1. Properties/Content. Content Prov

1. Properties/Content. Content Provider represents and warrants that Content Provider exclusively owns and/or has all necessary rights to control the Properties during the Term of this Agreement, as well as all content (both audio and visual) exploited through such Properties (collectively, the "Content").

2. License. Content Provider hereby grants to ScaleLab the exclusive, worldwide right and license, during the Term hereof, to exploit, manage and monetize (through enabling and selling advertising) the Properties and the Content as part of ScaleLab's branded YouTube network(s). Without limiting the foregoing, ScaleLab will have the exclusive right throughout the Term hereof to represent, sell and manage all advertising inventory pertaining to the Properties, including but not limited to any advertising sales and/or sponsorship opportunities, inclusion of advertising by advertising networks, use of annotations and related features, and the serving and monitoring of all advertising and/or sponsorship campaigns and programs. Notwithstanding the foregoing, all brand integration with regard to the Properties (i.e. placing a product into a video) shall be non-exclusive and subject to Content Provider's prior written approval. ScaleLab will collect all revenue generated from the Properties directly (e.g., through Ad Sense, Video Ad Sense, YouTube direct sales, ScaleLab's direct sales, etc.) (collectively, the "Revenue"), and pay Content Provider its share of such Revenue in accordance with the terms of this Agreement. Content Provider agrees that during the Term hereof, neither Content Provider nor any third party will have the right to sell advertising or sponsorship opportunities or otherwise monetize the Properties or Content in any way other than through ScaleLab without first obtaining ScaleLab's prior written consent in each instance. Without limiting the foregoing license, Content Provider further grants to ScaleLab any and all rights and licenses reasonably required for ScaleLab to perform and enjoy its rights under this Agreement.

3. Revenue Share and Payment Terms. All Revenue generated hereunder with respect to the Properties and/or Content shall be allocated and paid thirty-five percent (35%) to ScaleLab and sixty-five percent (65%) to Content Provider, respectively. ScaleLab will pay Content Provider its share of all Revenue due to Content Provider hereunder, if any, on a monthly basis in accordance with the terms of this Agreement, within thirty (30) days after the end of each calendar month; provided that if the money payable is less than one hundred dollars (US$100) in any given month, then ScaleLab need not make payment to Content Provider hereunder until such time as there is an aggregate of at least one hundred dollars (US$100) due and payable to Content Provider hereunder. Notwithstanding anything to the contrary contained herein, ScaleLab may deduct from any and all Revenue otherwise payable to Content Provider hereunder all wire transfer fees, ACH fees, and other reasonable administrative fees (such administrative fees not to exceed 3% of the amount of Revenues payable to Content Provider in any given month) that are charged to ScaleLab in connection with the carrying out of its duties in accordance with this Agreement and/or otherwise incurred by ScaleLab in connection with monetizing the Properties and/or Content hereunder.

4. License to Use Intellectual Property. Content Provider also grants to ScaleLab a non-exclusive, worldwide, royalty-free license to use any trademarks, trade names, trade dress, slogans, designs, copyrights and/or logos that are provided by Content Provider in connection with the Properties and/or the Content in connection with ScaleLab's performance of its duties hereunder and/or in connection with ScaleLab's promotional activities.

5. Removal/Modification of Content. On occasion, ScaleLab may request that Content Provider remove certain Content or disable advertising on certain Content if it is deemed unsuitable for advertising purposes or in violation of YouTube terms of use. Such requests will be issued by ScaleLab via email or telephone call and must be handled with expediency by Content Provider. Notwithstanding the foregoing or anything contained herein to the contrary, ScaleLab has the right to terminate this Agreement upon written notice to Content Provider if it is determined by ScaleLab, in ScaleLab's sole discretion, that Content Provider has uploaded and/or received a ‘strike' for copyrighted material in violation of YouTube terms of use, and/or for any reason whatsoever.

6. Term of Agreement. This Agreement shall begin on the Effective Date and continue for an initial term of three (3) months, after which time this Agreement shall automatically renew for successive six (6) months periods unless either party gives written notice of its intent not to renew at least thirty (30) days prior to the end of the then-effective period. Either party may terminate this Agreement upon at least thirty (30) days written notice to the other party if the party receiving such notice has materially breached this Agreement, which termination shall become effective at the end of said thirty (30) day period unless the breaching party cures such breach prior to the end of such notice period. The entire period of time during which this Agreement is in effect is referred to herein as the "Term".

7. Obligations of Content Provider.
Content Provider's obligations are as follows:
Content Provider shall deliver/upload the Content and associated metadata pursuant to specifications and terms of use provided by YouTube, which are subject to change by YouTube.
Content Provider shall not deliver Content Provider Content that infringes on the rights of others.
If Content Provider receives a copyright takedown notice from YouTube or any third party, Content Provider shall immediately notify ScaleLab in writing of same. Content Provider's failure to send such notification may result in suspension from YouTube and the termination of this Agreement.
If any Content contains visibly prominent paid advertisements or sponsorships, Content Provider shall immediately notify ScaleLab in writing of same.
Content Provider shall enable advertising on all Properties and Content unless such enabling of advertising infringes on the rights of others or is otherwise in violation of YouTube terms of use; ScaleLab shall have no obligation to make payments to Content Provider for any Properties that have not been ad-enabled by Content Provider.
Content Provider shall not enter into any agreement during the Term that is inconsistent with the terms or spirit of this Agreement.

8. Ownership and Control of Properties. Content Provider shall retain full control and ownership of, and absolute liability for, the Properties, including the creation, procurement, and uploading of all Content and the ongoing management and look and feel of the Properties.

9. Taxes. All payments made in connection with this Agreement are exclusive of taxes imposed by governmental entities of whatever kind and imposed with respect to the transactions for services provided under this Agreement. Each party shall be responsible for any taxes relating to payments it makes or receives under this Agreement.

10. Assignment. ScaleLab shall have the right to assign this Agreement to any party for any reason upon written notice to Content Provider. Content Provider may not assign this Agreement to any party, with the sole exception of an outright sale by Content Provider of Content Provider's Properties and/or Content. In the event that Content Provider desires to sell its Properties and/or Content, Content Provider must first provide to ScaleLab i) advance written notice of such sale, and ii) any information about the new owner, including but not limited to name, address, payment details and tax information, which ScaleLab may reasonably request in order to fulfill its obligations under this Agreement.

11. Fraud. Content Provider will not, directly or indirectly, authorize or encourage any third party to generate automated, fraudulent or otherwise invalid advertising actions (e.g., "click fraud," "action fraud" or "impression fraud"). If ScaleLab believes in good faith that Content Provider has violated this Section, ScaleLab may (i) withhold payments to Content Provider until such suspected fraud is resolved and remedied to ScaleLab's satisfaction, and/or (ii) immediately terminate this Agreement.

12. Nature of Relationship. Nothing herein creates a partnership, joint venture, employer/employee or other relationship between the parties other than that of independently contracting parties. It is acknowledged and understood that ScaleLab reserves the right to reject any Application for any or no reason.

13. Confidentiality. Neither party will disclose the terms hereof to any third party without the other party's prior written agreement. Further, the parties shall not disclose to any third party any non-public and/or proprietary information disclosed by one party to the other hereunder, and each party shall protect such information from the other with at least the same degree of care used to protect its own confidential information.

14. Representations and Warranties; Indemnity. Content Provider represents and warrants that: (i) Content Provider is at least 18 years of age or has obtained the written consent of Content Provider's parent or legal guardian to enter into this Agreement (as evidenced below); (ii) Content Provider has the full right, power and authority to enter into and perform this Agreement and grant the rights herein granted without the consent of any third party; (ii) Content Provider exclusively owns and/or controls any and all rights and clearances necessary in connection with this Agreement for the exploitation of the Properties and Content as contemplated herein, free and clear of any liens, encumbrances, other thir

Kết quả (Việt) 1:

1. tài sản/nội dung. Cung cấp nội dung đại diện cho và đảm bảo rằng nhà cung cấp nội dung độc quyền sở hữu và/hoặc có tất cả các quyền cần thiết để kiểm soát các tài sản trong thời hạn của thỏa thuận này, tất cả nội dung (cả hai âm thanh và thị giác) khai thác thông qua các tài sản đó (gọi chung là, "nội dung").2. License. Content Provider hereby grants to ScaleLab the exclusive, worldwide right and license, during the Term hereof, to exploit, manage and monetize (through enabling and selling advertising) the Properties and the Content as part of ScaleLab's branded YouTube network(s). Without limiting the foregoing, ScaleLab will have the exclusive right throughout the Term hereof to represent, sell and manage all advertising inventory pertaining to the Properties, including but not limited to any advertising sales and/or sponsorship opportunities, inclusion of advertising by advertising networks, use of annotations and related features, and the serving and monitoring of all advertising and/or sponsorship campaigns and programs. Notwithstanding the foregoing, all brand integration with regard to the Properties (i.e. placing a product into a video) shall be non-exclusive and subject to Content Provider's prior written approval. ScaleLab will collect all revenue generated from the Properties directly (e.g., through Ad Sense, Video Ad Sense, YouTube direct sales, ScaleLab's direct sales, etc.) (collectively, the "Revenue"), and pay Content Provider its share of such Revenue in accordance with the terms of this Agreement. Content Provider agrees that during the Term hereof, neither Content Provider nor any third party will have the right to sell advertising or sponsorship opportunities or otherwise monetize the Properties or Content in any way other than through ScaleLab without first obtaining ScaleLab's prior written consent in each instance. Without limiting the foregoing license, Content Provider further grants to ScaleLab any and all rights and licenses reasonably required for ScaleLab to perform and enjoy its rights under this Agreement.3. doanh thu chia sẻ và điều khoản thanh toán. Tất cả doanh thu tạo ra dưới đây đối với các thuộc tính hoặc nội dung được phân bổ và trả phần trăm ba mươi lăm (35%) để ScaleLab và sáu mươi lăm phần trăm (65%) để cung cấp nội dung, tương ứng. ScaleLab sẽ trả tiền nhà cung cấp nội dung chia sẻ của tất cả doanh thu do nhà cung cấp nội dung sau đây, nếu có, trên cơ sở hàng tháng phù hợp với các điều khoản của thỏa thuận này, trong vòng ba mươi (30) ngày sau khi kết thúc mỗi tháng theo lịch; với điều kiện là nếu số tiền trả là ít hơn một trăm đô la (US$ 100) trong bất kỳ tháng nhất định, sau đó ScaleLab cần không thực hiện thanh toán để cung cấp nội dung sau đây cho đến khi thời gian như có là dạng quả hợp của ít nhất một trăm đô la (US$ 100) do và trả cho nhà cung cấp nội dung sau đây. Bất kể điều gì trái với tin ở đây, ScaleLab có thể khấu trừ từ bất kỳ và tất cả thu nhập nếu không trả cho nhà cung cấp nội dung sau đây tất cả dây chuyển phí, lệ phí ACH, và các chi phí hành chính hợp lý (như vậy chi phí hành chính không để vượt quá 3% của số tiền của doanh thu trả cho nhà cung cấp nội dung trong bất kỳ tháng nhất định) được tính vào ScaleLab kết hợp với thực hiện ra khỏi nhiệm vụ phù hợp với thỏa thuận này và/hoặc nếu không phát sinh bởi ScaleLab liên quan với kiếm tiền từ các thuộc tính và/hoặc các nội dung sau đây.4. License to Use Intellectual Property. Content Provider also grants to ScaleLab a non-exclusive, worldwide, royalty-free license to use any trademarks, trade names, trade dress, slogans, designs, copyrights and/or logos that are provided by Content Provider in connection with the Properties and/or the Content in connection with ScaleLab's performance of its duties hereunder and/or in connection with ScaleLab's promotional activities.5. Removal/Modification of Content. On occasion, ScaleLab may request that Content Provider remove certain Content or disable advertising on certain Content if it is deemed unsuitable for advertising purposes or in violation of YouTube terms of use. Such requests will be issued by ScaleLab via email or telephone call and must be handled with expediency by Content Provider. Notwithstanding the foregoing or anything contained herein to the contrary, ScaleLab has the right to terminate this Agreement upon written notice to Content Provider if it is determined by ScaleLab, in ScaleLab's sole discretion, that Content Provider has uploaded and/or received a ‘strike' for copyrighted material in violation of YouTube terms of use, and/or for any reason whatsoever.6. Term of Agreement. This Agreement shall begin on the Effective Date and continue for an initial term of three (3) months, after which time this Agreement shall automatically renew for successive six (6) months periods unless either party gives written notice of its intent not to renew at least thirty (30) days prior to the end of the then-effective period. Either party may terminate this Agreement upon at least thirty (30) days written notice to the other party if the party receiving such notice has materially breached this Agreement, which termination shall become effective at the end of said thirty (30) day period unless the breaching party cures such breach prior to the end of such notice period. The entire period of time during which this Agreement is in effect is referred to herein as the "Term".7. Obligations of Content Provider.Content Provider's obligations are as follows:Content Provider shall deliver/upload the Content and associated metadata pursuant to specifications and terms of use provided by YouTube, which are subject to change by YouTube.Content Provider shall not deliver Content Provider Content that infringes on the rights of others.If Content Provider receives a copyright takedown notice from YouTube or any third party, Content Provider shall immediately notify ScaleLab in writing of same. Content Provider's failure to send such notification may result in suspension from YouTube and the termination of this Agreement.If any Content contains visibly prominent paid advertisements or sponsorships, Content Provider shall immediately notify ScaleLab in writing of same.Content Provider shall enable advertising on all Properties and Content unless such enabling of advertising infringes on the rights of others or is otherwise in violation of YouTube terms of use; ScaleLab shall have no obligation to make payments to Content Provider for any Properties that have not been ad-enabled by Content Provider.Content Provider shall not enter into any agreement during the Term that is inconsistent with the terms or spirit of this Agreement.8. Ownership and Control of Properties. Content Provider shall retain full control and ownership of, and absolute liability for, the Properties, including the creation, procurement, and uploading of all Content and the ongoing management and look and feel of the Properties.9. Taxes. All payments made in connection with this Agreement are exclusive of taxes imposed by governmental entities of whatever kind and imposed with respect to the transactions for services provided under this Agreement. Each party shall be responsible for any taxes relating to payments it makes or receives under this Agreement.10. Assignment. ScaleLab shall have the right to assign this Agreement to any party for any reason upon written notice to Content Provider. Content Provider may not assign this Agreement to any party, with the sole exception of an outright sale by Content Provider of Content Provider's Properties and/or Content. In the event that Content Provider desires to sell its Properties and/or Content, Content Provider must first provide to ScaleLab i) advance written notice of such sale, and ii) any information about the new owner, including but not limited to name, address, payment details and tax information, which ScaleLab may reasonably request in order to fulfill its obligations under this Agreement.
11. Fraud. Content Provider will not, directly or indirectly, authorize or encourage any third party to generate automated, fraudulent or otherwise invalid advertising actions (e.g., "click fraud," "action fraud" or "impression fraud"). If ScaleLab believes in good faith that Content Provider has violated this Section, ScaleLab may (i) withhold payments to Content Provider until such suspected fraud is resolved and remedied to ScaleLab's satisfaction, and/or (ii) immediately terminate this Agreement.

12. Nature of Relationship. Nothing herein creates a partnership, joint venture, employer/employee or other relationship between the parties other than that of independently contracting parties. It is acknowledged and understood that ScaleLab reserves the right to reject any Application for any or no reason.

13. Confidentiality. Neither party will disclose the terms hereof to any third party without the other party's prior written agreement. Further, the parties shall not disclose to any third party any non-public and/or proprietary information disclosed by one party to the other hereunder, and each party shall protect such information from the other with at least the same degree of care used to protect its own confidential information.

14. Representations and Warranties; Indemnity. Content Provider represents and warrants that: (i) Content Provider is at least 18 years of age or has obtained the written consent of Content Provider's parent or legal guardian to enter into this Agreement (as evidenced below); (ii) Content Provider has the full right, power and authority to enter into and perform this Agreement and grant the rights herein granted without the consent of any third party; (ii) Content Provider exclusively owns and/or controls any and all rights and clearances necessary in connection with this Agreement for the exploitation of the Properties and Content as contemplated herein, free and clear of any liens, encumbrances, other thir