Business Terms

Please read these terms and conditions very carefully before registering for the B-Side content distribution program (”Services”). The terms and conditions of this Distribution Agreement (”Agreement”) govern you providing content to bside.com, Inc. and its affiliates (”B-Side”, “we”, or “us”) for possible inclusion in the Service. This Agreement between you (”you” or, if an entity, then “you” means that entity) and B-Side, is subject to change by us as described below. By clicking the “I Accept” button below, you (i) accept this Agreement; (ii) agree to be bound by these terms and conditions; and (iii) have entered into a binding agreement between you and B-Side. If you are entering into this Agreement on behalf of an entity, you represent that you have full legal authority to bind such entity to this Agreement.

Business Terms

1. Content. By entering into this Agreement, you are agreeing to provide us your content so that we may promote, sell, or exhibit your content subject to the terms of this Agreement. For purposes of this Agreement, content that is a distinct and separately saleable video and/or audio work will be called a “Title”. You will provide us content, in the form of a master of your film, still images, video excerpts and/or trailers, and graphic artwork (”Content”). You will own all right, title and interest in and to your Content.

2. Non-Exclusive. This Agreement is non-exclusive, and may be terminated by either party at any time with 60 days written notice.

3. Use of Content. We may use your Content to perform the following services during the Term (as defined below) throughout the universe (”Territory”):

• We will make your Title available for sale on www.bside.com (”bside.com”) as a DVD. You may supply us with finished product or if you do not provide us with finished product, we will be responsible, on our own or through third parties for the manufacturing of the DVDs. In all instances, we will be responsible for fulfilling orders and managing customer service.
• We will make your Title available for sale on bside.com as a digital video file delivered via streaming and/or downloading technologies (”Digital Video”). Digital Video will be delivered without the use of third-party copy protection or digital rights management software (”DRM”); and
• To help promote the sale of DVDs or digital downloads, and at our sole discretion, we may make your Title available for public exhibition (”Exhibition”). We will be responsible, on our own or through third parties, for marketing/promoting the Title, creating materials, and overseeing public Exhibition.

4. Pricing. We reserve the exclusive right to set the price for the sale of your Title on DVD or Digital Video (”Sale Price”), and the fees for Exhibition of your Title (”Admission Fees”). In an effort to promote your Title and bside.com, we may from time to time offer our customers special discounts or promotions, and may sponsor free public screenings. The Sale Price does not include any shipping fees or taxes.

5. License Fees. We will pay you the following fees for sales of DVDs or Digital Video, or the Exhibition of your Title (”License Fees”):

6. Amendments. We may revise the terms of this Agreement by providing the new terms for you to accept or reject when you next log in to bside.com and by sending notice to you at your email address of record. You must accept or reject the new terms within 5 days from the date the notice was sent to you, by logging into bside.com or as otherwise designated by us, and accepting or rejecting the new terms. If you do not reject the new terms within the 5 day period, you will be deemed to have accepted and be bound by the new terms.

7. Delivery of Content and Additional Services. You agree to deliver to us, and we may use, your Title as described in the Content Policy and Delivery Specification link on bside.com: http://www.bside.com/about/filmmakers/terms/specifications/. We may make available to you for use at your option any additional services described in the Additional Services link on bside.com: http://www.bside.com/about/filmmakers/terms/additionalservices/.

8. Removal of Content; Customer Returns. We may, in our sole discretion and at any time (i) reject Content or Titles; or (ii) refuse to list, or remove, any Title or Content from any B-Side Retail Outlet. You will remain liable for any other fees associated with Additional Services you may have selected that may be due under this Agreement in connection with any Title or Content that we remove for any reason. We will notify you of all rejected or removed Content (which may be via e-mail). We will determine how to handle customer returns in our sole discretion.

9. Fees; Taxes.

9.1 Payment Terms. A sale will be deemed to have taken place at the time that a customer order is fulfilled and we have received payment. We will pay you the License Fee on Titles sold during any given month within 30 days after the end of the month in which we receive payment, provided the total due from us exceeds $100.00. If the License Fee during a month does not exceed $100, we shall pay you within 30 days of the end of each calendar quarter. If you have outstanding amounts payable hereunder, then we will have the right to set off such amounts against any License Fee then payable.

9.2 Third Party Fees. You shall be responsible for residuals, royalties, reuse fees, mechanical rights fees or any other fees or costs of any kind required for use of any performance or composition contained in the Content or Titles.

9.3 Taxes. You will be responsible for determining taxes you owe on License Fees you receive under this Agreement. You agree to pay all applicable taxes or charges imposed by any government entity in connection with this Agreement.

10. Licenses; Ownership.

10.1 Content. Subject to the terms of this Agreement, you grant to us a nonexclusive, worldwide license to (i) create digital versions of Content or Titles you provide in any format; (ii) create digital copies of your Content or Title; (ii) distribute your Content or Title through bside.com in digital or physical form or using any other distribution mechanism now or hereafter devised; (iv) create promotional clips from your Content; (v) distribute, display, transmit, perform and use the promotional clips and any descriptive materials to advertise and promote the Titles in all media now or hereafter devised, including through bside.com; and (vi) create packaging materials. In addition, we may use text from the Content or Titles, including creating or using closed caption text or transcripts, as the basis for returning search results to visitors to bside.com and to display excerpts of such text. You further grant to us those rights and licenses necessary to technically effectuate the rights granted to us herein, including the right to reproduce and adapt the Content or Title. For descriptive materials, the license will be perpetual and royalty-free. The parties agree that the rights in this Agreement will allow us to continue, following the Term, to display the descriptive materials on bside.com.

10.2 Related Parties; Ownership. We may sublicense the rights granted to us herein to any third party designated or engaged by us or acting on our behalf for purposes of fulfilling our obligations under this Agreement. Subject to the licenses set forth in this Section and the following sentence, and as between the parties, you own all right, title and interest in and to the Content and Titles. We will own all right, title and interest in and to the templates and other materials created, provided or used by us in the fulfillment of obligations in this Agreement, including all intellectual property rights therein.

11. Representations and Warranties. You represent and warrant that (i) you will comply with all laws, rules, regulations and orders regarding your performance hereunder; (ii) you have all right, power and authority to enter into this Agreement and perform your obligations hereunder; (iii) there shall be no defects in the chain-of-title to the Content or Titles, the screenplay or any other literary, musical or dramatic material upon which the Content or Titles are based; (iv) you are granting us the rights, licenses and authorizations hereunder free and clear of any encumbrances; (v) you have obtained all rights and permissions to grant the licenses hereunder that are necessary for us to exercise the rights granted under this Agreement; (vi) the Content and Titles (and our use thereof) are not defamatory, libelous, obscene, or otherwise illegal, do not invade any right of privacy, and do not infringe upon any intellectual property right or right of publicity of any third party, and any recipe, formula, or instruction contained in the Content and Titles is accurate and is not injurious to the user; (vii) the Content and Titles comply with all aspects of the Content Policy, as may be updated from time to time; (viii) the main and end titles, credit block and all descriptive materials and Content contain all necessary and proper credits for the actors, directors, writers and all other persons who are entitled to receive such credit and fully comply with all applicable contractual, guild, union and statutory requirements and agreements; (ix) all rights, clearances, consents and approvals necessary to the use and exploitation of all footage included in the Content and Titles are in place and you have written documentation to this effect with respect to all performers, contributors, persons or entities having performed services with respect to or appearing in the Content or Titles in a manner consistent with customary practices; and (x) you acknowledge the Title will be available as a Digital Video on bside.com, without the use of DRM.

Next: continue on to read the Additional Terms.