Seeka TV Content Agreement v5 (2020-02-29)

Welcome to Seeka TV!

PLEASE READ THIS AGREEMENT CAREFULLY. By creating an account on the Seeka TV platform (“Account”) or otherwise uploading content to the Platform, this Content Agreement (“Agreement”) applies. By using the Platform, you agree to abide by all applicable laws and this Agreement. Our privacy policy, which explains how we collect and use Your Content and information, is incorporated into this Agreement by reference.

Except for Section 7 (“Revenue Share and Payments”), we may modify this Agreement from time to time and notify you of such changes at the email address you use to register the account. You will be deemed to have agreed to any such modifications by your use of the Platform or your continued posting of Your Content on the Platform (10) days after any such notice. You are responsible for notifying us of any change to the email address that you associated with your account. It is important that you review this Agreement regularly to ensure you are updated as to any changes. If you do not agree with the modifications, please discontinue use of the Platform and remove Your Content immediately.

For changes to Section 7, changes that favor the Producer may take effect immediately without notice to the Producer. Section 7 may otherwise be modified with your agreement and (90) days notice. If you fail to agree to the modifications within the (90) day notice period, SparqTV may remove Your Content from the Platform and terminate this agreement.

ATTENTION PARENTS & KIDS! If you are a Producer under the age of 18, your parent or legal guardian must agree to this Agreement on your behalf.

1. Introduction: SparqTV LLC (“SparqTV,” “we,” “our” or “us”) operates the Seeka TV Platform, including the seeka.tv website and other sites owned and controlled by us, mobile and other apps, and other features content and contests now known or hereafter developed (collectively, the “Platform”), that allows you and/or your production company (“Producer,” “you” or “your”) to upload certain content for delivery to Seeka TV viewers and other users (collectively, “Users”).

2. The Agreement: If you are an individual, company, or group (each a “Registering Entity”), and you are creating or using an Account on our Platform on behalf of a Producer, then you represent and warrant that you are an authorized representative of that Registering Entity and of the Producer whose Account you are creating or using, with the authority to bind such Registering Entity and Producer to this Agreement; and you agree to be bound by this Agreement on behalf of such Registering Entity and Producer.

By creating an Account, you represent and warrant that (a) you are either 18 years old or older, or that you are the parent or legal guardian of a minor on whose behalf you are entering into this Agreement; (b) you are fully competent and have all the rights and authority to grant us all rights specified and to enter into all the terms and conditions of this Agreement; (c) your use of the Platform does not and will not violate any applicable laws, rules or regulations or the rights of any third parties; and (d) all registration information you submit is truthful and accurate and will be updated as necessary. You are responsible for keeping confidential any password that you created to use your Account and any aspect of the Platforms requiring registration.

3. Suspension & Termination: Without limiting anything in this Agreement, we reserve the right, in our sole discretion, to restrict, suspend, or terminate your Account and/or your access to all or any part of the Platform at any time, for any or no reason, with or without prior notice, and without liability, including, without limitation, (a) if we determine, in our sole discretion, that you have violated any of the terms of this Agreement, including if you have infringed the intellectual property rights of third parties, and (b) in the event we stop offering any aspect of the Platform. Upon termination of this agreement by either party for any reason, we will delist and cease distribution of any of Your Content immediately.

4. Connecting Your Social Accounts to the Platform: By connecting your social accounts to the Seeka TV Platform, or providing the Platform with your social account names, URLs, URIs, including but not limited to Facebook, Twitter, or YouTube (“Social Accounts”), you authorize SparqTV to fetch and to post content from your Social Accounts on the Platform and to post content from the Seeka TV platform to your Social Accounts.

5. Your Content Ownership: As between you and us, you retain all ownership including copyrights and trademarks of, responsibility for, and control over Your Content. You must not upload or submit to the Platform any content to which you do not hold all necessary rights. “Your Content” is any material that you upload or submit to the Platform via your Account, Social Accounts, or otherwise, including images and audio-visual materials.

6. Your Content Grant of Rights: SparqTV in its sole discretion will determine whether or not to display or feature your Producer profile and Your Content, and the order and duration of such display in the App discovery tab or other current or future discovery mechanisms of the Platform.

SparqTV allows you to enact controls (Geographic Restrictions) that enable you to limit the scope of your grant of rights to us based on viewer geography. Any grants under the terms of this agreement are worldwide grants unless you exercise the Geographic Restrictions. Within the reasonable scope of our capabilities, we agree not to distribute Your Content to any area covered by the Geographic Restrictions you indicate in the platform.

SparqTV cannot prevent willful users from circumventing Geographic Restrictions through tools like VPNs and IP-spoofing. In addition, geolocation on the Internet is inherently imperfect. Some viewers may occasionally be incorrectly allowed or denied access to content based on these imperfections. Distribution as a result of such willful circumvention by viewers or the imperfections inherent in Internet geolocation are not considered violations of this grant of rights.

By uploading or posting Your Content, or connecting your Social Accounts to the Platform (or authorizing such upload or posting), you hereby grant SparqTV a non-exclusive, transferrable, sublicenseable, worldwide, and fully paid license to reproduce, distribute, offer digital downloads, publicly display, communicate to the public, publicly perform (including by means of digital audio transmissions and including on a through-to-the-audience basis), adapt, modify, transmit and otherwise use (collectively “Use”) Your Content and your name, image, voice, likeness, biography and persona, and any associated logos, trademarks, or service marks, in any media and formats now known or later developed in connection with (a) the Platform, (b) advertising, and promoting you, Your Content, your Producer profile, SparqTV, and our Platform, and (c) distributing Your Content, your Producer profile, biographical information, and other information about you and Your Content to the public and our sublicensees. For the avoidance of doubt, SparqTV shall have the right to modify Your Content for social media engagement, including by overlaying comments or integrating into SparqTV’s own audiovisual player, or embedding advertising interstitials therein. You shall have the right to remove Your Content from the Platform at any time at your discretion.

You waive any right of approval of any materials in connection with this Use, as well as any rights of privacy, publicity in connection with this Use. You agree that once Your Content is distributed to a sublicensee, SparqTV is not obligated to ensure deletion of Your Content by the sublicensee, or to require that any user of the Platform or any sublicensee deletes any item of Your Content.

7. Revenue Share and Payments: Unless otherwise specified in a separate revenue sharing addendum, SparqTV agrees to pay Producer the following revenue shares in connection with Your Content:

SparqTV's preferred payment mechanism is Equitry and, unless Equitry is not supported in The Producer's country, it is expected that the Producer will set up an Equitry account for payments.

If the producer is accepting payments through Equitry, SparqTV will credit the Producer's Equitry wallet for all amounts due within 24 hours of the transaction triggering the amount due.

If the producer is not accepting payments through Equitry, SparqTV will pay to Producer its share of money in accordance with the above within thirty (30) days following the end of each calendar quarter that SparqTV receives it. If the compensation owed to Producer in any given quarter is less than $50, Producer’s earnings will be transferred to the next quarter for payment. SparqTV will pay Producer through PayPal or similar online, approved account or, at Producer’s direction, by mailing Producer a check.

Producer is responsible for calculating and paying all taxes owed on all compensation received by Producer from SparqTV. If SparqTV is required, pursuant to any applicable present or future law, to make any deduction or withholding in respect of tax or otherwise from any amount or amounts payable to Producer pursuant to this Agreement, SparqTV shall: (i) be entitled to pay the amounts in question after the deduction of the amount of such withholding or deduction; (ii) promptly pay to the relevant authority within the period permitted by law the amount of such withholding or deduction; and (iii) provide Producer with written evidence (including certification where appropriate) that SparqTV has made the payment to the relevant authority. If SparqTV does not make such withholding or deduction, Producer shall pay any and all taxes and other charges payable on account of such sums and Producer shall indemnify SparqTV from and against any liabilities or expense in connection with such withholding or deduction. If any governmental entity determines that SparqTV is responsible for paying taxes on Producer’s behalf, any further compensation will be net of taxes and Producer will promptly refund to SparqTV the amount(s) that SparqTV was required to pay on Producer’s behalf. If Producer resides in a territory where VAT applies, SparqTV’s payment to Producer may include VAT as appropriate and/or Producer’s payment may be subject to a VAT invoice. If Producer is a US resident or a US citizen, Producer must complete and submit to SparqTV an IRS Form W9 and any other applicable tax documentation. All others will be required to complete a form W-8BEN and any other applicable tax documentation. No worker’s compensation or other insurance will be obtained by SparqTV on Producer’s behalf. No payroll deductions for employment taxes or insurance of any kind will be paid by SparqTV. SparqTV is not a signatory to any agreement that would require any payments to WGA, DGA, SAG-AFTRA, or any other union or guild in connection with this Agreement.

8. Producer Conduct: You are solely responsible for your conduct in connection with the Platform. You agree that Your Content and any other content or materials you make available on the Platform: (a) will not (i) be unlawful, tortious, defamatory, vulgar, obscene, libelous, or racially, ethnically or otherwise objectionable; (ii) violate, or encourage any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) promote discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) be violent or threatening, or promote violence or actions that are threatening to any other person; or (v) promote illegal or harmful activities; (b) will not impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity; (c) will not harm minors; (d) will be owned by you and will not infringe the rights of any person or entity, including without limtiation, any patent, trademark, trade secret, copyright, privacy, publicity or other proprietary or contractual rights; (e) will not violate any applicable local, state, national or international law or regulation; or (f) will not advocate, encourage or assist any third party in doing any of the foregoing activities in this Section. SparqTV assumes no responsibility for removing, or monitoring the Platforms for, any inappropriate, false, incorrect, misleading, deceptive or unlawful content, information, materials or conduct. SparqTV reserves the right to investigate and take appropriate action against anyone who, in SparqTV’s sole discretion, violates, or is suspected of violating, this Agreement. Further, SparqTV reserves the right, but not obligation, to terminate this Agreement immediately if you or Your Content violates the terms of this Agreement.

9. Indemnity: You agree to indemnify, defend and hold SparqTV, its affiliates, and parent company, and their respective successors and assigns, directors, officers, employees, representatives, agents, other Producers, licensors, advertisers, partners, suppliers, sublicensees, and service providers (the “SparqTV Entities”) harmless from any and all claims, liabilities, damages, losses, costs and expenses (including reasonable attorneys’ fees), arising in any way out of or in connection with (a) your breach or violation this Agreement or any applicable law or the rights of any third parties, including intellectual property rights and the rights of privacy and publicity, (b) any third party claims regarding your use of the Platform or any unauthorized use of your Account, and/or (c) Your Content. SparqTV reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you and all negotiations for its settlement or compromise, and you agree to fully cooperate with us upon our request.

10. Disclaimer and Limitations of Liability: THE PLATFORM, AND ALL CONTENT, PRODUCTS, SERVICES AND USER POSTINGS MADE AVAILABLE ON, THROUGH OR IN CONNECTION THEREWITH, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, OR ANY GUARANTY OR ASSURANCE THEY WILL BE AVAILABLE FOR USE OR PERFORM AS DESCRIBED. ALL IMPLIED REPRESENTATIONS, WARRANTIES AND CONDITIONS RELATING TO THE PLATFORM, AND ALL CONTENT, PRODUCTS, SERVICES AND USER POSTINGS ARE HEREBY DISCLAIMED. YOU ACKNOWLEDGE AND AGREE THAT SPARQTV ASSUMES NO LIABILITY, RESPONSIBILITY OR OBLIGATION TO TRANSMIT, PROCESS, STORE, RECEIVE OR DELIVER YOUR CONTENT OR FOR ANY FAILURE OR DELAY ASSOCIATED WITH ANY CONTENT AND YOU ARE HEREBY EXPRESSLY ADVISED NOT TO RELY UPON THE TIMELINESS OR PERFORMANCE OF THE PLATFORM. SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OF CERTAIN WARRANTIES OR CERTAIN LIMITATIONS ON DAMAGES AND REMEDIES, SO SOME OF THE EXCLUSIONS AND LIMITATIONS DESCRIBED IN THIS AGREEMENT MAY NOT APPLY TO YOU. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, SPARQTV WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE, OF ANY KIND, DIRECT OR INDIRECT, IN CONNECTION WITH OR ARISING FROM USE OF THE PLATFORM OR FROM THIS AGREEMENT, INCLUDING COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES.

11. Miscellaneous. This Agreement sets forth the entire understanding of the parties and may not be amended or waived except in writing signed by both parties. If any provision of this Agreement is inconsistent with law, statute or regulation, or is invalid or unenforceable, such term or provision shall be deemed curtailed and limited to the extent necessary to achieve consistency, validity, or enforceability, as the case may be, but only to the extent necessary to achieve the same, and the balance of this Agreement shall remain in full force and effect. Failure of either party to timely enforce any of its rights or remedies hereunder shall not be deemed a continuing waiver or modification hereof, and either party may commence appropriate proceedings to enforce any or all of such rights and exercise any or all of such remedies. Neither party will disclose the terms or existence of this Agreement to any third party except its legal or financial advisors, or as required by law, or for the purposes contemplated herein (e.g., SparqTV’s representation of Producer for ad sales and sponsorships). Producer may not assign or delegate this Agreement and any such assignment or delegation shall be deemed null, void and of no effect. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Minnesota (excluding its choice-of-law rules). All actions, proceedings or litigation brought by any party hereto relating to this Agreement shall be instituted and prosecuted exclusively within the courts situated within the city of Minneapolis, Minnesota, and the parties hereby agree and submit to the exclusive jurisdiction and venue of such courts for such purposes. The termination of this Agreement shall not affect the ownership of the Platform or Your Content. In the event of any litigation or other proceeding arising in connection with this Agreement, in addition to other remedies, the prevailing party shall be entitled, to recover all reasonable attorneys’ fees and other costs (including without limitation court costs) incurred in the enforcement of this Agreement. Nothing herein shall constitute a partnership joint venture, agency, employee-employer, franchiser-franchisee relationship between Producer and SparqTV. Both Parties are independent contractors.

12. Questions? If you have any questions about this Agreement, please contact us at programming@seeka.tv.

Setup Your Equitry Wallet

Receive funds from series sponsors to distribute among your favorite shows using your Equitry Wallet or add your own funds through secure credit card transactions.

We provide a number of ways for web series creators to fund new seasons and new series without having to force advertising or subscription fees on you, their viewer. The Equitry Wallet is where all of these funds get managed. Sometimes, you will receive money earmarked for you to decide where it goes. Sometimes, you may decide to tip a filmmaker or buy something from them using a credit card. To do any of this, you need to set up an Equitry Wallet.

Equitry is a product of Sparq TV, LLC, the company behind Seeka TV. We use Stripe behind the scenes for all credit card transactions.

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