Media Hosting Agreement

MEDIA HOSTING AGREEMENT

This Media Hosting Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: (hereinafter "Client") and Host Name: (hereinafter "Host"). Client and Host may be referred to collectively as the "Parties."

WHEREAS

WHEREAS, Client produces, owns or controls certain audio, video, imagery and other media content described herein and desires to retain Host to provide hosting, storage and delivery services for such content;

WHEREAS, Host operates a media hosting platform and has the technical capacity and expertise to store, serve and distribute Client content in accordance with industry standards and the terms set forth below;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. SCOPE OF WORK

Host shall provide the Services described above, which shall include, at minimum, secure storage of media assets, content delivery via appropriate network distribution, access control management, and routine backups. Specific technical requirements are:

2. PAYMENT TERMS

As consideration for the Services, Client shall pay Host the amounts and in accordance with the schedule set forth below. All payments are non-refundable except as expressly provided in this Agreement.

Client is responsible for all taxes (excluding taxes based on Host's net income). Host may suspend Services for nonpayment after providing written notice in accordance with the Notice provision below and an additional cure period of seven (7) days.

3. TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Termination for Convenience: Either Party may terminate this Agreement for any reason upon providing written notice no fewer than days prior to the intended termination date.

Termination for Cause: Either Party may terminate for material breach if the breaching Party fails to cure the breach within days after receipt of written notice specifying the breach. Termination shall not relieve either Party from obligations accrued prior to termination.

4. CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one Party to the other in any form that is designated confidential or that reasonably should be understood to be confidential, including trade secrets, client lists, pricing, and non-public media assets.

Obligations: The Recipient shall not use Confidential Information other than to perform its obligations under this Agreement and shall protect such information with at least the same degree of care as it uses for its own confidential information, but in no event less than a reasonable standard of care. Recipient shall limit access to Confidential Information to employees, contractors, and agents who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

Exceptions: Confidential Information does not include information that is (a) publicly available at the time of disclosure through no fault of the Recipient, (b) rightfully received from a third party without restriction, (c) independently developed by Recipient without use of the Discloser's Confidential Information, or (d) required to be disclosed by applicable law or valid subpoena, provided Recipient gives prompt notice to the Discloser to allow a protective order or other remedy.

Survival: Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

5. DATA SECURITY AND PRIVACY

Host shall implement and maintain reasonable administrative, physical and technical safeguards appropriate to the nature of the media assets, including encryption in transit, access controls, and routine backups. Host will promptly notify Client of any unauthorized access materially affecting Client data and will cooperate in remediation. Host's obligations under this section are subject to Client's compliance with security recommendations and cooperation.

6. WARRANTIES; LIMITATION OF LIABILITY

Each Party represents that it has the authority to enter into this Agreement. EXCEPT AS EXPRESSLY PROVIDED HEREIN, HOST PROVIDES THE SERVICES "AS IS" AND DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Client represents and warrants that it owns or has the necessary rights to host the media content and that hosting such content will not infringe third-party rights.

LIMITATION OF LIABILITY: IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES. EXCEPT FOR LIABILITY ARISING FROM BREACH OF CONFIDENTIALITY OR WILLFUL MISCONDUCT, THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO HOST UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

7. INDEMNIFICATION

Client shall indemnify and hold Host harmless from and against any third-party claims, liabilities, damages and costs (including reasonable attorneys' fees) arising out of Client's breach of its representations regarding ownership or rights to the hosted content or Client's violation of applicable law. Host shall indemnify Client for third-party claims arising from Host's gross negligence or willful misconduct in providing the Services.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located within that state for any dispute arising out of this Agreement.

9. NOTICES

All notices required or permitted hereunder shall be in writing and sent to the addresses below (or to such other address as either Party may designate by notice). Notice is effective upon receipt.

10. ASSIGNMENT

Neither Party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that Host may assign to an affiliate or in connection with a sale of substantially all of its assets provided that the assignee assumes Host's obligations hereunder.

11. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, understandings and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS

Relationship of the Parties: The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, or agency relationship. Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Facsimile or electronic signatures shall be binding.

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