Agency Agreement

State of New York

Meanings

These words and phrases have defined meanings:

Offer or Agency Agreement – this proposal, containing all the essential terms of the contract, from which is seen the will of the Agent to conclude a contract on the conditions specified in this proposal (contract of accession) with any person who responds.

Agent - Incorporated company CONFERENCECAST - a legal entity registered under the legislation of the United States of America, Employer Identification Number (EIN) 83 – 3306781, having a primary address at the following: c/o Doodle Studios 446 w 14th St, 2nd floor, New York, NY 10014.

Principal - a specific Customer who has concluded this contract by acceptance under the terms of the Contract.

System - ConferenceCast.tv, the program - software posted on the website https://www.conferencecast.tv allowing the User and the Principal to use Video in accordance with the terms of the Offer. The software is available for free using as it is without need of downloading or installing.

Video(s) (Video Materials) - video recording of reports (talks), workshops and other possible forms of presentation of professional information at live conferences, trainings and other events, as well as advertising and informational content at various events provided by the Principal, including directed and mounted by the Agent.

Promo Materials – derivatives of Videos created by Agent or third parties under the terms of the agreement by making changes, reductions and additions to the Video Materials with a purpose of its promotion. In this case the name of the Principal may or may not be specified at the discretion of the Agent and the relevant third parties. Such changes and additions do not discredit the honor, dignity and business reputation of the Principal.

Reporting Period – a calendar month of the year.

User – a person viewing video Material.

Revenue sharing (Sharing) – an agreement between the Principal and the Agent on the amount of the Agent’s fee for providing services to the Principal. It includes, but is not limited to:

  • Agent’s share from sale of the Principal’s video on ConfenceCast.tv, % of the purchase amount,
  • Agent’s share from sale of the Principal’s video on his websites using System’s white-label solutions,% of the purchase amount,
  • compensation of the providing of an access to the Video within the Prepaid access program, the amount of a compensation.

The size of shares and the amount of the Agent’s remuneration reached during the negotiation process are fixed in the System and displayed in the Control Panel of the Principal.

Paid Access – when the User gets the right to access the Video after making a payment to the Agent in any available in the System way at the time of the transaction (for example: payment by credit/debit card, PayPal, etc.). After receiving the payment, the Agent has an obligation to transfer the Principal his share in accordance with Revenue Sharing arrangements to the Principal Account.

Prepaid Access - when the User gets the right to access the Video after applying a special code, created for the Principal by the Agent on a request of the Principal and distributed to User by the Principal. After a code applying, the Principal has an obligation to pay the Agent a compensation in accordance with Revenue Sharing arrangements to the Principal Account.

Purchase – getting by the User access to Video viewing.

Сontrol panel – personal Principal profile in the System, which contains

  • Videos of the Principal, its description and management tools to present and provide to Users access to Video,
  • User access settings for Video (prices, discount programs and prepaid access programs),
  • User activity statistic,
  • information about the Principal,
  • the terms of revenue sharing from providing access to Video between the Principal and the Agent.

Personal Account – The Principal’s account in the System, reflecting the Agent’s debt to the Principal or Principal’s debt to the Agent in the Reporting Period.

Commercially unattractive video – Video the access to which was Purchased by the Users less than 3 times within six months from the date of publishing this Video by Agent on the ConferenceCast.tv.

The text of this agreement, permanently posted on the Internet at https://docs.conferencecast.tv/agency_agreement.html, contains all essential conditions of the Contract and is the offer of the Incorporated company CONFERENCECAST to conclude the agreement with any third party using the website on the Internet https://www.conferencecast.tv, on the conditions specified in the text of the Contract. After pressing the “Sign in” button, the contract is considered concluded and the Principal is granted access to his Personal account.

RECITALS:

WHEREAS, the Principal is involved in the business of the following: Event organizing;

WHEREAS, the Principal desires to appoint and engage the Agent as its lawful agent and representative to perform the services (hereinafter defined and referred to as "Services") described hereunder;

WHEREAS, the Agent agrees to accept such appointment and to represent the Principal and perform such Services in the territory described herein, under the terms and conditions in this Agreement;

NOW, therefore, in consideration of the promises and covenants contained herein, as well as other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the Parties do hereby agree as follows:

Article 1 - APPOINTMENT:

Principal hereby appoints Agent as its non- exclusive agent in the territory described below.

Agent will perform the following Services for Principal, in accordance with the terms and conditions of this Agreement:

- providing Users with an access to video Materials (viewing) on the Internet;

- receiving payments from the Users for their Purchases in the System. The cost of Purchase is determined by the agreement of the parties in the Control Panel of the Principal;

- make a transfer of money received by the Agent from Users to Personal account in accordance with the terms of this Agreement.

Article 2 - SCOPE OF AUTHORITY:

The Principal grants the Agent a non-exclusive license to use the Videos of all countries of the world during the term of this agreement as follows:

- reproduction of Videos, i.e. production of one or more copies of video Materials or their parts in any material form, including recording in computer memory;

- distribution of Videos under the terms of the agreement;

- public display of Videos;

- processing of Videos, including through the creation of derivative Promo Materials (treatments, collages, etc.) or inclusion in composite Videos (collections, databases, etc.);

- making Videos available to the public, including through the use of the Internet information and telecommunications network;

- involve partners who distribute and/or sell Videos on behalf of the Agent.

If the copies of Videos provided by the Principal to the Agent in accordance with the terms of this Agreement contain objects of related rights (performance, phonograms), the Principal is also granting the Agent a non-exclusive license to use these objects, namely — the right to reproduce the recording of performance (phonogram) in full or in part, the distribution of such recording (phonogram) by sale or other alienation, including import,, message recording performance (phonogram) on the air and by cable, including by retransmission, bringing the recording of performance (phonogram) to the public, including through the use of information and telecommunication Internet, public performance of such record (phonogram), processing of phonogram. Implementation of these rights is carried out by the Agent on the terms provided for in this Agreement with respect to the implementation of similar rights to Video.

The Principal authorizes the Agent and third parties under contracts concluded by the Agent to create Promo Materials, to supply it with sound, preface and afterword, comments and explanations of any kind.

In cases where the name of the Principal when using Videos is specified, such indication is carried out according to the information contained in the completed registration form in the Personal account of the Principal.

Rights of the non- exclusive license granted for the present clause of the Agreement are provided to the Agent for the entire period of providing the Principal Agent with Videos materials for their subsequent placement on the Internet, from the moment of such placement to the moment of removal of Videos from sites on the Internet, without limiting the territory of the rights granted.

The Principal warrants to the Agent that:

- is the owner of the exclusive right to Videos;

- the Videos provided by the Principal to the Agent do not contain materials prohibited for distribution under the laws of the state of New York, including propaganda of war, incitement of political, ideological, racial, national or religious hatred and enmity, information of a slanderous nature, information constituting the content of a secret protected by law, information insulting the honor and dignity or damaging the business reputation of third parties.

Article 3 – RIGHT AND OBLIGATIONS OF THE PARTIES:

Agent must:

- Act conscientiously and in good faith, and follow all reasonable instructions to best promote and sell Videos and not allow its own interests to conflict with its duties with Principal;

- enter into agreements with Users to provide them with access to viewing the Principal's Videos free of charge or for a fee, for any period within the term of this Agreement;

- transfer to the Principal money received from Users under contracts concluded by the Agent for granting them rights to use Videos (viewing);

- inform the Principal of the number of Videos in respect of which the Agent has entered into contracts with the Users and the corresponding amounts of money received by the Agent from the Users and to be transferred to the Principal;

- transfer to the Principal, with the consent of the Users, all personal data received from the Users, including within the framework of the agreement with the User on the virtual portal, operating under the Principal's brand and the widget installed on the Principal's website, to perform all necessary actions for this purpose. The Agent has no right to use the personal data;

- received from the Users within the framework of the Agreement with the User on the virtual portal operating under the Principal's brand and the widget installed on the Principal's website for commercial and other purposes. the Agent has the right to use the relevant personal data only for the purposes of fulfilling the obligations under the Agreement with the User.

Agent may:

- free of charge (that is, without payment to the Principal of any remuneration) to exercise the rights to use the Videos provided to the Agent in the terms of this Agreement, in order to promote their own activities and attract the attention of Users to it (in the advertising campaigns of the Agent, in order to demonstrate introductory versions of the Video to the contractors of the Agent, etc.) without providing them in full or in part to third parties;

- correct the details of Videos specified by the Principal (description, keywords, etc.) for the purpose of more effective use of Videos by the Agent in accordance with the terms of this Agreement;

- delete Videos posted by the Principal on the Internet in case of their non-compliance with the requirements imposed by the Agents of this Agreement, as well as in cases of contradiction of their content to the generally accepted principles of morality and norms of the laws of the state of New York, including in the case of their focus on propaganda of war, inciting political, ideological, racial, national or religious hatred and enmity, dissemination of defamatory information, information constituting the content of the secret protected by law, information insulting the honor and dignity or harming the business reputation of third parties;

- remove Commercially Unattractive Videos with notification to the Principal by e-mail one week prior to removal;

- when using Videos in accordance with the terms of this Agreement to indicate its name and affix a copyright mark ("copyright");

- in the case of claims and claims against the Agent by third parties in connection with the violation of the Principal's guarantees under this Agreement, to retain the funds due to the Principal until the Principal reimburses the losses incurred by the Agent. In this case, the Agent within 3 calendar days notifies the Principal of the deduction, indicating its reasons;

- reduce the price for user access to Videos\ after a certain period of time: 6 months after the date of placement of Video - up to 30% (thirty percent), 1 year - up to 50% (fifty percent), 2 years after the date of placement of Video - up to 90% (ninety percent), 3 or more years after the date of placement of Video - up to 99% (ninety nine percent). The Agent shall notify the Principal of the price reduction by e-mail, if within one week from the date of the notification the Principal does not send a reasoned refusal to the Agent or his motivated proposals for changing the price, the Agent shall be entitled to make a decision on reducing the price within the limits specified in this paragraph;

- in order to expand the audience of Users and increase the popularity of Videos temporarily/or limited (in the framework of promotions) to reduce the price for user access to Video up to 30% of the current price of access without the consent of the Principal. Reducing the cost of providing access to Videos in a greater number of percentages of the initially established price is allowed only in compliance with the notification procedure established by paragraph g of this Agreement.

Principal must:

- act dutifully and in good faith in its relations with the Agent;

- pay the Agent a fee in accordance with Revenue Sharing, the amount of which is displayed in the Personal Account;

- when providing Videos for the subsequent placement on the Internet to accompany them with the correct description, including to specify their names, key search words and other necessary requisites;

- notify the Agent by email about the loosing or termination of the right to Videos within 3 working days;

- in cases where the Principal is not the author of the Video or the original owner of the related rights to the Video, notify the Agent of the grounds for the acquisition of the exclusive right to the Video in a manner that makes it possible to verify the receipt of such notice by the Agent, and at the request of the Agent to provide documentary evidence of such ground;

- the Principal has the right to refuse the placement of Videos, paying the Agent the costs incurred.

Article 4 - TERRITORY:

Agent shall perform the Services for the Principal in the following territory (the "Territory"): All countries of the world.

Article 5 - TERM:

The parties acknowledge that this Agreement applies to all Videos that the Agent and the Principal places on the Internet in their Personal account on https://cp.eventplanner.conferencecast.tv , from the moment of such placement.

The parties acknowledge that in case of removal of any of the Videos, the Agreement continues to apply to all other Videos in Principal Control Panel. This Agreement shall enter into force upon its conclusion and shall be valid for 1 years. If 1 month before the expiration of this Agreement, neither Party declares its desire to terminate the Agreement by the expiration of its validity, the Agreement shall be extended for 1 years on the same terms and conditions an unlimited number of times exceeds the total amount of costs associated with its transfer to the Principal.

Article 6 - PAYMENT:

Agent will be paid as follows:

a. The amount of remuneration is calculated on the Revenue Sharing basis. The amount of the Agency fee is withheld by the Agent from the sums of money paid by the Users for the access to Videos.

b. The Agent transfers money to the Principal during the first 3 working days of the reporting period if the amount to be paid exceeds $ 100 (one hundred) US dollars. In case, the amount is less than $ 100 (one hundred) US dollars, it is added to the next period payment, provided that exceeds.

c. If during reporting period the access rights to some Videos were granted Users using a Prepaid Access, the Agent fee is withheld by the Agent from the Personal Account. In case of negative balance on Personal account, the latter undertakes to transfer the missing amount to the Agent within 5 working days from the date of receipt of notification from the Agent. In case, the amount to be paid is less than $ 100 (one hundred) US dollars, it is added to the next period payment.

The terms and conditions are fixed in the settings of the Prepaid access program in Principal Control Panel.

The Agent may at the direction of the Principal to carry out the refund to the User:

a. The Agent, in case of receiving a corresponding request from the User, undertakes to send a request to the Principal for a refund to the User within three working days.

b. In case of agreement to make a refund to the User, the Principal undertakes to inform the Agent within three working days of receipt of the Agent's request. In the absence of the Agent's consent from the Principal within the specified period, it is considered that the Principal refused the User to return the paid money.

c. When the Agent returns money, the Principal compensates the Agent for the amount of payment within his share, as well as pays an additional fee for the return of 2.5% of the amount of payment.

Article 7 - EXPENSES:

The Agent will be responsible for any and all expenses incurred in the performance of Services under this Agreement.

Article 8 - TAXES:

Agent shall be responsible for the payment of any and all taxes incurred by Agent under this Agreement. As the Parties do not have an employment relationship, Principal shall not be liable for any taxes.

Article 9 - TERMINATION:

Both of the Parties may terminate this Agreement in case of violation by one of the Parties of the guarantees provided for in the Agreement.

In case of termination of this Agreement on the grounds provided for in the Agreement and the current legislation of the USA , all mutual settlements of the Parties shall be carried out within 30 days from the date of termination of the Agreement. At the same time, all funds to be transferred by the Agent to the Principal shall be transferred to the Principal within the period specified in this paragraph of the Agreement, provided that the total amount of funds to be transferred

Article 10 - INTELLECTUAL PROPERTY:

Agent hereby acknowledges and agrees that all intellectual property belonging to or in the name of Principal, including, but not limited to all registered copyrights, trademarks and service marks, as well as any patent or patent application, shall be and remain the exclusive property of Principal, and Agent shall not at any time acquire or claim any right, title or interest in or to any such intellectual property.

Article 11 - INDEMNIFICATION:

Agent and Principal hereby warrant and agree to hold each other harmless and indemnify each other against any and all demands, claims, or costs which may have arisen from negligence in the performance of any duties under this Agreement.

Article 12 - LIMITATION OF LIABILITY:

The Parties are not responsible for the failure to perform or improper performance of their obligations under this Agreement, resulting from the occurrence of force majeure circumstances (wars, natural disasters, prohibitive actions by the authorities, etc.) that took place after the conclusion of this Agreement, which the Parties could not foresee or prevent reasonable by measures.

In the case of submission to the Agent from third party claims and actions in connection with the violation by the Principal of the safeguards provided for in the Agreement, the Principal shall at his own expense to settle these disputes and to compensate the Agent related damages. In this case, the Parties have determined the following procedure for the consideration of claims and claims of third parties.

No later than the next business day after receiving a claim or other claim of a third party, the content of which gives the Agent reason to believe that the Principal has violated the guarantees provided for in the Contract, the Agent stops posting Video materials in the program and sends the Principal a notice of claim and a copy of it.

The Principal undertakes to settle disputes with a third party independently.

The Agent restores access to the Video only after receiving a joint statement of the Principal and a third party that the claims have been settled and the third party does not object to the placement of the Video.

Article 13 - RELATIONSHIP:

The Parties agree that nothing herein shall be construed to create any type of relationship, such as an employment relationship or joint venture, other than the Principal-Agent relationship for the specific Services designed hereunder.

Article 14 - CONFIDENTIALITY:

The Parties agree that the terms of this Agreement shall be kept confidential and secret. No Party shall publicly comment on the terms contained within this Agreement. Specifically, if Agent does so, this Agreement shall be subject to immediate termination by the Principal.

Article 15 - GENERAL PROVISIONS:

a) GOVERNING LAW: This Agreement shall be governed in all respects by the laws of the state of New York and any applicable federal law. Both Parties consent to jurisdiction under the state and federal courts within the state of New York. The Parties agree that this choice of law, venue, and jurisdiction provision is not permissive, but rather mandatory in nature.

b) LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.

c) ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by either Party.

d) NO WAIVER: None of the terms of this Agreement shall be deemed to have been waived by any act or acquiescence of either Party. Only an additional written agreement can constitute waiver of any of the terms of this Agreement between the Parties. No waiver of any term or provision of this Agreement shall constitute a waiver of any other term or provision or of the same provision on a future date. Failure of either Party to enforce any term of this Agreement shall not constitute waiver of such term or any other term.

e) SEVERABILITY: If any provision or term of this Agreement is held to be unenforceable, then this Agreement will be deemed amended to the extent necessary to render the otherwise unenforceable provision, and the rest of the Agreement, valid and enforceable. If a court declines to amend this Agreement as provided herein, the invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the remaining terms and provisions, which shall be enforced as if the offending term or provision had not been included in this Agreement.

f) PUBLIC ANNOUNCEMENT: Neither Party will make any public announcement or disclosure about the existence of this Agreement or any of the terms herein without the prior written approval of the other Party.

g) ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the Parties and supersedes any prior or contemporaneous understandings, whether written or oral.

h) HEADINGS: Headings to this Agreement are for convenience only and shall not be construed to limit or otherwise affect the terms of this Agreement.

i) COUNTERPARTS: This Agreement may be executed in counterparts, all of which shall constitute a single agreement. If the dates set forth at the end of this document are different, this Agreement is to be considered effective as of the date that both Parties have signed the agreement, which may be the later date.

j) FORCE MAJEURE: Agent is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.