COPYRIGHTS MONETIZATION LICENSE AGREEMENT

INTRODUCTION

This agreement sets forth the rights, obligations, terms and conditions for the registration, negotiation, membership and remuneration for the content displayed on YouTube by the PARTNER.

If the PARTNER has previously signed, or signs during this present agreement, a specific contract with WIZDEO regarding, among other terms, terms dealing with the management of royalties, the terms of this said specific contract take precedence over the generic conditions below. 

ARTICLE 1 LICENSE

The PARTNER acknowledges having the exploitation of the rights on VIDEOGRAMS defined below. The PARTNER grants and assigns WIZDEO for these VIDEOGRAMS the exclusive right to manage the registration, negotiation, membership and remuneration by the royalties’ collection organisms which the PARTNER is eligible, including in particular the SACD / SCAM for France.

The VIDEOS are programs (meant in their entirety) or extracts from programs produced by the PARTNER or for which the PARTNER has licensed rights for, or a program produced by a third party and which the PARTNER has the rights for. The VIDEOS also include all metadata (titles, descriptions, tags) uploaded online and that accompany VIDEOS by the PARTNER, including the comments written from the PARTNER’s accounts on the Youtube video portal.

The PARTNER guarantees WIZDEO the benefit of assigned rights against any trouble, claim and eviction.

ARTICLE 2 PARTNER OBLIGATIONS

The PARTNER agrees to comply with all Terms of Use of SACD (https://www.sacd.fr/vous-allez-adherer) / SCAM (http://www.scam.fr/Portals/0/Contenus/documents/acte_adhesion/ConditionsAdhesion.pdf?ver=2017-12-12-232133-027) and with all Terms of Use of WIZDEO and of the portals on which his videos are published. In particular on the YouTube portal, especially the conditions relating to advertising (abusive sponsoring, incitements to click ads) and copyright (https://wizdeo.com/fr/conditions-generales).
Any changes to the Wizdeo Partner Program Terms and Conditions subsequent to the signing of this agreement are implicitly accepted.

The content of the VIDEOS is the PARTNER’s responsibility, WIZDEO shall not be held accountable for prohibited content for which the PARTNER does not hold the rights and that are uploaded online by the PARTNER.

The PARTNER agrees to provide WIZDEO, on request, the names of the holders of copyright and neighboring rights in musical works illustrating the VIDEOS if applicable (name of the author, composer, publisher, possibly arranger if there is one, the producer and the performer).

ARTICLE 3 WIZDEO OBLIGATIONS

WIZDEO is committed, under condition of eligibility of the PARTNER for SACD and SCAM and a minimum turnover (>750 € per year) to providing the best care in the execution of its license and to report quarterly for SACD, yearly for SCAM to the PARTNER on the progress of its monetization efforts.

ARTICLE 4 EARNINGS

The remuneration paid for the royalties is proportional to the audience and the category of the video according to the criteria of the organizations.

For the PARTNER, it is a question of remunerating the intellectual property of his creations of VIDEOGRAMMES.

For WIZDEO, it is a question of paying:

• The means implemented to increase the remuneration of the PARTNER
• The verification and analysis of the PARTNER's video catalog
• The verification of the conformity and the eligibility of videograms of the PARTNER
• The creation of the member account as well as all the administrative follow-up with organizations (SACD / SCAM)
• The declaration of the eligible videos of the PARTNER on the platform of the (SACD / SCAM)

ARTICLE 5 PARTNER EARNINGS

1 / VIDEOGRAMS eligible for the artistic royalty related to the copyright of the Partner:

WIZDEO will count only the VIDEOGRAMS eligible for the artistic royalty on the chain of the PARTNER.

This applies to revenue sharing, which is defined, individually for each chain of the PARTNER, as follows:

The VIDEOGRAMS eligible for the artistic royalty are counted for the the royalties’ collection organisms via their respective reports.

2/ VIDEOGRAMS of the PARTNER eligible and declared in the case of ending of the license or non-payment of owed sums:

For any ending of the license or refusal to pay by the PARTNER, WIZDEO will be authorized either to retain 100% of the income owed to the PARTNER, or to initiate an action for the recovery of sums owed for the entire duration of the contract as well as flat-rate compensation for recovery costs up to € 30 per day of delay, or both.

DIn the case where the PARTNER is also under contract: "CONTRACT FOR THE DISTRIBUTION OF AUDIOVISUAL PROGRAMS ON INTERNET AND MOBILE" with WIZDEO:
WIZDEO shall be entitled to retain up to 100% of the revenues from the AUDIOVISUAL PROGRAM DISTRIBUTION AGREEMENT ON INTERNET AND MOBILE "not paid on the previous months even to claim the videos of the chain of the PARTNER in order to recover the debts due.

ARTICLE 6 DURATION

The term will take effect upon acceptance of these terms and will continue for a duration of 3 (three) years following this date.

This duration is understood as relevant for any submission made by WIZDEO on behalf of the PARTNER.

Moreover the rules defined therein will still apply after the end of the stated duration for an additional duration of at most two years for any submission made during the initial duration. This will notably apply for corrective submissions related to the initial period of the contract or late payment by the author right management organism, for example.

This agreement shall be automatically extended at the end of the initial duration of 3 (three) years for an additional term of 1 (one) year, each of the following years.

Provided that the PARTNER and the WIZDEO have fulfilled all their obligations, the present terms can not be ended outside the anniversary dates by either party.

If the PARTNER or WIZDEO does not wish to renew the present agreement at the end of the agreement, the PARTNER or WIZDEO must inform the other Party at least 90 (ninety) days before the end of the duration of the ongoing term, by registered letter with an acknowledgement of receipt.

ARTICLE 7 PAYMENTS

PARTNER statements are wired by WIZDEO by electronic mail within 120 (one hundred and twenty) days after the end of each calendar quarter for the SACD and annually by the PARTNER for the SCAM.

For each period, the amounts of PARTNER’s royalties paid by SACD or SCAM to WIZDEO will only be considered definitive when not susceptible anymore to any corrective request by WIZDEO and when any correction requested has been made and paid.

From the date of the definitive payment, the reporting (quarterly for SACD, yearly for SCAM) is done by WIZDEO by email within 90 (ninety) days.

In the case where this monthly surrender indicates that Wizdeo owes money to the MANDANT, the settlement of the amounts will be paid on presentation of the corresponding monthly invoice, provided that the payment due to the PARTNER is equal or over 70 € (seventy euros). If the payment due to the MANDANT is less than 70 € (seventy euros), it will be added to the next month payment.

WIZDEO will have no obligation to pay any amounts, and is permitted to deduct or withhold any amounts owned, determined or reasonably suspected by WIZDEO in its sole discretion to have resulted from Action Fraud (so called “click fraud” or “impression fraud”) or fraudulent, misleading, or false activities as regards to Youtube and Dailymotion’s terms of service, guidelines, rules or privacy policies.

The payments will only take into account the amount received by WIZDEO on the operations concluded in the terms of the present agreement when they will be considered as definite, in other terms when the final client will have paid WIZDEO.

ARTICLE 8 PROMOTION

The PARTNER commits to support WIZDEO for the execution of its mission under the present agreement. 

ARTICLE 9 CONFIDENTIALITY CLAUSE

The PARTNER and WIZDEO understand and acknowledge that the existence of and terms of this agreement must be strictly confidential. The PARTNER and WIZDEO are not allowed, without the written consent of the other party, to reveal the terms of this agreement, or any information revealed by WIZDEO, to a third party, person or company.

ARTICLE 10 AGREEMENT TERMINATION

All of the above are integral parts of the agreement and have conditioned the commitments taken by both parties.

If one of the terms was not respected by a Party, the other Party may, 30 (thirty) days after sending a written warning that had no response, consider this agreement as terminated (without prejudice to the damages the non-defaulting Party may claim).

For all breaches of a party reported on time, the other party will be able to, within 8 (eight) days after the sending of a formal notice left unanswered, consider the present agreement as terminated, regardless of the compensatory obligations the former party could claim.

ARTICLE 11 GOVERNING LAW

Any dispute about validity, fulfilment or interpretation of this agreement will be judged in accordance with French law and fall under the jurisdiction of courts of Paris, France.