with creation details including permission from subjects within the video, and any third party licensing
- Audio = raw files with creation details including production particulars such as agreements with studios and musicians, and any related third party licensing