Effective 15th of March 2021
This Agreement governs the terms by which content creators provide VIDEOPLASTY SRL, a company registered and operating in accordance with the laws of Romania with content ("Digital Assets"), through its website www.videoplasty.com ("the Site"), on a non-exclusive basis, in order for the Company to make them available for purchase to its clients.
By confirming your acceptance of this Agreement it becomes a legally binding contract between any contributor intending to upload digital assets (in this Agreement referred to as "you", whether you are a legal or a natural person) and the Company.
We recommend that you carefully read this Agreement before you enter into it. Should you have any questions regarding the present Agreement contact us at email@example.com .
By confirming your acceptance of this Agreement you grant the Company the non-exclusive right to license and distribute Digital Assets under the terms and conditions set forth in this Agreement. Upon accepting the terms of this Agreement, you may make Digital Assets available to the Company through the means put at your disposal on the Site by following the "upload" procedure. Each and any upload of Digital Assets will be governed by the terms and conditions of this Agreement in the version available at the time of upload.
The Company, at its sole discretion, reserves the right to determine which of the Digital Assets you upload is suitable for purchase on the Site and only such Digital Assets as it deems suitable will be considered "Accepted Digital Assets" for the purposes of applicable provisions of this Agreement.
The Company also reserves the right to review and update the present Agreement from time to time as it sees fit, and without prior notification. Any such change will have ex nunc effects (only for the future), as such you are required to read the available version before you upload.
Your ability to submit further Digital Assets under this Agreement shall be subject to policies and procedures outlined by the Company from time to time. You acknowledge that the Company, at its sole discretion is able to delete at any time the Digital Assets you created, and thus terminating this Agreement unilaterally.
The Contributor is advised that no one legal document of the Company applies only individually, all legal documents apply within relevant limits and any breach of the rules relating to the Digital Assets will be deemed to be a breach of this Agreement.
You hereby appoint the Company as your non-exclusive distributor to sell, license or sublicense the Digital Assets to third parties worldwide and to collect and remit funds in connection with those endeavors on the terms set forth in this Agreement. Explicitly, by uploading your Digital Assets to the Company, through its Site, you also grant the Company:
In addition to the foregoing grant the Company may post, reproduce, modify, display, make derivative works or otherwise use any Accepted Digital Assets for their own business purposes relating to the promotion of the Site, the Digital Assets and their distribution programs, and promote the licensing of Accepted Digital Assets (including, without limitation, the use of the Accepted Digital Assets and your registered and unregistered trademarks for marketing, sales and promotional efforts whether on the Site or through third parties).
For the scope of clarity, you are not entitled to any compensation for use of Accepted Content for such business purposes as above.
The Parties agree that all rights, including title and copyright, in and to the Accepted Digital Content will be retained by you, and no title or copyright is transferred or granted in any way to the Company or any third party except as provided in this Agreement.
You acknowledge that the Company prohibits any content and/or Digital Assets or any other material that infringes on any patent, trademark, copyright, trade secret, right to privacy, right to publicity, or any other applicable law or proprietary right to be uploaded under this Agreement.
By uploading Digital Assets, you are warranting that you own all proprietary rights or are the authorized representative of the applicable copyright owner(s) of such content, including copyright, in and to the content with full power to grant the rights contemplated in this Agreement.
You agree that neither the Company nor any of its directors, officers, employees, partners, affiliates or agents shall be liable for any damages, whether direct, indirect, consequential or incidental, arising out of the use of, or the inability to use any Digital Assets.
Using the name identified by you in your contributor account profile, the Company shall use commercially reasonable efforts to credit you as the source of Accepted Digital Assets but shall have no liability for lack of credit. You acknowledge and accept and therefore waive any right to object to the fact that it is common business practice for commercial uses that the creator of Digital Assets is not credited, that Digital Assets may be modified, used in connection with sensitive topics and may be used or modified in ways that may be controversial, unflattering or to which, you as a contributor may not agree with.
5.1. The Company agrees to pay you a commission by the 15 of the next month, for Digital Assets in which the license or sale was made in the previous month, by electronic funds transfer or such other method as may be agreed by the parties.
Commissions are paid on license fees which are the amount charged by the Company to each of their clients/users.
You are hereby made aware, acknowledge and agree to the possibility that the Company, in its scope of generating as much revenue as possible, as it sees fit to grow the marketplace, might sparingly exercise its right of offering discounts/promotions or any other such reductions from time to time to its clients/users, without prior notice to you and as a result your commission might be lower than the sum you were initially due.
For the scope of clarity, the following deductions are made from license fees before contributor's commissions are calculated (if applicable):
The Company may deduct the following amounts from the commission payable to you:
5.2. Bearing the information submitted by a Contributor when contracting with the Company - for which Contributor is solely responsible – if Contributor is a natural person the Company is obligated under Romanian fiscal law to withhold income tax due to be paid to the government from the commission that Contributor is due in the amount of:
For clarity, a Contributor that is a natural person will receive its commission in a net amount, after the deduction of the withholding tax as per the above.
The Company will use its best efforts to provide real time reporting of downloads of Accepted Content for your information. Please note that the official report of licenses of Accepted Content and corresponding commission shall be the sales report.
Without limiting the generality of the foregoing, the Company is entitled to compensate any amount it owes you with all amounts that the Company is or may be entitled under this Agreement or otherwise at law.
You hereby agree that the Company shall not be required to pay or to fully pay your commission to you if the Company is restrained or otherwise prevented from using rights granted under this Agreement relating to Digital Assets because those rights are found to be an infringement or contravention of the intellectual or other property rights of a third party.
You acknowledge and agree that you will be solely responsible for each and every access or use of the contributor account you will register with the Company through its Site, as well as any tool or application that occurs in conjunction with your account and such passwords, and that the Company is authorized to accept your login and password as conclusive evidence that you wish to upload Digital Assets pursuant to this Agreement. The Company shall have no liability or responsibility to monitor the provision of the content under your login and password.
The Company may develop policies which must be adhered to prior to Digital Assets being posted on the Site or otherwise being offered for sale or license. Notwithstanding that some qualitative standards are required to be met, the Company does not and cannot review all content/Digital Assets uploaded to the Site and is not responsible for the content, quality, or consequences of your uploading such content/Digital Assets.
Notwithstanding the foregoing, the Company reserves the right to delete, move, refuse to accept or edit any communication/content/Digital Asset that it may determine, in its sole discretion, violates or may violate this Agreement, the intellectual or proprietary rights of others, any of its policies or is otherwise unacceptable in its discretion, and you hereby agree to forfeit any fees payable in respect of such undertaking by the Company.
The Company shall have the right but not the obligation to correct any errors or omissions in any Digital Assets, as it may determine at its sole discretion. You acknowledge that any screening of Digital Assets performed by the Company to determine Accepted Content is done as a courtesy only.
Notwithstanding the foregoing, given the nature of this business and the prevalence of royalty-free content, the Company cannot take responsibility for the compliance by purchasers and licensees of the terms of such agreements. Accordingly, you acknowledge and agree to the possibility of Digital Assets might be used in a manner that is not contemplated in this Agreement, and you agree that notwithstanding any rights you may have to pursue the licensees of such Digital Assets at law, the Company shall have no liability to you or any person claiming through you for any breach by a licensee of the terms of any agreement respecting Accepted Content.
You acknowledge that the Confidential Information (defined below) that you may obtain through the entering into of this Agreement and the provision of Digital Assets constitutes valuable, confidential, proprietary information of the Company, and you agree that during the term of this Agreement and thereafter you shall not, without the express written consent of the Company, use or disclose to any other person or entity any such Confidential Information, except as specifically authorized under this Agreement.
For the purposes of this Agreement, "Confidential Information" means any and all data, information, documents, software or materials relating to the business and management of the Company, its members, affiliates, licensors or licensees, that is designated as confidential or ought reasonably to be considered confidential, including but not limited to: their business model and operations, processes, products, designs, pricing, promotions, business plans, business opportunities, alliances, content, graphics, documentation, finances, research, development, know-how, trade-secrets, training materials, personnel, identities or personal information of any kind pertaining to members, clients, methodologies, the Site and content belonging to others and other intellectual property.
For the purposes of the above, the manner in which you come to obtain the Confidential Information is irrelevant, whether it is through direct/indirect means, irrespective of format or even of the intention and/or omission of the discloser as to the disclosing of the Confidential Information.
You hereby represent and warrant as follows:
You agree to indemnify, defend and hold the Company and its affiliates, and their respective directors, officers, employees, shareholders, agents and licensees of Digital Assets (collectively, the "Company Parties") harmless from and against any and all claims, liability, losses, costs and expenses (including reasonable legal fees) incurred by any Company Party as a result of or in connection with:
The Company reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with the Company's defense of such claim.
You agree that the Company shall have the right to determine whether and to what extent to proceed against a licensee or other third party (an "Infringer") for any violation of a license agreement or alleged infringement of any other of your rights.
You hereby release the Company from any and all claims you might have, either directly or indirectly, arising out of or in connection with a determination by the Company to proceed or not to proceed against any Infringer in any instance. The Company hereby agrees that any monetary recovery it receives as a result of any legal or enforcement action taken against any such Infringer shall, after deduction of any and all costs and expenses incurred in gaining such recovery incurred by or on behalf of the Company in connection with such action, be divided between you and the Company pursuant to the provisions of Section 5 (Compensation). Same will happen if the Company elects not to proceed against an Infringer and you undertake such proceedings yourself.
This Agreement is effective until terminated, as follows:
You may terminate this Agreement with respect to the whole or part of the content you provide to the Company at any time by giving thirty (30) days written notice specifying the Digital Assets to which termination applies if you choose to terminate this Agreement to part of your Digital Assets by filing such a notification through your account.
Be advised that even if you proceed in this manner The Company will reserve the Digital Contents that were purchased and not yet made available to the user/customer, in order to fulfill its obligations towards them. In such cases, you will be entitled to receive your commission as per Section 5 of this Agreement.
The Company may deem an account to be terminated and may off-set any fees or credits contained in such account against its costs of administration if there has been:
Upon the termination of this Agreement with respect to one or more of the Digital Assets, the grant of authority given to the Company shall cease with respect to the relevant category of Digital Assets subject to the following conditions:
Upon termination, the Company will be entitled to retain all amounts owing to you for a period of thirty (30) days to determine any applicable rights of set-off, and shall be entitled to deduct from such amounts, a reasonable administrative fee for establishing, managing and terminating your account.
Notwithstanding any other provision in this Agreement, the termination of this Agreement with respect to a part of the Digital Assets shall not alter or reduce your obligations and that of the Company in respect to the remaining Digital Assets, and in any event, shall not alter or affect the rights granted to licensees by the Company pursuant to this Agreement.
Termination of this Agreement shall operate without prejudice all sections and/or clauses that are designed to survive and produce effects after termination, as they will continue to be in full force and effect.
In any event, the Company's total maximum aggregate liability under this Agreement or in respect of the use or exploitation of any or all part of the Site or the content in any manner whatsoever shall be limited to the commissions owed to you by the Company for the content that is the subject matter of the claim, but in any event will not exceed one thousand ($1,000.00) Should a competent jurisdiction not allow for the limitation or exclusion of liability for incidental or consequential damages, in such jurisdiction the liability of the Company or any of its directors, officers, employees, shareholders, partners, agents or licensees shall be limited to the greatest extent permitted by law.
This Agreement will be governed in all respects by the laws of Romania.
Any disputes arising from or related to this Agreement or its enforceability, or the business relationship between the parties, shall be settled through amiable means and in good faith.
If such amiable means should fail to resolve the dispute, litigation will be brought forward to the competent courts of Bucharest, Romania.
Notwithstanding the foregoing, the Company shall have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against you in the event that, in the opinion of the Company, such action is necessary or desirable.
The parties agree that, notwithstanding any otherwise applicable statute(s) of limitation, any proceeding within the scope of this paragraph shall be commenced within two years of the acts, events, or occurrences giving rise to the claim.
All correspondence between the parties shall be conducted in writing using the email addresses and/or physical addresses that can be found on the Site for the Company and for you, those you have provided when registering your account.
You specifically agree and acknowledge that you have, in addition to the terms of this Agreement, reviewed the terms of all other of the Company's Legal Documents which may be incorporated by reference therein, and to the extent of their incorporation and/or their applicability in this Agreement you agree to be bound by them.
The Company's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.
This Agreement is personal to you and is binding upon your heirs, executors and legal representatives, as the case may be, and is not assignable by you without the Company's prior written consent. The Company may assign this Agreement without your consent to any other party so long as such party agrees to be bound by its terms.
Should any provisions of this Agreement be deemed unenforceable by a competent court, the parties shall replace them with the appropriate provisions that mostly reflect the will and intent of the parties, as well as the economical sense of the previous provisions.
This Agreement can be amended by the written agreement of the parties or unilaterally by the Company providing you 30 days' notice by email at the address set out in section 11(a) and posting of an updated version of this Agreement on the Site.
Continued provision of Digital Assets or failure to terminate this Agreement within 30 days of such notice will be deemed to be acceptance of the amendment by you and it will be incorporated by reference into this Agreement, following the expiry of the above mentioned period of 30 days.
If you have concerns relating to this Agreement, please contact us firstname.lastname@example.org.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF THE COMPANY AGREEING TO PROVIDE A MEANS FOR THE SALE OR LICENSE OF YOUR ACCEPTED DIGITAL ASSETS, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND THE COMPANY, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND THE COMPANY RELATING TO THE SUBJECT OF THIS AGREEMENT.
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