This agreement ("Agreement") sets forth the mutually agreed upon terms and conditions by and between BINGE Networks, LLC, a Florida Corporation ("BINGE Networks") and _________________ (“Content Partner”), governing Content Partner use of BINGE Networks global distribution service, including website, software, and streaming applications (collectively, the "Service")

1. Contract Formation

   By using the Service, Content Partner agrees to be bound by the terms of this Agreement and its incorporated terms. If Content Partner represents an entity, Content Partner confirms authority to accept this Agreement on entity's behalf. BINGE Networks reserves the right to modify this Agreement, or any other policies or guidelines, pending written agreement from Content Partner.

   
   

2. Service

   BINGE Networks is a global streaming service that provides a curated collection of video and audio content within an online environment, syndicated globally on OTT and CTV Devices, with the goal to place content on as many networks as possible.

   
   

3. User Content

   BINGE Networks and its affiliates hold a non-exclusive, royalty-free, and sublicensable right to reproduce, publish, and distribute User Content in any media in connection with the Service. Content Partner retains ownership of such content under copyright and other intellectual property laws and may terminate BINGE Networks’ license by removing the content from the BINGE Networks platform.

   
   

   Content Partner agrees not to post, upload, distribute, store, or publish on the BINGE Networks platform, any of the following content:

   
   

   ● unlawful, libelous, defamatory, obscene, pornographic, threatening, invasive of privacy or publicity rights, fraudulent, or otherwise objectionable, as determined in BINGE Networks’ reasonable discretion

   ● that constitutes, encourages, or provides instructions for a criminal offense, violates the rights of any party, or would otherwise create liability

   ● that infringes any patent, trademark, trade secret, copyright, or intellectual or proprietary right of any party

   ● that impersonates any person or entity or otherwise misrepresents affiliation with a person or entity

   ● private information of any third party including, but not limited to, address, phone number, email address, Social Security number, account number, or similar information

   ● viruses, corrupt data, or other harmful, disruptive, or destructive files}

   
   

   Although BINGE Networks has no obligation to screen, edit, or monitor content posted to the platform, BINGE Networks reserves the right to remove any content that violates these guidelines.
   
   

4. Hyperlinks and Third-Party Content

   BINGE Networks provides third-party content on the Service, including links to external websites. BINGE Networks makes no representation, and accepts no responsibility for, the quality, content, or reliability of such information, or any third-party sites or services accessible via hyperlink from the Service. When the user leaves the Service, the terms and policies of BINGE Networks no longer govern. Users who access third-party content or links do so at their own risk.

   
   

5. Trademarks

   BINGE Networks’ name, logo, and other service-related elements are trademarks of BINGE Networks or its affiliates, suppliers, or licensors, and may not be copied or used without the written permission of BINGE Networks or the applicable trademark holder.

   
   

6. Indemnification

   Each party shall defend, indemnify, and hold harmless the other party and its directors, officers, employees, and agents, from and against all actual or threatened suits, proceedings, claims, judgments, and expenses, including, but not limited to, reasonable attorney fees and costs.

   
   

7. Limitation of Liability

   BINGE Networks is not liable for loss of revenue or profits, or any indirect damages, arising out of or in connection with the Service.

   
   

   BINGE Networks total cumulative liability to Content Partner or any third party shall not exceed the aggregate of the net amounts paid by Content Partner to BINGE Networks

   
   

   BINGE Networks is not responsible for any information that Content Partner disseminates regarding reach, views, distribution, or guarantees, not included in BINGE Networks current Media Kit. Distribution is subject to network approval, and distribution partners can change at any time.

   
   

8. Copyright Policy

   Unless otherwise indicated, the Service and all content, including but not limited to, films, trailers, audio, text, images, data, software, logos of BINGE Networks and its partners, and the selection and arrangement thereof (collectively, "Materials") are the proprietary property of BINGE Networks, its Content Partners, or licensors, and are protected by U.S. and international copyright laws, for the sole purpose of distribution. BINGE Networks does not require exclusivity and upon canceling this partnership agreement, Content Partner continues to retain all rights to its content.

   
   

9. Copyright Complaints

   If Content Partner believes that any material or activity on the Service infringes upon any copyright they own or control, Content Partner may file a complaint with pr@bingenetworks.tv

   
   

   If one knowingly misrepresents an infringement complaint, that party will be liable for all damages, costs and attorneys' fees incurred by BINGE Networks or the alleged infringer, as the result of relying upon such misrepresentation in removing or disabling access to the material or activity.

   
   

10. Privacy Policy

    Please refer to our Privacy Policy available at trybinge.tv/pages/privacy-policy

    
    

11. Applicable Law and Venue

    This Agreement shall be governed and construed by the laws of the State of Florida without resort to its conflict of law provisions. Content Partner agrees that any dispute, controversy, or claim related to this Agreement will be filed in the state or federal courts located in St. Petersburg, Florida.

    
    

12. Termination

    Should Content Partner wish to terminate this partnership agreement, BINGE Networks requires a 30-day written notice. No refunds will be issued for any unused time on the platform.

    
    

13. Reporting

    BINGE Networks will provide quarterly reporting to Content Partner. BINGE Networks will remit 50% of net proceeds to Content Partner on all revenue earned (A-VOD, S-VOD or T-VOD) from the various streaming platforms on a quarterly basis. Net proceeds are defined as the total amount received to BINGE Networks from the various streaming platforms.

    
    

14. Payment Plan

    One-time, upfront launch fee covers the first twelve months of distribution and services. Beginning in Year 2 (month 13), $197 monthly management fee applies. If the monthly retainer fee is not received within 72-hours of due date, the contract will be terminated with no refund available. Further, all clients must enroll in autobill to ensure monthly payments are charged on due date. Content Partners will be required to pay launch fee if they wish to reinstate the partnership with BINGE Networks.

    
    

15. BINGE Distribution

    With BINGE you can get a potential reach of 1.4B subscribers on Top 7 Streaming Platforms with a channel on our network: Apple TV, iOS, Roku, Fire TV, Google Play, LG and Samsung. Additionally, with the Licensing and Distribution packages, we will pitch your show to Tier 1 Licensing Partners listed here: https://trybinge.tv/pages/representation. BINGE Networks makes best efforts to get all content placed on all networks, but placement is subject to network approval.