Privacy Policy

Baddboy News content license Terms are entered into by and between you and Baddboy News, and cover any images, artwork, audio, video, human sounds, natural sounds or other similar recorded content (“Raw footage”) You provide or have provided in the past to Baddboy News or any predecessor in interest to Baddboy News, respectively.

RECITALS

(A) You wish to syndicate certain Raw digital content and offer them for publication or display in or one or more electronic and print publications, news and commercial entertainment content services, Internet websites, television networks, radio programs and other platforms (collectively, “our network media clients”).

(B) Baddboy News, among other services, serves as a syndicator distributing newsworthy content to Media clients and cable tv networks and newspapers around the globe for profit.

(C) You and Baddboy News each desire that we distribute the content commercially to our media clients and media network professionals for issuance and/or reproduction via print, broadcast, or other mechanical or electronic means (“Publication”) subject to all applicable Terms herein By BADDBOY NEWS 

AGREEMENT

In consideration of the foregoing recitals and the mutual covenants, promises and agreements set forth herein, the Parties agree as follows -

Distribution Rights

License You grant Baddboy News the right to license, distribute and place the content for Publication in newspapers, television news networks and Media clients for all territories that You specify.  Unless otherwise agreed to by You and Baddboy News, the rights granted to Baddboy News hereunder are exclusive with respect to all raw content submitted by You. 

You represent and warrant that 

1. You are the sole owner of the footage You submit or that You have all rights and permissions needed to license it to Baddboy News and that 

2. Your performance hereunder will not violate any agreement or obligation between You and any third-party.  You further represent and warrant that the content is original and does not infringe on, violate or misappropriate the statutory copyright or common law rights of privacy, publicity, or moral rights of any third-party or violate any other applicable law, rule or regulation.  You further agree that BADDBOY NEWS shall have the right to freely assign the rights as they desire under these Terms.

Placement of gathered content Baddboy News shall have sole control and discretion over which content are offered for Publication, the timing of any offers, the price charged and the Media mainstream Outlets to be solicited to.

Splitting Sets - Confidentiality  

After Baddboy News is granted an exclusive license by You, You agree that for so long as Baddboy News retains the exclusive rights in and to the content you rendered to their control, You shall not supply such content or Similars of such video content or other clips, images, sound bites of the same submitted footage to any other Media Outlet or entity as gift, tip or profit.  As used in this Agreement, “Similar” means a photographic image (or a series of photographic images resulting from a photographic recorded session or camera roll ), footage, representation or likeness in analog or digital format, whose principal elements are depicted in a way that, when compared side-by-side to content, would cause a reasonable person to believe they are substantially the same or in the case of a photographic session or from the same sequence, would reasonably be considered as a part of the session due to the client commissioning the assignment or due to similarity in subject matter or depicted person(s) involved.

 You further agree not to disclose or otherwise reveal the contents or subject matter depicted in the Media for which Baddboy News is granted an exclusive license or any part thereof to any other Media Outlet without express, written consent from Baddboy News.  You represent and warrant that You have not already disclosed and/or revealed such contents or subject matter depicted in Media for which Baddboy News is fully granted an exclusive license to any other Media Outlet prior to submitting them to Baddboy News.

Promoting and Sampling content.

BADDBOY News may market and promote the Media in a variety of ways, to the sole discretion of Baddboy News, including, without limitation, web domains, site print, also other media, as well as online image galleries, electronic mail, active press releases, any trade shows, public or membership conventions or large public gatherings, and other types of advertising directly or through third-parties including without limitation, social media networking. 

You grant Baddboy News and its licensees the right to use content for the purpose of marketing research, testing and evaluating these proof(s) of concept(s) applications and revenue streams, and no compensation will be due to You for such development, research, marketing success reports and evaluation use of licensed content, including for customer beta trials; provided, however, that royalties shall be paid upon commercial rollout of these applications or revenue streams and provided further that marketing research and development also with extensive marketing evaluation shall not exceed one year in duration.

Rights and Obligations

Baddboy News acknowledges and agrees that the rights granted hereunder, including the right to assign and to sublicense the content to Media Outlets for the purpose of licensing, distributing and placing the content for Publication, does not confer any ownership rights in or to such content Rights Protection Baddboy News shall have no affirmative duty to monitor third parties’ use of Your Content However, wherever commercially feasible, Baddboy News will assist in investigating and assist with reasonable enforcement efforts to help curtail any such unauthorized uses or infringements of said content . 

Any recovery, after payment of all costs and expenses including without limitation attorneys’ fees, court filing fees, and collection costs shall be treated as Revenue and You shall receive the appropriate royalty as has been allocated in Your most recent agreement with Baddboy News

Compensation

Share Allocation for content licensed under the standard model, You will receive whatever agreement (%) of all  or what was agreed upon of Net Revenues derived from any licensing, distribution or placement for Publication of the content wether as fees, royalties or otherwise.  

For purposes of this Agreement, “Net Revenues” represents the total proceeds actually received by Baddboy News from any third party to which content are licensed, distributed or placed for Publication, less any other taxes, subagents’ fees, production costs, and costs of collection.

Baddboy News will provide to You reports of all licensing activity of digital content downloaded by client. 

Payment Baddboy News cannot compensate You unless and until it has actually collected money from the buyer for Your content story. On the 1st of  every month is the billing due date for all media clients we sell to.  If no Net Revenues are received by Baddboy News in any particular month, no payment will be made till we are paid.

Withholding Payments Notwithstanding the (above), Baddboy News will not remit any royalty payments to You, and may not make Your raw content available for clientele / customer licensing, until you have completed all aspects of the contributor registration process, including any tax registrations including but not limited to a IRS ITN number or other individual taxation ID account number thereof.  

Independent Contractor 

You agree to update your tax registration and other registration information whenever there is a change in circumstances that could impact the taxation record or delivery of Your royalty payments or upon Baddboy News’s request.  

Baddboy News may place a “hold” on Your royalty payments if we find out your tax registrations expire or in the event that Baddboy News becomes aware that the information in your tax registrations is incorrect (i.e. your name is incorrectly spelled, your phone or address is incorrect, your tax ITN number is incorrect, etc.).

Term and Termination

Term  This Agreement commences on the effective date and lasts for an initial term of three (3) years, subject to the Survival Period set forth hereunder.  Upon expiration of the initial term, this Agreement will renew for additional twelve (12) month term unless terminated by either party by written notice upon at least thirty (30) days written notice prior to the anniversary date of the Effective Date.  Except for termination due to Baddboy News’s breach for non-payment, Baddboy News may continue to exercise the license rights granted herein for all content for the three (3) year period after termination or expiration (“Survival Period”), subject to all other relevant terms and conditions of this Agreement.  Notwithstanding anything to the contrary, all content submitted to Baddboy News all upon an exclusive basis will remain exclusive during the full Survival Period.

Termination for Breach: Following a breach of this Agreement during its term, the non-breaching party may terminate this Agreement upon sixty (60) days written notice if the breaching party fails to cure the breach within such sixty (60) day period (except in the case of a bona-fide dispute regarding amounts due).

Result of Termination Baddboy News will, within an appropriate amount of time, notify subagents of the termination of Your relationship with Baddboy News.  However you acknowledge that Baddboy News cannot prevent the licensing activity of subagents.  Baddboy News shall compensate You in the manner described in (Section number 3.) above if and to the extent that Baddboy News is paid for any subsequent licensing.

Limitation of Liability NOTWITHSTANDING ANYTHING IN BADDBOY NEWS’ TERMS & CONDITIONS, YOU AGREE THAT BADDBOY NEWS IS NOT LIABLE FOR ANY LOSS OR DAMAGE TO MEDIA SUBMITTED TO BADDBOY NEWS; INCLUDING THE MEDIUM OR DEVICE ON WHICH THE RAW CONTENT IS SUBMITTED OR STORED (“PHYSICAL MEDIA”) AND YOU ARE REQUIRED TO PROVIDE OR MAINTAIN YOUR OWN BACKUP FILES FOR ANY MEDIA SUBMITTED TO BADDBOYNEWS BADDBOY NEWS.

** UNDER NO CIRCUMSTANCES SHALL BADDBOY NEWS’ LIABILITY (WHETHER IN NEGLIGENCE, TORT, CONTRACT, DISAGREEMENT, NATURAL CIRCUMSTANCES, I.E. MOTHER NATURE OCCURRENCE OR OTHERWISE) FOR LOSS OR  DAMAGES TO ANY CONTENT INCLUDING WITHOUT LIMITATION: ANALOG  CONTENT AND/OR DIGITAL) OR PHYSICAL RAW FOOTAGE / DIGITAL CONTENT PROVIDED TO BADDBOY NEWS BY YOU EXCEED $100 PER ITEM OF CONTENT OR THE AGGREGATE OF $10,000; REGARDLESS OF THE NUMBER OF CLAIMS.

IF THESE AMOUNTS ARE NOT ADEQUATE TO COVER THE VALUE OF YOUR CONTENT OR PHYSICAL Content, YOU SHALL BEAR SOLE RESPONSIBILITY FOR OBTAINING AND MAINTAINING ADEQUATE INSURANCE FOR PROTECTION OF THE MEDIA OR PHYSICAL CONTENT PROVIDED TO BADDBOY NEWS. NO ACTION, REGARDLESS OF FORM, MAY BE BROUGHT BY YOU MORE THAN ONE (1) YEAR AFTER THE DATE OF THE ALLEGED LOSS OR DAMAGE. FOR ANY CLAIM UNDER THIS AGREEMENT (INCLUDING BUT WITHOUT LIMITATION; 

BADDBOY NEWS’ GLOBAL TERMS), AND INCLUDING WITHOUT LIMITATION ANY CLAIM SUBJECT TO AN INDEMNIFICATION OBLIGATION, BADDBOY NEWS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES, AND BADDBOY NEWS’ LIABILITY (WHETHER IN TORT, NEGLIGENCE, CONTRACT, DISAGREEMENT OR OTHERWISE) FOR ANY SUCH CLAIM SHALL NOT EXCEED $10,000, EVEN IF BADDBOY NEWS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE THAT BADDBOY NEWS WILL NOT BE RESPONSIBLE FOR MISUSE OF MEDIA BY ITS LICENSEES OR THEIR END-USERS.

Arbitration  

All disputes which arise under this Agreement or in connection with the Network and which are not resolved within thirty (30) days following the delivery by one party to the other of a written notice describing the dispute shall be resolved by binding arbitration under the rules of the American Arbitration Association before a single arbitrator in Los Angeles, California.  The decision of the arbitrator shall be final and binding on the parties, and judgment thereon shall be entered in a court of competent jurisdiction.  YOU ACKNOWLEDGE AND AGREE THAT BY CONSENTING TO THIS AGREEMENT, YOU ARE CONSENTING TO BINDING ARBITRATION OF ALL DISPUTES HEREUNDER, AND THAT IN ARBITRATION, YOU SHALL NOT HAVE A RIGHT TO A JURY TRIAL OR TO JOIN IN A CLASS ACTION, SHALL HAVE LIMITED DISCOVERY RIGHTS, AND SHALL HAVE VERY LIMITED RIGHTS OF APPEAL FROM THE DECISION OF THE ARBITRATOR.

Miscellaneous

Independent Contractor You operate an independent business apart from BADDBOY News.  Nothing in this Agreement creates a partnership, employer to employee relationship, or a joint venture between You and BaddboyNews.  You are solely responsible for obtaining and maintaining all applicable business licenses and insurance, and for timely payment of all income, payroll, and employment related taxes, including without limitation all unemployment, income tax withholding, workers compensation with social security, and any other taxes or public charges of any nature whatsoever.

Assignment  Your obligations hereunder are personal and may not be assigned without BADDBOY NEWS’ prior written consent, not unreasonably withheld if assigned to a bona-fide legal entity organized and acting solely on Your or Your heirs’ behalf.  BADDBOY NEWS may assign its rights and obligations under this Agreement to any BADDBOY NEWS affiliate or to any surviving party as part of a corporate reorganization, consolidation, merger, or sale without your consent and without any notice to you.  This Agreement shall be binding upon and shall inure to the benefit of the parties’ heirs, executors, administrators, successors, and permitted assigns.

Agreement; Modifications; Noted Here This Agreement, all attachments and other documents that are incorporated herein by reference, incorporates the entire understanding of the parties concerning the subject matter contained herein as it is written wholly and entirely.  Any and all prior agreements, written or oral, between the parties concerning the subject matter contained herein are hereby terminated, superseded, and are of no further force or effect.  This Agreement will not be modified except by written agreement signed by both parties.  

All notices and other communications which are required in this Agreement shall be in writing, via U.S.P.S. registered mail service with return signature confirmation via USPS to the addresses set forth below, or to such other address as either party shall have specified by notice in writing to the other party.  Notices shall be deemed given ten (10) business days after the date of mailing 

Our Mailing address:

14900 Magnolia Blvd Unit #57081 

Sherman Oaks, California 91413

Business address: 

BADDBOY NEWS

16000 Strathern St

Van Nuys, CA 91406