ARTBUYTV, INC. SERVICES AGREEMENT
This Services Agreement (“Agreement”) is entered into on ________ (“Effective Date”) between: ARTBUYTV, INC., a company registered under the laws of the United States whose office address is: 101 Nellen Ave. Corte Madera, CA 94925 (“ARTBUYTV”); and ___________ (“Customer”) an individual registered under the laws of the United States. ARTBUYTV and Customer shall each be referred to as “Party” and collectively as the “Parties”.
WHEREAS ARTBUYTV is a provider of certain video streaming, video distribution services, application development services and website development services; and WHEREAS Customer desires to purchase certain video distribution services, app development services and website development services from ARTBUYTV as per the terms of this Agreement; NOW THEREFORE, the Parties, in consideration of the mutual covenants and agreements hereinafter set forth, agree as follows:
SECTION 1. DESCRIPTION OF DELIVERABLES AND SERVICE
ARTBUYTV, either directly or through its affiliates, or through underlying service providers, agrees to provide to Customer either or all of the following services:
Video and/or audio streaming and or other video and/or audio distribution services including development of a website and applications for the purpose of online video and/or audio media distribution.
1.1 Video and/or Audio Content
a. Customer will provide his/her own video content for broadcast. It is agreed that ARTBUYTV has no relation or role in the creation or production of the Customer’s video content. Customer is allowed to upload and/or broadcast any audio and/or video content Customer chooses at any time at their sole discretion, reserving all rights to the content uploaded. Customer does not transfer any rights or transfer ownership of Customer’s video content to ARTBUYTV.
1.2 Pricing and Billing
a. Customer’s total upfront cost is $_________ and will be paid in full. Customer’s monthly subscription bill will be $______ per month with billing beginning after customer’s app services are delivered.
b. ARTBUYTV’s obligation is to provide timely delivery of Customer’s products and Customer’s obligation is to provide payments on time.
c. Default provisions for storage is 1,000 GB (gigabytes) of storage space and default provisions for bandwidth is 1,000GB (gigabytes) of bandwidth. Customer agrees that if additional storage or bandwidth is requested or required by Customer, charges of 10¢ (cents USD) per additional gigabyte of storage and 10¢ (cents USD) per additional gigabyte of bandwidth will apply, unless lower rates apply due to a new bandwidth/storage tier being applied to Customer’s account.
d. If customer chooses to pay via credit or debit card, Customer agrees to authorize ARTBUYTV to charge the credit or debit card provided by Customer in accordance with the payment terms listed above.
c. Cancellation: Customer can cancel service at any time and ARTBUYTV will stop service and future Billings upon reception of Customer’s request to cancel service. No cancellation fee applies.
1.3 Description of Development:
a. The following will be developed on behalf of Customer, consisting of these products/services: Roku, Apple TV, Fire TV, Android TV channel applications, optional website integration or template-based website.
a. Scope of Work: Development of channel app(s) with all standard features of ARTBUYTV’s app templates. Customer can also choose to provide domain name or website hosting access and ARTBUYTV will integrate videos from Customer’s channel on the website provided, or build a new website using ARTBUYTV’s website templates on Customer’s domain. The app will be developed and then submitted for publishing to the channel store(s). In addition to the development services listed above, ARTBUYTV will provide a channel management control panel (video CMS) and uploader tool.
b . Provisions for Additional Features and/or Functionalities: Customer understands that any additional features, applications, projects, or functionalities not defined in schedule “a. Scope of Work” are not included in the scope of this agreement and can and/or will be billed as separate service(s) at ARTBUYTV’s discretion.
c. Timeline of Delivery: ARTBUYTV’s estimated timeframe for the delivery of the project is approximately 30 days, but stipulates that the timeline of delivery may be greater or lesser depending on variables including customer delays in providing necessary project information and/or content.
SECTION 2. PROVISION OF THE SERVICES
2.1 Customer accepts that ARTBUYTV is free to determine, at its sole discretion, the method by which it will provide the Services as long as the result is the same intended by the customer. Without prejudice to the generality of the foregoing, Customer accepts that in connection with the performance of the Services, ARTBUYTV has the right to amend any technical configuration at any time. This Agreement shall be governed by the laws of the United States and shall have sole jurisdiction over any conflict and/or dispute arising out of, or in connection to, this Agreement.
SECTION 3. LIMITATION OF LIABILITY
3.1 In no event shall ARTBUYTV be liable to Customer for consequential, special or indirect losses or damages, howsoever arising, whether under contract, tort or otherwise, including, without limitation, third party claims, loss of profits, loss of customers, or damage to reputation or goodwill, even if ARTBUYTV is advised of the possibility of such damages.
SECTION 4. ASSIGNMENT
4.1 This Agreement is personal to the Parties hereto and may not be assigned or transferred by either Party without the prior written consent of the other Party, except that ARTBUYTV may at any time assign this Agreement without the consent of the Customer to any affiliated entity of ARTBUYTV or in connection with the acquisition of ARTBUYTV or its business and/or a merger of ARTBUYTV with the assignee. Client can cancel services at any time and is not obligated to continue the service plan in the case of any merger deal or sale deal to a third party. ARTBUYTV will also notify customer of any such merger or sale in advance to allow customer time to decide if they intend to continue service under the new circumstances.
SECTION 5. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION
5.1 Both parties each agree not to use the Confidential Information disclosed to it by the other party for any purpose except to carry out the listed project. Neither will disclose the Confidential Information of the other to third parties. Each agrees that it will take all reasonable steps to protect the secrecy of and avoid disclosure or use of Confidential Information of the other in order to prevent it from falling into the public domain or the possession of unauthorized persons. Each agrees to notify the other in writing of any misuse or misappropriation of Confidential Information of the other that may come to its attention. Additionally, ARTBUYTV will not publicly disclose that they are the provider and developer of Customer’s apps and video services without Customer’s prior consent.
SECTION 6. MISCELLANEOUS
6.1 Entire Agreement. This Agreement and any statement of work and schedules attached herewith constitute the entire agreement between the Parties with respect to the subject matter hereof and supersedes all previous agreements. This Agreement may not be modified or otherwise amended except by an instrument in writing signed by the Party against which enforcement is sought. In entering into this Agreement, all Parties represent and warrant that they did not rely upon any prior representations, discussions, agreements, or negotiations not contained in this Agreement, and that this Agreement constitutes the entire agreement between the Parties.
6.2 Binding Effect. This Agreement is intended to benefit and be binding upon the Parties, and their agents, employees, officers, directors, attorneys, legal representatives, beneficiaries, successors, parent corporations, subsidiaries, shareholders, branches, and assigns.
6.3 Authority to Sign. Each Party represents and warrants that the person signing this Agreement on its behalf has the authority to bind that Party to this Agreement.
6.4 No Joint Venture. Nothing in this Agreement will be construed to place the Parties in the relationship of agent, employee, franchisee, officer, partners, or joint ventures. Neither Party may create or assume any obligation on behalf of the other.
6.5 Counterparts. This Agreement may be executed in digital signature and/or via counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by facsimile, telecopy, or by electronic mail in portable document format (pdf) or similar format shall be effective as delivery of a manually executed counterpart of this Agreement.
6.6 No Waiver. The failure of either Party to enforce any rights granted hereunder or to take action against the other Party in the event of any breach hereunder will not be deemed a waiver by that Party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
SECTION 7. CORRESPONDENCE
7.1 Notices and Correspondence: Any notices or other documents required to be given or served hereunder or under any document or instrument executed pursuant hereto, including without limitation any service cancellation notices, shall be in writing and shall be delivered in written format including mail or email, addressed to the Parties as follows:
If to ARTBUYTV: ARTBUYTV Inc.
Contact: Agne Christensen
Tel: (415) 272-7745 (USA)
101 Nellen Ave. Corte Madera, CA 94925
If to Customer: [Name]
By: ______________________________ Agne Christensen, Founder
ARTBUYTV Inc. (“ARTBUYTV”)
By: ______________________________(“Customer”) Title: ______
Credit Card Authorization
Exp. Date:______________Billing Zip:______________CVC:___________
Your credit card will be automatically billed in the amount of $__________ every________.