This MANAGED WHITE-LABEL APPLICATION AGREEMENT (the “Agreement”) is between you, the client or customer (“Client” or “You”), as stated or identified in the first accepted or executed Order Form referring to this Agreement.
In instances where you have not accepted, signed, executed, or otherwise agreed to an Order Form with FanHero that delineates the terms and pricing governing your relationship with FanHero, your act of accessing and using the FanHero Web Portal and the FanHero Platform will be deemed as your consent and acceptance to be bound by the terms and conditions set forth in the Default Order Form available at https://www.fanhero.com/legal.
The counterpart to this Agreement is the FanHero entity or any FanHero Affiliate that owns the FanHero Platform you are accessing, using, or licensing, herein referred to collectively as the "Company", "We", or "Us".
If you are agreeing to this Agreement not as an individual but on behalf of your company, government, or other entity for which you are acting (for example, as an employee or governmental official), then “you” means your entity and you are binding your entity to this Agreement. Company may modify this Agreement from time to time, subject to the terms in Section 19 (Changes to this Agreement) below. Each party may be individually referred to as a “Party” or collectively referred to as the “Parties”. The “Effective Date” of this Agreement is the date defined as the Effective Date in the first Order Form between the Company and the Client associated with this Agreement.
WHEREAS, Company is in the business of licensing the FanHero Platform;
WHEREAS, Client desires to license and utilize the FanHero Platform for the purposes of distributing content to its audience;
WHEREAS, Client desires to enter into an agreement with Company for the purpose of enabling the distribution, streaming, and monetization of Client Content;
NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties covenant and agree as follows:
1. DEFINED TERMS. The following capitalized terms as used in this Agreement shall have the meaning set forth below. Other terms defined throughout this Agreement shall have the meanings respectively ascribed to them.
"Application Licensing Fee” means the monthly fee charged, in advance, by Company to Client in reference to (a) Web Application, (b) Apple Mobile Application, and (c) Android Mobile Application in accordance with the Order Form.
“Additional Services” means any work provided by Company to, or on behalf of, Client that is beyond the scope of this Agreement. Additional Services may include, but are not limited to, custom programming work, consulting, and related services to be provided at the request of Client as agreed upon between the Parties.
“Affiliate” means any entity which (i) controls, (ii) is controlled by, or (iii) is under common control with another entity. An entity shall be deemed to control another entity if it has the power to direct or cause the direction of the management or policies of such company, whether through the ownership of voting securities, by contract, or otherwise.
“Audience” means the global addressable market in terms of reachable people that are potential consumers of Client Content. “Audience” may include users from an existing user base, members, general users, social media followers, fans, and any other generic audience from nature. “Audience” may also include people, leads, prospects, and customers generated in connection to Company’s marketing efforts.
“Client” includes the individual, agent or entity executing the Order Form (and the CTAC incorporated herein by reference) on behalf of Client or authorized by Client, as appropriate, to engage in the transactions contemplated herein on Client’s behalf, including accessing the FanHero Platform and posting, editing or deleting any Client Content.
“Client Content” means the content (digital or otherwise) including, but not limited to, games, videos, images, photos, text, audio, live matches, news coverage, second screen, raw footage, generic Client Content, or any other media content acquired, developed, accrued, owned, rented, leased or produced for which Client is the authorized legal representative, owner, or rights holder with full rights to license, sub-license, trade, and otherwise distribute, stream, and monetize, and for which Client desires to enter into this Agreement with Company for the purposes of disseminating, distributing, streaming, or monetizing through the Distribution Channels.
“Cloud Server(s)” means one or multiple computer or software servers or services, including physical, virtual, clustered, dedicated, shared, in software or other format, or any other form of server or server infrastructure including, but not limited to, web, API, cloud, application, database, routing, gateway, service, orchestration, video, streaming, analytics, business intelligence, machine learning, versioning, testing, SaaS, PaaS, BaaS, continuous integration, or any other related server or server technology comprising the cloud infrastructure utilized for the purpose of running the White-Label Application and the FanHero Platform.
“Cloud Server Fee” means the monthly fee charged by Company to Client related to or arising from any Cloud Servers.
“Cloud Storage” or “Data Storage” means the total amount of cloud storage, calculated in terms of gigabytes (GB), utilized or reserved to operate or store data, files, Client Content or digital storage utilized in connection with the White-Label Application.