This agreement (“Agreement”), dated as of 06-29-2016 (as displayed upon registration and stored in Bleupelle database) is made between Bleupelle, Paseo de la Reforma, Col. Juarez, CP 06600 and the client (“Client”). For valuable consideration, the parties agree as follows:

  1. Term and Territory:

 The “Term” of this Agreement shall commence on the Effective Date, and continue for an initial contract period of twelve months (the “Initial Term”). The Initial Term shall automatically renew for successive one-year periods (the “Renewal Term”). The Initial Term and any Renewal Term(s), are collectively referred to as the “Term. The territory for this Agreement shall be the world (the “Territory”).

  1. Content:

 (a) Sound Recordings: Client represents and warrants that it owns and/or controls one hundred percent of the sound recordings, as well as the copyrights to the sound recordings (the “Masters”). (b) Compositions: Client represents and warrants that it either owns and/or controls the compositions embodied on the Masters (the “Compositions”), as well as the copyrights to the Compositions, or has mechanical licenses and all other permissions required to use the Compositions as contemplated in this Agreement. (c) Client may have other works (“Additional Works”), whether audiovisual, visual, or otherwise, which Client would like Bleupelle to include in this Agreement. (d) In this Agreement, the Masters, Compositions, and any Additional Works are collectively referred to as the “Content”.

3. Rights Granted:

Client hereby licenses the Content to Bleupelle for distribution and exploitation as follows: (a) Client shall have rights under this Agreement only if Bleupelle officially accepts the Content (by delivery, and publication to Bleupelle’s partners distribution mediums), per Section 4. Under no circumstances shall Bleupelle be required to accept any or all Content submitted by Client. Bleupelle reserves the right to reject any Content, based on low quality, explicit material, bias towards sexual preference, religious tone, or any other reason, at its sole discretion. (b) Client will have an online account with Bleupelle. (c) Bleupelle shall have the right to perform the Content in streaming format on Bleupelle’s website, or other websites and platforms, including mobile devices and connected TV devices owned and/or controlled by Bleupelle’s partners. Any monies collected on behalf of Client for webcasts or streams are included in “Revenue” (defined below), and subject to the payment provisions of this Agreement. (d) Client agrees that Bleupelle shall not be liable for any actual or potential lost revenue due to a delay or failure to have the Content available via third party services, carriers, websites, and/or other platforms. Bleupelle reserves the right to remove Content from one or more platform(s), and is not liable for loss of view counts. (e) Bleupelle cannot/will not guarantee that clients contents(Video/Audio) will be published on any of our publishers syndication partner sites or platforms

  1. Delivery:

During the Term, Client will deliver to Bleupelle the Content, related cover art, and any other applicable client brand features, in accordance with Bleupelle’s then-current specifications. Client shall be responsible for procuring and paying for all necessary rights, licenses, and clearances, including (without limitation) any required payments to recording artists, actors, producers, and all royalty participants arising from Bleupelle’s (and Bleupelle’s designees’) authorized exploitations of the Content and client brand features. Client shall furnish to Bleupelle, at any time upon Bleupelle’s demand, all agreements, licenses, clearances, and other documents required by Bleupelle (and Bleupelle’s designees) to evidence the foregoing. Bleupelle shall, at its sole expense, deliver the Content to Bleupelle’s partners.

  1. Revenue and Payment:

(a) Bleupelle shall pay Client the percentages of “Revenue” outlined on the “Revenue Shares” addendum annexed to this Agreement, and forming a part of it. (b) “Revenue” means income actually received by, or credited to, Bleupelle, that is derived solely from exploitation of the Content. Income received by Bleupelle may be subject to taxes, surcharges, or fees imposed by government agencies, or Bleupelle’s partners, before payment is sent to Bleupelle. Bleupelle shall have no obligation to pay to Client Revenue that Bleupelle has not actually received, until Bleupelle receives such Revenue. (c) Revenue shall be paid on the fifteenth of each month (or the following business day, if such date occurs on a weekend or holiday). Each payment, by paper check or PayPal, will be accompanied by a detailed electronic statement showing Revenue-generating exploitations of the Content. If Client has not received payment, or a statement indicating that no payment is due, by the twentieth day of the month, then Client shall promptly notify Bleupelle. In no event shall Bleupelle be deemed in breach of its payment obligations under this Agreement if Client has not received payment, or a statement, on the fifteenth of the month. However, Bleupelle may be deemed in breach of its payment obligations if Bleupelle fails to make payments, or provide a statement, thirty days after receiving such notice from Client. (d) No payment shall be made to Client in any month when less than one hundred fifty U.S. dollars is payable to Client. If payment is not made to Client for this reason, such amounts below one hundred fifty U.S. dollars shall accrue to Client’s account, and be paid in the first month in which Client’s account reflects a balance greater than one hundred fifty U.S. dollars .

  1. Taxes:

The amount paid by Bleupelle to the Client includes all applicable sales taxes, municipal, state or otherwise. Clients shall be responsible for and shall pay all applicable sales tax, municipal, state or otherwise. THE CLIENT AGREES TO ACCEPT FULL RESPONSIBILITY FOR AND AGREES TO DEFEND AND INDEMNIFY Bleupelle FROM THE PAYMENT OF ANY AND ALL TAXES THAT MAY BE LAWFULLY DUE FROM THE CLIENT TO ANY GOVERNMENTAL ENTITY INCLUDING BUT NOT LIMITED TO INCOME TAXES, FICA OR OTHER WITHHOLDING TAXES, FRANCHISE TAX, SALES TAX, ETC.

  1. Representations/Warranties:

(a) Client represents and warrants that it has full power and authority to enter into this Agreement. (b) Client represents and warrants that it has, and will maintain throughout the Term, all rights, authorizations, and licenses that are required to perform Client’s obligations hereunder fully, grant the rights and licenses granted herein, and permit Bleupelle (and Bleupelle’s designees) to exploit the client Content and the client brand features as contemplated herein, without liability to any third party. (c) Bleupelle represents and warrants that it has the right, power, and authority to enter into this Agreement.

  1. Termination:

(a) After the Initial Term, Client may terminate this Agreement upon sixty days’ written notice to Bleupelle, and Bleupelle must confirm in writing receipt of such notice. Upon termination or expiration of this Agreement, the rights granted to Bleupelle hereunder shall automatically revert to Client. Bleupelle has the right to terminate this Agreement at any time, at its discretion, in a written notice to Client. (b) Upon expiration or termination of this Agreement, Bleupelle shall cease all use and distribution of the Content, and shall demand that Bleupelle’s partners also cease. After termination or expiration, all Revenues received by Bleupelle for the Content shall continue to be subject to the payment provisions outlined in Section 5, for as long as Bleupelle receives such Revenues. After termination or expiration, the minimum payment threshold referenced in Section 5 shall not apply, and Bleupelle shall pay Client its percentage of all Revenues received, regardless of the amount payable.

  1. Confidentiality:

Bleupelle and Client shall keep the terms of this Agreement confidential, both during the Term, and thereafter. Each party may refer generally to the existence of this Agreement, but shall not reveal its terms, including (without limitation) the payment provisions, and any other information that either party identifies as confidential, without prior written consent of the other party. Either party may disclose confidential information on a “need to know” basis to its legal, financial, and other advisors who are under a duty of confidentiality to the disclosing party, without prior written consent of the other, as long as those agents are informed of this Confidentiality provision, and agree to be bound by it, and keep the confidential information confidential.

  1. Indemnity:

(a) Client will, at all times, indemnify and hold harmless Bleupelle, and its officers, directors, employees, agents, and advisors (collectively, the “Bleupelle Indemnified Parties”) from and against any claims asserted by a third party against any of the Bleupelle Indemnified Parties for damages, liabilities, costs, and expenses (including court costs and attorney fees) arising out of (i) any claims of breach, or alleged breach, by Client of any representation, warranty, covenant, or agreement made by Client herein; or (ii) any claims that any of Client’s videos exploited by Bleupelle in accordance with the terms and conditions of this Agreement, infringe upon, misappropriate, or otherwise violate the rights of any third party (collectively, “Claims”). (b) In connection with any such Claim, Bleupelle will (i) give Client prompt notice of the Claim (provided, that failure to provide such notice shall not relieve Client from its liability or obligation hereunder, except to the extent of any material prejudice as a direct result of such failure); (ii) cooperate with Client (at Client’s expense) in connection with the defense and settlement of the Claim; and (iii) permit Client to control the defense and settlement of the Claim, provided that Client may not settle the claim if such settlement places any liability or obligation on Bleupelle, without Bleupelle’s prior written consent. Further, Bleupelle (at its cost) may participate in the defense of the Claim through counsel of its choice.

  1. Dispute Resolution:

If any dispute arises hereunder, then the parties will (in order of preference): 1. First, attempt good faith negotiations; 2. Then, attempt mediation (private or via court), and implementing any proposed solution, in good faith; 3. Then, attempt arbitration, if anticipated faster and no costlier than litigation. 4. Then, litigation in New York State under New York law, with the venue being Kings County. No suit, action, or proceeding may be commenced by Client against Bleupelle unless Client first gives Bleupelle written notice of the specific details of the breach or alleged breach, and Bleupelle has not cured same within sixty days after its receipt of notice.

  1. Miscellaneous:

This Agreement shall be binding upon the parties and their respective heirs, executors, administrators, successors, and permitted assignees. Bleupelle may assign this Agreement, or any of its rights hereunder, in whole or part, to any third party. Client may not assign this Agreement, without Bleupelle’s prior written consent. If any portion of this Agreement is determined by a court to be invalid, the remainder shall remain in full force. Bleupelle’s failure at any time to require performance by Client of any provision of this Agreement shall not affect Bleupelle’s right to enforce the same later. This Agreement does not constitute a partnership or joint venture between the parties; it is intended that their relationship is that of independent contractors. This Agreement represents the entire agreement between the parties, and may not be amended, except by a further written instrument signed by Bleupelle and Client. The headings of paragraphs are inserted only for convenient reference, and not intended to have legal effect. Revenue Shares Bleupelle shall pay Client the following percentage of “Revenue,” as defined in the Agreement: 1. For Revenue received from ads served on music videos: seventy percent.

13.We are not affiliated with Instagram, Facebook, YouTube or any social medias in any way.

  1. Bleupelle is brought to you to make your life easier by promoting your brand for you. We discourage spam and violation of the law. It is your sole responsability to comply with all social media rules and any legislation that you are subjet to. You use services at your own risk.
  1. We are not responsable for your actions and their consequences. We are not to blame if any of your social media accounts are banned for any reason.

16.We never use your credentials without your permission. We never give it away to third parties.

  1. We do our best to protect your login and password on our secure server. However, in case of loss of data we are not to be held responsable for any consequences of that event.

18.If you choose to stop your Promotion yourself, the time of inactivity is not compensated.

19.Should you have any questions, do not hesitate to contact us.

20.By using any service on Bleupelle you automatically agree to these terms. It is you sole responsability to check whether the terms of service have changed.

21.We do not grant refunds once the work process has been started. We will always work to make you happy with the service.