Agreement Acceptance 

You accept this Agreement by clicking “Agree” where you are given the option to do so.  If you do not accept the terms of this Agreement, you may not use the Program.  By accepting this Agreement, you confirm that you are at least 18 years old (or the age of majority where you reside, whichever is older) and that you are able to form a legally binding contract.  If you are accepting this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the legal authority to bind that company or legal entity by the terms of this Agreement.

Amendment; Notice of Changes

The Program will change over time and the terms of this Agreement will need to change over time as well.  We reserve the right to change the terms and conditions in this Agreement at any time in our sole discretion. Any changes to the Agreement, including Program-specific terms and conditions, or policies and guidelines referenced in this Agreement, other than with respect to the amount of the License Fees, will be effective upon posting of such revisions to the website for the Program which is at www.videodirect.amazon.com (including any successor or replacement website, the “Program Site”) and without notice to you. We will, however, post a notice of any changes to this Agreement on the Program Site for at least thirty (30) days after the changes are effective. Changes to the License Fees will be effective and binding on you on the date 30 days from posting or on the date you accept the changes, whichever occurs first. You accept the changes by either (a) clicking agree or accept where you're given the option to do so or (b) by using the Program Site to make additional Titles or Subscriptions available through the Program. You are responsible for regularly reviewing the Program Site for changes and notice of any changes. Changes to referenced policies and guidelines or any other information including, without limitation in the Content Guidelines, Subscription Guidelines, Amazon Video Direct Terms of Use, Amazon.com Conditions of Use and the Amazon.com Privacy Notice, or other web pages may be posted without any other notice to you.  YOUR CONTINUED USE OF THE PROGRAM SITE AND THE PROGRAM AFTER WE POST ANY CHANGES TO THE AGREEMENT ON THE PROGRAM SITE WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS. IF YOU DO NOT AGREE TO ANY CHANGES TO THIS AGREEMENT OR THE PROGRAM SITE, YOU MAY NOT CONTINUE TO USE THE PROGRAM OR THE PROGRAM SITE.

Account Setup and Maintenance

You must ensure that all information you provide in connection with establishing your Program account, such as your name, address and email, is accurate when you provided it, and you must keep it up to date as long as you use the Program. You may maintain only one account at a time unless you are using multiple accounts solely for the purpose of making multiple subscriptions available via Non-Prime Subscription Access. You will not use false identities or impersonate any other person or use a username or password you are not authorized to use. You authorize us, directly or through third parties, to make any inquiries we consider appropriate to verify the account information you provide. You also consent to us sending you emails relating to the Program and other publishing opportunities from time to time.

 
You are solely responsible for safeguarding and maintaining the confidentiality of your account username and password and are responsible for all activities that occur under your account, whether or not you have authorized the activities. You may not permit any third party to use the Program through your account and will not use the account of any third party. You agree to immediately notify Amazon of any unauthorized use of your username, password or account.

Term

This Agreement commences upon your acceptance of it and continues until terminated as set forth in this Agreement (the “Term”).  We may terminate this Agreement by providing notice to you at any time.  You may terminate this Agreement at any time by providing us notice of termination, in which event we will cease offering your Titles within 30 days from the date that we receive notice of termination; provided that if you distribute Titles via Non-Prime Subscription Access, (a) the Term of the Agreement with respect to Non-Prime Subscription Access will commence upon your acceptance of this Agreement and continue for 18 months from the date that your Subscription launches on the Service (the “Initial Subscription Term”) and (b) the Initial Subscription Term will automatically extend for successive periods of 12 months each unless and until terminated by either party by provision of notice of termination to the other party given not later than 90 days prior to the conclusion of the then-current term.   

Territory

The territory, with respect to any Title, shall be worldwide unless you indicate otherwise when prompted on the Program Site (the “Territory”).

General Description of the Service:

You may authorize distribution of audio-visual programs (“Titles”) via Amazon’s digital video service (the “Service”).  You will have the option to allow customers to access your Titles in the following ways:

(a) purchase digital copies of audio-video content for delivery and repeated viewing over an indefinite period of time (“Digital Purchase”); (b) purchase digital copies of audio-video content for delivery and repeated viewing over a finite period of time established by Amazon in its sole discretion (“Digital Rental”);

(c) access digital copies of audio-video content via one or more subscription offerings, including on a subscription basis supported by ads, free-on-demand basis or via other non-transactional basis for repeated viewing during the Term (“Non-transactional Access”), which may be through the subscription offering known as of the date hereof as “Amazon Prime” or any successor thereto (“Prime Subscription Access”) or another subscription that includes content from other content providers and which may or may not require a buy-through (“Multi-Content Provider Subscription Access”) or through a subscription offering of your content which may or may not require a buy-through but which otherwise does not include content from other content providers (“Content Provider Subscription Access” and, together with Multi-Content Provider Subscription Access, “Non-Prime Subscription Access”); and

(d) access digital copies of audio-video content on an ad-supported basis (i.e., at no charge to the customer) for delivery and repeated viewing during the Term (“Ad-supported Access”).  Digital Purchase, Digital Rental, Non-Transactional Access, Prime Subscription Access, Multi-Content Subscription Access, Content Provider Subscription Access and Ad-supported Access are referred to herein as the “Distribution Modes”. 

The Service may be offered on a stand-alone basis and/or bundled with other products, services, or offerings, including “Amazon Prime.”  As between the parties, Amazon will have sole control over the Service, all features, terms, and other aspects thereof (including, without limitation, the rights and entitlements granted to customers with respect to Digital Purchase, Digital Rental, Non-transactional Access and Ad-supported Access and the sale of advertisements in connection with the Service); provided, however, that Amazon’s distribution of Titles on the Service is in accordance with the terms of this Agreement. Without limiting the foregoing, you acknowledge that Amazon may (i) make the Service available through any websites, applications, device interfaces, and any other online platforms or points of presence now known or hereafter devised, (ii) grant customers who receive Digital Purchase, Digital Rental, Non-transactional Access, Ad-supported Access to audio-visual content the right to access such content via streaming, download, and any other means of digital distribution now known or hereafter devised, for online or offline viewing on any device supported by the Service, and (iii) deliver audio-visual content on the Service via any means now known or hereafter devised (including, without limitation, cable, wire, fiber, satellite, wireless and/or cellular).

License Fee Payment, Reporting and Taxes

Subject to the limitations set forth in this Section, Amazon will pay you the applicable license fees set forth below (“License Fees”) for each customer purchase of Titles for Digital Purchase, Digital Rental, and for offering customers Non-Transactional Access or Ad-supported Access.

Amazon will calculate, report and pay the License Fees for in arrears within 90 days after the completion of the applicable calendar month.  You will receive payment from Amazon via electronic funds transfer unless electronic funds transfer is not available in your location, in which case you will receive payment by wire transfer.  Notwithstanding anything to the contrary herein, if you receive payment via wire transfer, Amazon may withhold payment until you have reached the minimum threshold in accrued License Fees for the applicable local marketplace as set forth on the Royalty Information page. You will also be responsible for any fees imposed by your bank or any intermediary bank. For the purposes of calculating License Fee payments, (i) the “Purchase Price” for a customer’s right to access Titles via Digital Purchase, Digital Rental or Content Provider Subscription Access will equal the amount actually paid by the customer for that access, exclusive of any taxes, and (ii) Amazon will be entitled to an adjustment for customer refunds and credits and for amounts not collected due to bad debt.  If we pay you License Fees on a sale and later issue a refund, return, or credit for that sale, we may offset the amount of the License Fees that we previously paid to you for the sale against future License Fees, or require you to remit that amount to us.  If a third party asserts that you did not have all rights required to make one of your Titles available through the Service or if we determine that you may be in breach of this Agreement, we may withhold all License Fees due to you pending resolution of such issue. If we determine that you did not have all of the required rights or that you have otherwise breached this Agreement with regard to a Title, we will not owe you License Fees for that Title and we may offset any of the License Fees that were previously paid against future License Fees, or require you to remit a refund to us.  We may also withhold and offset any sums you owe to us against amounts that are payable to you.  When this Agreement terminates, we may withhold all License Fees due for a period of three months from the date they would otherwise be payable, in order to ensure our ability to offset any customer refunds or other offsets to which we are entitled.  If we terminate your account because of your breach of this Agreement, you forfeit all License Fees not yet paid to you.  If after we have terminated your account, you open a new account without our express permission, we will not owe you any License Fees through the new account. Our exercise of these rights does not limit other rights we may have to withhold or offset License Fees or exercise other remedies. 

For clarity, Amazon will not be obligated to pay License Fees for Non-transactional Access in connection with the viewing of any Title by a customer if that customer was granted access to that Title via Digital Rental, Digital Purchase or Ad-supported Access, and similarly, Amazon will not be obligated to pay License Fees for Ad-supported Access in connection with the viewing of any Title by a customer if that customer was granted access to that Title via Digital Rental, Digital Purchase or Non-transactional Access.

Amazon may sell your Titles using multiple currencies. You may elect on the Program Site to receive any License Fees owed to you (i) in the local currency applicable for the Titles viewed in each territory (the “Sale Currency”) or (ii) the currency of a single territory in which the Titles are viewed.  If we pay you in a currency other than the Sale Currency, we will convert the License Fees owed from the Sale Currency to the payment currency at a market exchange rate that we or our bank determine, which will be inclusive of all fees and charges for the conversion.

As between the Parties, Amazon will be solely responsible for collecting and paying to the appropriate taxing authorities any national, state or local sales or use taxes, value added taxes (“VAT”) or similar taxes (collectively “Transaction Taxes”) applicable to purchases by Customers. Amazon will not be required to pay any taxes imposed on or measured by your net income, net profits, income, profits, revenues, gross receipts, franchise, doing business, capital, intangible, value added (other than value added tax in the nature of sales or use or similar taxes), net worth, all real property and ad valorem taxes imposed by any governmental authority on the fees payable to you under this Agreement, or similar taxes or taxes in lieu thereof, whether collected by withholding or otherwise. All payments payable by Amazon to you under this Agreement are inclusive of all Transaction Taxes that apply to the license of the Titles by you to Amazon. If and to the extent any payments hereunder are subject to and include any applicable Transaction Taxes, you will supply Amazon with an original, valid tax invoice, to the extent available under the applicable law, separately stating these Transaction Taxes, to enable Amazon to claim credit for these taxes as applicable. Amazon may provide you with an exemption certificate or equivalent information acceptable to the relevant taxing authority, in which case, you will not charge or collect the Taxes covered by such certificate. If taxes are required to be deducted or withheld on any payments to be made to you under applicable law, then Amazon will (i) deduct such taxes from the amount owed to you and pay them to the appropriate taxing authority as required by applicable law and (ii) secure and deliver to you a receipt or other legally required documentation for any taxes withheld as required under applicable laws. Payment to you as reduced by such deductions or withholdings will constitute full payment and settlement to you of amounts payable under this Agreement.  Except as specified in this Section, each Party will be responsible for its own taxes as levied by the applicable taxing authorities.  Throughout the term of this Agreement, you will provide Amazon with any forms, documents or other certifications as may be required by Amazon to satisfy any information reporting or withholding tax obligations with respect to any payments under this Agreement.

-       Digital Purchase, Digital Rental or Content Provider Subscription Access License Fees

-       Amazon will pay to you 50% of the applicable Purchase Price.

-       Non-transactional Access License Fee  for Prime Subscription Access

-       Amazon will pay to you the rate set forth on Attachment A for the applicable territories, multiplied by the number of Hours Viewed in the applicable territory, provided, however, that Amazon will not be obligated to pay for any Hours Viewed for any Title in excess of 500,000 for all territories in any given annual period, which annual period will be prorated based on the portion of the calendar year which the you have the applicable Title available for Prime Subscription Access (the “Payment Cap”), it being understood that, for any Title, the Payment Cap will be reset to zero at the start of the each annual payment period, and if Amazon pays a sum equal to the Payment Cap in any annual payment period for that Title, notwithstanding anything to the contrary herein, Amazon may continue to make that Title available during that annual payment period without further payment to you and you may not withdraw the Title from availability via Prime Subscription Access during that annual payment period.

“Hours Viewed” means the number of hours of a Title that is viewed by a viewer that is authorized by Amazon to view any Title via Prime Subscription Access on the Service; provided that Hours Viewed will not include (and Amazon will not be obligated to pay for) (i) more than ten streams of the same Title by the same account id in a given month or (ii) streams that Amazon determines, in its sole discretion, are not actual customer views (e.g., imitating legitimate views or click fraud) or are otherwise not authorized to access the applicable Service, including, without limitation, as a result of accessing the Service via false account information or proxy servers.

-       Ad-supported Access License Fee

-       Amazon will pay you 55% of Net Advertising Receipts.  “Net Advertising Receipts” means aggregate cash amounts collected by Amazon from the sale of advertisements against any Title for Ad-Supported Access during the quarter for which License Fees are being calculated, less 15% of that aggregate cash amount (which is deemed to reflect the cost of selling advertisements) and less any payments made to any third-party advertising platforms or networks in connection with the distribution or sale of advertisements on those platforms or networks. 

Rights Granted:

You hereby grant Amazon a non-exclusive, license to use, reproduce, reformat for online delivery, encode, encrypt, market, promote, transmit, distribute and display the Titles and Promotional Materials (as defined below) and to create, insert and distribute closed captions and subtitles for Titles, in each case,  pursuant to each Distribution Mode that you indicate on the Program Site; which in the case of Non-transactional Access will include access via free trials without any required payment of License Fees in connection therewith; provided, however, in the event that such free trials exceed a trial period for a given customer of 30 days and three weekends for such customer per year, then Amazon will be obligated to pay you License Fees for such Non-transactional Access based on the License Fees you would have received in the absence of the applicable additional free trial period(s).  Amazon will have the right, but not the obligation, to offer customers of the Service the opportunity to purchase or access the Titles pursuant to the Distribution Modes that you indicate as available on the Program Site.  You will have an opportunity to provide a suggested retail price for your Titles that are made available for Digital Purchase, Digital Rental and Content Provider Subscription Access but Amazon will have sole discretion to determine the retail prices charged for offerings on the Service. Amazon may advertise, market, and promote, in any and all media (whether now known or hereafter devised), the availability of Titles on the Service using images, trailers, logos, artwork, publicity materials, and metadata provided by you and video clips created by Amazon of up to (i) 1 consecutive minute of footage from Titles that are under 22 minutes in duration and (ii) 3 consecutive minutes of footage from Titles that are 22 minutes or longer in duration (collectively, the “Promotional Materials”). Amazon may insert advertisements into or over Titles made available in the Service for Ad-Supported Access and may insert pre-roll and post-roll advertisements into or over Titles made available on the Service via other Distribution Modes. Notwithstanding any expiration or termination of this Agreement for any reason, Amazon may continue (i.e., after the conclusion of the Term) to exercise the rights granted hereunder in order to provide customers who purchase Digital Purchase or Digital Rental of Titles during the Term the ability to continue to access (including, without limitation, via re-download and streaming from the Service) and view the applicable Titles after the Term; provided, however, Amazon may not offer customers the opportunity to purchase the Titles for Digital Purchase or Digital Rental after the Term.

Delivery of Content:

You will deliver Titles, together with applicable Promotional Materials, to Amazon at your sole cost and in accordance with such timetable and technical specifications as are provided by Amazon to you from time to time (including, without limitation, the requirement that such titles not contain any advertisements), at the highest resolution available to you, ideally in high definition. To the extent that you have previously delivered audio-visual programs and associated promotional materials to Amazon or its affiliates (“Prior Deliveries”), such Prior Deliveries will be deemed to be Titles and Promotional Materials subject to the terms of this Agreement unless otherwise indicated by Amazon to you.  You will have no obligation to re-deliver Prior Deliveries, except (i) as necessary to comply with other obligations set forth herein (such as language, closed captioning and resolution requirements), and (ii) to the extent that a given Title becomes available to you at a higher resolution.  You hereby represent and warrant that (i) you have the sole, full and unencumbered right to grant to Amazon and its affiliates all of the rights set forth herein, (ii) any information and documentation you provide to us will be current, complete, and accurate and (iii) the Titles and Promotional Materials will not contain any subject matter or materials that are defamatory, libelous, obscene, or otherwise illegal. You will deliver English language versions of the Titles (unless the original version of a Title is not in English, in which case it will deliver the original version and an English dubbed version, if available), as well as any other dubbed or subtitled versions of the Titles to which you have access.

You agree that the subscriptions made available to Amazon hereunder for distribution via Non-Prime Subscription Access comprised of Titles (“Subscriptions”) will, at a minimum, be the same subscription video on demand packages, including the same titles, as the subscription video on demand packages made available by you via any method of non-physical distribution. In the event that you make the Subscriptions available for distribution by any non-physical distribution platform that competes with the Service in the Territory (each a “Competing Service”) for better license fees or with additional rights with respect to free trials, Amazon is entitled to the same license fees and free trial rights as the applicable Competing Service.

In the event that you make any other subscriptions containing audio-visual programs available for Non-Prime Subscription Access on a Competing Service or any other audio-visual program available for Digital Purchase or Digital Rental, then such subscriptions and/or audio-visual programs will constitute Subscriptions or Titles, as applicable, under this Agreement and Amazon will have the right to distribute such Titles and Subscriptions in the same manner (including with respect to free trials) and for the same or better license fees as the applicable Competing Service, and you will deliver such Titles and Subscriptions together with the applicable Promotional Materials to Amazon as soon as possible pursuant to the terms hereof, provided that the availability periods of any such Titles and Subscriptions will be no less favorable than the availability periods offered to the Competing Service.  

If you offer a Title free of charge (with or without advertisements) to customers on a Competing Service, you must offer the Title on our Service for Ad-Supported Access in order to be eligible to distribute that Title via Digital Purchase, Digital Rental or Non-Prime Subscription Access.

Closed Captions

You will deliver closed captions for all Titles in accordance with Amazon’s technical specifications, but in any event, in accordance with applicable law.    You may not be able to publish a Title via one or more Distribution Modes until Amazon has received closed captions from you.

Geo-filtering:

Amazon will utilize the geo-filtering techniques as may be approved by at least one major studio; and Amazon will be in compliance with the territorial restrictions of this Agreement if it complies with the foregoing.

Content Requirements

You must ensure that all of your Titles and Subscriptions are in compliance with our policies for content at the time you submit them to us. If you discover that content you have submitted does not comply, you must immediately withdraw the content. We are entitled to remove or modify the Titles, the Subscriptions, the metadata, cover art and product description you provide for your Titles and Subscriptions for any reason, including if we determine that it does not comply with our content requirements. You may not include any advertisements or other content that is primarily intended to advertise or promote products or services. If available, you will provide ratings for your Titles in each country in which you distribute your Titles from the applicable local ratings authorities (e.g., MPAA, BBFC, FSK, EIRIN).  You must ensure that all information that you provide to us, including but not limited to metadata, is current, complete, and accurate. If you discover that any information you have provided to us for a Title or Subscription is inaccurate or incomplete, you must promptly submit corrected information to us. We are entitled to determine what content we accept and distribute on the Service in our sole discretion. If we request that you provide additional information relating to your Titles or Subscription, such as information confirming that you have all rights required to permit our distribution of the Titles or Subscription, you will promptly provide the information requested, recognizing that your content may not be made available for sale until proof of rights is received. You authorize us, directly or through third parties, to make any inquiries we consider appropriate to verify your rights to permit our distribution of the Titles or Subscription and the accuracy of the information or documentation you provide to us with respect to those rights.

Title Withdrawal

You may withdraw your Titles from further sale on the Service at any time on thirty business days’ advance notice by following the then current Program procedures for Title withdrawal or un-publishing; provided that you may not remove (a) a Title from Non-Transactional Access that has hit the Payment Caps prior to the end of the annual payment period or (b) a Title within a Subscription other than in accordance with the Subscription Guidelines, in each case, unless you either (i) lose any rights or other licenses, consents or permissions relating to any specific Title that are necessary for you to grant the rights granted hereunder or (ii) receive written notice of a third-party claim relating to a Title, which reasonably could result in legal liability for you; provided that Amazon will only be obligated to withdraw the Title if you also concurrently obligate other subscription based services to withdraw the Title.  We may fulfill any customer orders completed through the date the Titles are available for sale. All withdrawals of Titles and Subscriptions will apply prospectively only and not with respect to any customers who purchased the Titles or Subscriptions prior to the date of removal, meaning that we will allow any customer who has previously purchased a Title for Digital Purchase or Digital Rental or a Subscription for Content Provider Subscription Access to view the Title or Subscription, as applicable, after it has been withdrawn from the Service to the extent that such customer purchased those rights prior to the withdrawal.

Ownership; Feedback

Subject to the rights you grant to us under this Agreement, as between us and you, you retain all ownership rights in and to the copyrights and all other rights and interest in and to your Titles and Subscriptions. We retain all ownership rights in and to the copyrights and all other rights and interests in and to the Program, the Program Site and all Amazon properties, and any materials we use or provide to you for use relating to your Titles and Subscriptions (such as a generic cover image used for your Titles or Subscriptions if you do not provide one). We are solely responsible for, and will have full discretion with respect to the terms, features, and operation of the Program and the Program Site and related marketing, but our use of the Titles and Subscriptions will be subject to the terms of this Agreement. If you elect to provide suggestions, ideas, or other feedback to Amazon or any of its affiliates in connection with the Service, the Program, the Program Site or anything on the Program Site (“Feedback”), Amazon and its affiliates will be free to use and exploit the same in any manner without restriction and without any need to compensate you. This Agreement does not grant you any license or other rights to any intellectual property or technology owned or operated by us or any of our affiliates, including, without limitation, any trademarks or trade names. Nothing in this Agreement restricts any rights we may have under applicable law or a separate agreement.