Definitions

Affiliates” of a party to this Agreement means, any other person that directly or indirectly controls, is controlled by, or is under common control with such party. For purposes of this definition, a party “controls” another person if the party possesses, directly or indirectly, the power to direct the management and policies of that other person, whether through ownership of voting securities, by contract or otherwise and “controlled by” and “under common control with” have similar meanings.

BBTV” means BroadbandTV Corp.

BBTV Ads” means advertisements, including pre-roll and banner ads but excluding advertising in the way of sponsorship, or brand integration including without limitation, product placements, provided or obtained by BBTV, its Affiliates, Google Inc. or any Affiliate of Google Inc., and placed on or in relation to Provider Content.

Business Contacts” means any of BBTV’s or its Affiliates’:

  1. suppliers;
  2. vendors;
  3. content providers / partners;
  4. Network Partners / providers;
  5. employees or consultants, including recruiters, channel managers, community managers, creative managers and operation managers; or
  6. any other person or business otherwise having a business relationship with BBTV or any of its Affiliates.

Claim” or “Claimed” means to enforce, through technology and processes provided or specified by BBTV in its sole discretion, Provider copyrights to User Video on YouTube and such other portions of the Network, if any, as BBTV determines in its sole discretion.

Claimed Video” means all or portions of User Videos Claimed by BBTV or its Affiliates.

CMS” means BBTV’s content management system with Google Inc. or any of its Affiliates, including YouTube.

CPM” (if this term is used in your agreement) means the cost of displaying a BBTV Ad on or in relation to a Title expressed as the cost per one thousand (1,000) impressions of the BBTV Ad.

End User” means the person(s) accessing the Provider Content via the Network.

Network” means all online, wireless, digital cable or broadcast outlets where users are able to view video content.

Network Partner” means an organization, such as Google Inc. or YouTube LLC, which operates all or part of the Network and which has a business relationship with BBTV.

Partner” or “partner” includes partners in the legal sense and any other party having a business relationship with BBTV or any of its Affiliates.

Playback Pages” is a page or pages on the Network where End Users will be able to playback the selected Provider Content and to view more detailed information relating to the Provider Content. Playback Pages for Titles, Claimed Videos and Provider Channels may be revised or modified by BBTV and/or its Network Partners in their sole discretion.

Promotional Material” means all promotional material used by BBTV to promote its products and services, including without limitation, Provider Videos, Claimed Videos, any production artwork, movie stills, trailers and the names, likenesses and biographical material of “Talent” featured in any Provider Video or Claimed Video, the Provider’s brand name and trademarked logos and images, any video which BBTV has or has had created for itself promoting BBTV, TGN, VISO or other products or services of BBTV, BBTV’s brand names, logos and images, and any other promotional materials of
any kind or medium of BBTV, in connection with the exploitation and promotion of Provider, Provider Content, Claimed Videos, BBTV or its products and services. As used herein, “Talent” shall mean actors, directors, producers, writers, musical performing artists and other performers, songwriters, crew and other persons, below the line and above the line, who performed or participated in the making of any video.

Provider Channels” means those channels on the Network, including without limitation the YouTube website, that belong to Provider and are branded or associated with Provider or any trade-mark, brand, service mark or logo of Provider and that was created by Provider.

Provider Content” means all Provider Videos, and Provider Channels, whether created by or for Provider, including but not limited to graphics, music, sounds, images, files, photos, animation, artwork, text, data, information, messages, hypertext, links, scripts, or other materials, and all metadata related to any of the foregoing.

Provider Video” means all audio, video, and/or audiovisual content, which Provider owns or licenses or to which Provider otherwise claims rights, other than User Video , from time to time during the Term of this Agreement.

Territory” means worldwide.

TGN” means the gaming community on the internet known as the “TGN Game Community” and includes the TGN brand operated by BBTV.

TGN Channels” means those channels on the Network, including without limitation the YouTube website, that are branded or associated with TGN or any trade-mark, brand, service mark or logo (including without limitation the VISO trademark) of BBTV or any of its Affiliates and that is created or managed by BBTV or any of its Affiliates.

Titles” means all Provider Video under BBTV’s CMS and appearing on Provider Channels or TGN Channels, or both, from time to time during the Term of this Agreement. For avoidance of doubt, “Titles” does not include Claimed Video.

User Videos” means all or parts of Provider Videos which are posted on the Network from time to time by users of the Network, other than Provider or BBTV. The types of User Videos that may be Claimed by BBTV or its Affiliates pursuant to this Agreement are:

  1. Provider Video
  2. Provider Video combined with user generated content
  3. Provider Video combined with third party content
  4. The video portion of Provider Video
  5. The video portion of Provider Video combined with user generated content
  6. The video portion of Provider Video combined with third party content
  7. The audio portion of Provider Video
  8. The audio portion of Provider Video combined with user generated content
  9. The audio portion of Provider Video combined with third party content
  10. The composition portion of Provider Video, if any
  11. The composition portion of Provider Video combined with user generated content
  12. The composition portion of Provider Video combined with third party content

or any combination of any of the above or any other types of User Videos that the parties may mutually agree upon.