Thank you for applying to “Be A KIDZ BOP Kid”!
- Your YouTube channel will move to the “Be A KIDZ BOP Kid” Network of channels.
- No minimum number of subscribers and/or views needed to join.
- All of the content on the “Be A KIDZ BOP Kid” Network is family friendly and safe for kids.
- Your videos and your channel will still be yours to control.
The terms and conditions (“Terms and Conditions”) which follow govern the relationship between “Be A KIDZ BOP Kid” (hereinafter “BAKBK”), located at 214 Sullivan St., New York, NY 10012 and you (hereinafter referred to as “Talent,” “you” and/or “your”) with respect to those specific YouTube video channel(s) as you have set forth in your Application submitted to BAKBK prior to the date hereof (the “Application”) or any future YouTube channels owned, created and controlled by you [“Channel(s)”] throughout the “Term” (defined below) hereof. By accepting these Terms and Conditions, you covenant and agree to be bound by the Application and the Terms and Conditions herein (collectively referred as the “Agreement”). In consideration of the sum of one ($1) dollar and other mutual promises and valuable consideration herein, and other good and valuable consideration, the receipt of which is hereby acknowledged, you and BAKBK hereto agree as follows:
- Territory: The Universe (the “Territory”)
- Term: The “Term” (“Term”) of this Agreement will commence on the “Effective Date” (below) and continue in perpetuity unless terminated by either party with 30 days prior written notice. Upon any such termination of the Term, neither party will have any further obligation, rights or duties to the other party, except those Terms and Conditions of the Agreement intended by their nature to survive the termination of the Agreement (e.g. warranties, indemnification, and obligations) will survive termination of the Agreement.
Talent Obligations: Talent agrees to the following:
- To move, upload or direct Talent’s Channel(s), including but not limited to video(s) and other content contained therein (“Talent Content”) into the BAKBK network of channels;
- To make Talent’s Channel(s) eligible and available for any and all advertising placements and sales secured by BAKBK, at the sole discretion BAKBK;
- To allow BAKBK’s support managers to assist and/or direct Talent with support services (e.g. optimizing videos, technical support, social media promotion, and cross connecting with other networks);
- To grant BAKBK a non-exclusive right to sell and/or manage any and all advertising inventory on Talent’s Channel(s) in connection with Talent Content therein;
- To grant BAKBK the non-exclusive right to sell so-called “brand integration” into Talent Content on Talent’s Channel(s), provided that any such brand integration shall be subject to Talent’s approval in each instance. Notwithstanding the foregoing, Talent is permitted to directly enter into third-party brand integration agreements, provided that in such instance Talent will notify BAKBK;
- To grant BAKBK a non-exclusive, transferable, worldwide, royalty-free gratis license to use Talent’s name, image, likeness, trademarks and/or logos in connection with the promotion of BAKBK network, BAKBK affiliated channels and brands and Talent’s Channel(s) and Talent Content therein;
- Ownership/Control. As between the parties, Talent will retain full control and ownership of, and absolute liability for, the Talent’s Channel(s) and all Talent Content contained therein. This will include creation, procurement, and uploading of any and all content therein, and the ongoing management and look and feel of the Talent’s Channel(s). BAKBK will not have the ability to upload content, alter the design or layout, etc. of the Talent’s Channel(s); provided, however, that BAKBK will have the absolute right to require Talent to remove content immediately upon any notice of copyright violation, or violation of any party’s rights, or concern thereof. Any video content or other content (live streaming, text, annotations, or otherwise) that is in violation of the Terms of this Agreement or violates any laws, rules or regulations, including YouTube’s and/or BAKBK’s Terms, rules, policies or other business interests, will also be removed immediately upon request. Talent will not use annotations or other similar YouTube tools and features in a manner that would conflict or interfere with BAKBK’s promotional or sales efforts and ongoing advertising campaigns.
- Action Fraud. Talent will not enable, allow or authorize any party to, directly or indirectly, generate automated, fraudulent or otherwise invalid advertising actions. If, in BAKBK’s or YouTube’s determination, activity related to content on Talent’s YouTube Channels is suspected or determined to be so-called “action fraud,” “click fraud” or “impression fraud,” or fraud of any other kind, whether in any automated or human way, by the use of a person, an automated script or a computer program to click on an any form of response mechanism, annotation or advertising unit, or any other fraudulent means, to increase impressions, skew results or imitate a legitimate user of a web browser, for example, by clicking on an ad unit for the purpose of generating an improper click value and generating revenue (collectively, “Action Fraud”).
- Matching Rights: If Talent contemplates entering into a similar relationship with a third party following the expiration of this Agreement, Talent agrees to provide BAKBK with a first opportunity to negotiate and a last right of refusal (to match the third party’s monetary terms) prior to actually entering into any contract or Agreement with the third party. The parties agree to promptly negotiate any potential renewal or right of first opportunity in good faith.
- Name and Likeness: Talent grants BAKBK the right throughout the universe, to use and reproduce the name, approved likeness, and approved biography of Talent in connection with any use or exploitation of the Channels.
Warranties and Representations:
- You warrant, represent that: (i) you have the right and authority to enter into this Agreement, and are under no contractual restriction or other disability that would prohibit you from entering into and fully performing under this Agreement; (ii) the exercise by BAKBK of the rights granted by you hereunder does not infringe upon the copyright, proprietary interest, or violate any other rights or interests of any third party, including any rights of privacy or publicity. iii) you own and control all Content on your Channel(s), or have all obtained all necessary rights, licenses and clearances directly from any such third party as needed with regard to Content on your Channel(s) and can provide documentation to BAKBK on demand of same, (iv) that BAKBK’s use and sale of Sponsor Advertising on your Channel(s) will not infringe on the rights of any person or entity, defame any person or entity, or violate any right of publicity or privacy of any person or entity; (v) that your Content or use of services herein will not violate any laws, rules or regulations, including those set forth by YouTube.com so called “user agreement”; (vi) you will not undertake any activities or enter into any agreements that are either in conflict or directly competitive to BAKBK and its rights herein; (vii) you are at least of 18 years of age or have obtain your parent’s or legal guardian’s permission to do so as evidenced via prior notice to BAKBK
- You expressly acknowledge that your services hereunder are of a special, unique and intellectual character which gives them peculiar value, and that in the event of a breach by you of any term, condition or covenant hereof, we may be caused irreparable injury. You expressly agree that if you breach any provision of this Agreement, we will be entitled to seek injunctive relief and/or damages as we may deem appropriate, in addition to any other rights or remedies available to us.
- Indemnification: Artist hereby agrees to indemnify and hold harmless BAKBK, its successors, assigns and licensees, and their respective directors, officers, agents and employees, from any and all damages, liabilities, costs and expenses, including attorney’s fees arising out of or in any way connected with any claim, demand or action inconsistent with this Agreement or any representation, warranty or agreement made by Artist herein.
- Assignment: BAKBK may assign this Agreement in whole or in part to any subsidiary, parent company, affiliate, or any party acquiring all or a substantial portion of BAKBK’s assets or stock; or any partnership or other venture in which BAKBK participates and such rights may be similarly assigned by any such permitted assignee. You are not permitted to assign any of your rights hereunder without the prior written consent of BAKBK.
- Notice and Cure: Artist shall not be entitled to take action by reason of any alleged breach by BAKBK of its obligations hereunder, nor shall any such breach be deemed material, unless Artist has first given BAKBK written notice specifying the nature of such breach and the grounds therefor, and BAKBK has failed to cure same within thirty (30) days following its receipt of Artist’s written notice thereof, or, if such breach is incapable of being cured in such thirty (30) day period, unless BAKBK has failed to commence to cure such breach within such thirty (30) day period and has failed to proceed with reasonable diligence thereafter to complete the curing of such breach.
- This Agreement sets forth the entire agreement between the parties hereto with respect to the subject matter hereof. No modification, amendment, waiver, termination, or discharge of this Agreement shall be binding upon either party unless confirmed by a written instrument signed by authorized signatories of both parties. A waiver by either party of any term or condition of this Agreement in any instance shall not be deemed or construed a waiver of such term or condition for the future, or of any subsequent breach of any such term or condition.
- Should any provision of this Agreement be adjudicated by a court of competent jurisdiction as void, invalid, unenforceable or inoperative, the remainder of this Agreement shall be effective as though such void, invalid, unenforceable or inoperative provision had not been contained herein.
- From time to time you will promptly execute and deliver to BAKBK any such documents as BAKBK may request to effectuate, register, record, perfect, secure, and/or evidence it’s herein. In the event you fail to execute and/or deliver any such documents to BAKBK within ten (10) days after BAKBK request therefor, then you hereby authorize and appoint BAKBK as BAKBK as your attorney-in-fact, to execute any and all such documents in your name.
- The relationship of the parties to this Agreement is that of independent contractors. Nothing in this Agreement will create any partnership, joint venture, franchise, sales representation, or employment relationship between the parties. Neither party has authority to make or accept any offers or representations on behalf of the other party except as specifically provided in this Agreement.
- This Agreement shall be deemed to have been negotiated and made in the State of New York and all questions relating to its validity, interpretation, performance and enforcement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict-of-law principles of such State. The federal and state courts located in the State of New York, County of New York, will have exclusive jurisdiction over any and all controversies arising out of or regarding this Agreement, and the parties hereby consent to personal jurisdiction therein.
- Electronic Signatures/Contracts. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR FULL AGREEMENT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IN WITNESS WHEREOF, THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT AS OF THE DATE OF SUCH ELECTRONIC SUBMISSION (THE “EFFECTIVE DATE”).