Terms and Conditions

Beachfront Builder Platform Agreement.

Last Updated 1/09/2015

Beachfront Media LLC

Beachfront Builder Platform Agreement / Confidential Terms

This Beachfront Builder Platform Agreement (“Agreement”) is entered into between Beachfront Media LLC (“BFM” or “we”) and you (“Partner” or “you”) and is effective as of the later of (a) the last date of execution set forth on the signature page below, and (b) the first date that your white labeled Beachfront Builder Platform Application (“Application”) is managed by Beachfront Builder Platform which enables the development and management of applications (each an "Application") pursuant to this Agreement (the “Effective Date”).

During the Term, the parties agree to the following commitments and obligations:

1. Beachfront Builder Platform Agreement Overview

BFM will provide you with its services and proprietary tools to help you manage your Application using Beachfront Builder Platform. BFM provides a platform, which enables the development and management of applications (each an "Application") as well as related hosting and support services (collectively, the "Service"), and BFM wishes to license the Service to you. Amongst other features, the Service enables (a) your addition of Content (as defined herein) to each Application and (b) your removal of Content from each Application. In exchange, BFM will receive a share of revenue generated by your Application managed by Beachfront Builder Platform based on the terms in Section 10 below.

2. Your Content

“Your Content” means the videos and other content appearing on your Application.

3. Your Ownership and Control of Content

You retain full ownership of, and absolute liability for your Content. You retain complete creative direction and control over your Content.

4. BFM’s Services

During the Term, BFM will use reasonable efforts to:

a. Application Approval; Publication

BFM shall submit an Application to all platform providers on your behalf. Such platform providers are referred to in this Agreement as "Providers." Notwithstanding the foregoing, if you desire, you can be the sole party that submits your Applications to Providers. BFM will use reasonable efforts to have such Application approved by the applicable Provider. Although there is a high likelihood of approval, BFM does not and cannot guarantee acceptance.

b. Technical Support

The technical support email address is support@beachfrontmedia.com. BFM will provide you all necessary technical support for the Service and each Application via email. Additionally, upon your request, BFM will make all modifications to an Application necessary for such Application to conform to a Provider’s requirements, or instruct you on how to make such modifications.

c. Optional Services

Custom Application: If you wish to retain BFM to develop a custom application, such retention and application will subject to additional fees and a mutually agreed upon addendum shall be attached to this agreement.

Online video platform: If you wish to utilize BFM as full service on-line video platform (i.e. hosting, transcoding, streaming etc.) such retention shall be mutually agreed upon and detailed in a separate agreement or an addendum to this agreement.

5. Your Grant of Rights to BFM During the Term, you grant to BFM each of the following rights:

a. The right to sell sponsorship or brand integrations on the Application managed by Beachfront Builder Platform;

b. The right to collect all revenues generated from your Application, including, revenues through all revenue generating partners and our direct sales, which revenues we will then share with you as described in Section 10;

c. The right to use your name and likeness, as well as to display your trademarks and trade names, if any, to promote your Application or the Beachfront Media Network.

6. Joining the BFM Network

You agree to promptly link and authorize your Application to be managed by Beachfront Builder Platform. By joining the BFM Network, all of your Application views will be included or “rolled up” exclusively into BFM total numbers for ComScore, and other reporting metrics.

7. Promoting the BFM Network

In order to show advertisers which Applications are part of the BFM Network, you agree to reasonably comply with promotional requests made by us from time to time, such as BFM Network branding on your Application managed by the Beachfront Builder Platform and cross-promotion of the BFM Network within your Application, all as mutually agreed upon between us.

8. Content Guidelines

During the Term, you agree to use reasonable efforts to upload Content regularly to your Application managed by the Beachfront Builder Platform. You may not upload Content or attempt to monetize Content that infringes on the rights of others, or that violates any law or regulation (“Improper Content”). BFM reserves the right to take down any Improper Content at its sole judgment and discretion, and to immediately terminate this Agreement if you upload Improper Content. Furthermore, you forfeit any revenue that you may have earned from posting Improper Content.

9. Term and Termination

Term 1 years commencing as of the Effective Date, with automatic renewals for successive 1 year periods unless either party provides written notice of termination to the other party at least 30 days prior to the start of any renewal term.

Termination: Either party may terminate this Agreement in the event of a material breach that is not cured within 15 days of notice. BFM may terminate this Agreement for any reason with at least 30 days notice to you or immediately in the event of a violation of Section 8 (“Content Guidelines”).

Notices: All notices provided by you hereunder must be sent to support@beachfrontmedia.com.

Financial Terms

10. Your Revenue Share

One time set up Fee: $1,000 (Waived)

We will pay you 50% if total ad impressions are between 0-500,000 per month OR 60% if total ad impressions are above 500,000 per month of all money we actually receive and retain for advertising displayed on the Application managed by the Beachfront Builder Platform, less standard commission fees for premium advertising or sponsorship campaigns that we may sell on your behalf.

11. Payment Terms

We will pay you your share of the money we receive within 30 days following the end of each calendar month that we receive it in. If the compensation owed to you in any given month is less than US$50, your earnings will be transferred over to the next month for payment. We will pay you through your PayPal or similar online, approved account or, at our discretion, by mailing you a check. We are entitled to deduct standard wire transfer or payment processing fees where applicable. We may also deduct from any sums due to you, any sums that you may owe to us at any time.

Additional Legal Terms

12. Representations, Warranties, and Covenants; Indemnification

You represent and warrant that:

a. You have the full right and power to make and perform this Agreement without the consent of any third party;

b. You have any and all necessary rights or clearances you may need in connection with your Application managed by Beachfront Builder and its Content;

c. Your Content 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; and

d. You will not include in any Application managed by Beachfront Builder any Content that would violate any of BFM’s general terms and/or policies as posted on BFM’s website.

e. You agree not to reproduce, duplicate, copy, reverse engineer, sell, resell or exploit any portion of the Service.

You further represent that you are at least 18 years of age or otherwise legally capable of entering into binding agreements such as this and including this one. If you are under the age of 18 or otherwise incapable of entering into this Agreement you will obtain your parent’s or legal guardian’s permission to do so as evidenced by their signature below.

You will not enter into any agreements that conflict with or are inconsistent with this Agreement.

You agree to defend, indemnify and hold harmless BFM (and its employees, successors, licensees, and permitted assigns) from and against any and all actions, causes of actions, liabilities, damages, costs, and expenses, including, reasonable attorneys’ fees and costs, and expenses arising out of any breach by You of any of the obligations, agreements, covenants, representations and/or warranties made hereunder.

13. Confidentiality; Non-Disparagement

Neither Party will disclose the terms of this Agreement to any third party except its legal or financial advisors.

During the Term and following the Term, you agree to not disparage or demean the reputation of BFM or its networks.

14. Post-Termination: Payments & Licenses

Upon termination of this Agreement for any reason set forth in this Agreement, you will be paid out the remaining funds owed to you in accordance with our normal payment process, unless those funds are attributable to Improper Content, or are de minimis (less than US $1), or are, in our reasonable sole discretion, attributable to your fraudulent behavior.

Upon termination of this Agreement and your departure from the BFM Network or platform, any licenses or assets BFM provided or made available to you (e.g., to its proprietary software or programs, or to third party music compositions, or to any custom design work we provided for your Application) will automatically terminate and you will have no further rights to use such materials in your Application or Content.

15. Taxes and Guild Payments

You are responsible for calculating and paying all taxes owed on all compensation received by you from us. If we are required, pursuant to any applicable present or future law, to make any deduction or withholding in respect of tax or otherwise from any amount or amounts payable to you pursuant to this Agreement, we shall: (i) be entitled to pay the amount or amounts in question after the deduction of the amount of such withholding or deduction; (ii) promptly pay to the relevant authority within the period permitted by law the amount of such withholding or deduction; and (iii) provide you with written evidence (including certification where appropriate) that we have made the payment to the relevant authority. If we do not make such withholding or deduction, you shall pay any and all taxes and other charges payable on account of such sums and you indemnify and agree to keep us fully indemnified from and against any liabilities or expense in connection with such withholding or deduction. If any governmental entity determines that we are responsible for paying taxes on your behalf, any further compensation will be net of taxes and you will promptly refund to us the amount(s) which we were required to pay on your behalf. If you reside in a territory where VAT applies, our payment to you may include VAT if appropriate and/or your payment may be subject to a VAT invoice. If you are a US resident or a US citizen, you must complete and submit to us an IRS Form W 9 and any other applicable tax documentation. All other Partners will be required to complete a form W-8BEN and any other applicable tax documentation. No worker’s compensation or other insurance will be obtained by us on your behalf. No payroll deductions for employment taxes or insurance of any kind will be paid by us. We are not a signatory to any agreement that would require any payments to WGA, DGA, SAG, or any other union or guild in connection with this Agreement.

16. Miscellaneous

Assignment: You understand and agree that BFM may assign this Agreement; however, because the subject matter hereof is personal to you and your content, you may not assign this Agreement to any party without our prior written consent which shall not be unreasonably withheld.

Governing Law: The construction and interpretation of this Agreement will be governed by and construed according to the internal laws of the State of Florida.

Severability: If any provision of this Agreement shall under any circumstances be deemed invalid or inoperative to any extent, it is agreed and understood that the invalidity shall not invalidate the whole Agreement, but this Agreement shall be construed, as not to contain the provision or provisions deemed invalid or inoperative.

No Employment Relationship: This Agreement does not create an employment or agency relationship. Nothing in this Agreement will render you an employee, worker, or agent of BFM and you shall not hold yourself out as such.

Disclaimers: EXCEPT AS EXPRESSLY WARRANTED HEREIN, THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND BFM EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE SITE, AND SERVICES INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COURSE OF DEALING OR COURSE OF PERFORMANCE.

Entire Agreement: This Agreement is the complete and exclusive statement of the mutual understanding of the parties with respect to the subject matter hereof and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter hereof, and any waivers or amendments after the Effective Date shall be effective only if made in writing and signed by both parties hereto. If this Agreement replaces a previous Application agreement signed between you and BFM (the “Previous Agreement”), to the extent that any payment terms in the Previous Agreement are modified by this Agreement, the payment terms in this Agreement will be effective on the first day of the month immediately following the Effective Date of this Agreement.

17. Arbitration

ANY DISPUTE OR CLAIM ARISING OUT OF OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT WILL BE FINALLY SETTLED BY BINDING ARBITRATION IN FLORIDA IN ACCORDANCE WITH THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION BY ONE ARBITRATOR APPOINTED IN ACCORDANCE WITH SAID RULES. THE ARBITRATOR SHALL APPLY FLORIDA LAW, WITHOUT REFERENCE TO RULES OF CONFLICTS OF LAW OR RULES OF STATUTORY ARBITRATION, TO THE RESOLUTION OF ANY DISPUTE. JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. NOTWITHSTANDING THE FOREGOING, THE PARTIES MAY APPLY TO ANY COURT OF COMPETENT JURISDICTION FOR PRELIMINARY OR INTERIM EQUITABLE RELIEF, OR TO COMPEL ARBITRATION IN ACCORDANCE WITH THIS PARAGRAPH, WITHOUT BREACH OF THIS ARBITRATION PROVISION.

Distribution/Monetization Beyond Your Application Managed by Beachfront Builder Platform

18. Non-Exclusive Grant of Rights

From time to time, we may have distribution and monetization opportunities (“Opportunities”) for your Content or other content that you may designate from time to time outside of your Application, including through other platforms outside of your Application (collectively, “Platforms”). During the term of the Agreement, you agree to grant to BFM the non-exclusive, worldwide, and sub-licensable right and license to display, use, distribute, modify, manage, claim (through Content ID, descriptive search and other similar services), create derivative works with (e.g., include in a compilation), monetize and collect revenues resulting from, your Content (and associated metadata) on or through Platforms by means of any and all media. You acknowledge and agree that, solely with respect to Opportunities involving the licensed distribution of your Content to third parties (including without limitation television broadcast), during the term of the Agreement, BFM may enter into such Opportunities that permit the use of your Content by such parties beyond the term of the Agreement (including without limitation in perpetuity).