The following terms and conditions shall govern the Rokufy Services as set forth in any insertion orders or service agreements (“IO”) executed by and between Rokufy. ("Rokufy") and Roku channel owner (the “Channel / Content owner”).
Whereas, Rokufy, using its proprietary technology, enables Roku channel owners to convert any existing Roku Channel to an advanced SDK channel available to monetization (“Rokufy Services”).
Roku Channel owner hereby grants Rokufy, with all the representations and warranties indicated thereafter the non-exclusive, worldwide, royalty-free, transferable, sublicensable licence to use that Content (including to reproduce, distribute, modify, display and perform it) for the purpose of distributing, broadcasting and monetizing the Roku channel owner’s content.
Roku channel owner content may include videos, audio (for example music and other sounds), graphics, photos, text (such as comments and scripts), branding (including trade names, trademarks, service marks, or logos), interactive features and other materials (collectively, "Content”). The Content subject of Rokufy Services is the responsibility of the Roku channel owner.
Rokufy will have a non-exclusive distribution and monetization rights for Roku channel owner’s Content. Rokufy shall own and operate the Channels created especially for the Roku channel owner’s Content on the relevant platforms and devices.
Roku channel owner acknowledges that in order for Rokufy to provide such Services, he hereby grants Rokufy the rights to distribute, monetize and package the Content as a standalone branded channel.
Each Party also grants the other Party the right to reproduce and to display the Party’s trademarks and/or logos in the Service or to promote the Service (notably in the channel(s) title(s), etc) and in every advertising or promotion of the Service and/or of the Content (web , TV , etc), provided the use of any trademark or logo shall inure to the benefit of its owner and will be subject to such owner’s prior written approval of use.
Rokufy is constantly changing and improving the Service. Rokufy may also need to alter or discontinue the Service, or any part of it, in order to make performance or security improvements, change functionality and features, make changes to comply with law, or prevent illegal activities on or abuse of our systems. There will be times when Rokufy will need to make such changes without notice, such as where we need to take action to improve the security and operability of our Service, prevent abuse, or meet our legal requirements.
Due to the setup time and distribution efforts required from Rokufy the Initial Term shall be no less than one year from the date of the first commercialization of Content by Rokufy. Following the Initial Term the agreement will automatically renew for additional one year period each, with the option for either party to terminate the agreement post the Initial Term by providing a 90 days advance written notice to the other party.
Rokufy shall pay Roku channel owner a Revshare amounting to 75% (Seventy Five percent) of the Net Income collected from the monetization of the Roku channel owner’s Content. “Net income” should be understood as meaning the amounts excluding tax collected by Rokufy, after direct 3rd party operational costs incurred as a result of the considered distribution and monetization.
Roku channel owner Revshare, shall be paid by Rokufy to Roku channel owner, according to Rokufy Term & Conditions below, within 30 days following the date of the invoice. All payment amounts specified herein are net of any taxes. Without limiting the foregoing, in the event that any applicable law requires Rokufy to withhold amounts from any payments to Roku channel owner hereunder, (i) Rokufy shall effect such withholding, remit such amounts to the appropriate taxing authorities and promptly furnish Roku channel owner with tax receipts evidencing the payments of such amounts.
Each party represents and warrants to the other party that as of the date of this Agreement:
such party has been duly formed and is validly existing under the laws such party is incorporated under;
the execution of this Agreement by such party, and the performance by such party of its obligations and duties hereunder, do not and will not violate any agreement to which such party is a party or by which it is otherwise bound; when executed and delivered by such party, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms; and such Party has obtained, and shall maintain in full force during the Term hereof, such international, national, federal, district, provincial, state and local authorizations as are material and necessary to operate the business it is conducting in connection with its rights and obligations under this Agreement;
such party acknowledges that the other party makes no representations, warranties or agreements related to the subject matter hereof that are not expressly provided for in their Agreement, including any implied warranty of merchantability, non-infringement, or fitness for a particular purpose and implied warranties arising from data accuracy, course of dealing or course of performance.
Roku channel owner further represents and warrants to Rokufy that (a) it has obtained all necessary copyrights, licenses and any other use rights necessary in connection with Rokufy Services relating to the Content ,subject matter of this Agreement (including without limitation, the right to use the names, titles, trademarks, domains , voices, and to perform its obligations hereunder and grant the rights granted pursuant to the Agreement; (b) its Content does not and shall not: (1) include content or materials that are in any way unlawful, harmful, abusive, threatening, defamatory, obscene, harassing, coercive, racially, ethically or otherwise objectionable; (2) facilitate illegal activity, depict sexually explicit images or acts, promote violence, promote discrimination, promote illegal activities; or (3) take all reasonable measures no to incorporate any materials that infringe or assist others to infringe on any copyright, trademark, or other intellectual property rights.
Roku channel owner will indemnify, defend, and hold harmless Rokufy and its subsidiaries, parents, affiliates, directors, officers, employees, and agents from and against all third-party actions arising from: (a) the Content submitted to or through the Services; and (b) allegations of actions or omissions by Roku channel owners that (regardless if proven) would constitute a breach of this Agreement.
Rokufy PROVIDES THE SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS EXPRESSLY SET FORTH HEREIN, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, Rokufy DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. EXCEPT FOR CLAIMS ARISING OUT OF GROSS NEGLIGENCE AND WILLFUL MISCONDUCT, UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM BREACH OF THE AGREEMENT OR ARISING FROM ANY OTHER PROVISION OF THE AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS (COLLECTIVELY, “DISCLAIMED DAMAGES”) AND EXCEPT IN SUCH CASES LIABILITY ARISING UNDER THIS AGREEMENT WILL BE LIMITED TO DIRECT, OBJECTIVELY MEASURABLE DAMAGES, AND, FOR EITHER PARTY, THE MAXIMUM AGGREGATE, CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNT PAID BY Rokufy TO Roku channel owner ; PROVIDED, HOWEVER, THAT THE FOREGOING SHALL NOT BE DEEMED TO NEGATE, LIMIT OR REDUCE EITHER PARTY’S AGGREGATE PAYMENT OBLIGATIONS IN CONNECTION WITH THIS AGREEMENT, AND EACH PARTY WILL REMAIN LIABLE FOR ITS AGGREGATE PAYMENT OBLIGATIONS UNDER THIS AGREEMENT. THE EXISTENCE OF ONE OR MORE CLAIMS OR SUITS SHALL NOT ENLARGE THE LIMIT.
This Agreement shall be governed by and construed in accordance with the laws of Israel. Any dispute liable to arise out of this Agreement shall be finally settled by Israeli jurisdiction.
Rokufy is not affiliated, associated, authorized, endorsed by, or in any way officially connected with Roku, inc.