This Agreement is made between Anthony Valentine Productions, a New Jersey LLC, DBA AVP.Live with is principal place of business at 3600 Rt. 66 Suite 150, Neptune, New Jersey USA. ("Producer") and the below signed party "Client". Producer hereby agrees to produce and deliver to Client the production of the invoiced referenced project(s) (“Specified Media(s)”), subject to and in accordance with all terms, conditions, and specifications set forth herein. Producer responsibilities for furnishing media are detailed in attached Addendum A Production Specifications Form.
(a) Delivery. Unless otherwise agreed by the parties in writing, or Programs captured by Distributor, the Provider shall deliver the Programs to Distributor by means of electronic file transfer, multimedia RSS feed, or other technical delivery method as set forth in Schedule A following initial publication on the digital media properties of Provider.
(b) Programs. Provider shall be responsible for any and all license fees and royalties payable to third parties in connection with the Programs made available to Distributors.
(c) Distribution Terms.
Distributor shall distribute the Programs in their entirety as delivered by Provider without material degradation and shall not cut or alter in any way any of the Programs. For the avoidance of doubt, Distributor shall distribute all advertisements, credits, notices, and other material contained in the Programs as delivered by Provider in their entirety and without modification or material degradation.
(ii) Without the prior written approval of Provider, Distributor shall not (A) superimpose any ticker, "bug," or other advertisement, overlay, or framing feature over or around the Programs, or (B) display, enable or otherwise make available any interactive features in or around any Program.
(iii) Distributor shall ensure that each Program is available on the Authorized Distribution Platform no later than forty eight (48) hours after delivery of such Program by Provider.
(iv) Distributor shall not authorize or permit the distribution of Programs on any platform other than the Authorized Distribution Platform, without the prior written consent of the Provider.
(v) All distribution of Programs hereunder shall be on a streaming or on demand basis only. Distributor shall not permit any end user to download (whether on a temporary rental basis or a permanent basis) the Programs or otherwise facilitate the procurement of a permanent copy of the Programs.
(d) Authorized Distribution Platform. The distributor shall use the Authorized Distribution Platform to distribute the Programs in the Territory. Provider acknowledges and agrees that Distributor shall have sole control over the look and feel, branding, functionality, and commercial elements of the Authorized Distribution Platform and that Distributor may enhance, modify, and update the Authorized Distribution Platform at its sole discretion.
(e) Attribution; Links. The Authorized Distribution Platform through which the Programs are made available shall contain a clear and prominent attribution to Provider, using such Provider Licensed Marks as Provider shall approve in writing.
(f) Security. The distributor shall use commercially reasonable efforts to ensure that its servers and the Authorized Distribution Platform have security features that are necessary to prevent unlicensed copying, downloading or distribution of the Programs by third parties and end users. Such security features shall be no less stringent than those provided by Distributor for other prime content distributed through the Authorized Distribution Platform. Distributor shall promptly notify Provider of any such unauthorized activity and cooperate reasonably with the Provider to stop such activity.
Live production
● HD Multi-Camera, Production
○ Multi-Camera Setup
○ Live-stream Producer to monitor live feed
○ Audio technician monitoring live feed audio & stream quality
● Clean Audio Feed to and from the venue
○ Live feed from ring announcer and DJ
○ Feed sent to in house audio/video team for visuals, sponsor logos, upcoming fights and advertisements
● In-house live feed & graphics
● Venue coordination
○ Testing lighting, sound, in-house visuals, acquiring reliable internet, testing connections.
● Multiple backup systems and networks in place for redundancy
● Ticketing for livestream (if applicable)
○ Integration of our ticketing system into your website for sales of tickets and also viewing of the livestream broadcast.
○ We will design, create and update the website to match each event
○ Direct contact with customers who need assistance
○ Maintaining and reporting all metrics from each event
○ Hosting and archiving all replays of previous events
●Ticketing for in-person (if applicable)
○ This will also be integrated into your website, or a standalone website for customers to purchase tickets to the event
○ Training of staff to operate POS ticket systems, credit card processing & merchandise sales.
○ Devices will be provided to process transactions and tickets at the venue along with somebody on call at all events.
○ Includes unlimited Promo codes and updates for each event Detailed report of the promo codes given day of the event or sooner
○ Any Service, Processing and/or Ticket fees will be passed on to the customer.
○ Client will receive full face value per ticket. (Example: if ticket is face value of $40 dollars, Client will receive $40)
○ Customer service management via email and phone for any issues with purchasing.
1. INDEMNIFICATION
Client agrees to indemnify, defend, and hold harmless Producer and its officers, employees, agents and licensees from and against any and all claims, actions, damages, liabilities and expenses, arising out of the breach of any obligation, warranty or representation in this Agreement. Client shall indemnify the Producer against all claims and expenses arising from uses for which the client does not have rights to or authority to use. The client will be responsible for payment of any special licensing or royalty fees resulting from the unauthorized use of graphics, music, video, film, photography, design, animation, and branded content. Client will indemnify, defend and hold harmless Producer and Director for any and all claims, demands, actions including defense costs and attorney’s fees for claims arising from the media(s) and the failure of the Agency/Client insurance program to be as broad as the Producer’s coverage.
2. TAX LIABILITY
Any sales tax, use tax, or other tax payable on production and delivery of Specified Media(s) to Client(s) (other than sales tax arising from Producer’s purchases of materials or supplies in connection with the production) shall be the responsibility of Client who shall pay, defend and hold harmless Producer from payment of any such taxes.
3. CLIENT WARRANTIES
Client is solely responsible for consents, waivers or releases from all talent, persons or entities who have rendered services to/from the client in connection with the Specified Projects mentioned above that Producer will use reasonable efforts to obtain all licenses, consents and rights necessary and incident to the performance, reproduction and exhibition of the Specified Media(s) with respect to materials, elements and services provided by Producer.
4. INDEPENDENT CONTRACTOR
It is understood that Producer’s status under this Agreement is that of an independent contractor and that all persons engaged by Producer in performing its obligations shall not be deemed employees of Client.
5.PUBLICITY GUIDELINES
Until notified in writing by Client, Production Company and Director each have an irrevocable license to use finished media(s) for promotional purposes.
6.CANCELLATION AND POSTPONEMENT
A cancellation or postponement is defined as a rescheduling of the production to a later specific date caused or directed by Client or a total cancellation of the project.
7.ENTIRE AGREEMENT AND MODIFICATION
This Agreement and any Addenda attached hereto shall constitute the entire agreement between Producer and Client. Any amendment hereto must be in writing and signed by each party.
8.TERMS OF SERVICE
All preparation materials, visuals and sketches, including all electronic files used to create the project remain the property of the Producer.
9.EXCLUSIVE RIGHTS AND NO OTHER BROADCASTS
A) Broadcast: As your exclusive broadcast partner, we affirm that no other companies will be broadcasting your MMA event. This ensures that our partnership is exclusive and that we will be the sole provider of live coverage to your global audience.
B)Ownership: You will have full ownership of all video content produced during the event. This includes raw footage, edited videos, and any other related materials.
C) Usage Rights: You are free to use the videos for any purpose you desire, whether it's for personal memories, promotional materials, social media, or any other application you see fit.
D)Ticketing: As your exclusive ticketing partner, we affirm that no other entities will be selling tickets to your event. This ensures that our partnership is exclusive and that we will be the sole provider of ticket sales to your audience.