Performance to December 2014

AGREEMENT
Your joining Quiz Group Partnership Program on YouTube (the “QG Program”) is subject to the
terms of this legal agreement between you and Quiz Group. "Quiz Group" means Quiz Group
LLC, whose principal place of business is at Pokrovka str. 1/13/6, bld. 2, office 35, Moscow
101000, Russian Federation. This Agreement shall become effective from the moment (the
“Initiation Date”) when You submit application form on the Quiz Group website posted at
http://quizgroup.ru/services/ (the “Form”).
The terms and conditions and the exhibits attached hereto form part of the agreement between
You and Quiz Group and references to “Agreement” shall include the terms and conditions and
the exhibits.
INTRODUCTION
(A)
Google and its associated companies provide storage and hosting services on the
YouTube website at the direction of users that seek to make their content available to end
users via the Internet and other forms of distribution under the Terms of Service posted at
http://www.youtube.com/static?gl=GB&template=terms. In order to join the QG Program,
You must firstly agree to the YouTube Terms of Service. You may not join the QG
Program if You do not accept the YouTube Terms of Service. “Google” means Google
Ireland Limited, whose principal place of business is at Gordon House, Barrow Street,
Dublin 4, Ireland.
(B)
Quiz Group is a distributor of audio and/or audiovisual content which is owned by or
licensed to Quiz Group.
(C)
You desire that Quiz Group provides Your content monetization by storing and hosting
certain of Your content, and making available all or a portion of such content to end users
of the Google Services (as defined in Exhibit A) in accordance with the terms and
conditions of this Agreement.
(D)
To agree the Effective Date, the Initial Term, the Territories, currency of payments,
revenue share rate, bank details (if applicable), details of Your Content, Quiz Group shall
send at your e-mail address an additional agreement (The “Additional Agreement” as per
the form contained in Exhibit B). “Your e-mail address” means e-mail address, which you
have filled in the Form.
AGREEMENT
1.
DEFINITIONS
1.1
This Agreement uses some terms which have specific defined meanings. These terms
are set out in Exhibit A to this Agreement.
2.
YOUR CONTENT AND CONTENT MANAGEMENT
2.1
Licence. You hereby grant Quiz Group a non-exclusive license to:
2.1.1
copy, host, crawl, cache, route, transmit, store;
2.1.2
2.1.3
2.1.4
2.1.5
modify (as described in this Agreement), adapt, translate into machine-readable form,
reformat, and create excerpts of;
communicate and make available;
analyze and create algorithms based on; and
otherwise use;
Your Content on the Google Services (including in combination with other content) in
order to:
2.1.6
2.1.7
2.1.8
2.1.9
host Your Content;
index Your Content;
communicate Your Content to the public (in whole or in part) in the Google Services in
the Territories; and
make continuing improvements to the Google Services.
This license may be sublicensed by Quiz Group to Google and its associated companies
in connection with the use, supply and operation of the Google Services.
2.2
Except as expressly provided in this Agreement, Quiz Group shall not cut, edit, change,
add to, delete from or revise any Your Content without the express prior written consent
of yours in each instance; provided however, that You understand and agree that Quiz
Group is permitted under this Agreement to make modifications to Your Content in order
to index and communicate (in whole or in part) Your Content to the public as provided
hereunder.
2.3
Distribution and display of content. You grant Quiz Group rights to display and
distribute Your Content in the following ways:
2.3.1
YouTube Embeds: Quiz Group may enable YouTube Embeds for:
(a)
Your Content videos (on a „per video‟ or an „all video‟ basis);
and such video will be available for display:
(c)
in any Google Service or those Google Services targeted to or optimized for
display via mobile devices or television; or
(d)
on third party websites.
For the avoidance of doubt, YouTube Embeds are default “on”.
2.3.2
AdSense Syndication: Quiz Group may enable the communication to the public of any
and all Your Content videos via Google AdSense Partners.
2.3.4
Territories and IP Restrict: You may specify in the Additional Agreement the Territories
for each individual item of Your Content. Quiz Group will use reasonable endeavours via
Google to restrict access to playback of Your Content to those IP addresses as received
by Google that correspond to the Territories. Notwithstanding the foregoing, Google
does not guarantee that its efforts to limit or prevent such access will in every instance
be effective. You understand and agree that such access shall not be deemed a breach
of this Agreement by Quiz Group or Google.
2.4
Your Content and Delivery. During the Term, Quiz Group will deliver Your Content
specified in the Additional Agreement. You shall not deliver to Quiz Group any Your
Content that is comprised substantially of third party materials unless You is the
exclusive licensee of online distribution rights for the underlying material.
2.5
Production. Google has the sole right and decision making authority with respect to the
design, appearance, functionality, hosting, performance, and maintenance of the Google
Services, including but not limited to the YouTube Website.
2.6
The license in clause 2.1 includes (and You is responsible for) all licenses, rights and
clearances that are required to use any underlying and third party content that is
incorporated in, synchronized with or is part of Your Content in accordance with this
Agreement (subject to Google‟s limited obligations in clause 2.8 below), and references
in this Agreement to Your Content shall include references to such third party content,
including:
2.6.1
obtaining adequate performer's consents and releases in respect of Your Content, and
Quiz Group's exploitation or other use of the same as set out in this Agreement,
including, without limitation, all performer‟s rights conferred pursuant to Part II of the
Copyright, Designs and Patents Act 1988 as amended and all similar and analogous
legislation in the Territories;
compliance with any requirements arising as a result of moral rights or similar rights to
which any third party is or may be entitled in respect of Your Content;
the timely payment of any and all residual, participation and/or repeat fee payments, and
any other payments to writers, artists, performers, producers or directors incurred as a
result of Quiz Group‟s exploitation of any of its rights under this Agreement, and
ensuring that such payments represent the entire consideration for Your Content and the
exploitation thereof, including full and proper equitable remuneration;
the timely payment of any other royalties, fees and/or sums payable with respect to Your
Content, and any metadata and other materials provided by You under this Agreement.
2.6.2
2.6.3
2.6.4
2.7
You shall provide Quiz Group with such information at such intervals as is necessary for
Google to fulfil its obligations pursuant to clause 2.8 below, including (without limitation)
music cue sheets, and such other information as Quiz Group may reasonably request
from time to time.
2.8
Conditional upon You fulfilling your obligations in clauses 2.6 and 2.7, Google shall be
responsible for clearing and making payment of any associated royalties in respect of
the reproduction and making available of any musical compositions (which, for the
avoidance of doubt, means lyrics and musical score and not sound recordings)
contained in Your Content, (or any part thereof) as a result of the licensed exploitation of
Your Content, pursuant to this Agreement (but shall not, for the avoidance of doubt, be
responsible for any clearances or payments set out in clause 2.6). In the event that You
owns or controls any part of the rights that Google is obliged to clear pursuant to this
clause 2.8, You shall not withhold, interfere with or otherwise deal with those rights in
such a way as to frustrate the purpose of this Agreement.
3.
CONTENT TAKEDOWNS
3.1
Your Takedowns. You may:
3.1.1
initiate the removal of Your Content from the Google Services on thirty (30) days prior
written notice to Quiz Group. You shall serve a notice from Your e-mail address to
[email protected] Quiz Group shall confirm the receipt of such notice by sending a
confirmation message to Your e-mail address.
In the event that any such material continues to appear in Google Services in the
Territories more than forty-eight (48) hours after You has successfully initiated a removal
as set out above, You shall notify Quiz Group of the URL of the material concerned by
sending an email to [email protected] and Quiz Group will use reasonable endeavours
to remove such material from display in the designated Territories within twenty (20)
days of confirmed receipt of such notice.
3.2
Quiz Group Takedowns. While nothing in this Agreement obliges Quiz Group to
monitor Your Content, if Quiz Group is notified by Google or otherwise becomes aware
or determines in its sole discretion that:
3.2.1
Your Content (or any part thereof), or Your Brand Features:
(a)
violates the Intellectual Property Rights or any other rights of any third party;
(b)
violates any applicable law, regulation or code of practice or is subject to an
injunction or other action by a third party;
(c)
is pornographic, obscene or otherwise violates Google‟s policies, including
without limitation those on the YouTube Site (as may be updated by Google or
YouTube from time to time in its sole discretion);
(d)
is being improperly or illegally distributed by You; or
(e)
may otherwise create liability for Quiz Group, Google or its associated
companies; or
3.2.2 the display of Your Content is impacting the integrity or performance of Google Services
(by way of example only, end users are unable to access or otherwise experience
difficulty accessing Your Content);
Quiz Group may, in its sole discretion, suspend display of, chose not to display, or cease
displaying any or all of that Your Content or Your Brand Features in the Google Services
(or any part thereof) with no liability to Quiz Group or Google.
4.
GRANT AND LIMITATIONS OF RIGHTS
4.1.1
You shall not sell, lease, lend, convey, modify, adapt, translate, prepare derivative works
from, decompile, reverse engineer, disassemble or attempt to derive source code from
the Google Services, or any other Google technology, user interface techniques,
software, materials, or documentation.
If any particular Your content file yields erroneous results, or is not updated or verified by
You, Quiz Group may remove such file and Quiz Group will notify You of such removal.
You shall not make false claims on User Videos or otherwise abuse. Your false claims or
abuse shall entitle Quiz Group to terminate this Agreement on written notice to You.
4.1.2
4.2
Disputes. If a third party provides Quiz Group or Google with a claim:
4.2.1
then
of ownership of any material contained within Your Content;
Your content may be blocked from the YouTube Website and the YouTube Video
Player; and payments accruing to You pursuant to clause 8.1 in relation to such content
may be suspended or cancelled; and You will cooperate with and participate in any
procedure established by Quiz Group or Google to resolve the dispute. If, during the
course of evaluating whether You have rights to specific content, You review content
designated as private by a user, Quiz Group will not disclose the content to any third
party except as necessary for this process or a judicial proceeding.
5.
ADVERTISING
5.1
You acknowledge and agree that Quiz Group or Google may serve advertising in any
and all Google Services, including but not limited to the display of ads on the Playback
Pages, Your Content and within the YouTube Video Player in conjunction with the
display or playback of Your Content. Such ads may appear in the style and format that
may be offered by Quiz Group or Google and as may be modified from time to time by
Quiz Group or Google. You shall ensure that Your Content does not include any
promotions, sponsorships or other advertisements (except for those promoting Your own
products or services). If any such ads are included as part of Your Content, Quiz Group
may elect not to serve advertisements that would be subject to the revenue share in
clause 8.1 below or to remove any such Your Content from display to end users entirely.
6.
BRAND FEATURES AND RESERVATION OF RIGHTS.
6.1
Brand Features License. You grants to Quiz Group or Google a limited, non-exclusive,
worldwide, royalty-free license to use Your Brand Features for use in connection with the
Your Brand Channel and Your Content and in order to fulfil its obligations under this
Agreement, and for use in presentations, marketing materials, financial reports, press
releases and customer lists (which includes, without limitation, customer lists posted on
Quiz Group‟s or Google‟s web sites and screen shots of Your Content contained in
Google Services). Quiz Group grants to You a limited, non-exclusive, worldwide, royaltyfree license to use the Quiz Group Brand Features solely in order to fulfill its obligations
under clause 7.2, or otherwise on prior written approval by Quiz Group (which may be
given by email) and in each case in accordance with such guidelines as Quiz Group may
notify You of from time to time.
6.2
All use by a party of the other‟s Brand Features (including any goodwill associated
therewith) shall inure to the benefit of the party who is the owner of such Brand
Features. Neither party shall challenge or assist others to challenge the Brand Features
of the other (except to protect such party‟s rights with respect to its own Brand Features)
or the registration thereof by the other party, nor shall either party attempt to register any
Brand Features or domain names that are confusingly similar to those of the other party.
7.
CONFIDENTIALITY AND PR.
7.1
Quiz Group may issue a press release after the Effective Date, announcing that You is
participating in the Google Services. Subject to the obligation in clause 7.2 below, You
shall not issue any public announcement regarding the existence or terms of this
Agreement without Quiz Group‟s prior written approval.
7.2
Promotion. From the Effective Date, You shall promote the availability of Your Content
on the Google Services on Your web site(s) in a manner or a form as may be agreed
with Quiz Group from time to time (and such agreement may be notified by Quiz Group
in an email to You).
8.
PAYMENT AND REPORTS
8.1
During the Term Quiz Group shall pay to You Revenue Share of Ad Revenues at Rate
which shall be mutually agreed in the Additional Agreement.
Ad Revenues shall not include those items set out in clause 8.4 below, or any taxes.
Google shall retain all other revenues derived from the Google Services generated by
ads or otherwise, (including without limitation any revenues from ads that may appear on
any search results pages). The number of queries, impressions of and clicks on ads as
reported by Google, shall be the number used in calculating payments hereunder, if any.
8.2
Payments to You shall be sent by Quiz Group within approximately sixty five (65) days
after the end of any calendar month, provided that Your earned balance is $300 or more.
When Your monthly earned balance is less than $300, there will be no payment and the
balance will accumulate until it exceeds $300, at which time it will be paid to You in
accordance with the preceding sentence.
8.3
Payments to You shall be made by electronic transfer to the account notified to Quiz
Group by You for that purpose in the Additional Agreement or by other form of payment
specified in the Additional Agreement. All payments due to You shall be in the currency
specified in the Additional Agreement. Each party will be responsible for the fees,
commissions and debits charged by their banks with respect payments under this
Agreement.
Non-Qualifying Ads.
Notwithstanding the foregoing, Quiz Group shall not be liable to make any payments to
You based on:
(a)
invalid queries, invalid impressions, or invalid clicks on ads, generated by any
person, bot, automated program or similar device, including, without limitation,
through any clicks or impressions:
(i)
originating from Your IP addresses or computers under Your control; or
(ii)
solicited by payment of money, false representation or request for end
users to click on ads;
(b)
ads delivered to end users whose browsers have JavaScript disabled;
(c)
ads benefiting charitable organizations and other placeholder or transparent ads
that Google may deliver;
(d)
Google advertisements for its own products and/or services;
(e)
impressions or clicks co-mingled with a significant number of invalid clicks or
impressions described in (a) above; and/or
(f)
any activity which is a breach of clause 8.6 or 9 by You;
in each case as reasonably determined by Quiz Group.
8.4
8.4.1
8.4.2
Quiz Group reserves the right to withhold payment of, or set off against Your account,
amounts due as a result of any of the foregoing, pending Quiz Group‟s reasonable
investigation of any of the above reasons and You agree to cooperate with Quiz Group
in its investigation of any of the foregoing.
8.5
Except as otherwise agreed to, for purposes of providing You payment under this
Agreement, Quiz Group may create an account for You, where You will be able to
access information about advertising revenue payments to You. You understand and
agree that this account is made available to You for this purpose only, and that the
account may not be used for any other purpose unless expressly agreed to otherwise by
You and Quiz Group. To ensure proper payment, You are solely responsible for
providing and maintaining accurate contact and payment information associated with
your account. All payments made in connection with this Agreement are exclusive of
taxes imposed by governmental entities of whatever kind and imposed with respect to
the transactions for services provided under this Agreement, and You agree to pay all
applicable taxes or charges imposed by any government entity in connection with its
rights and obligations under this Agreement without deduction or set-off. Any bank fees
related to returned or cancelled payments due to a contact or payment information error
or omission may be deducted from the next issued payment.
8.6
You shall not, and shall not authorize or encourage any third party to directly or indirectly
generate queries, impressions of or clicks on any ads or otherwise obtain access to Your
Content through any automated, deceptive, fraudulent or other invalid means, including
but not limited to through repeated manual clicks, the use of robots or other automated
query tools and/or computer generated search requests, and/or the fraudulent use of
other search engine optimization services and/or software. Quiz Group reserves the right
to investigate, at its own discretion, any activity that may violate this Agreement,
including but not limited to any use of a software application to access ads or any
engagement in any activity prohibited by this Agreement.
8.7
Within forty (40) days of the end of each month, Quiz Group shall provide You with any
usage reports in the form generally made available to rights holders at that time.
9.
REPRESENTATIONS AND WARRANTIES.
9.1
You and Quiz Group represent and warrant that both You and Quiz Group have the full
power and authority to enter into this Agreement.
9.2
9.2.1
Your warranties. You represent and warrant that:
You have, and will maintain throughout the Term, all rights, clearances, authorizations
and licenses that are required in order for:
(a)
You to fully perform Your obligations under this Agreement;
(b)
to grant the rights and licenses granted; and
(c)
Quiz Group to use Your Content, Your Brand Features as permitted in
accordance with this Agreement.
Your Content, Your Brand Features do not infringe any third party right, including but not
limited to rights arising from contracts between You and third parties, Intellectual
Property Rights, trade secrets, privacy rights and rights in relation to personal data,
rights of publicity, or any other proprietary rights, and are not subject to any dispute,
obligation or third party interest which may prevent or restrict in any way the exploitation
of Your Content, Your Brand Features as set out in this Agreement;
Your Content provided to Quiz Group by You, will not contain or originate any
contaminated file, viruses, worms, Trojan horses or other similar harmful components.
9.2.2
9.2.3
9.3
Apart from the terms set out in this Agreement, and subject to clause 11.1, no
conditions, warranties or other terms shall apply. In particular, no implied conditions,
warranties or other terms relating to satisfactory quality or fitness for any purpose will
apply to anything supplied by either party. Quiz Group makes no warranty or
representation (a) that the Google Services or technology provided by Google will be
uninterrupted or error-free, including the delivery of Your Content and/or any limitations
on end user access to or use of Your Content; (b) that results or information obtained
from Google Services, the YouTube Website, or the Google web sites will be accurate or
reliable; or (c) in relation to the performance of computers, technology, networks or ads
(including but not limited to warranties relating to the positioning, levels, quality or timing
of: (i) availability and delivery of any impressions, creative or targets; (ii) conversions or
other results for any ads or targets; (iii) the accuracy of any Your data (e.g. reach, size of
audience, demographics, purported characteristics of audience); and (iv) the adjacency
or placement of ads).
10.
INDEMNIFICATION.
10.1
Your Indemnity. You shall indemnify (and keep fully and effectively indemnified) Quiz
Group from and against any and all claims, demands, causes of action, debt or liability,
including reasonable legal fees (“Losses”) incurred by Quiz Group or its associated
companies and any of their respective directors, officers, employees, agents, contractors
and licensees (the “Indemnified Parties”) in connection with:
10.1.1 any third party claim based on or otherwise arising out of the Indemnified Parties‟ use as
authorized in accordance with this Agreement of any Your Content, Your Brand Features
or any other materials made available by You;
10.1.2 a breach of Your representations and warranties in clauses 9;
10.1.3 a claim that Your Content contains any content that is defamatory, obscene, or
otherwise in breach of any applicable law, regulations or codes of practice;
10.1.4 a claim that the Your Site (including products and services therein) violates or
encourages violation of any applicable laws, regulations or codes of practice; and/or
10.1.5 a claim resulting from Your actual or anticipated breach of its obligations under clauses
2.1, 2.6 or 2.7.
10.2
Procedure. The obligations under clauses 10.1 above shall exist only if the party
seeking the benefit of such obligations:
10.2.1 promptly notifies the indemnifying party of such claim;
10.2.2 provides the indemnifying party with reasonable information, assistance and cooperation
in defending the claim; and
10.2.3 gives the indemnifying party full control and sole authority over the defense and
settlement of such claim (provided the indemnifying party will not settle or resolve any
such claim in a manner that admits or imposes any liability or obligation on the
indemnified party or affects the indemnified party‟s rights in connection therewith without
the advance written approval of the indemnified party, which will not be unreasonably
withheld or delayed).
10.2.4 The indemnified party may appoint its own supervising counsel of its choice at its own
expense.
11.
LIMITATION OF LIABILITY
11.1
Nothing in this Agreement shall exclude or limit either party‟s liability for:
11.1.1 death or personal injury resulting from the negligence of either party or their servants,
agents or employees;
11.1.2 fraud or fraudulent misrepresentation;
11.1.3 breach of any implied condition as to title or quiet enjoyment;
11.1.4 misuse of Confidential Information; or
11.1.5 claims under any of the indemnities in clause 10.
11.2
Subject to clause 11.1, neither party shall be liable in contract, tort (including, without
limitation, negligence), pre-contract or other representations or otherwise arising out of
or in connection with this Agreement for:
11.2.1 any economic losses (including, without limitation, loss of revenues, profits, contracts,
data, business, anticipated savings or cost of substitute services);
11.2.2 any loss of goodwill or reputation; or
11.2.3 any special, indirect or consequential losses;
(in any case, whether or not such losses were within the contemplation of the parties at
the date of this Agreement) suffered or incurred by that party arising out of or in
connection with the provisions of, or any matter under, this Agreement.
11.3
Subject to clauses 11.1 and 11.2, each party‟s total aggregate liability arising from or in
connection with this Agreement and in relation to anything which the party concerned
may have done or not done in connection with this Agreement (and whether the liability
arises because of breach of contract, negligence or for any other reason) shall be limited
to the greater of either: (a) 125% of the amount paid or payable by Quiz Group to You
under this Agreement; or (b) €25,000.
12.
TERM AND TERMINATION.
12.1
This Agreement will commence on the Initiation Date and shall continue thereafter for a
period specified in the Additional Agreement (the “Initial Term”) unless terminated earlier
as provided for in this Agreement. Thereafter, this Agreement will automatically continue
for a period of one (1) year until terminated in accordance with its terms (the Initial Term
and any further renewal term, to be referred to collectively as the “Term”).
12.2
Either party may suspend performance and/or terminate any Agreement if the other
party:
12.2.1 is in material breach of the Agreement where the breach is incapable of remedy; or
12.2.2 is in material breach of the Agreement where the breach is capable of remedy and fails
to remedy that breach within thirty days after receiving written notice of such breach.
12.3
Either party may suspend performance and/or terminate this Agreement with immediate
effect, if: (i) a meeting of creditors of the other party is held or an arrangement or
composition with or for the benefit of its creditors (including a voluntary arrangement as
defined in the Insolvency Act 1986) is proposed by or in relation to the other party; (ii) a
chargeholder, receiver, administrative receiver or other similar person takes possession
of or is appointed over or any distress, execution or other process is levied or enforced
(and is not discharged within seven days) on the whole or a material part of the assets of
the other party; (iii) the other party ceases to carry on business or is deemed to be
unable to pay its debts within the meaning of section 123 Insolvency Act 1986; (iv) the
other party or its directors or the holder of a qualifying floating charge gives notice of
their intention to appoint, or makes an application to the court for the appointment of, an
administrator; (v) a petition is presented (and is not discharged within 28 days) or a
resolution is passed or an order is made for the administration or the winding-up,
bankruptcy or dissolution of the other party; or (vi) an event analogous to any of the
above happens to the other party in any jurisdiction in which it is incorporated or resident
or in which it carries on business or has assets.
12.4
Quiz Group may terminate this Agreement immediately upon written notice to You if You
breaches any of the representations and warranties contained in clause 9.2 of this
Agreement.
12.5
Either party may terminate this Agreement at any time on thirty (60) days prior written
notice to the other.
12.6
Upon any termination of this Agreement, Quiz Group shall use reasonable endeavours
to cease display of Your Content to end users within thirty (40) days of the effective date
of termination.
12.7
Termination of this Agreement will not affect any accrued rights or liabilities which either
party may have by the time termination takes effect.
13.
GENERAL
13.1
Assignment. You shall not assign or otherwise transfer its rights or delegate Your
obligations under this Agreement, in whole or in part, without the prior written consent of
Quiz Group (which shall not be unreasonably withheld or delayed). Quiz Group may subcontract any of its obligations under this Agreement in whole or in part at its sole
discretion, provided that Quiz Group shall remain liable to You for any obligations that
are so sub-contracted. Quiz Group may assign or transfer any of its obligations or rights
under this Agreement to its associated companies in whole or in part at its sole
discretion. Otherwise Quiz Group may not assign or transfer any of its obligations or
rights under this Agreement in whole or in part without Your prior written consent (which
shall not be unreasonably withheld or delayed).
13.2
Notices. Unless provided for to the contrary in this Agreement, any and all notices or
other communications or deliveries required or permitted to be made under this
Agreement shall be sent (a) if to You at Your e-mail address or to address identified in
the Additional Agreement and (b) if to Quiz Group to the following address/fax number:
Quiz Group LLC.
Pokrovka str. 1/13/6, bld. 2, office 35, Moscow 101000, Russia
Fax number: +7 (499) 242 16 03
Notice shall be deemed received (i) upon receipt when delivered personally, (ii) upon
written verification of receipt from overnight courier, (iii) upon verification of receipt of
registered or certified mail or (iv) upon verification of receipt via facsimile, provided that
such notice is also sent simultaneously via first class mail. Each party may change its
address for service of notices by serving notice on the other in accordance with this
clause 13.2.
13.3
Relationship. The parties are and will remain independent contractors and nothing in
this Agreement will be deemed to create any agency, partnership, or joint venture
relationship between the parties. Neither party will be deemed to be an employee or
legal representative of the other nor will either party have any right or authority to create
any obligation on behalf of the other party.
13.4
Neither party shall be liable for failing or delaying performance of its obligations resulting
from any condition beyond its reasonable control, including but not limited to,
governmental action, acts of terrorism, earthquake, fire, flood or other acts of God,
labour conditions, power failures, and Internet disturbances.
13.5
The invalidity, illegality or unenforceability of any provision of this Agreement shall not
affect or impact the continuation in force of the remainder of this Agreement
13.6
The failure to require performance of any provision will not affect a party‟s right to require
performance at any time thereafter; nor will waiver of a breach of any provision
constitute a waiver of the provision itself.
13.7
This Agreement represents the entire terms agreed between the parties in relation to its
subject matter and supersedes any all previous contracts or arrangements of any kind
between the parties relating to the subject matter. The preceding does not limit or
exclude either party‟s liability for fraud or fraudulent misrepresentation.
13.8
This Agreement shall be governed by and construed in accordance with English law and
the parties hereby submit to the exclusive jurisdiction of the English courts in respect of
any dispute or matter arising out of or connected with this Agreement. If this Agreement
is translated into any other language and if there is a discrepancy in interpretation
between the English text and the text of such other language, the English text will
govern.
Exhibit A
Defined Terms
Term
Ad Revenue(s)
Definition
Recognized revenue directly and identifiably arising from ads
provided by Google (or an approved third party recognized by
Google) and displayed on or streamed in the YouTube Video Player
or on Playback Pages in conjunction with the streaming of Your
Content.
Brand Features
All trademarks, trade names, name, designs and logos of the party
concerned.
Effective Date
Date from which the Additional Agreement shall become effective.
Google
Adsense Those associated companies and partners (including syndication
Partners
partners) who have contracted with Google to receive the Google
video content syndication product and who, in connection with such
relationship with Google, display multimedia content, which may
include Your Content so enabled through the usage of the AdSense
syndication flag, together with related advertising.
Google Services
The YouTube Website and Google‟s (and/or its associated
companies‟) other websites, products (including the YouTube Video
Player) and/or services, including API‟s and those available for
syndication.
Google Video
The
Google
branded
video
destination
located
at
http://video.google.com, including all mirror and derivative sites, all
replacements or successor versions, and all international versions of
the same.
Intellectual Property All copyright; moral rights; patent rights; trade or service marks;
Rights
design right; semiconductor topography rights; rights in or relating to
databases; rights in or relating to confidential information; rights in
relation to domain names; privacy or publicity rights and any other
intellectual property rights (registered or unregistered) throughout the
world; including all rights of reversion and rights to any applications
and pending registrations and the right to sue for and recover
damages for past infringements.
Metadata Feed
An XML feed or other method specified by Google used by Quiz
Group to supply necessary information about Your Content.
Playback Pages
A page or pages on the YouTube Website where users will be able to
playback at no cost the selected Your Content and to view more
detailed information relating to the same. Playback Pages in Google
Services may be revised or modified by Google or its associated
companies in its sole discretion.
Territories
That territory/those territories designated in the Additional Agreement
in respect of each item of Your Content.
User Video(s)
Any video submitted to the YouTube Website and/or Google Video by
a user.
Work(s)
Audio and/or audiovisual work(s) owned or controlled by You or Quiz
Group.
Your Content
The audiovisual content (whether owned by You or licensed to You
by a third party) received by, or made available to Quiz Group from or
by You via the delivery means and described in the Metadata Feed
(or Google-provided interface to the metadata), and all data and
information contained within or provided to Quiz Group by You in
association with such content, including but not limited to all
information provided in the Metadata Feed, text, images, third party
Brand Features, closed captioning, metadata, literary, dramatic and
musical works, films and sound recordings, and any copies that Quiz
Group makes of any or all of the foregoing.
YouTube Embed
The Google Service that permits Google and its associated
companies to display Your Content within the YouTube Video Player
on third party websites and in Google Services in addition to the
YouTube Website.
YouTube
Video One or more computer program players made available to end users
Player
which is used or useful in the transmission, making available and/or
playback of multimedia content so that the digital data that embodies
the audio or audiovisual recording concerned can be perceived by
and communicated to an End User of such computer program when
used in conjunction with the aid of a machine or device.
YouTube Website
The Google
Service known
as
YouTube
located
at
http://www.youtube.com, including all mirror and derivative sites, all
replacements or successor versions, and all international versions of
the same.
Exhibit B
ADDITIONAL AGREEMENT
QUIZ GROUP:
Quiz Group LLC.
Pokrovka str. 1/13/6, bld. 2, office 35,
Moscow 101000, Russia
Tel. number: +7 (495) 646 13 60
Fax number: +7 (499) 242 16 03
PROVIDER:
[Your full name, address, e-mail, site, phone, fax,
contact persons, VAT/Tax number]
Quiz Group to complete
Effective Date: [Date]
Currency of payments: [Currency]
Revenue share rate: [%%]
Content details: [List of Content]
Territories: [List of countries]
Initial Term: [Period]
Form of payments: [Bank transfer, others]
Bank details: [Details]
Provider’s channel on YouTube: [link to channel]
Provider has joined the “QG Program” and accepted the Agreement between Provider and Quiz Group, while
submitting application form on the Quiz Group website posted at http://quizgroup.ru/services/.
The metadata shall not include any third party promotions or other advertisements.
Agreed by the parties on the dates stated below.
QUIZ GROUP:
By: _____________________
Print name: ______________
Title: ___________________
Date: ___________________
PROVIDER:
By: _____________________
Print name: ______________
Title: ___________________
Date: ___________________
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