Aggregation Terms

1. About These Terms#

Relationship to our Terms and Conditions. Our Terms and Conditions, published at globalcontent.co/legal/terms, govern your use of our websites generally. These Terms are Additional Terms under that document. Where the two conflict on anything to do with distributing your titles, these Terms govern.

Relationship to your Agreement. Where these Terms and your signed Agreement conflict, your Agreement governs. Your Agreement carries the commercial terms: your plan, your revenue share, your term length, and your elections.

Which version applies to you. If you signed an Agreement, the version of these Terms in effect on your Effective Date governs it. We keep a dated copy of every version and will provide yours on request.

Term. The Agreement begins on the Effective Date and runs for the term of the plan you selected. It renews for consecutive periods of the same length until either Party gives the other sixty (60) days' written notice before the current term ends. Every Title we accept during a term is covered automatically. You do not need a separate agreement for each one.

Authority. If you are signing or accepting on behalf of a company, you confirm you are authorized to bind it, and "you" means that company.

2. Definitions#

"Title" means a motion picture, series, episode, short, or other audiovisual work you submit.

"Accepted Title" means a Title we have confirmed in writing, including by email, as accepted for servicing. We are not obligated to do anything with a Title until it is an Accepted Title.

"Channel" means any streaming service, storefront, platform, or network we make available through our then-current service offering. The available list changes. We may add, remove, or decline any Channel at any time.

"Submission Form" means the form we provide for each Title, completed by you and confirmed by us in writing. It records the Title's delivery details and any elections or filters you apply to it.

"Delivery Materials" means everything required to deliver a Title (master file, audio, captions, artwork, stills, trailer, metadata, and supporting rights documentation), as described in the Delivery Specifications.

"Delivery Specifications" means our then-current technical and metadata requirements, provided to you in writing at onboarding and on request. They change as Channel requirements change.

"Gross Receipts" means amounts we actually receive from a Channel for an Accepted Title, less refunds, chargebacks, reversals, and amounts never collected.

"Revenue Share" means our percentage of Gross Receipts, stated in your Agreement.

3. What We Do#

We are a third-party aggregator. For each Title we accept, we:

• review your incoming master and materials through our quality control process;
• select Channels, pursue placement, and deliver the Title wherever we land a deal;
• administer the Title at those Channels, including metadata, availability windows, updates, and takedowns;
• collect revenue those Channels pay us for the Title;
• report that revenue to you and pay your share.

That is the entire service. We do not provide marketing, publicity, paid media, festival or awards strategy, artwork design, trailer editing, theatrical booking, or audience development unless you separately purchase them from us in writing.

Delivery to Channels is performed by our staff. We do not control Channel systems, review queues, acceptance decisions, scheduling, or reporting accuracy, and we do not promise any outcome at any Channel.

4. Rights You Grant Us#

You keep ownership of your Titles. You grant us, for the time we service each Accepted Title, the limited right to receive, store, package, deliver, redeliver, update, suspend, remove, administer, and service that Title and its Delivery Materials at Channels we select, and to use the Title and its approved artwork to present, list, and announce it.

You authorize us to submit metadata, availability and pricing instructions, delivery and avail forms, takedown requests, and claim responses on your behalf for that purpose. This is limited administrative authority. It is not a power of attorney, it is not sublicensable, and it does not let us license, sell, assign, or encumber your rights.

5. Your Materials and Our Review#

You deliver complete, accurate, compliant Delivery Materials at your own cost, in the formats set out in the Delivery Specifications. You are responsible for the accuracy of your metadata. We hold your materials securely for as long as we service the Title.

Some items are yours to supply or ours to provide, at your election on the Submission Form. Where you elect to supply an item and do not, or what you supply does not meet the Delivery Specifications, we may provide it at the fee in our published fee schedule after telling you.

You deliver platform-ready files. We do not remaster, convert, or otherwise alter your film; what you deliver is what goes out. If a file does not meet a Channel's specification, we tell you and you redeliver.

Before we accept a Title, a person at Global Content reviews exactly one thing: chain of title, meaning whether you own or control what you say you own. We may ask for chain-of-title documents, rights clearances, music cue sheets and licenses, and proof of E&O coverage.

Technical quality control is a separate service, elected on the Submission Form. Where you provide it, you deliver a passing technical QC report from a QC vendor acceptable to us. Where we provide it, we perform full technical QC at the fee in our published fee schedule.

If anything in a delivery fails our review or QC, we re-check the whole batch it arrived in, not just the item that failed.

When something is missing or wrong (a file, metadata, artwork, captions, or a document we request), we tell you what it is. You have seven business days to deliver conforming replacement materials. Responding without delivering conforming materials does not satisfy this paragraph. If we do not receive them, we may hold the Title, remove it, or supply or correct the item ourselves at the fee in our published fee schedule, and no further approval from you is required. After the second failed redelivery of the same item, each further redelivery is charged at the re-delivery fee. Repeated or material delivery failures may result in fees, suspension, or removal.

We may refuse, suspend, or remove any Title at any time if we believe in good faith that it is technically deficient, legally risky, non-compliant, or otherwise unsuitable for a Channel.

6. Your Plan#

Your plan, its annual fee, its title allowance, its Revenue Share, and its term are stated in your Agreement. Plans available as of this version:

Your plan is fixed for its term. You may move up to a higher plan at any time; it takes effect when we confirm it in writing, a fresh term begins on that date, and we invoice the difference in annual fee for the remainder of the year. You may not move down during a term. To move to a lower plan, give us written notice at least sixty (60) days before the current term ends, and the change takes effect at renewal. There is no fee to move down, and no refund for the unused part of a term.

A change of plan governs what you may do from that point forward. It does not remove, alter, or reprice Titles we have already accepted. Each keeps the Revenue Share it was accepted under and stays live until it is taken down.

E&O on Premium. Titles on a Premium plan are covered under Global Content's errors and omissions policy at no additional cost, subject to our insurer accepting the Title. Where the insurer declines a Title, we will tell you, and you may obtain coverage yourself or ask us to arrange it at the Pro rate.

Features arriving with our platform. Some plan features become available when our client platform launches. At signing, the following are not yet available: the Global Content Dashboard, the Globee support agent, Channel Insights, scheduled release dates, and the 24Frame tier included with your plan. You acknowledge this, and no part of the plan fee abates on account of it. We will tell you as each becomes available.

7. Accounting and Payment#

Statements and payments by Licensor to Licensee are issued on a calendar quarterly basis, as funds are received from Channels, and paid within thirty (30) business days after the end of each calendar quarter, and may be delivered through an online portal.

From Gross Receipts we deduct, in this order:

• Channel fees, commissions, and deductions the Channel actually charges;
• sales tax, VAT, GST, withholding, and similar governmental amounts actually withheld or paid;
• wire, ACH, intermediary bank, failed transfer, and currency conversion fees;
• pass-through costs you approved;
• our Revenue Share;
• any amount we set off under this Section.

What remains is yours. We take no deduction that is not stated in these Terms, in your Agreement, or in our published fee schedule.

Pass-through costs are billed at cost. Costs of $250 or less per Title may be incurred on notice to you and charged without prior approval. Costs above that require your written approval. If you neither approve nor decline within seven business days of our written quote, we may hold the Title until you do, without liability for any resulting delay or missed release.

No payment is due until we have your complete, current IRS tax form and verified payout details, and until your balance reaches the payout minimum of $20.00, with balances below that rolling forward. All amounts are in U.S. dollars, and you are responsible for any taxes on what we pay you.

Payouts and tax documentation are handled through a third-party payment and tax compliance provider. You complete your tax form (W-9 or W-8BEN) and payout details directly with that provider. Global Content does not store your bank account number or your tax identification number.

Each statement reflects amounts actually received and reported to us as of the end of the applicable quarter. Amounts received or reported after that date appear in the following statement. A Channel's late, incomplete, restated, or corrected reporting is not a breach of these Terms, and we may adjust a later statement to correct an earlier one.

Setoff. We may set off against amounts payable to you: unpaid fees and approved costs; chargebacks, reversals, and refunds a Channel or processor charges back to us; and amounts awarded by a final arbitration award, court judgment, or written settlement. We will tell you in writing what we set off and why, within thirty days.

Audit. Once a year, and on thirty (30) days' written notice to Licensor, an independent CPA bound by confidentiality may examine our records for the statements issued within the prior two (2) years, during normal business hours at our offices in Dallas, Texas. Each relevant statement may be examined only once. Such audit shall be conducted at your sole cost and expense, except where the audit shows an underpayment or nonpayment greater than ten percent (10%) for the periods examined. In that case, we will pay you the verifiable third-party cost of the audit and any underpayment or nonpayment due for those periods.

A statement is final and binding twenty-four (24) months after we issue it unless you object in writing before then, setting out each error you claim and the amount. If you object and we do not resolve it, you must bring any claim on that statement within six (6) months of your objection, or it is barred. Any such claim is limited to the amount owed for the periods examined.

8. What You Promise Us#

For every Title you submit, you represent and warrant that:

• you have full authority to enter this agreement and to grant the rights in it;
• you own or control all rights needed to exploit the Title, free of any lien, encumbrance, or conflicting grant;
• the Title and its Delivery Materials do not infringe anyone's copyright, trademark, privacy, publicity, contract, or guild or union rights, and you have secured every required license, release, and approval, including for music, footage, appearances, artwork, and locations;
• the Title complies with applicable law and contains nothing unlawful, defamatory, fraudulent, or misleading;
• everything you give us, including metadata, is accurate and stays accurate;
• you carry errors and omissions insurance as stated in your plan, and where you carry it, you will name us as an additional insured and give us proof on request;
• you are solely responsible for all residuals, participations, and guild or union obligations, including SAG-AFTRA, DGA, and WGA, and for all music synchronization and performance obligations arising from exploitation of the Title.

You will tell us promptly about any claim, rights defect, inaccurate metadata, or fraud affecting a Title.

We represent and warrant that we have authority to enter this agreement, that we maintain the operational capability to perform it, and that we will collect and account for revenue as described here and as the law requires.

9. Indemnity and Protective Measures#

You will defend, indemnify, and hold harmless Global Content and its affiliates, managers, officers, employees, contractors, and vendors from any claim, liability, damage, loss, settlement, cost, or expense, including reasonable outside attorneys' fees, arising from your breach of these Terms, any claim that a Title or its materials infringe a third-party right, any chain-of-title or clearance defect, any unpaid residual, participation, or guild or union obligation, any music, footage, performance, privacy, publicity, trademark, or guild claim, any metadata defect, or your negligence, willful misconduct, or violation of law.

We will give you reasonably prompt notice of a claim and may participate in the defense at our own cost. You will not settle a claim in a way that imposes liability or an admission on us without our written consent.

If a claim, takedown demand, subpoena, Channel warning, proceeding, or suspected fraud concerns a Title, we may in good faith suspend it, hold payments related to it, require documentation, or remove it from any Channel. We are not liable for acting in good faith under this paragraph.

10. Disclaimers and Limits#

We do not guarantee that we will place a Title at any Channel, that any particular Channel will carry it or continue to carry it, that a Title will go live on any date or remain available for any period, that any Channel will pay amounts it reports or owes, that it will be placed, promoted, or discovered, that it will earn revenue, or that Channel reporting is accurate. We perform with commercially reasonable skill and care.

We are not liable for any Channel's rejection, delisting, takedown, policy change, payment delay, or failure to pay. We have no obligation to commence or maintain legal proceedings against any Channel. If we choose to pursue a Channel for amounts owed on your Titles, our reasonable costs of doing so are recoupable from amounts recovered.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, GLOBAL CONTENT IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST OPPORTUNITIES, LOST GOODWILL, OR LOST DATA.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ANY CLAIM RELATING TO A TITLE WILL NOT EXCEED THE REVENUE SHARE WE ACTUALLY RETAINED ON THAT TITLE IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. THIS LIMIT REPLACES ANY LIABILITY LIMIT IN OUR TERMS AND CONDITIONS FOR ANYTHING ARISING FROM THE DISTRIBUTION OF YOUR TITLES.

These limits do not apply to your indemnity obligations, your payment obligations, either Party's fraud or willful misconduct, or either Party's breach of confidentiality.

11. Takedown, Termination, and Wind-Down#

You may take down any Title at any time. Submit a takedown request and pay a one-time fee of $197 per Title. Once we receive it, we begin sending removal notifications to active Channels. Removal depends on each Channel's own processing and can take up to ninety days.

Taking down Titles does not end the Agreement or your plan. Your plan continues for its term, renews as described in Section 1, and the annual fee is not refundable or prorated. To end the Agreement, give written notice at least sixty (60) days before your current term ends.

Either Party may terminate for material breach if the other does not cure within thirty days of written notice, or fifteen days for undisputed nonpayment. We may suspend or terminate immediately if you breach a representation about rights, ownership, legality, fraud, or metadata integrity, or if continuing to exploit a Title would likely expose us or a Channel to legal, operational, or reputational risk.

12. Changes to These Terms#

We may update the Delivery Specifications by written notice, effective thirty days after we send it, except that a change required by a Channel takes effect on the date the Channel requires. Conforming your Titles to changed requirements is at your cost. If you do not conform within the time the Channel allows, we may remove the affected Title without liability, and no takedown fee is owed by either Party for that removal.

We may update these Terms. If you signed an Agreement, an update applies to you thirty days after we notify you by email at the address in it. If an update increases our Revenue Share or a recurring fee, you may take down the affected Titles within thirty days of the effective date without the takedown fee.

No change applies retroactively to revenue already earned, and no change alters the Revenue Share on a Title we have already accepted.

The fees, plan, Revenue Share, and elections recorded in your signed Agreement change only by written amendment signed by both Parties.

13. Disputes#

If a dispute arises, the Party raising it sends written notice describing it, and both Parties try in good faith to resolve it for thirty days.

If that fails, the dispute goes to final and binding arbitration before a single arbitrator, administered by the American Arbitration Association under its then-current Commercial Arbitration Rules.

The seat and legal place of the arbitration is Dallas County, Texas, exclusively. Every hearing, conference, and proceeding will take place in Dallas County, Texas, unless both Parties agree otherwise in writing. Neither Party may commence, compel, or maintain arbitration anywhere else. If a hearing is conducted by telephone or videoconference for convenience, the seat remains Dallas County, Texas.

The award is final and binding and may be entered as a judgment in any court with jurisdiction. Costs are allocated under AAA rules. Each Party pays its own attorneys' fees unless the arbitrator finds a position was frivolous or brought in bad faith.

BOTH PARTIES WAIVE ANY RIGHT TO A JURY TRIAL AND ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR PRESIDE OVER ANY CLASS OR REPRESENTATIVE PROCEEDING.

Either Party may seek emergency injunctive relief from a court to prevent irreparable harm without waiving arbitration. These Terms are governed by Texas law, without regard to conflict-of-laws principles.

For any matter properly before a court, including a petition to compel arbitration or to confirm, enforce, or vacate an award, both Parties irrevocably submit to the exclusive jurisdiction and venue of the state and federal courts located in Dallas County, Texas. Each Party waives any objection to that jurisdiction or venue, including any claim that it is an inconvenient forum, and agrees not to bring an action arising out of the Agreement in any other court.

14. General#

Relationship. We are an independent contractor. This creates no partnership, joint venture, employment, fiduciary relationship, or trust. Amounts we receive are not trust or escrow funds unless we agree otherwise in writing. We may engage third parties, including vendors, fulfillment houses, and payment processors, to perform, and we remain responsible for their performance of our obligations.

Confidentiality. Each Party shall keep confidential all non-public information of the other Party disclosed in connection with the Agreement, including financial terms, reporting, Channel arrangements, and proprietary business information, disclosing only to attorneys, accountants, insurers, lenders, investors, and advisors with a need to know who are bound by confidentiality, and as required by law. We may use anonymized, de-identified, and aggregated data derived from the services for internal analytics, benchmarking, and business development, provided it does not identify you or any specific Title without prior written consent.

Notices. Notices are in writing and sent by email with confirmation of receipt, recognized overnight courier, or certified mail. We send to the email and address in your Agreement. You send to Global Content Holdings LLC at the address for legal notices published in our Terms and Conditions. Keep your contact information current.

Assignment. You may not assign without our written consent, except with a bona fide transfer of substantially all rights in a Title where the transferee assumes these Terms in writing. We may assign to an affiliate or successor in a merger, reorganization, or asset sale.

Force Majeure. Neither Party is liable for a failure or delay caused by events beyond its reasonable control, including acts of God, war, terrorism, labor disputes, government action, internet or Channel outages, pandemics, cyberattacks, or vendor failures. Payment obligations already accrued are not excused.

Everything Else. These Terms, together with your signed Agreement, the Submission Forms, and the Delivery Specifications, are the entire agreement between the Parties on this subject and replace all prior discussions. If a provision is held unenforceable, the rest stays in force and that provision is narrowed only as much as needed to make it enforceable. A failure to enforce a provision is not a waiver of it.