PAY-PER-VIEW PARTNER AGREEMENT
To be used with Webmasters who will operate a PPVNetworks-managed
theatre site promoting content licensed from Studios.
This Agreement is made and entered into between SVOTHI Corp., dba PPVNetworks,
(“Pay-Per-View Site Provider”), a New York corporation and
__________________________________ (“Partner Site”).
WHEREAS, Licensors are the producers and owner of original feature-length video
works and other related photographic and audio-visual content; and
WHEREAS Pay-Per-View Site Provider has Licensing agreements with Licensors to
offer Pay-Per-View Sites to Partner Sites containing their Licensed Content., including
original feature-length video works and other related photographic and audio-visual
content from Licensors;
WHEREAS Partner Sites desires to link Authorized Partner Websites to Authorized
Pay-Per-View Websites containing Licensed Content from one or many Licensors ;
NOW THEREFORE, in consideration of the mutual covenants herein contained and for
good and valuable consideration, the adequacy and sufficiency of which are
acknowledged, the parties agree as follows:
1.1 “LICENSED CONTENT” shall mean each and every photographic, audiovisual,
audiotext, musical and other works found on Pay-Per-View Sites.
1.2 “ONLINE PAY-PER-VIEW” shall mean the transmission or other
dissemination of a digitized version of the Licensed Content over the Internet through a website
that allows a user or subscriber of the website to view a streamed version of a specific video title
which is part of the Licensed Content for a specific limited duration of time (for example, during
a 24 hour period) subject to the prior paying of a fee or charge for the right to access and view
said specific video title. Such fees and charges are specifically listed and described in
1.3 “AUTHORIZED PARTNER WEBSITES” shall mean only those
websites owned and operated by Partner Site, specifically identified by the following
and no others. [Note: list Partners’s sites that will be sending traffic to theatre.]
1.4 “AUTHORIZED PAY-PER-VIEW WEBSITES” shall mean only those
websites owned and operated by Pay-Per-View Site Provider which contain Licensed Content
and will be linked to Authorized Partner Sites:
_____________________________________________________________________ . [Note:
list domain name of theatre site PPVNetworks is creating for Partner.]
1.5 “EFFECTIVE DATE” shall be 12:01 a.m. Eastern Standard Time the day on
which this License Agreement has been signed by both Pay-Per-View Site Provider and Partner
3. Term of the Agreement and Effective Date
3.1 The terms and conditions set forth in this Agreement shall become
effective upon the date that this Agreement is executed by both parties hereto, said date
of execution shall be deemed the “effective date” of this Agreement.
3.2 The original term of this Agreement shall be for a period of one (1) years
commencing from the effective date of this Agreement unless this Agreement is modified
or extended in writing by the parties hereto.
3.3 At the termination or expiration of this Agreement all rights granted to
Partner Sites under this Agreement shall be extinguished.
4. Fees to Be Paid to Partner Site
In exchange for the right to link Authorized Pay-Per-View Websites to Authorized
Partner Sites, Pay-Per-View Site Provider agrees to pay Partner Site a fee of fifty percent
(50%) of all Subscription Revenues and twenty-five percent (25%) of all Pay-Per-View
Revenues generated from the Authorized Pay-Per-View Sites, as described in Attachment
B, without any deduction, adjustment or offset, derived from the transmission or other
exploitation of the Licensed Content by Online Pay-Per-View during the term of this
Agreement or any extensions thereof.
4.1 All fees payable to Partner Site under this Agreement shall be paid on a
monthly basis, and shall be due and payable no later than fifteen (30) days after the end
of each month.
4.2 Upon expiration or termination of this Agreement all accrued fees shall be
accelerated and shall immediately become due and payable.
4.3 The receipt or acceptance by Partner Site of any statement of licensing fees
due Partner Site, or of the payment of fees by Pay-Per-View Site Provider shall not
prevent Partner Site from subsequently challenging the validity or accuracy of such
statement or payment.
4.4 All payments due Partner Site shall be made in U.S. currency by check
drawn on a U.S. bank, unless otherwise specified by Partner Site.
4.5 Late payments shall incur interest at the rate of One Percent (1%) per
month from the date such payments were originally due.
6. Partner Site’s Representationss and Warranties.
Partner Site hereby represents and warrants that:
6.1 Partner Site will feature Authorized Pay-Per-View Website’s on Authorized
Partner Websites within 30 days of completion of these sites. Partner Site will make reasonable
efforts to market the Online Pay-Per-View services to its customers by prominently featuring the
links on its homepage and including Online Pay-Per-View in its marketing efforts.
7. Pay-Per-View Site Provider’s Representations and Warranties
7.1. That Pay-Per-View Site Provider is solely responsible for the creation,
design, maintenance, editing, supervision and operation of its Authorized Pay-Per-View
Websites, including without limitation all decisions regarding: the persons who may enter
and access the contents of Authorized Pay-Per-View Websites or become members of
said Websites; the Terms and Conditions of membership; the geographical locations
where Pay-Per-View Site Provider permits the downloading and accessing of the content
of its Websites; the use of adult verification or screening mechanisms or procedures to
attempt to limit the access or viewing of any material or content on Pay-Per-View Site
Provider’s Authorized Pay-Per-View Websites by minors. Partner Site acknowledges
that PARTNER SITE HAS NO CONTROL OVER PAY-PER-VIEW SITE
PROVIDER’S AUTHORIZED PAY-PER-VIEW WEBSITES, or any of the design,
layout, content, subject matter, products, services or persons that appear in or on or that
are linked to the Websites, or the geographical areas into which the Websites
disseminates, transmits, broadcasts or otherwise distributes or permits the access of the
content or services offered by Authorized Pay-Per-View Websites, including without
limitation the Licensed Content.
7.2 Pay-Per-View Site Provider will provide Partner Site with ability to access
realtime online revenue share reports for Authorized Pay-Per-View Websites, if
8. Indemnification, Injunctive Relief
8.1 Partner Site shall fully indemnify Pay-Per-View Site Provider and hold
Pay-Per-View Site Provider harmless from any liabilities, losses, damages, costs and
expenses, including attorney’s fees, arising from any dispute, claim, action or proceeding
based upon or in any way related to any breach or alleged breach of Partner Site’s
warranties, representations, promises, agreements or obligations set forth herein.
8.2 Pay-Per-View Site Provider shall fully indemnify Partner Site and hold
Partner Site harmless from any liabilities, losses, damages, costs and expenses, including
attorney’s fees, arising from any dispute, claim, action or proceeding based upon or in
any way related to any breach or alleged breach of Pay-Per-View Site Providers’s
warranties, representations, promises, agreements or obligations set forth herein.
8.3 Partner Site acknowledges and agrees that any use or threatened use of the
Licensed Content by Partner Site that is not expressly authorized by this Agreement shall
result in and constitute irreparable injury to Licensor and entitling Licensor to seek and
obtain injunctive relief preventing such unauthorized use.
9. Warranties, Liabilities, Remedies and Limitations Thereof
9.1 THE ONLINE PAY-PER-VIEW SITES AND LICENSED CONTENT
ARE PROVIDED "AS IS" AND ALL FAULTS AND THE ENTIRE RISK AS TO
SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS
WITH PARTNER SITE. PAY-PER-VIEW SITE PROVIDER DISCLAIMS ANY AND
ALL OTHER WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING,
BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES AND CONDITIONS OF
MERCHANTABILITY, MERCHANT QUALITY, CORRESPONDENCE TO
DESCRIPTION, OR FITNESS FOR A PARTICULAR PURPOSE.
9.3 Pay-Per-View Site Provider makes no representations or warranties as to
whether the Licensed Content would offend the community standards of localities in
which Partner Site may choose to use, publish or exhibit the Licensed Content.
9.4 Pay-Per-View Site Providers’s cumulative liability to Partner Site or any
other party for any loss or damages resulting from any claims, demands, indemnifications
or actions arising out of or relating to this Agreement or Partner Site’s use of the Online
Pay-Per-View Sites shall not exceed the revenues of Authorized Pay-Per-View Sites.
9.5 In no event shall Pay-Per-View Site Provider or any persons or
entities associated therewith be liable for any direct, indirect, punitive, incidental,
special or consequential damages arising out of or in any way connected with this
Agreement or the subject matters hereof (including, without limitation, damages for
loss of business profits, business interruption or loss of business information) even if
Licensee has been advised of the possibility of such damages. Because of the
extreme difficulty of fixing actual damages for any failure of Pay-Per-View Site
Provider to perform its obligations hereunder or from any failure of Pay-Per-View
Site Provider to perform any obligations imposed by law, Partner Site agrees that
Pay-Per-View Site Providers’s entire liability, and Partner Sites’s exclusive remedy,
for any claim for damages against Pay-Per-View Site Provider and all persons or
entities directly or indirectly affiliated therewith arising out of this Agreement or
the various subject matters hereof, whether grounded in contract, tort or any other
theory of liability, shall be limited to liquidated damages in the amount of the
consideration paid in connection with the affected transaction, and no more. The
provisions of this paragraph apply even though the loss or damage, irrespective of
cause or origin, results directly or indirectly, either from performance or non-
performance of obligations imposed by this Agreement. Some states do not allow
the limitation or exclusion of liability for incidental or consequential damages, so in
those states the above limitation or exclusion may not apply.
9.6 Partner Sites’s limited warranties set forth above are not assignable by
Partner Site in any way whatsoever.
10.1 Termination by Mutual Consent. This Agreement shall terminate upon the
mutual written agreement of the parties.
10.2 Termination for Material Breach. If either party breaches or defaults in the
performance or observation of any of the material provisions of this Agreement, and such
breach or default is not cured within thirty (30) days after the giving of written notice by
the other party specifying such breach or default, the non-defaulting party shall have the
right to terminate this Agreement without further notice.
10.3 Upon termination or expiration of this Agreement, all rights granted to
Partner Site by Pay-Per-View Site Provider shall immediately cease and Partner Site shall
thereupon immediately cease to use, display, publish, exhibit or disseminate said Pay-
Per-View Sites and Licensed Content or any Derivative Works based on said Licensed
Content. Partner Site agrees and acknowledges that any continued use, display,
publication, exhibition or dissemination of the Licensed Content by Partner Site after
termination or expiration shall constitute a basis for equitable relief, including injunctive
relief, in addition to monetary damages.
11. Limitation of Agreement/ Relationship of the Parties
The relationship of Pay-Per-View Site Provider and Partner Site hereunder is limited to
the respective rights and obligations of the parties as specifically provided herein. The
parties to this Agreement are independent contractors and nothing in this Agreement shall
make them joint venturers, partners, employees, agents or other representatives of the
other party hereto, or shall be construed or interpreted to permit either party to undertake
any agreement for the other, or to use the name or identifying mark of the other, all
except as is specifically provided herein.
12. Successors and Assigns
This Agreement shall be binding upon and inure to the benefit of the heirs, executors,
administrators, successors and legal representatives of Pay-Per-View Site Provider and
Partner Site. Partner Site may not assign its rights or obligations hereunder without the
prior written consent of Pay-Per-View Site Provider. Pay-Per-View Site Provider may
assign its rights or obligations hereunder without the prior written consent of Partner Site.
All notices, requests, demands and other communications hereunder shall be in writing
and shall be deemed given (i) if delivered personally, or (ii) three (3) days after mailed by
certified or registered mail, postage prepaid, return receipt requested, or (iii) upon
transmission, if sent by prepaid telegram, telex or telecopy (fax) and a receipt of
transmission is obtained, in each case addressed to the party to receive notice, at the
address or fax number as follows:
For PARTNER SITE:
For SVOTHI CORP. (PAY-PER-VIEW SITE PROVIDER):
14. Integration; Amendment; Nonwaiver
This Agreement constitutes the entire agreement of Pay-Per-View Site Provider and
Partner Site with respect to the subject matter hereof, and supersedes and cancels all other
prior Agreements, discussions, communications, understandings, promises or
representations, whether written or oral. No modification of this Agreement shall be
enforceable unless reduced to writing and signed by duly authorized representatives of
both parties. No officer, employee or representative of either party has any authority to
make any representation or promise in connection with this Agreement or the subject
matter thereof which is not contained expressly in this Agreement; and Partner Site
acknowledges and agrees that Partner Site has not executed this Agreement in reliance
upon any such representation or promise. Partner Site acknowledges and agrees that the
failure of Pay-Per-View Site Provider to enforce any of the specific provisions of this
Agreement shall not preclude any other or further enforcement of such provision(s) or the
exercise of any other right hereunder.
15. Governing Law/Arbitration/Jurisdiction and Venue
This Agreement shall be governed by and construed under the laws and judicial decisions
of the State of New York and the United States as applied to agreements between New
York state residents entered into and to be performed within the State of New York,
except as governed by Federal law. The application of the United Nations Convention of
Contracts for the International Sale of Goods is expressly excluded.
15.1 Subject to the provisions of paragraph 15.2, any and all disputes as to the
interpretation of or any performance under this Agreement which are not first resolved
informally, shall be determined by binding arbitration in New York, New York, in
accordance with the rules of the American Arbitration Association. The final award in
any such arbitration proceeding shall be subject to entry as a judgment by any court of
competent jurisdiction, provided that such judgment does not conflict with the terms and
provisions hereof. The jurisdiction of the arbiter (or arbiters) with respect to legal matters
shall be limited only by the statutory and common law of the State of New York and the
15.2 Notwithstanding the foregoing, Pay-Per-View Site Provider shall have the
right, in it’s absolute discretion, to initiate and file any claims or disputes regarding
intellectual property, copyright or trademark infringement in a court of competent
jurisdiction without the requirement of first submitting such claims or disputes to binding
15.3 If for any reason any matter or dispute arising under this Agreement is not
resolved by binding Arbitration, or if any of the proceedings or decisions of the
Arbitration must be enforced by a court of competent jurisdiction, Partner Site agrees
that in case of any litigation regarding this Agreement or the various subject matters
hereof, that the venue for such litigation shall be, depending on by the subject matter of
the dispute, either the Municipal Court of New York, New York, or the Superior Court
of the County of New York. Licensee hereby consents and stipulates to the jurisdiction of
the Courts of the State of New York and the United States District Court. Additionally,
the parties agree that service of process in any such proceeding may be achieved by any
means allowed under New York or federal law. For such purposes, Partner Site
constitutes and appoints the Secretary of State of New York as Partner Sites’s agent to
receive service of any and all process in any such action, proceeding or litigation. The
parties hereto hereby waive and agree not to assert (by way of motion, as a defense or
otherwise) that any such proceeding is brought in an inconvenient forum or that the venue
thereof is improper.
16. Attorney's Fees
Partner Site agrees that if suit, action or arbitration is brought to enforce or interpret any
provision of this Agreement, or the rights or obligations of any party hereto as they relate
to the subject matter of this Agreement, the prevailing party shall be entitled to recover,
as an element of such party’s costs of suit, and not as damages, all reasonable costs and
expenses incurred or sustained by such prevailing party in connection with such suit or
action or arbitration, including, without limitation, attorneys’ fees and expenses and court
17. Severability/ Invalidity
In the event of invalidity of any provision(s) of this Agreement, such invalidity shall not
affect the validity of the remaining provisions of this Agreement. However, and
notwithstanding the generality of the foregoing, if any such provision(s) of this
Agreement might otherwise be held by a court of competent jurisdiction to be lawfully
valid, enforceable, or legal then that provision shall first be construed, if possible, in a
manner that keeps it from being contrary to law, invalid, unenforceable, or illegal while
reflecting those intentions of the parties ("Saving Interpretation"). If such Saving
Interpretation is not reasonable under the circumstances then such provision(s) shall be
deleted without effect to the remaining provisions.
For purposes of construction, this Agreement shall be deemed to have been drafted by
both Pay-Per-View Site Provider and Partner Site.
No waiver by either party of the breach of any covenant, condition or term of this
Agreement shall be construed as a waiver of any preceding or succeeding breach nor
shall the acceptance of any fee or other payment during any period in which either party
is in default be deemed to be a waiver of such default. All rights, remedies,
undertakings, obligations and agreements contained in this Agreement shall be
cumulative and none of them shall be a limitation of any other remedy, right,
undertaking, obligation, or agreement. All waivers must be in writing and signed by the
20. Compliance with Law
Each party hereto shall comply with all applicable laws, rules, ordinances and regulations
of any federal, state or other governmental authority.
The headings in this Agreement are for convenience only and do not in any way limit or
amplify the terms or conditions of this Agreement.
This Agreement may be executed in two or more counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same instrument.
In the event of any variation or discrepancy between fully-executed copies of this
Agreement (including any exhibits and riders), Pay-Per-View Site Providers’s copy shall
control. Additionally, this Agreement may be executed by faxed signatures, the delivery
of which shall be binding and effective for all purposes.
By executing this Agreement in the space provided below, the person signing this
Agreement on behalf of the Partner Site represents to Pay-Per-View Site Provider that the
Partner Sites’s governing body or person(s) (i) has authorized Partner Site to enter into
this Agreement and to assume the duties and obligations set forth herein, and (ii) has
authorized the signatory hereof to execute and deliver this Agreement on behalf of
Partner Site and to thereby bind Partner Site to the terms and conditions hereof.
24. Effectiveness of this Agreement
This Agreement shall not be effective until it has been signed by Pay-Per-View Site
Provider. Until then, Partner Site’s execution and delivery of this Agreement shall only
constitute an offer, contingent on approval by Pay-Per-View Site Provider.
IN WITNESS WHEREOF, this Agreement has been executed and delivered in New
York, New York as of the date first below written.
_________________________ SVOTHI CORP.
(PARTNER SITE) (PAY-PER-VIEW SITE
Description of the specific Licensed Content which is the subject of this Agreement.
Listing and Description of Pay-Per-View, Subscription and No Charge uses of Licensed
Content. Pay-Per-View and Subscription Fees combined account for all gross revenues.
A. Pay-Per-View. For a charge of $6.95 per movie, the subscribers of Authorized
Pay-Per-View Websites have 24 hours of unlimited access to a selected
Licensor video. This charge can be changed with the mutual agreement of
Licensor, Pay-Per-View Site Provider and Partner Site.
B. Subscription Fees. Subscription fees of $6.95/day, $19.95/month, $39.95/3
months, shall provide subscribers with unlimited access to the following
Licensed Content: up to 10 representative thumbnail images of up 320x240
pixels per video in Attachment A and one streaming video preview up to 5
minutes in length per video in Attachment A. Pay-Per-View Site Provider has
the right to remove or add the above subscription plans for the purposes of
marketing research and maximizing profitability, but must have the mutual
agreement of both parties to create new plans or change prices of existing
C. No Charge. The following Licensed Content can be to accessible to visitors of
Authorized Pay-Per-View Websites at no charge: text descriptions of videos, box
cover photos, two representative thumbnail images of up to 320x240 pixels per
video in Attachment A, and one free sample streaming video for the entire
Authorized Licensee Website of up to 3 minutes in length. The free sample
streaming video will not change more frequently than every 6 months.