Thank you for your decision to partner with Newsreel Media (“Newsreel”, “us” or “we”) to distribute your video(s) (“Videos”, “Content”) worldwide across multiple platforms including the web, TV and others. The following agreement and terms clarify the permissions you give to us, your rights as a video owner and what our duties are.
WHO WE ARE
Newsreel Media is a business registered in Canada. For details on how to get in touch with us please visit the contact us page of this website.
MONETIZATION SERVICES
SHARE: 50% Revenue Share
In order to generate as much revenue as possible we will manage the licensing, promotion and monetization of your video(s) (“Videos”, “Content”). Accordingly, as the rightful video owner you grant us the universal right to engage in ‘monetization services’ for the videos, which means we can
Publish, promote, store, distribute, monetize and license the videos, collectively. These initiatives may be conducted in compilation with other videos, or individually.
Display the video on our website, and/or other platforms used by us to make content accessible to our clients. This includes linking/embedding to versions of the video already available.
Distribute and license the Videos to others for promotional purposes. Promotional distribution will be conducted at our sole discretion; this may include free of charge distribution aimed at generating broader licensing interest.
Manage and sell advertising inventory alongside or in association to the video, including on social platforms such as YouTube or others. This may include using the videos in our own promotional activities.
Conduct any activities associated with the above to further enable monetization services. This includes copying, editing, altering Videos and the communication of Videos to the public.
For future use by Newsreel Media and/or clients the video will be stored in our internal archive.
Grant any or all of the above rights to third parties.
Newsreel Media (and its successors’, partners and affiliates’) will be the exclusive provider of the monetization services set out in this Agreement, as they relate to the Videos. The rights you grant to us in the agreement are exclusive to Newsreel Media.
VIDEO MANAGEMENT
Newsreel Media will leverage its network and broker deals with clients ranging from newspapers, broadcasters, digital publishers, websites, film and TV companies, licensing agencies, advertisers and brands. Accordingly, video owners may see their content appear on; news broadcasts (TV and online), online publications, websites, digital brands on social media, talk shows and as a part of commercials among other platforms. Upon licensing clients have discretion over how to use a video, including the right to adapt, alter, edit, compile and produce new content based off existing Videos.
LICENSED RIGHTS
You are granting Newsreel Media exclusive rights to your Videos, meaning no other individual, organization or agency can conduct the monetization and video management services outlined in this agreement. You will retain full ownership, and its full associated rights, to the Videos subject to this agreement. You affirm and warrant that you are the rightful owner of the Videos, or have the necessary licenses, consent and permissions required to engage with Newsreel Media. In this case you warrant that:
The Videos have not been previously sold or licensed (including previous submissions), in any way that would conflict with the services Newsreel Media intends to conduct as per this agreement.
All future commercial enquiries and their associated negotiations, including commercial licensing or exploitation, will be referred to us.
To provide Monetization and Video Management Services, you grant us a worldwide, exclusive, transferrable license to use, reproduce, transmit, store, publicly perform, broadcast, make available, communicate to the public, display, exhibit, distribute, index, comment on, edit, cut, modify, create derivative works based upon and otherwise exploit the Videos, in whole or in part, in and through whatever medium or technology we (or our clients, licensees and partners) use or may use in the future. We can grant any part of this license to our clients, licensees and partners. And then they may be able to grant further licenses to their clients, licensees and partners. This license includes the right for us to grant any duration of license to our clients, licensees, and partners. This license applies to all media formats and channels now known or existing in the future.
The licenses we grant to our clients, licensees, and partners (and the licenses they grant to their clients, licensees and partners) may last longer than the term of this agreement. They may, for example, be perpetual licenses. Any such licenses, even after the termination of this agreement, shall continue for the benefit of our clients, licensees, partners, and others who have received the Videos from us or our clients, licensees, and partners.
You hereby irrevocably appoint Newsreel Media to act as your attorney-in-fact to take any such action as may from time to time be necessary to effect, transfer, or assign the rights granted to Newsreel Media herein, including without limitation copyright-related actions, and you hereby assign to Newsreel Media the right to prosecute any and all claims from the past, present, and future use of the Videos by unauthorized third parties. However, we are not obligated to issue any proceedings relating to the Videos.
YOUR OWNERSHIP OF VIDEO
You will retain full ownership of rights to the Videos, subject to the terms of this agreement. As such you are free in your right to use the Videos for your own personal and private use. This includes your right to publish Videos on your personal social media channels, including but not limited to YouTube, Twitter, Facebook and Instagram.
In the scenario you receive any commercial enquiries (licensing, broadcast, general use or exploitation) of the Videos, you agree to refer those enquires directly to us. Our experience and knowledge of the market for Videos, as well as our clients’ expected uses of the video, entitles us to set whatever price and terms for the use of the Videos as determined by us as appropriate. We strive, through our reasonable endeavors to monetize your Videos, however you acknowledge and accept that we are unable to guarantee any specific amount of revenue generation, or any at all.
YOUR RESPONSIBLITY OF THE VIDEOS
You confirm and warrant (unless otherwise communicated to us and agreed by us in writing) the Videos, and all associated rights:
are owned by you exclusively; are original creations of work, and thus not created in partnership with others or copied (partially or entirely) from an alternate source;
do not infringe or interfere with any rights of third parties, including, but not limited to, copyrights, moral rights, performers’ rights, publicity or personality rights, data protection or privacy rights, trademarks and/or goodwill;
are not defamatory in nature, towards any individual or entity;
do not violate any private or confidential information of any person or entity;
currently conform and will continue to conform to all relevant third-party terms and conditions in effect from time to time;
will not render you or us in breach of any criminal or civil law or applicable regulation, including, but not limited to, improper obtaining, processing or disclosure of data, obscenity, incitement of violence or racial or religious hatred, contempt of court, surveillance, harassment or trespass.
You confirm and warrant to us that you have obtained relevant consent, permissions and licenses for copyrighted or protected material contained in Videos, such as music, sound recordings, video clips, words, images and performances. The permissions must be sufficient to the point of you to granting us the rights in this agreement, as licensed to us by you.
You confirm and warrant to us that you have obtained relevant individual consents and permissions from each identifiable person featured in Videos, so as to enable to you grant the rights you are to us as per this agreement. If required, you will assist in securing written proof of these consents and permissions.
You confirm and warrant to us that you will comply with all applicable laws, statutes, regulations, and codes, including, but not limited to, those relating to anti-bribery and anti-corruption, data privacy, taxation, advertising, and intellectual property rights.
In the event any of these warranties and confirmations are breached, we reserve the right to cease providing the Monetization and Video Management Services for your Videos. You also agree to cover, in full, any losses, compensations, costs and financial expenses incurred as a result of your breach of the mentioned warranties and confirmations, or as a result of a breach of any terms of this agreement.
In the event we experience financial losses (pay compensation, pay for unauthorized usage) or incur liabilities (including associated legal costs and expenses), due to your breach of above warranties and confirmation, amounts may be deducted from those payable to you as per this agreement. In the event of breach of above-mentioned warranties or confirmation, we may require you to reimburse us for these losses and liabilities.
OUR PAYMENTS TO YOU
“Revenue” : refers to all revenues, income, payments, advances, fees, royalties and other financial benefits generated from provide Monetization and Video Management Services of the Videos. This includes including Definite Sales to clients and advertising revenue, excluding Promotional Usage.
“Promotional Usage” : refers to all promotional initiatives related to Videos, conducted by Newsreel Media with the intention of stimulating revenue generation, determined at our total discretion.
“Definite Sale” : refers to single or associated sales of the Videos where sale comprise an individual, a client, or a per Video rate (e.g., single fee paid by client for Videos usage).
Payments are made to you within thirty (30) days of our collection, of fifty percent (50%) of any Revenue collected and qualified by us, for the usage of Videos. Revenue share paid to you as a result of Direct Sales shall be not be limited to any maximum amount.
You warrant and agree that our fee to conduct Monetization and Video Management services, is represented by the share of Revenue not paid to you. Rights to collect any and all Revenue from Videos usage carried out through Monetization Service are exclusive to us.
Payments from the use of Videos are a net amount after deduction of any applicable taxes, fees, and any associated rights management fees determined by us within reasonable limits. In the event that no Revenue is generated from Monetization and Video Management services, you will not receive a Revenue report or any payments. Promotional Use of the Videos do not carry any obligation for payment.
The maintenance of an active Paypal account, in your name, is a requirement of this agreement. Revenue share payments will be made to the PayPal account held in your name, the details of which must be provided to us by you in writing upon request. In the instance of inaccurate PayPal account details (as provided by you), or if the associated PayPal account closes, we will not be able to process payments to you. Nor will we be obligated to do so, including the repayment of any Revenue paid out to an incorrect PayPal account (as per details provided by you).
In the event we highlight an issue with your PayPal account, a 30-day notice will be provided to respond and rectify the issue. Responses received within 30 days containing appropriate PayPal account details will be eligible to receive outstanding Revenue share payments. In the event no response is received within the notice period, we will be under no obligation to pay outstanding Revenue share amounts, or future Revenue generated accordingly. PayPal account details provided after the notice period will be eligible for Revenue share payments earned after the satisfactory details are provided, but not for any Revenue share earned before.
In the event we are unable to collect any sums due to circumstance (client insolvency, non-payment by client, inability to adequately assign revenue due to insufficient third-party service reporting) then we are not required to owe you any sum or share.
The above provisions also apply to any Revenue collected by us after we have ceased providing Monetisation Services which arises from arrangements concluded, or from uses licensed, prior to the date of termination of this agreement, unless we terminate the agreement because you are in breach.
In pursuance of unauthorized use of your Videos, we are entitled to deduct a sum from any Revenue share, limited to an amount deemed reasonable to cover our costs. In such pursuance of unauthorized use of your Video, you will under no circumstances incur any liability.
If your Revenue Share is less than $50, we will hold such Revenue Share on your behalf until the monthly payment date on which amounts due to you are, in aggregate, $50 or more. Where your Revenue Share for any 24-month period does not exceed $50, we may apply that residual Revenue Share as an administrative fee against our maintaining your account.
You warrant and accept that taxes payable, as a result of Revenue Share amounts received, are your responsibility. You also accept that as per our local taxation requirements, we may be obliged to make deductions from any amounts payable to you.
DURATION AND TERMINATION OF THIS AGREEMENT
The duration of this agreement will be a minimum of one (1) year, starting from the date that these terms are agreed, unless terminated earlier in accordance with the terms of this agreement. The agreement will renew automatically for additional one (1) year periods, unless written notice of termination is provided to you by us.
You are entitled to request termination of this agreement at the end of the existing one-year period, contingent to you providing us a minimum of thirty (30) days written notice. Termination prior to the current one-year period shall only be granted upon the mutual agreement of the parties involved, and we will not unreasonably withhold our consent to such terminations. You warrant and agree that we have the right to terminate this agreement immediately for any reason.
You agree that termination of the agreement shall not impact any license or usage of the Videos prior to termination. Upon termination we cease to actively perform Monetization and Video Management services, however licenses we have previously granted may remain in force. Accordingly, we will not be obligated to request our clients, partners and licensees to cease their use of Videos received from us. You agree and warrant our clients, partners and licensees may continue use of Videos, potentially in perpetuity and through any medium available on the internet or in broadcast. Such use will not be a breach of any form, by us or our clients of your rights.
IN CASE A COMPLAINT IS RECEIVED ABOUT THE VIDEO
In the event of complaints, claims or the commencement of legal action against us, we reserve the absolute right to act and respond in any manner we choose. You agree to provide assistance and take steps that we determine to be reasonably required of you to assist in responding. As part of our response we may decide to cease Monetization and Video Management Services, as well as request our clients, partners and licensees to cease from using the Video. We may also require you, within reason, to answer questions as they relate to the Video, or assist in enabling us to speak to individuals who appear in the Video.
If we are required to pay or incur compensation, legal fees or other associated losses and liabilities arising from complaints, legal action or claims, we reserve the right (including all other rights), to pursue such losses or liabilities. We may deduct them from payable amounts we owe to you as per this agreement.
CONFIDENTIALITY
You warrant and understand that information made available to you by Newsreel Media, including all communications, shall be deemed to be confidential. Information and communications deemed confidential includes, but is not limited to, any information about Newsreel Media as an organization, our plans, affairs, technology, work processes (including Monetization and Video Management Services), revenue (including any communication about your revenue share, fees or commissions), details about the sale of your Videos and any and all information and communications deemed by both parties to be deemed confidential, within reason. This agreement is an acknowledgment of the establishment of a business relationship between all involved parties based on confidence and trust. You agree and warrant to keeping all information deemed confidential, confidential during the term of this agreement and for a period of 3 years thereafter.
OUR LIABILITY
You acknowledge and agree to waive all rights to recover consequential, incidental and/or punitive damages. Our liability arising from losses you suffer in connection with this agreement will not exceed the lesser of; total amounts payable or paid by us to you as per the terms of this agreement (at date of relevant claim) or $200.
We will not be responsible (nor liable) for a failure or delay in our ability to perform obligations under this agreement, as caused by the occurrence of events outside our reasonable control.
GENERAL
This agreement incorporates our Privacy Policy which explains how we process and access personal information, including your personal information. By signing this Agreement, you acknowledge and agree to our Privacy Policy’s terms.
The rights and your obligations under this agreement are non-transferable, nor may you assign any or all of these rights to others. Terms in this agreement cannot be varied, except with our express consent.
All parties agree to complete all necessary documentation and complete any acts that are reasonably required to enable the full purpose of this agreement.
Failure to enforce any of the rights assigned to us as per this document does not represent a waiver of that right. Provisions in this agreement remain unaffected if any specific provision is deemed unenforceable.
The terms of this agreement shall take precedence over any communications, answers to queries or summaries provided of this agreement provided.
LAW
These Terms of Use shall be governed by and construed in accordance with the laws of the Province of Ontario, excluding its conflicts of law rules. You and we both agree that any legal proceedings brought by you against us arising out of or in connection with this agreement may be brought solely in the courts of Canada.