WurlBits and Licensing Services for Content Companies: Additional Terms and Conditions

Updated: January 31, 2025

These additional terms and conditions for WurlBits and Licensing Services for Content Companies (these “WurlBits and Licensing Terms and Conditions”) apply to Client’s use of the WurlBits and Licensing Services.

1. DEFINITIONS. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them elsewhere in the Agreement. In addition to the other terms defined elsewhere in the Agreement, the following terms (including all forms, variations and conjugations thereof) shall have the following meanings:
   1. “Ad Hoc Channel” means a Channel with same or similar Client content (short and/or long- form) created when a Viewer clicks on a call to action (e.g., “more like this”, “watch show”, “watch series”) or similar feature on Client’s WurlBits Content. For the avoidance of doubt, the same rights and obligations under this Agreement with respect to Client’s WurlBits Content apply to Client’s Ad Hoc Channels.
   2. “Ad Inventory” means the time that is incorporated into, which immediately precedes, immediately follows, or is simultaneously displayed with the Video Programming, and which is used to display Ads.
   3. “Assets” means those video, audio, audiovisual, graphical, text, metadata and/or other files that are delivered to Wurl by or on behalf of Client that are related, ancillary, and/or necessary for Wurl to provide the WurlBits and Licensing Services for the Licensed Content.
   4. “Channel” means Video Programming and associated Assets owned, controlled, distributed, and/or made available to Viewers.
   5. “Ingest Specifications” means the technical specifications as set forth at https://support.wurl.com/hc/en-us/categories/22451783639059-TVBits (which may be updated from time to time by Wurl), and such other specifications as communicated to Client by Wurl and/or Wurl Streamers related to the ingest, playout, and related requirements for Licensed Content.
   6. “Licensed Channel” means: (i) a Channel owned, operated, and/or created by Client; or (ii) a Channel created by Wurl from Licensed Video Programming, and, in either instance, for which Wurl has the right to perform the WurlBits and Licensing Services pursuant to an Order Form(s) or as otherwise agreed to by the Parties in writing.
   7. “Licensed Content” means a Licensed Channel, WurlBits Channels, Licensed Video Programming, WurlBits Content, and/or Assets.
   8. “Licensed Video Programming” means Video Programming for which Wurl has the right to perform the WurlBits and Licensing Services, as set forth in the applicable Order Form(s) or as otherwise agreed to by the Parties in writing.
   9. “Streamer” means a distributor of audiovisual media to Viewers.
   10. “Territory” means those countries and regions where Wurl is authorized by Client to perform the WurlBits and Licensing Services for Licensed Content.
   11. “WurlBits and Licensing Services” means one or more of the following: (i) the licensing, sublicensing, display, exhibition, distribution, monetization, and related services for Licensed Content; (ii) the promotion, marketing, and advertising of the Licensed Content including, without limitation, using Client’s WurlBits Content and/or other materials provided by Client for promotional and marketing purposes; (iii) creation of, insertion into, and/or sale of Ads into the Ad Inventory using any means, media, methods or processes; (iv) the editing, modification, excerpting, and other reformatting of Licensed Video Programming, WurlBits Content, and/or Assets for creation of short or long-form content on WurlBits Channel(s) and Ad Hoc Channels; and (v) creation of a Licensed Channel(s) from Licensed Video Programming and Assets.
   12. “WurlBits Channel(s)” means a Channel that is interactive, personalized, and curated programmatically with Wurl’s machine learning, informed by interactivity from the Viewer, and is composed of short-form content from other Wurl customers, where Viewers can skip or repeat certain short-form content. 
   13. “Wurl Streamer” means a Streamer for which Wurl is enabled to deliver audiovisual content
   14. “WurlBits Streamer(s)” means a Wurl Streamer that distributes, or is enabled to distribute, a WurlBits Channel.
2. GRANT OF RIGHTS. 
   1. Licensing.  Client hereby licenses and grants to Wurl the non-exclusive, royalty-free, sublicensable, right and license, but not the obligation, within the territory designated by Client, to: (a) perform, and as applicable, sublicense the right to third parties to perform, the WurlBits and Licensing Services on such Licensed Channel(s); and (b) use the necessary technology (e.g., encoding, transcription, packeting, manipulating), including all means, media, methods or processes, whether now known or hereafter devised, to deliver the Licensed Channel(s) to Wurl Streamers and Viewers. Wurl shall have all rights to any data collected hereunder.
   2. WurlBits.  
      1. Client grants Wurl the right, but not the obligation, to create short and long-form content from the Video Programming, Assets, and Channels provided hereunder for Wurl to include on WurlBits Channel(s) (“WurlBits Content”) and Ad Hoc Channels, and for Wurl to perform the WurlBits and Licensing Services for such WurlBits Content and Ad Hoc Channels.
      2. Client grants Wurl the exclusive right to sell Ad Inventory on its WurlBits Content and Wurl shall remit to Client the Client WurlBits Channel Revenue Share as set forth in the applicable WurlBits and Licensing Service Order. Where Wurl sells inventory specific to a Client’s individual WurlBits Content (i.e., on a “per bit basis”), Wurl shall pay Client 100% of the Total Client WurlBits Revenue and not allocate the Total Client WurlBits Revenue to other content companies based on total hours of viewing on the applicable WurlBits Channel. Where there is no Ad Inventory on a WurlBits Channel, (e.g., where a WurlBits Channel is distributed on an “ad-free” or “SVOD” Streamer), the Gross WurlBits Ad Revenue shall mean the total revenue received by Wurl from the Wurl Streamer for such WurlBits Channel.
      3. Client grants Wurl the right to include the WurlBits Content in WurlBits Channels that may contain WurlBits Content from other Wurl customers.
      4. Client grants Wurl the right to create “overlays” that allow the Viewer to directly switch to the Client’s Channel, other applications, or include other functionality in the WurlBits Channels as determined by Wurl.
   3. Data.  Wurl shall have the right to process data collected in connection with the WurlBits and Licensing Services in accordance with Wurl’s Advertising and Media Services Privacy Notice (https://www.wurl.com/wurl-advertising-and-media-services-privacy-notice/). Wurl shall own and have all rights to any data collected through its performance of the WurlBits and Licensing Services.
   4. Intellectual Property.  Except for the licenses granted herein, Client retains all right, title, and interest in and to Licensed Content and any derivative works of the Licensed Content. For the avoidance of doubt, Wurl obtains no right in derivative works of the WurlBits Content.
3. CLIENT DEPENDENCIES.
   1. Client shall (via Order Forms or as otherwise agreed to by the Parties in writing) inform Wurl of the Licensed Content it authorizes (and deauthorizes) for the WurlBits and Licensing Services, the authorized applicable Wurl Streamer(s), and Territory, along with any other information requested by Wurl.
   2. At Client’s sole cost and expense, Client shall ensure the Licensed Content provided to Wurl complies with the Ingest Specifications, including but not limited to, Ad Inventory, Ad breaks, refresh requirements, timelines, or other technical specifications as communicated and/or made available by Wurl.
   3. For Licensed Channels that are restreamed (i.e., not originated with Wurl), Client will provide all Licensed Content distributed on such Licensed Channels to Wurl in accordance with the Ingest Specifications and as requested by Wurl for inclusion in WurlBits Channel(s) at least one (1) week prior to when the Licensed Content is first made available to Viewers on the Licensed Channel.
   4. Client shall be solely responsible for any and all fees, costs and expenses incurred by Client in connection with the creation, curation, assembly, license fees, development and/or distribution of the Licensed Content, and compliance with the Ingest Specifications.
   5. Client shall provide Wurl with marketing materials sufficient to promote the Licensed Content, in a format that complies with Ingest Specifications.
4. REPRESENTATIONS AND WARRANTIES. Client represents, warrants, and covenants to Wurl that: (i) Client has all necessary rights to the Licensed Content as required for Client to fully perform its obligations hereunder and for Wurl to perform the WurlBits and Licensing Services; (ii) Client has enforceable rights to create a Channel (and for Wurl to create a Licensed Channel and/or WurlBits Channel) from Licensed Video Programming, insert Ads into the Licensed Content, and monetize the Licensed Content, and grant such rights to Wurl as applicable; (iii) Client has and/or will obtain all third-party and/or governmental clearances, consents, permissions and licenses necessary in connection with Wurl’s performance of the WurlBits and Licensing Services, including, without limitation, (a) with respect to the use of any copyrighted, patented, trademarked, or otherwise owned or protected materials, and (b) that it has paid or will pay any and all applicable guild fees and for any and all residuals, synchronization fees, payments, fees, royalties, and/or music performance licenses, (e.g., BMI, ASCAP, SESAC) including, without limitation, through-to-the-viewer music performance rights; and (iv) the Licensed Content does not contain any illegal, legally obscene material and/or contain any software viruses, Trojan horses, worms, or any other computer code, files or programs designed to interrupt, limit or destroy the functionality of any computer software, hardware or telecommunications system.
5. REMOVAL. If Client receives a claim alleging that it does not have, or if Client ceases to have, the rights necessary to authorize Wurl to perform the WurlBits and Licensing Services for any Licensed Content, or if Client receives any other claim or regulatory or governmental inquiry based on the Licensed Content, such as defamation, invasion of privacy or obscenity laws (“Licensed Content Rights Issue”), Client shall be solely responsible for informing Wurl of such Licensed Content Rights Issue and Client may request that the Licensed Channel or applicable Licensed Video Programming or WurlBits Content be removed, and Wurl will use commercially reasonable efforts to comply with such request. Wurl, at any time and in its sole discretion, reserves the right to suspend or cease distributing any, or any portion of, Licensed Channel, Licensed Video Programming, or WurlBits Content for any reason.