Content Revenue Sharing Terms and Conditions
Last updated: May 29, 2024
These Content Revenue Sharing Terms and Conditions (the “Rev Share Terms”) constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“You”, “Your”) and AccessVR, LLC d/b/a AccessVR (“AccessVR,” “we,” “us,” or “our”) concerning your uploading of premium video content (“Premium Contribution”) to our Web site (“Site”) and any platform, site or application (as well as any features, widgets, plug-ins, content, downloads or other services) that is offered by AccessVR and that links to these Rev Share Terms. By uploading you Premium Contribution to the Site, You agree that you have read, understood, and agree to be bound by these Rev Share Terms, our Terms of Services, our Privacy Policy, and any supplemental terms and conditions or documents that may be posted on the Site from time to time regarding Premium Contribution, all of which are hereby expressly incorporated herein by reference. We reserve the right to alter, suspend or discontinue any aspect of the Site, including our allowing Premium Contribution to be uploaded to our Site.
When used in these Rev Share Terms (and not otherwise defined herein) the following capitalized terms, whether used in the singular or plural, have the meanings set forth below. Capitalized terms used and not otherwise defined shall have the meanings ascribed to them in the Terms of Service and/or Privacy Policy.
“Gross Revenue” means reoccurring revenue received from Your applicable Premium Contribution from subscriptions or purchases of such Premium Contribution, less any refunds. Gross Revenue excludes fees paid by platforms (e.g., Microsoft) to port the Site over to their platform or development fees of similar nature.
“Net Revenue” means Gross Revenues less (i) associated platform fees; (ii) Taxes (excluding income Taxes payable by AccessVR) from Gross Revenue; and (iii) credit card and payment service fees and expenses.
“Taxes” means all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, value added, goods and services, ad valorem, transfer, franchise, profits, withholding, payroll, excise, stamp, real or personal property, customs, duties, or other taxes, fees, assessments or charges of any kind whatsoever.
License to Trademarks; Name. You grant AccessVR the non-exclusive, worldwide, royalty-free right and license to use, reproduce, display, perform (publicly and otherwise), distribute and otherwise use Your name, trademark or trade name, if any, in any and all media now known or hereinafter invented, to host, publicly display, advertise, promote and otherwise identify and market the Premium Contribution as part of and/or otherwise in connection with the Site,
License to Users. Subject to the terms and conditions of this Agreement, You hereby acknowledge and agree that users of the Site may (i) access the Premium Contribution through the Site; (ii) download certain Premium Contributions to be viewed offline; and/or (iii) use, reproduce, distribute, display, edit, modify and perform such Premium Contributions as permitted through the functionality of the Site and under its applicable Terms of Service. The licenses granted by You in the Premium Contribution under these Rev Share Terms or Terms of Service shall terminate within a commercially reasonable time after the Premium Contribution is removed from the Site.
Fees
Payment. In consideration of your uploading and granting the licenses to the Premium Contribution, You shall earn a revenue share equal to 70% (seventy percent) of Net Revenue as a license fee on such Premium Contribution (“Revenue Share”).
Reports and Payment. Payment of any Revenue Share fee will be made on a monthly basis within fifteen (15) days after the close of each of month, except to the extent that payments accrued hereunder for the applicable month is less than Twenty Dollars ($20) and then such payment shall carry over to the next month. Such statements shall include the total number of purchases of Premium Contribution as well as Your applicable Revenue Share. All payments to You hereunder will be made by electronic means to a bank or online financial account, such as PayPal, designated by You during any registration and acceptance of these Rev Share Terms and are subject to our Terms of Service and Privacy Policy.
Currency. All payments made hereunder shall be in United States currency, unless otherwise specifically agreed to the parties.
Taxes. Each party will be responsible for and pay all Taxes imposed on its income and/or business operations. Each party agrees to indemnify, defend and hold the other party harmless from any taxes or claims, causes of action, costs (including, without limitation, reasonable attorneys’ fees) and any other liabilities of any nature whatsoever related to its failure to pay any of its Taxes as provided in these Rev Share Terms. AccessVR shall have the right to withhold all amounts that we are required by law to withhold from payments made to you hereunder for any foreign, national, state or local sales, use, value added, withholding or other Taxes, customs duties or similar tariffs and fees and such amounts may be deducted from amounts due and payable to you. You agree to comply with our reasonable requests for certification, information, documentation, or other reporting requirement necessary to obtain reduced rates under applicable Tax treaties, including, but not limited to, completion of a W8-BEN or W-9 form, as applicable, to be delivered upon request by us. You agree to reasonably cooperate with us in our efforts to obtain such reduced Tax rates.
No Guarantee of Commercial Success. You acknowledge that AccessVR may, in its sole discretion, select and determine its business model in connection with the Site which may include, but not be limited to, subscription, ad-supported (free), and freemium. You further acknowledge and agree that AccessVR makes no representation or warranty as to whether any of your Premium Contributions will be successfully marketed or that any minimum level of sales or licensing activity with respect to the Premium Contribution(s) will be achieved.
Term. The initial term (“Initial Term”) of these Rev Share Terms shall be three (3) years from acceptance by You, unless terminated pursuant to the terms herein. Upon completion of the Initial Term, these Rev Share Terms shall automatically renew for additional one (1) year terms (each, a “Renewal Term”) (collectively, the Initial Term and Renewal Term(s), if any, are the “Term”), unless terminated early as set forth herein or unless either party gives the other party written notice that it does not wish to extend these Rev Share Terms no later than thirty (30) days prior to the end of the applicable Term.
Termination by AccessVR. AccessVR may terminate these Rev Share Terms for any or no reason at any time by providing You with written notice of such termination.
Termination for Breach, Insolvency. Either party may elect to terminate these Rev Share Terms (i) if the other party is in breach of any material provision of these Rev Share Terms that is not fully cured within thirty (30) days after receipt of written notice from the non-breaching party; or (ii) if the other party makes a general assignment for the benefit of its creditors, files a voluntary petition of bankruptcy, suffers or permits the appointment of a receiver for its business or assets, or becomes subject to any proceedings under any bankruptcy or insolvency law, whether domestic or foreign, which is not discharged within sixty (60) days after filing.
Effects of Expiration or Termination. Upon expiration or termination of these Rev Share Terms AccessVR shall remove all copies of the Premium Contribution from the Site. Any provision in these Rev Share Terms that survives by its own terms shall survive expiration or termination herein.
Representations and Warranties
Without limiting any other representation, warranty or covenant made by You in the Terms of Service, You hereby represent and warrant that:
These Rev Share Terms have been duly executed and delivered by, and constitutes a valid and binding obligation of You, enforceable in accordance with the terms and conditions set forth herein.
The performing rights to any musical compositions contained in each Premium Contribution are: (a) controlled by You to the extent required for the licensing of the exhibition in accordance herewith (and not available for licensing through performing rights societies) and no additional clearance of, or payment with respect to, such performing rights shall be required by AccessVR associated with our transmissions or other delivery of the Premium Contributions hereunder, or (b) in the public domain.
You shall be solely responsible for any and all payment obligations to third parties engaged by You, if any, in connection with the Premium Contribution, including, but not limited to, any talent fees, residuals, and pension and health benefit contributions.
You shall pay all third parties engaged by or on behalf of AccessVR through any union or collective bargaining agreements at least the minimum scale compensation and the fringe fees as required by such agreements.
Miscellaneous
Independent Contractors. The parties are independent contractors, and shall not be deemed partners, franchisees, agents or joint venturers of each other. Neither party will have any right or authority to obligate or bind the other party in any manner whatsoever.
No Third-Party Beneficiaries. Nothing in these Rev Share Terms shall confer upon any person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Rev Share Terms, and no personshall be deemed a third-party beneficiary under or by reason of these Rev Share Terms.
All other terms and conditions in the Terms of Service and Privacy Policy are incorporated herein.