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Upload - Contract terms


COOPERATION AGREEMENT


1. THE CONTRACTORS
The present contract is concluded between, on the one part

1.1. The Online Content Limited Liability Company
the service provider (hereinafter called: „Service provider”)

and on the other part
1.2. The Uploader
the rights owner (hereinafter called: „Rightholder”)

(in cases in which the Service provider and the rightholder are referred to together, they are hereinafter called: Contractors) on the undersigned place and day with the conditions defined hereunder.

2. SUBJECT OF THE CONTRACT; DECLARATIONS OF THE CONTRACTING PARTIES

2.1 Service provider operates a web site that is a collection of various audio-visual contents (video, photo, text and sound files) on the www.onlinefootage.tv IP address that provides a Web Shop with the purpose of generating sales (hereinafter: "Web Site"). Based on the agreement of the Contracting Parties, Rightsholder undertakes to put audio-visual content at Service provider's disposal in broadcast quality, under terms and conditions defined in present Contract, by uploading the given content onto the web site operated by Service provider with the explicit aim, that Service provider resells them according to the present Contract. Service provider pays a usage fee to the eligible parties which fee is a predetermined proportion of the income on the basis of sharing revenues generated by the end-user fees.

3.USAGE RIGHTS

3.1. Rightsholder undertakes to give permission to Service provider to upload and store audio-visual content on the Web Site and agrees to their on-line publication in order to guarantee the end-users the right of usage as part of the service.

3.2. Rightsholder guarantees that on those audio-visual contents that he is the sole proprietor of own copyrights (hereinafter: "Own Works") that he is the executive rightsholder; concerning other possible rightholder’s works he also guarantees that he assumes the sufficient transfer/cede and property rights that at least to the extent that he has marked as required at the upload on the Web Site.

4. COOPERATION IN THE PROCESS, CONTENT REQUIREMENTS

4.1 Rightsholder agrees to upload the selected audio-visual content in broadcast quality on the Web Site (for video: 8000 kb/ sec) and provides metadatas for that; in English language with the undermentioned datas: title, location, date, short description, keywords, translation of non- English language interviews to English language, names and titles of speakers. Rightholder agrees that Service provider store all the uploaded videos perpetually and Service provider is at liberty to delete any videos without justification.

4.2 During uploading on the Web Site Service provider provides the required entry requirements (password, entry code, etc.) and constantly ensures that during the upload Rightsholder will:be authorized to set alone the type of the permitted usage of reuse in concern of the extent and force of the Service providers rights during the Service.

4.3 Service provider ensures Rightsholder to create an own profile in the Web Site. Rightsholder acknowledges that datas presented there are public.

4.4 Service provider undertakes to convert the video of broadcast quality uploaded by Rightsholder into the formats listed hereunder and to store on his own server:

- web: 480 x 360, 800 kb/sec
- TIFF file unfolded on second basis 720 x 576
- sound file 192 kbit/sec, 48 kHz stereo.

4.5 After each download and usage the content uploaded by Rightsholder, Service provider automatically notifies Rightsholder in an email report that contains also the current balance of Rightsholder.

4.6 Service provider is obliged to mark his company name in a public visibly form for each contents that has became available during te Service. Service provider also marks contents with "watermark" that’s creative elements are provided by Rightsholder to Service provider. Service provider acknowledges that on the webshop the onlinefootage.tv watermark is visible on each piece of content.

4.7. Service provider is responsible for all end users - even before taking advantage of the Service - and has accepted the terms and conditions of the Service declared by himself.

4.8. If Service provider acts in accordance with the Contract at the time of providing the Service, he is not responsible if the end user uses the downloaded content in a different manner in space and time or in a different medium than agreed upon at the time of purchase. Service provider is obliged to promptly inform the Rightsholder in case of illegal use of the content at the time he becomes aware of it.

4.9. Service provider is obliged to act with increased diligence and to take all necessary measures in order to ensure the safe operation of Web Site and to protect the content not to be accessible nor downloadable without authorization. In order to protect the content Service provider provides a security system that’s quality reaches at least the level of the up-to-date industrial standard minimal criteria.

4.10. During the validity period of the present Contract, Service provider is authorized to moderate, to correct or delete parts of the contents. For good reason – e. g. in the event of an obvious misspelling – Service provider also may correct the presented textual contents. In this case however Service provider is obliged to promptly notify Rightsholder via e-mail notificiation.

4.11. The Service provider is entitled to make use agent or other mediator or other similar website for sales purpose and to give them the Rightsholder’s content. The Service provider is obliged to proceed according to this contract also in this case.

4.12. The Service provider has the right to make preview videos and editorial videos from the uploaded contents. The payment becomes due for the uploader when onlinefootage.tv sells the uploaded content to third party.


5. THE SERVICE PROVIDER'S REMUNERATION, PAYMENT CONDITIONS

5.1. Contracting Parties declare Rightsholder is eligible to 50 % of the net income according to the Service.

[ In the event of the upper mentioned cases Service provider is eligible to change the prices. Service provider notifies Rightsholder via email of such a case.]
In the event that Rightsholder’s commission has reached EUR 100, accounts and payments shall be made and invoices shall be issued monthly. If this amount is not reached then accounts and payments/invoices shall be made after it has once reached the minimal commission. Commission after a certain download shall be available after it’s royalty arrives on Service provider’s account.

5.2. Service provider may delay payment if the accuracy of the invoice is contested. To settle a dispute concerning such an event Contracting Parties have 5 (five) working days. In such a case, the payment deadline shall be counted from the date upon which the parties solved their dispute and the defaults are remedied.

5.3. Advance payment is excluded regarding to the present Contract.

6. TERMS OF CONTRACT

6.1. This contract shall enter into force on the date of signing, and valid for an indefinite period of time.

7. TERMINATION OF THE CONTRACT, BREACH OF CONTRACT AND CONSEQUENCES

7.1 Either of the Contracting Parties is entitled to unilaterally withdraw the present Contract at any time providing a 15-day notice period in a from of a written statement sent to the other Party.

7.2. In case of a serious breach of contract the innocent party is entitled to terminate this contract with immediate effect in written form addressed to the other party.

7.3. On basis of agreement of Contracting Parties, after termination of the present Contract, but no later than 10 (ten) days, Service provider is obliged to delete his contents from the Web Site. Those rights and obligations on basis of the present Contract, that should continue to exist by their nature, particularly with regard to the secrecy provisions shall remain in force even after termination of the present contract.

8. FINAL PROVISIONS

8. 2. Questions not regulated in the present Contract are governed by the provisions of the Act IV, 1959, of the law of the Hungarian Civil Code and the Hungarian civil rights regulations in force shall prevail. The Contracting Parties agree that disputed matters arising from the present Contract will be solved by negotiation, out of court. If the Contracting Parties’ negotiation fails, Contractor Parties stipulate the exclusive jurisdiction of the Buda Central District Court for all matters that local court is entitled with competence.
 

The uploader has read through and accepted the uploading, commission and realizing terms.