VR Content Distribution Agreement
360 Video Content Distribution Agreement
VR Experience Distribution Agreement
Updated: November 8, 2017
AR / VR / 360° Immersive Content & VR Experience DISTRIBUTION and LICENSE AGREEMENT
This Immersive and VR Content Distribution and License Agreement (“Agreement”) contains the terms and conditions of (i) your use of the VRoom VR Producer Network and Immersive Content and VR Experience Distribution Platform (the “VR Platform”) for distribution of AR, VR and 360° Immersive content via VRoom’s Virtual Reality As A Service VRAAS services operated by VRoom Technology, Inc. (“VRoom”) or its Affiliates and (ii) VRoom’s use of such content. This Agreement is a binding agreement between you the VR Producer and VRoom, a Delaware limited liability company with offices at 750 E. Sample Road, Pompano Beach, FL 33064, and any other VRoom Technology Inc. Affiliate that joins as a partner to this Agreement as provided herein, in each case solely with respect to such entity’s exercise of its rights and compliance with its obligations in connection with the countries, territories, and provinces designated by VRoom. As used in this Agreement, “VR Content Provider” or “you” means the person or entity accepting this Agreement. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with VRoom or VR Content Provider, as appropriate.
The team at VRoom encourages VR Producers and their partners to study this agreement carefully before submitting VR content for review.
VR Producer Agreement Acceptance
You accept this Agreement by clicking “Agree” when given the option to do so upon registration. If you do not accept the terms of this Agreement, you may not participate in the VR Producer Network Program. By accepting this Agreement, you confirm that you are at least 18 years old and that you are able to enter a legally binding contract. If you are entering into this VR Content Licensing Agreement on behalf of a company or any other legal entity, you represent and warrant that you have the legal authority to do so and to legally bind the company or legal entity by the terms of this Agreement.
VR Producer Agreement
The content owner and or Immersive Content Producer of record hereby appoints VRoom to act as content owners non-exclusive agent in connection with (i) the licensing, distribution and other exploitation the VR, AR, 360° digital media content throughout the Territory and for the Term, and (ii) the advertising and promotion of the VR, AR 360° digital media content (the “Advertising Rights”) in all media now known or hereafter devised (to the extent such advertising and promotion reasonably relates to the exploitation of the title in the Digital Media and/or the promotion of distributors, portals, vendors, exhibitors or other parties licensed to exploit the Title). As Ownerʼs agent and on Ownerʼs behalf, VRoom retains the right to enter into licensing, distribution and other agreements with third parties for the exploitation of the the VR project in the Digital Media (“Distribution Agreements”) and for the Advertising Rights, on terms that VRoom deems reasonable in its sole discretion.
VRoom Technology, Inc. Agreement
VRoom agrees to use good faith efforts to generate exposure for the VR project and to maximize revenue from the licensing, distribution and other exploitation of the Picture in the Digital Media, however, VRoom makes no representations or warranties with respect to its ability to obtain Distribution Agreements or to generate any minimum amount of revenue.
The initial term shall be one year from the Effective Date with successive one (1) year extensions unless either party issues notice, in writing, of its intent to cease such extensions at least sixty (60) days prior to the end of the then-current annual period. Any decision not to extend the Term shall be effective prospectively and shall not affect VR Licensing and Distribution Agreements entered into by VRoom, including without limitation VRoomʼs right to receive its share of Gross Receipts attributable to Distribution Agreements.
The territory, with respect to any VR Content or VR Experience, shall be Worlwide unless owner provides territory limits to VRoom in writing prior to submission on the VRoom VR Producer Network Platform.
Twenty Percent (20%) of Gross Receipts.
VR Producer / VR Content Owner Share
VRoom shall pay to Owner One Hundred Percent (100%) of Net Receipts, as set forth below.
As used herein, “Gross Receipts” shall mean all non-refundable sums actually received by VRoom from the licensing, distribution and exploitation of the Picture.
As used herein, “Net Receipts” means “Gross Receipts” less deductions for the following: (i) the VRoom Fee; (ii) if/when applicable, and as approved by Owner, actual, verifiable, third-party expenses incurred by VRoom in connection with the marketing, promotion, distribution, or other exploitation of the Picture, including without limitation encoding and delivery expenses; (iii) if/when applicable, and as approved by Owner, actual, verifiable, third-party collection and/or audit costs incurred by VRoom in connection with review of third party licensees of the Picture; and (iv) any taxes, duties or other amounts payable by law in connection with the distribution of the Picture.
VR Experience, VR Content, VR, AR 360° Media
“VR Content” means all electronic and digital processes through which the VR Experience may be delivered for viewing, whether now known or hereafter devised, including without limitation as follows: (i) through all forms of SMART Television, Internet streaming, Head Mounted Display, and electronic sell through; (ii) through all forms of video-on-demand, including without limitation via cable, satellite, Internet, ʻclosed-IPʼ networks, IPTV, telco services, and wireless; (iii) through so called “OTT,” “manufacture on demand,” and similar fulfillment services; (iv) to mobile and handheld devices whether through wireless telephony and data networks or otherwise; (v) to hotels, educational institutions, libraries, and airlines and ships registered in and/or flying the flag of any country in the Territory.
Accounting, Reporting and Payment
VRoom will deliver to Owner viewer VR Analytics and accounting statements on a monthly basis, accompanied by payment of Net Receipts (if any), no later than sixty (60) days following the end of any calendar quarter in which Gross Receipts are received by VRoom in connection with the VR Experience (the “Reporting Period”). All statements submitted to Owner shall include, at a minimum, viewer data, transactional data and revenues generated by the VR Experience by each individual licensee (as reported to VRoom by each such licensee). Minimum payout (“Payouts”) for Net Receipts is $100.00 USD, otherwise payout may be withheld, at VRoom’s discretion, until the next calendar quarter in which minimum payout threshold is reached. Payouts may be made via paper check sent to Owner’s address on file, PayPal, or via bank wire transfer to Owner’s bank, at Owner’s discretion. (There is a $30 fee for wire transfers, applicable to the minimum payment threshold.)
Once each year during the Term Owner shall have, on thirty (30) days notice, the right to review (a) the results of any audit conducted by VRoom of third parties to the extent such audit relates solely to the Pictureʼs Gross Receipts, (b) all records from third parties related to the Picture’s Gross Receipts, and (c) records supporting VRoom’s expenses incurred in connection with the Picture.
Residuals & Third Party Participations
Owner will be solely responsible for any and all residual and other additional or supplemental payments payable to any union, guild or other entity required to be made by reason of the licensing, distribution, or other exploitation of the Picture and the Advertising Rights as set forth herein. Owner will be responsible for paying all third party participations granted by Owner in connection with the Picture.
Owner shall deliver to VRoom all of the required items set forth in VRoom VR CONTENT SUBMISSION GUIDELINES. All necessary clearance, preparation, and delivery to VRoom of all Essential Materials shall be at Ownerʼs sole cost and expense. Owner acknowledges and agrees that Ownerʼs failure to timely deliver Essential Materials may prevent VRoom from making the VR Experience available for distribution, and any delayed performance or non-performance by VRoom arising from Ownerʼs failure to meet its delivery obligations shall not be a breach hereof.
In submitting VR Experiences to VRoom, Owner has also acknowledged the attached Schedule 1, VRoom’s “VR Producer Certificate” together with this Agreement. The Producer Certificate and the Essential Materials together shall be referred to herein as the “Materials.” In addition, if requested by VRoom, Owner will deliver to VRoom any of these legal documents, as provided by VRoom, signed by Owner in hard copy format, no later than thirty (30) days following VRooms request.
VR Content Editing
VRoom will not edit, and will not permit third parties to edit the VR Experience except for the following purposes: (i) to prepare closed captioned, subtitled and/or dubbed versions the Picture; (ii) to avoid legal liability or conform the Picture to applicable laws, standards and practices; (iii) to present the VR Experience in serial form without altering its linear form; (iv) to compress the VR Experience and/or the credits as required by any third party licensee in connection with time limitations in a manner then customary in the motion picture industry; and (v) to create advertising and publicity materials for the Picture.
Other than as required by law, governmental authority, or to enforce its rights hereunder, neither party will, without the express written consent of the other party, disclose the terms of this Agreement or any other business information shared by the other party which should reasonably be understood to be confidential, except to its attorneys, agents, accountants, investors, lenders, or directors on a “need-to-know” basis, provided that such persons are similarly required to keep such information confidential.
No waiver by either party of any provision of this Agreement or of any breach or default by the other party shall constitute a continuing waiver, and no waiver shall be effective unless made in a signed writing.
Either party may assign any or all of its rights and/or obligations pursuant to this Agreement in the event that (i) it acquires or merges with another corporation or entity; (ii) all or substantially all of its assets are acquired by a third party; or (iii) it is involved in a consolidation, reorganization or similar transaction.
Representations & Warranties
Each of the parties represents and warrants the following: (i) that it is a duly organized, validly existing corporation or other legally recognized business organization in good standing under the laws of its jurisdiction of incorporation or formation, and (ii) that it has the full legal right, power, and authority to execute this Agreement and to perform its obligations hereunder, and the consent of no other person or entity is necessary in connection with the foregoing. Owner further represents and warrants that it has obtained all rights and clearances necessary to exploit the VR Project and all elements contained therein and that Owner has not entered into and will not enter into any agreement in conflict with VRoom’s rights hereunder.
Standard VR Producer Insurance Requirements
Owner shall maintain a standard producerʼs and distributorʼs errors and omissions liability insurance policy in connection with the Picture, in the minimum amounts equivalent to one million dollars ($1,000,000) per occurrence and three million dollars ($3,000,000) in the aggregate, with a deductible of not more than ten thousand dollars ($10,000). Such policy shall remain in effect for a period of three (3) years from the Effective Date. Upon request, Owner shall deliver to VRoom a certificate of insurance evidencing the foregoing.
Each party agrees to defend, indemnify and hold harmless the other from any claim, action, judgment or liability of any kind arising out of or in connection with any breach or alleged breach of any representation, warranty or agreement made by either party in this Agreement.
Limitation of Liability
VRoom WILL NOT BE LIABLE TO THE VR CONTENT PROVIDER FOR ANY LOST PROFITS OR FOR ANY OTHER CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, EVEN IF VRoom HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. VRoom WILL NOT BE LIABLE TO VR CONTENT PROVIDER FOR DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR OTHER THEORY) OR OTHERWISE, FOR AN AGGREGATE AMOUNT IN EXCESS OF THE AMOUNT OF FEES DUE AND PAYABLE BY VRoom UNDER THIS AGREEMENT FOR THE TWELVE-MONTH PERIOD PRECEDING THE CLAIM. NOTWITHSTANDING THE FOREGOING, THIS SECTION WILL NOT BE DEEMED TO WAIVE ANY OF CONTENT PROVIDER’S RIGHTS AT LAW OR IN EQUITY TO ENFORCE THIS AGREEMENT WITH RESPECT TO UNDISPUTED LICENSE FEE PAYMENTS DUE TO CONTENT PROVIDER BY VRoom HEREUNDER. THE SERVICE IS MADE AVAILABLE ON AN AS IS BASIS AND VRoom MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SERVICE, INCLUDING WITHOUT LIMITATION, (I) THAT THE SERVICE WILL ALWAYS BE AVAILABLE, ACCESSIBLE, OR OPERATE WITHOUT ERROR OR (II) AS TO THE VOLUME OF SALES OR LICENSE FEES THAT WILL BE GENERATED BY TITLES CONTENT ON THE SERVICE. TO THE EXTENT REQUIRED BY LAW IN THE RELEVANT JURISDICTION OF THE PARTIES, THE PARTIES DO NOT EXCLUDE OR LIMIT LIABILITY FOR DEATH OR PERSONAL INJURY, FRAUDULENT MISREPRESENTATION OR ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED BY SUCH APPLICABLE LAW.
To be effective, except where specified otherwise in this VR Content Distribution and Licensing Agreement, any notice hereunder by either party must be in writing and delivered (i) if by VRoom, via email using the email address provided in your VR Producer account, posting on the Program Site or message through your VR Producer account or (ii) if by you, via email, to email@example.com. Notices will be effective and deemed received on the date transmitted or posted. This Agreement constitutes the complete and final agreement of the parties pertaining to the subject matter of this VR Content Distribution and Licensing Agreement and supersede the parties prior agreements, understandings, and discussions related to the subject matter of this Agreement. If any term of this Agreement is held to be invalid, void or unenforceable, then the remaining terms of this Agreement will be unaffected and will be valid and enforceable to the fullest extent permitted by law. Nothing in this Agreement will restrict VRoom from exercising any right it has pursuant to another applicable permission or would have at law in the absence of this Agreement.