MONETIZATION AGREEMENT
This MONETIZATION Agreement (the "Agreement") is made and effective Monday, 06 May 2024,
BETWEEN: Monetise Social Media (the "Monetization Services Provider"), a corporation organized and existing under the laws of the United Kingdom, with its head office located at:
450 - 500, Silbury Bulavard, Central Milton Keynes MK9 2AD, Buckinghamshire, United Kingdom
AND: YOU (the "MONETIZER"), a corporation organized and existing under the laws of the United Kingdom.
RECITALS
Monetization Services Provider desires to introduce a portfolio of on-line computer services to its customers which will include a Digital Media Streaming service or service segment ("Service Segment") and to promote and exploit as part of the Service Segment certain Content owned or licensed by MONETIZER; and MONETIZER desires to make such Content available to Monetization Services Provider pursuant to the terms of this Agreement.
For good and valuable consideration, receipt of which is hereby acknowledged, Monetization Services Provider and MONETIZER hereby agree as follows:
1. LICENSE TO EXPLOIT THE CONTENT
1.1 Grant of License
Subject to the terms of this Agreement, MONETIZER hereby grants to Monetization Services Provider a worldwide license to use, copy, display and perform (privately and publicly), publish, transmit, distribute and exploit the Content in whole or in part, separately or together with the MONETIZER Trademarks, on or in connection with the promotion or marketing of an Monetization Services Provider Service in any medium, now known or hereafter devised, including, without limitation, in connection with any demonstration, promotion, advertisement or publicity of an Monetization Services Provider Service. Without limitation of the foregoing, the rights granted to Monetization Services Provider include the following:
(i) the right to enter the Content and MONETIZER Trademarks into Monetization Services Provider's files, storage space and databases;
(ii) the right to store, process, retrieve and transmit and to authorize others to store, process, retrieve and transmit the Content and MONETIZER Trademarks on or in connection with an Monetization Services Provider Service in any manner or media, now known or hereafter discovered or devised;
(iii) the right to reasonably juxtapose and combine the Content with materials owned and/or controlled by Monetization Services Provider, and/or by third parties for the purpose of promoting and advertising the Monetization Services Provider Service; and
(iv) the right to offer to Subscribers the option of printing and Downloading for personal use all or any portion of the Content and the MONETIZER Trademarks to the Subscriber's computer hard drive or onto a separate disk.
1.2 Exclusivity
The license granted to Monetization Services Provider herein shall be non-exclusive.
1.3 Corporate Web Site
MONETIZER will have the right to create and/or maintain its own web site for any corporate purpose which is not competitive with the Service Segment, except MONETIZER may provide technical support for the Content and promote and advertise the Content and the Service Segment on its web site.
2. SUPPLY OF CONTENT
MONETIZER shall furnish the Content to Monetization Services Provider in accordance with the provisions of the Service Agreement of the Service Subscribed to. Thereafter, during the Term of this Agreement: (i) MONETIZER shall create, update and maintain the Content (and without limitation, perform in all material respects the obligations specified herein in connection therewith); and (ii) provide the Content for publication and distribution on the Monetization Services Provider Service. If within thirty (30) days after receipt by MONETIZER of a Delivery Notice from Monetization Services Provider, MONETIZER fails in any material respect to deliver substantially all of the Content referenced in such Notice, this Agreement may be terminated by written notice from Monetization Services Provider to MONETIZER.
3. Monetization Services Provider SERVICE FUNCTIONS OF Monetization Services Provider
Monetization Services Provider shall have the following service function responsibilities:
3.1 Use reasonable efforts to establish, maintain and operate the Service Segment and Monetization Services Provider Service at its expense pursuant to the terms of this Agreement;
3.2 Host content on servers and provide specifications, and support for MONETIZERs to transport their content to the Monetization Services Provider Service; including the maintenance of file or storage space reasonably sufficient to store current Content made available by MONETIZER for a reasonable time consistent with commercially prudent operation of the Monetization Services Provider Service, provided Monetization Services Provider shall not be obligated to archive Content that has been updated, replaced or becomes obsolete;
3.3 Provide such development and authoring tools and such other Monetization Services Provider Software (including any updates, upgrades and enhancements of such) as Monetization Services Provider determines in its sole discretion to make generally available to MONETIZERs (subject to Section 2(b) of the Standard Terms) for the purpose of allowing MONETIZER to design, develop, launch, test and implement its Content on the Monetization Services Provider Service;
3.4 Provide such training as Monetization Services Provider determines in its sole discretion to make generally available to MONETIZERs, on terms that are at least as favorable as the terms generally available to other MONETIZERs;
3.5 Provide network access to the Monetization Services Provider Service or other Internet access service as may be offered by Monetization Services Provider, as well as general access to users from other Internet access Providers;
3.6 Provide various operational features for a competitive on-line service which may include Information access, on-line communications and applications, file copy services, electronic shopping capabilities, E-Mail, chat forums, bulletin boards, and Internet standard security for transactions and user data input, all subject to Monetization Services Provider's right to determine, in its sole discretion, the features that will be available with the Monetization Services Provider Service and the date of availability;
3.7 Provide customer care, including develop and promulgate guidelines for customer care and service, maintain a subscriber registration process, perform all billing and college functions, manage billing inquiries and complaints, collect usage data, develop and adhere to quality control functions, provide customer support and refer inquiries to MONETIZER where necessary, monitor and maintain system performance.
4. ADVERTISING AND PROMOTION
Monetization Services Provider shall have the right to enter into agreements with advertising sales agencies which grant them the right to sell advertising on the Monetization Services Provider Service, including advertising for inclusion in any page or screen which includes the Content. Monetization Services Provider or any such advertising sales agency engaged by Monetization Services Provider shall be entitled to obtain advertisements for inclusion on any screen which contains MONETIZER's Content, provided such advertisements: (i) shall comply with the Monetization Services Provider Advertising Standards and MONETIZER Advertising Standards; (ii) shall not be juxtaposed with or appear to be part of the Content; and (iii) shall make no statement to the effect or which implies that MONETIZER, any MONETIZER Brand or any owner or creator of the Content certifies, endorses or guarantees the Monetization Services Provider Service, any segment thereof, any other MONETIZER of content or service or any other service or product.
5. ELECTRONIC COMMERCE
MONETIZER shall offer products for sale on the Monetization Services Provider Service, namely Mp3s, Electronic Books, Concert Tickets and Mp4s provided that: (i) the MONETIZER complies in all material respects with Monetization Services Provider customer care guidelines, and (ii) such offers are approved in advance by Monetization Services Provider, which approval shall not be unreasonably withheld. In the event an offer is not rejected by Monetization Services Provider within ten (10) business days after it is presented to Monetization Services Provider by MONETIZER for approval it will be deemed approved. In addition, once an offer is approved, such approval shall apply to subsequent offers of product(s) and service(s) that are substantially similar. Monetization Services Provider shall have responsibility for providing Electronic Commerce Operations with respect to the sale of any products or services pursuant to this Article V (consistent with technical capabilities of an Internet based on-line service) at a standard consistent with Monetization Services Provider's customer care practices.
6. REVENUES AND PAYMENT
Monetization Services Provider shall receive 30% and the MONETIZER shall receive 70% of all revenues derived from charges to Subscribers for the Downloading of Content (other than (i) the Content Downloading charges established by MONETIZER, and (ii) Adjusted Transaction Revenues in connection with MONETIZER Transactions).
7. MARKETING MATERIALS
7.1 Upon request by Monetization Services Provider, MONETIZER shall promptly furnish to Monetization Services Provider, graphics, artwork and/or other materials now in existence or which come into existence during the Term, as MONETIZER determines to furnish in its reasonable discretion, for the advertising and promotion of the Content, and its availability on the Monetization Services Provider Service, to be used by Monetization Services Provider and by third parties authorized by Monetization Services Provider, solely for the purpose of advertising and/or promoting the Monetization Services Provider Service; provided, however, that no change or modification can be made to such materials without MONETIZER's prior approval, which approval shall not unreasonably be withheld, and further provided, that in the event such a request for approval is not rejected within ten (10) business days after submission to MONETIZER, it will be deemed approved.
7.2 MONETIZER shall actively promote and market the Content and its availability on the Monetization Services Provider Service, as soon as reasonably practicable and after reasonable collaboration with Monetization Services Provider. MONETIZER shall secure and pay for, at its sole cost and expense, advertising, in any media, of the Content and its availability on the Monetization Services Provider Service and shall mention the Service Segment in all such advertising, and in all media packaging of Derivative Products. MONETIZER may determine in its discretion the amount of advertising and the allocation of advertising among different media. Upon Monetization Services Provider's request, MONETIZER shall furnish Monetization Services Provider with a description of its advertising program no more often than once every six months during the Term. The content of all such advertising shall be subject to the prior written approval of Monetization Services Provider, which shall not be unreasonably withheld. No advertising or any promotion shall make any use of Monetization Services Provider's name or logo, or the name or logo of the Monetization Services Provider Service or any segment thereof, or any other property of Monetization Services Provider, without Monetization Services Provider's prior written approval, provided, however, that approval to use the name of the Monetization Services Provider Service and/or the Service Segment shall not be unreasonably withheld. If Monetization Services Provider does not reject any advertising or promotional content or materials within ten (10) business days after it has been submitted to Monetization Services Provider by MONETIZER for approval, such advertising or promotional content or materials shall be deemed approved.
7.3 Monetization Services Provider will consult with MONETIZER concerning co-marketing opportunities for the Service Segment and MONETIZER's Content as well as the organization, direction and other aspects of the Monetization Services Provider Service. Monetization Services Provider will include references to MONETIZER and MONETIZER Trademarks in advertising that includes the names of other Anchor MONETIZERs of the Service Segment.
7.4 If Monetization Services Provider, in its discretion, elects to create and use marketing materials which mention the Content and/or the MONETIZER Trademarks (other than any marketing materials in which the MONETIZER Trademarks appear in whole or in part in a list of MONETIZERs on the Monetization Services Provider Service), Monetization Services Provider shall furnish MONETIZER an opportunity to review and approve such materials prior to their initial publication or distribution, which approval shall not be unreasonably withheld. If such materials have been approved by MONETIZER, Monetization Services Provider shall have the right to create, publish and distribute, without additional approval, subsequent marketing materials which mention MONETIZER, the Content and/or the MONETIZER Trademarks in a substantially similar manner, provided that Monetization Services Provider shall use reasonable efforts to furnish MONETIZER with copies of all such marketing materials prior to their appearance in any media or through any retail or other public presentation. If MONETIZER does not reject marketing materials within [NUMBER] days after it has been submitted to MONETIZER by Monetization Services Provider for approval, it shall be deemed approved.
8. SUBSCRIBER INFORMATION
At MONETIZER's request, Monetization Services Provider will provide MONETIZER, without charge, with user profile information ("User Profile Information"), as determined by Monetization Services Provider in its reasonable discretion, that describes the habits, usage patterns and/or demographics of Subscribers as a group, subgroup or a class of Subscribers. Information identifying the name or address (electronic or physical) of a Subscriber ("Individual Subscriber Information") will be provided to MONETIZER, without charge, to the extent readily available, solely in connection with MONETIZER Transactions and solely for MONETIZER's internal use in connection with product or service registration, accounting, research and marketing. At Monetization Services Provider's discretion, Individual Subscriber Information may be provided to MONETIZER, without charge, solely for the purpose of enabling MONETIZER to design, implement or create a marketing program whereby MONETIZER makes a special offer or communication relative to its products and/or services to a targeted group of Subscribers, subject to each individual Subscriber's right to elect not to receive any such offers or communications. Individual Subscriber Information related to MONETIZER Transactions which is collected by Monetization Services Provider shall be Confidential Information and shall be treated as such by the MONETIZER. Monetization Services Provider will not disclose any General Profile Information or Individual Subscriber Information which is derogatory to or critical of MONETIZER or any officer, director, agent or employee of MONETIZER.
General Profile Information shall not be used by MONETIZER except in connection with providing Content for the Monetization Services Provider Service, except that MONETIZER may disclose such Information, pursuant to appropriate nondisclosure agreements, to potential advertisers and sponsors for the purpose of soliciting advertising, additional Content and Sponsorship for the Monetization Services Provider Service. All other information provided by Monetization Services Provider to MONETIZER pursuant to this Section shall be solely for the use of MONETIZER pursuant to the terms of this Section and shall not be disclosed by MONETIZER to any person or entity which could reasonably be construed as being a competitor of the Monetization Services Provider Service or other Monetization Services Provider services.
9.. GOVERNING LAW
This Contract shall be treated as though it were executed and performed in the United Kingdom and shall be governed by and construed in accordance with the laws of the United Kingdom (without regard to conflict of law principles). Any cause of action of Buyer with respect to the Site must be instituted within THREE (3) months after any purchase or be forever waived and barred. All actions shall be subject to the limitations set forth in Section 8. The language in this Contract shall be interpreted as to its fair meaning and not strictly for or against any party.
10 LITIGATIONS
All legal proceedings arising out of or in connection with this Contract shall be brought solely in the United Kingdom and Buyer expressly submits to the jurisdiction of said courts and Buyer consents to extra-territorial service of process. Should any part of this Contract be held invalid or unenforceable, that portion shall be construed consistent with applicable law as nearly as possible to reflect the original intentions of the parties and the remaining portions shall remain in full force and effect. To the extent that anything in or associated with the Site or the Company is in conflict or inconsistent with this Contract, this Contract shall take precedence. Failure of Company to enforce any provision of this Contract shall not be deemed a waiver of such provision nor of the right to enforce such provision.
11. ACKNOWLEDGMENT
This Agreement represents the entire understanding between MONETIZER and Monetization Services Provider regarding your relationship to Online and supersedes any prior statements or representations. IF YOU AGREE TO BE BOUND BY THE TERMS OF THIS ONLINE AGREEMENT, please click the "I Agree" button below. If you do not agree to the terms of the Monetization Agreement, kindly log off the system.
If you don't click on "I Agree" then you will not be able to purchase any goods or services.
