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By clicking to agree to this Digital Video Distribution Agreement, which is hereby offered to RIGHTS HOLDER by JUICE (as those terms are defined below), RIGHTS HOLDER agrees with JUICE to the terms and conditions set forth herein, and you personally represent and warrant to JUICE that you are authorized to electronically sign this Digital Video Distribution Agreement on RIGHTS HOLDER’S behalf.
This Digital Video Distribution Agreement (hereinafter referred to as the “Agreement”) is made between JUICE INTERNATIONAL HOLDINGS INC., an Ontario corporation with offices at 317 Adelaide Street West, Suite 601, Toronto, Ontario, Canada (hereinafter "Juice" or the “Company”) and the legal entity associated with the Juice account created by Rights Holder on the Juice website through which this Agreement is executed (“Rights Holder”), and is entered into as of the date on which this Agreement is electronically executed by Rights Holder via the Juice website (the “Effective Date”).
The terms and conditions contained in this Agreement are incorporated by reference into all future orders or agreements executed between the said parties and this Agreement shall be deemed to incorporate by reference all schedules and exhibits hereto.
WHEREAS The Rights Holder owns or holds rights to certain film, television and video content, including without limitation, files, images, graphics, photos, video, messages, tags, sounds, and other works of authorship (collectively, "Content") which it wishes to have the Company distribute to various Licensees (as defined in Section 2.1 below) in accordance with the terms herein;
NOW THEREFORE in consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows:
The Content listed in the Rights Holder’s online account with Juice shall form the Content for which rights are available under this Agreement.
The Rights Holder may add or remove Content licensed under this Agreement to Juice from time to time by updating the Rights Holder’s online account; provided, no such change shall take effect until thirty (30) days after such changes are made to the Rights Holder’s online account by the Rights Holder.
For the purposes outlined in this Agreement, Rights Holder hereby grants to Juice a limited, non-exclusive, transferable license (the “License Rights”) to:
(a) Sell, copy, distribute, and otherwise exploit the Content digitally by various means including, without limitation, permanent digital downloads, temporary digital downloads, interactive streaming, non-interactive streaming, cloud services and so-called "disc-on-demand" services through certain outlets as selected by Rights Holder as a part of the online application process (such stores, outlets and distribution portals are referred to as "Licensees");
(b) Collect or receive on behalf of Rights Holder all Revenue (as defined in Section 4.4 below) derived therefrom;
(c) Use, copy, reproduce, display, perform, adapt, modify, delete from, add to, publicly perform, publicly display, reproduce and translate, deliver (either directly or through third parties) and promote such Content through certain outlets or Licensees agreed to by Rights Holder in writing or in Rights Holder’s online account with Juice, and to grant and to authorize sub-licenses of the foregoing;
(d) To use, license and exploit the names, photographs and likenesses, artwork images, biographical and other information provided by Rights Holder (or artists whose performances are embodied on the Content) in connection with the Content in accordance with Juice's general business and carrying out the terms of this Agreement;
(e) Create and distribute thumbnail images, clips, recordings and videos of up to 180 seconds in duration in connection with the promotion of the Content; and
(f) All such other acts and things as Juice may determine to be necessary or desirable to carry out in connection with the objectives of this Agreement.
NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A GRANT OF TITLE OR OWNERSHIP TO ALL OR PART OF THE CONTENT, INCLUDING RELATED COPYRIGHTS, TO JUICE, END-USER CUSTOMER, OR ANY OTHER THIRD PARTY.
To the extent permitted by law, the foregoing includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “Moral Rights.” To the extent Rights Holder retains any such Moral Rights under applicable law, Rights Holder hereby ratifies and consents to any action that may be taken with respect to such Moral Rights by Juice and agree not to assert any Moral Rights with respect thereto.
The Rights Holder hereby represents that:
(a) It has all rights of, and all waivers of any applicable moral or similar rights by, artists, performers, writers, producers, directors, the composers, lyricists, authors and/or publishers of any musical compositions embodied in the Content, including, without limitation, any mechanical (i.e. reproduction and distribution) rights and any other third party rights that may be required for Juice to sell, promote, store, distribute or otherwise use the Content on an unencumbered basis as authorized by this Agreement and;
(b) Has made all corresponding full and timely payments of all royalties, residuals, participation payments, repeat fees and/or other sums payable for such rights and/or waivers (to artists, producers, performers, musicians and other royalty participants, as applicable), and all payments that may be required under any collective bargaining, union or guild agreements related to the Content or its exploitation or other use hereunder, including any similar payments which are not now but hereafter become payable (collectively, the “Payments”). The Rights Holder hereby covenants and agrees to make all future Payments and shall hold harmless and indemnify Juice from any liability therefrom.
Rights Holder shall provide to Juice, at its sole cost and expense, all deliverables as required by Juice in writing (the “Deliverables”) in the formats requested by Juice from time to time relating to the Content or as otherwise specified herein. Rights Holder acknowledges that Juice will have no obligation to provide any services hereunder until it has received all necessary Deliverables. Rights Holder shall bear the costs associated with modifying or reformatting Deliverables so that they are usable by Juice.
Before undertaking such additional work, Juice shall provide Rights Holder with a cost breakdown outlining any additional work required to correct or repair faulty Deliverables. Before commencing such additional work, Rights Holder shall issue written authorization to Juice to proceed with the work outlined. Payment for this work must be made in full before Juice furnishes further services. If Rights Holder chooses not to proceed with the work required to make the Deliverables useable for Licensee, Juice will charge Rights Holder an administrative fee of $500 plus applicable taxes and arrange for the pick-up or return of the Content, which cost will be borne by Rights Holder.
Notwithstanding the above, Rights Holder agrees that Juice shall have the right to supplement existing artwork necessary to complete the packaging for discs-on-demand or any other Content. Reasonable efforts will be made to provide Rights Holder with approval rights over such artwork, but in the event that Rights Holder objects to any such artwork Rights Holder’s only remedy shall be to (a) provide appropriate replacement artwork or (b) request prospective discontinuation of delivery of the materials in such manner and in accordance with the terms of this Agreement. In no circumstances shall Juice have any liability to Right's Holder with respect to the quality, sufficiency or other aspect of the creation and delivery of such discs-on-demand.
Rights Holder will make available to Juice all Programs (in addition to any associated trailers, clips, artwork, extracts, synopses, photographs, caption files, and, unless otherwise agreed by the parties, the required metadata), including day-and-date releases, available in Right Holder’s VOD and EST release windows during the Term, pursuant to a mutually agreed upon delivery schedule. Rights Holder will use its best efforts to make any additional (a) VOD Programs; and (b) EST Programs available to licensee(s) during the Term no later than four weeks before their first VOD or EST (as applicable) release date in the Territory, provided that licensee(s) may not distribute such Programs on a VOD or EST (as applicable) basis until their applicable first VOD or EST (as applicable) release date in the Territory. Notwithstanding the foregoing, Rights Holder agrees: (x) to make all Programs in Rights Holder’s VOD and EST release windows available to the licensees covered in this agreement no later than Rights Holder makes such Programs available on a VOD and EST basis to any similarly situated distributor or licensee(s) (e.g., Amazon, Google, iTunes); (y) Rights Holder's VOD and EST windows applicable to the Programs made available to licensee(s) will be no more restrictive with respect to territory or duration than the VOD and EST windows applicable to such Programs when made available by any similarly situated licensee(s) (e.g., Amazon, Google, iTunes); and (z) any EST Episode from Rights Holder’s current broadcast season delivered hereunder (if any) shall be made available to licensee(s) for display on a schedule sufficient for licensee(s) to enable distribution no later than twenty-four (24) hours following such EST Episode’s initial broadcast. Any theatrical motion picture, episode of a television series, made-for-television program, and direct-to-video program made available by Rights Holder during the Term shall be deemed a Program pursuant to this Agreement at the time that such audiovisual content is made available to licensee(s) by Juice on behalf of Rights Holder. In addition, all Programs made available by Rights Holder under this Agreement may be made available at a later VOD release window during the Term, if any, without additional fees/processing costs (other than any applicable revenue share) to Rights Holder (subject to the applicable VOD windows and Rights Holder’s continuing rights in such Programs).
(a) Rights Holder shall be solely responsible for determining all parental advisory warning status or ratings required by the applicable ratings board, service or other organization (a “Ratings Board”) for any Content, and for providing any such advisories or ratings to Juice who is hereby authorized to communicate such information to the applicable Licensees. The Licensees shall be further authorized to display the advisory or rating provided by the Rights Holder where other similar information about the applicable Content is displayed before a transaction is initiated. If, for any reason, an applicable Ratings Board rating is not provided, then the Rights Holder acknowledges and agrees that Juice or the Licensee reserves the right, in its sole discretion, to rate the applicable Content as “explicit” or “unrated,” or exercise its right not to make the relevant Content available to the Licensees. Notwithstanding anything to the contrary and unless otherwise agreed in writing by Juice and the applicable Licensee, in no event shall the Rights Holder deliver Content of any kind which:
(b) Rights Holder shall be responsible for providing Licensee with all applicable metadata to the Content, which shall include, chaptering, rating/parental advisory, closed captioning, dubbing (if applicable), subtitles (if applicable), cue sheets, with any attribution or credit requirements imposed on the Rights Holder by any applicable union, guild or contractual obligations. Such credit information shall be complete and accurate, and shall be embodied in the Film, TV and Video Content. Notwithstanding adherence to Licensee's requirements, nothing stated herein shall provide any guarantee or assurance to Rights Holder that the Licensee will accept such Content.
(c) Rights Holder shall ensure that all Content, as applicable, contains bar codes, universal product codes (“UPCs”), international standard recording codes (“ISRCS”), international article numbers (“EANS”) and Japanese article numbers (“JANS”).
Juice reserves the right to reject, for any reason, the Content or any Deliverables that Rights Holder submits. Juice is under no obligation to deliver, free of charge to Rights Holder, the mezzanine files created for delivery to the various licensees Juice works with. Mezzanine files created for Licensees are securely stored at Juice per the requirements of each licensee. Juice cannot guarantee the sale or rental of the Content by the general public.
Rights Holder acknowledges that in providing the services and payments hereunder, Juice will be required to enter into certain sub-licensing agreements with various licensees, consumer stores or sub-distributors. Rights Holder agrees that this Agreement shall be subject to any applicable terms and conditions of the agreements Juice enters into with respect to such licensees, consumer stores or sub-distributors. Without limiting the generality of the foregoing, Rights Holder acknowledges that:
(a) Licensees, consumer stores and sub-distributors will have the right to use content protection programs in connection with the Content, and
(b) Licensees, consumer stores and sub-distributors may withdraw the Content from distribution at their sole discretion. Juice will have no liability to Rights Holder for the acts or omissions of any licensees, consumer stores and sub-distributors.
All third party participations and payments (including, without limitation, all fees, payments, costs or charges to any producer, director, writer, actor, composer, musician or any other person who performed services or furnished material in connection with the Content, and/or to any guild, union, performing rights society, publisher or owner of master recordings) are Rights Holder's responsibility and shall, under no circumstances, be the responsibility of Juice. Such amounts, if any, shall be paid by Rights Holder on a timely basis.
In consideration of the services rendered hereunder, Rights Holder will pay to Juice the fees as Juice advises to Rights Holder in writing following the acceptance of this Agreement. Rights Holder shall be under no obligation of any kind to proceed with Juice until the aforementioned fees have been approved in writing by Rights Holder. Upon acceptance of the content by Juice for distribution to one or more licensees, all such fees are due and owing by Rights Holder to Juice. Juice shall be under no obligation of any kind to render services until payment is received in full.
Payment must be furnished via PayPal. If desired, Juice will consider establishing credit with the Rights Holder after completion of the first project with Juice. If credit is established, Juice will invoice Rights Holder at the time of commencement of new services or in accordance with Juice’s standard billing terms and conditions. Juice reserves the right to change its credit policy at any time without notice.
All payments shall be made in United States dollars without deduction for any exchange or conversion and without deduction for any taxes, duties, excises or charges.
In the event payment is not received by Juice according to these terms, Rights Holder may be charged one and one-half percent (1.5%) interest monthly on the past due amount in addition to any other remedies Juice may have available to it.
Rights Holder expressly agrees that Juice is authorized to deduct any charges Rights Holder may incur in connection with use of Juice's services directly from Rights Holder's account or charge such fees to any alternative payment method Juice may accept from time to time. If a valid and timely payment is not provided, Rights Holder's service may be disconnected or interrupted.
In the event Juice or its distribution partners do not accept the Content for distribution but after the Delivery Fee has been paid, Juice shall refund the full amount of the Delivery Fee received from Rights Holder less an administrative fee, currently set at $125 plus applicable taxes.
Upon acceptance into one or more distribution platforms, the Delivery Fee paid by Rights Holder shall be non-refundable. Rights Holder acknowledges that Juice's sole obligation and responsibility is the cost required to cure defects (where such defects are in fact curable using Juice’s services) in the source material and/or satisfy Licensees' quality control requirements. Juice shall notify Rights Holder within fifteen (15) days of any issues arising with encoding of the content for distribution and any additional costs required. Rights Holder shall have fifteen (15) days from the date of such notice to either pay the additional costs required to Juice to address such deficiencies, failing which Juice shall have the right to terminate the Agreement on written notice.
In consideration of the terms of this Agreement, Juice will pay Rights Holder 100% of the Gross Revenue received by Juice from Licensees related to the sale or rental of the Content, less the applicable fees as advised by Juice to Rights Holder in writing, and any approved additional fees, plus applicable taxes, processing or administrative charges (the “Revenue”).
At the end of each calendar month payment shall be made via regular mail or electronic funds transfer to the address registered in Rights Holder’s online account with Juice, together with a statement of income showing the calculation or breakdown of such Revenue, within 30 days of Juice receiving payment from Licensee(s). If the Revenue does not exceed five hundred dollars ($500) for the calendar month, payment will be withheld and the balance will carry over to the following month until a total of five hundred one dollars ($501) has been accumulated, at which time payment will be issued to Rights Holder per above. If by the end of each calendar quarter ending March 31, June 30, September 30, and December 31, a total of five hundred one dollars ($501) has not accumulated, payment of Revenue collected for the quarter, regardless of the amount, shall be made to the address registered in Rights Holder's online account with Juice.
Rights Holder shall have the right to review Juice's books and records, at Rights Holder's sole cost and expense, at any time within sixty (60) days following the date of mailing of a monthly statement of income provided to Rights Holder by Juice (the “Monthly Statement”). Any failure to give written notice of objection within said sixty (60) day period from the date of the Monthly Statement by the Rights Holder shall bar any further objections by Rights Holder from initiating or, if initiated, maintaining any action, claim, or proceeding against Juice on the payments owing under the Monthly Statement.
Such review shall be conducted by an independent certified public accounting firm who is not being compensated on a contingent fee basis. As a condition of such review, all persons participating in such review must agree to Juice's then-standard non-disclosure and confidentiality agreement. Any such review rights will apply only to information relating to the Content and shall be conducted during regular business hours at Juice's premises and at times mutually agreed to between Juice and the Rights Holder. Rights Holder may not conduct a review more frequently than once in any twelve (12) month period. To the extent that Rights Holder owes any amounts to Juice as a consequence of the review, Juice shall have the right to deduct all or a portion of such amounts from any Revenue otherwise then payable to Rights Holder.
(a) Rights Holder represents and warrants that it owns the Content posted by it on or through the Juice website or service or otherwise has the right to grant the license set forth in this section,
(b) Juice does not pre-screen Content and Rights Holder agrees that it is solely responsible for all of its Content,
(c) Juice is not required to host, display, or distribute any Content, and may remove at any time or refuse any Content,
(d) The posting and use of the Rights Holder's Content on or through the Juice website or service does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights or any other rights of any person,
(e) All necessary synchronization, public performance and other licenses for the use of any musical compositions contained in the Content and the exploitation by Juice of its other rights herein have been obtained by Rights Holder from the copyright owners or their authorized representatives and all royalties, fees, and any other monies owing any person payable under such licenses or otherwise have been or will be paid by Rights Holder,
(f) Posting of Content using Juice’s service or on Juice's website by Rights Holder does not result in a breach of contract between Rights Holder and a third party (including, without limitation, intellectual property rights, rights of privacy or publicity, or any other legal or moral rights), and
(g) Juice has the right to exploit the Content in all manner hereunder free from adverse claim and without any obligation to make any payment of any nature to any person or entity (including, without limitation, residuals, participation payments, repeat fees and/or other sums payable for such rights and/or waivers), other than the payments due to Rights Holder set forth in this Agreement.
(a) For the Territories of United States and Canada, with respect to each Title delivered to Juice hereunder, Rights Holder will maintain in full force and effect, at Rights Holder's sole cost and expense, a standard errors and omissions insurance policy issued by a nationally recognized insurance carrier covering Juice’s use and exploitation of the Content in accordance with this Agreement in the minimum amount of $3 million with a deductible no larger than $25,000. Each such policy will contain a statement that the insurance being provided therein is primary and that any errors and omissions insurance carried by Juice or any of its Affiliates is neither primary nor contributing. Rights Holder will maintain each such policy in full force and effect and unmodified throughout the Term and for two (2) years beyond the expiration of the Term.
(b) For all Territories other than the United States and Canada, Rights Holder will carry insurance customary and appropriate for its business operations. The insurance policy shall provide that it shall be primary, and that no insurance that may be maintained by Juice shall be deemed contributory in any way, and that insurer shall provide Juice with at least 30 days’ notice of cancellation or material change in coverage. Rights Holder will maintain each such policy in full force and effect and unmodified throughout the Term and for two (2) years beyond the expiration of the Term.
(c) Upon written request by Juice, Rights Holder shall, as part of its Deliverables, deliver to Juice the certificate or certificates of insurance evidencing the foregoing. Juice shall not consider Deliverables complete without the certificate(s) and shall be under no obligation to submit the Content or Deliverables to any Licensees until this insurance requirement is satisfied.
(d) Any such policy(ies) obtained by Rights Holder in accordance with the foregoing shall name Juice, its directors, officers, employees, subsidiaries and affiliates as “Additional Insured”.
Although the website and service operated by Juice and the Licensees Juice works with is normally available, there will be occasions when the website or other services offered by Juice and the Licensees will be interrupted for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and equipment that are beyond the control of Juice. Also, although Juice will normally only delete Content that violates this Agreement, Juice reserves the right to delete any Content for any reason, without prior written notice. Juice will not be liable to Rights Holder for any modification, suspension, or discontinuation of the services provided by Juice Services, or the loss of any Content.
RIGHTS HOLDER ACKNOWLEDGES AND AGREES THA T JUICE'S SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND JUICE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. JUICE DOES NOT WARRANT THAT (A) JUICE'S SERVICE WILL MEET THE RIGHTS HOLDER'S REQUIREMENTS, INCLUDING WITHOUT LIMITATION, RESULT IN ANY MONETARY GAIN BY THE RIGHTS HOLDER, (B) JUICE'S SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) ANY INFORMATION THAT RIGHTS HOLDER OBTAINS ON JUICE'S SERVICES WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY RIGHTS HOLDER THROUGH JUICE'S SERVICES WILL MEET RIGHTS HOLDER'S EXPECTATIONS, OR (E) ANY ERRORS IN ANY DATA OR SOFTWARE WILL BE CORRECTED.
JUICE IS NOT RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY TELEPHONE NETWORK OR LINES, COMPUTER ONLINE SYSTEMS, SERVERS OR PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE, ON ACCOUNT OF TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR AT ANY WEBSITE OR COMBINATION THEREOF. IF RIGHTS HOLDER ACCESSES OR TRANSMITS ANY CONTENT THROUGH THE USE OF JUICE'S SERVICES, IT DOES SO AT ITS OWN DISCRETION AND SOLE RISK. RIGHTS HOLDER IS SOLELY RESPONSIBLE FOR ANY LOSS OR DAMAGE IN CONNECTION WITH SUCH ACTIONS.
RIGHTS HOLDER AGREES THAT JUICE WILL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING LOST PROFIT OR DAMAGES ARISING FROM RIGHTS HOLDER'S USE OF JUICE'S SERVICES. JUICE WILL NOT BE LIABLE FOR ANY FAILURE OR DELAY IN PERFORMING UNDER THESE TERMS WHERE SUCH FAILURE OR DELAY IS DUE TO CAUSES BEYOND THE REASONABLE CONTROL OF JUICE, INCLUDING NATURAL CATASTROPHES, GOVERNMENTAL ACTS OR OMISSIONS, LAWS OR REGULATIONS, TERRORISM, LABOR STRIKES OR DIFFICULTIES, COMMUNICATIONS SYSTEMS BREAKDOWNS, HARDWARE OR SOFTWARE FAILURES, TRANSPORTATION STOPPAGES OR SLOWDOWNS OR THE INABILITY TO PROCURE SUPPLIES OR MATERIALS.
IN NO EVENT WILL JUICE'S AGGREGATE LIABILITY TO RIGHTS HOLDER OR ANY THIRD PARTY IN ANY MATTER ARISING FROM, RELATING TO OR CONNECTED WITH JUICE'S SERVICE OR THESE TERMS EXCEED THE LESSER OF (I) THE AMOUNT PAID, IF ANY, BY RIGHTS HOLDER TO JUICE IN THE PRIOR 12 MONTH PERIOD, OR (II) THE SUM OF ONE HUNDRED ($100) DOLLARS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS HEREIN MAY NOT APPLY TO RIGHTS HOLDER. FOR INSTANCE, IF RIGHTS HOLDER IS A CALIFORNIA RESIDENT, RIGHTS HOLDER AGREES TO WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
(a) Rights Holder will at all times indemnify and hold harmless Juice and its officers, employees, licensees, related companies, sub-distributors and assigns from and against any and all third party claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses, arising out of or relating to any breach or alleged breach of any warranty, representation, covenant or agreement made by Rights Holder in this Agreement or any other act or omission by Rights Holder inconsistent with the provisions hereof. In the event of any such claim, Juice will have the right in addition to its other rights and remedies, to withhold monies which would otherwise be payable to Rights Holder under this Agreement in an amount not in excess of Rights Holder's potential liability to Juice under this paragraph.
(b) Juice will indemnify and hold harmless Rights Holder and its officers, employees, licensees, related companies and assigns from and against any and all third party claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses arising out of or relating to any breach or alleged breach of any warranty, representation, covenant or agreement made by Juice in this Agreement.
This Agreement shall commence for an initial term of one (1) year from the date hereof.
Juice may, at its discretion, terminate this Agreement for convenience at any time by providing the Rights Holder with thirty (30) days advance written notice prior to the effective date of termination.
In the event of material breach of the obligations under this Agreement, the non-defaulting party will notify the other specifying the nature of non-compliance. If the defaulting party has not cured the default within thirty (30) days [other than a breach of Section 4.1 (Payment Terms) which shall be cured in ten (10) days], the non-defaulting party may, at its sole option, cancel this Agreement.
Upon termination of this Agreement for any reason, Juice's sub-licensing rights and other rights granted hereunder will immediately terminate, and Juice shall:
(a) Promptly return to Rights Holder all of the Content,
(b) Cease all usage of the Content within thirty (30) days of receipt of such termination notice in any manner whatsoever, including without limitation, usage in advertising and promotional materials,
(c) Rights Holder shall pay Juice a take-down fee of $500 plus applicable taxes.
The take-down fee will apply upon Termination of the agreement resulting from Default by Rights Holder, not upon Termination for Convenience by Juice and not upon Termination at the Expiration of the Term. The obligation of Juice to comply with (a) and (b) shall be predicated on timely receipt of the fee specified in (c) above.
The parties agree to accept in confidence all Confidential Information provided to them. “Confidential Information” means any proprietary information or documentation relating to such party’s Content, products, designs, methods of development or research, business operations and customers marked ‘Confidential Information’, or the like, provided to either party under this Agreement. However, information or documentation, even if marked Confidential Information, is not deemed Confidential Information if it is:
(a) Information generally available to the public;
(b) Information which may be released by either party generally without restriction;
(c) Information independently developed or acquired by either party without reliance in any way on protected information of the other party or;
(d) Information approved for use and disclosure by the other party without restriction.
The parties agree and acknowledge that the relationship between the Rights Holder and Juice is that of independent contractors acting as seller and purchaser or licensor and licensee, as applicable. This Agreement shall not be deemed to create a partnership or joint venture, and neither party is the other’s agent, partner, employee, or representative.
All notices must be given in writing to the respective addresses of Rights Holder and Juice listed above, or at any subsequently-designated address of which the other party has been notified. Notice may be given: in person, by commercial courier or private messenger, via Canada Post (postage prepaid), email, or by fax. Notice is deemed received: as of the date of any applicable receipt signed by or on behalf of the receiving party, the date of confirmation of transmission by fax, acknowledgment of receipt by other party via email, or five days after deposit in the Canada Post mail (postage paid) via certified mail or with an executed certificate of mailing.
Rights Holder acknowledges that he or she has read and understands Juice's Copyright Policy as more fully described on the website at www.juiceworldwide.com. The Rights Holder accepts the terms and conditions therein, as they may be amended from time to time.
The interests of Juice in this Agreement are personal and shall not be assigned, transferred, shared or divided in any manner by Rights Holder without the prior written consent of Juice.
If a court of competent jurisdiction holds any provision in this Agreement to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way, and a court of competent jurisdiction is authorized to modify the affected provision to preserve the parties’ intended benefits to the fullest extent permitted by law.
Either party's failure, at any time, to require the other party's performance of any provision of this Agreement shall in no way affect that party's right to enforce such provision, nor shall either party's waiver of any breach of any provision of this Agreement be taken or held to be a waiver of any further breach of the same provision or any other provision.
This Agreement constitutes the entire agreement between Rights Holder and Juice pertaining to its subject matter and may not be changed, waived, discharged or terminated except by an instrument in writing signed by both parties. This Agreement supersedes any prior conversations and email exchanges. The acceptance by Rights Holder of this Agreement by digital signature or other form of online acceptance of its terms and conditions shall be binding as if the Rights Holder and Juice had executed this Agreement in writing.
Unless otherwise stated, all dollar amounts referred to in this Agreement shall be in U.S. funds.
This Agreement shall be governed by the laws of the Province of Ontario and the laws of Canada applicable therein, excluding its conflict of law provisions. Each of the parties hereto attorn to the exclusive jurisdiction of the Courts in the City of Toronto, Province of Ontario in any matter arising from this Agreement.
This Agreement (including any documents referenced herein) may be executed in one or more counterparts and by means of facsimile signature, all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.
The first thing you will need to do is register as a user of our self-distribution service and agree to our contract and terms of service. This step is quick and absolutely free. Once you have registered, you can order your deliveries. This step requires you to complete basic metadata for your film, pick the territories you want to sell in and give us information about the assets you are going to send us. If you have all of the information readily available this step takes about 15 minutes. Once your metadata is complete, you will receive an estimate for the work to be done. Once the estimate is approved you will receive a link to our upload software, where you’ll be able to start sending files!
Although using compressor to create an iTunes package is our preferred format, we accept assets in a variety of other formats. Click here for full details.
For a full list of technical and content requirements, click here to download our content checklist.
The cost to deliver a film of no more than 150 minutes in length is $945 for the first platform. For longer features, add $30 for every 15-minute block. Each additional platform is $195 per platform for a feature film. Our service includes:
There is an annual administration fee of $100.00. The fee is for your whole catalog, so whether you have one film or one-hundred films you will be billed a total of $100 per year. The first platform delivery includes the admin fee for the first year.
Juice reports monthly so you get paid faster. We send you your money within 30 days of the end of each calendar month.
The platforms retain 30%-40% of all sales revenue from their store. The rest comes back to you! Juice does not take any percentage of your revenue.
This depends on the stage at which the title is rejected*:
* Content that is rejected for reasons clearly outlined in our QC checklist will not be refunded under any circumstance.
** What constitutes a minor issue is entirely at the discretion of Juice. If we can make all the required corrections in 20 minutes or less we consider it a minor issue.
The contract is a template based on the terms and conditions agreed to between Juice and iTunes. The terms are standard and cannot be modified.
Yes, Juice also accepts short films. A film that has a runtime less than 40 minutes is considered a short film. Currently, only iTunes, Google Play and Amazon accept short film content.
Juice offers worldwide access across several platforms. Once you have created your online account, you will be sent a full list of platforms and territories that you can access via Juice, along with the requirements for each territory. You can add territories after the film has gone live as well (additional fees may apply).
Most territories will require localization of your content. Localization refers to closed captioning, subtitling and/or ratings required for distribution in a given territory.
No, Juice does not charge a fee per territory, but rather per delivery. We don’t ding you for work that’s easy! Once a subtitle file has been added to a package, this package can then be made available in any territory where the package satisfies the localization requirements. For example, if we deliver your film to iTunes for Canada, this same file can also be used for Ireland without any additional cost to you.
Yes, subtitles and closed captions can be created through Juice. Please contact us for a quote.
Ratings are not required for most territories, including the US and Canada. The main countries that require ratings are: United Kingdom, Australia, New Zealand, Russia, Brunei, India, and South Africa. Rating requirements vary by platform.
You can read more about the processes to have content rated by individual boards on these websites:
Additional platforms available include Google Play, Xbox, Amazon, the Sony Entertainment Network, Hoopla, Steam and Vimeo On Demand. Juice also offers access to cable VOD platforms in the US and Canada. Once you have delivered to one platform, we can deliver your content to other platforms at a reduced rate. Netflix is also available for select titles.
Once we have received all final assets for your film, turnaround to get the content live on the platform(s) is within 60 days. You can set a specific release date if you wish, but please keep our turnaround times in mind. Please note that turnaround times may be longer leading up to major holidays such as Christmas due to volume at the platform(s).
Juice communicates with the platforms on upcoming titles, but marketing is left to the responsibility of the content owner. With 100% of the royalties flowing back to you, you also reap 100% of the benefits of your marketing efforts!
For music content, please use the Contact Us page to get more information on making your content available.