Creators Content Policy

Last updated: September 11, 2023

This policy is part of our Creators Terms of Service. By using INVIZ’s Content Service, you are agreeing to this Content Policy and our Creators Terms of Service. All capitalized terms used herein and not otherwise defined in this Content Policy shall have the meanings set forth in the Creators Terms of Service. This Content Policy may change over time per INVIZ’s Creators Terms of Service.  By continuing to use INVIZ’s Content Service, you agree to those changes.

1.0

Mutual Election.  By default, every Creator with INVIZ agrees to create and sell Merchandise Product. However, provided that: (a) a Creator elects to utilize one or more elements of INVIZ’s Content Service, and (b) INVIZ agrees to provide one or more Elements from its Content Service to a Creator, then the Creator shall be bound by the terms and conditions as set forth in this Content Policy at their sole discretion and the Creator elects to use, and for INVIZ to provide one or more elements of the Content Service (the “Mutual Election”).
2.0

Definitions.  Provided the event of a Mutual Election, the Creator and INVIZ may communicate with one another while using the following terms and respective definitions during the provision of the Content Services by INVIZ to the Creator:
2.1 The “Content Development Service” shall be defined as an Element of INVIZ’s Content Service and which may include, but may not be limited to, the hiring of one or more Writers by INVIZ and/or the operation of one or more Writers’ Rooms by INVIZ in order to further the development of the Franchisable Format;
2.2 The “Content IP Rights Service” shall shall be defined as an Element of INVIZ’s Content Service and which may include, but may not be limited to, analysis, recommendations, strategic, trademark and copyright services that INVIZ may provide regarding the exploitation of any intellectual property owned by the Creator and/or in order to further the development of the Franchisable Format;
2.3 The “Content Production Resources” shall be defined as an Element of INVIZ’s Content Service and which may include, but may not be limited to, Production Capital and/or Production Services that INVIZ may provide in order to further the production of the Franchisable Format;
2.4 An “Element” or “Elements” may include, but may not be limited to, our Content Development Service and Content IP Rights Service and Content Production Resources;
2.5 An “Executive Producer” shall take the same customary definition as that of an “executive producer” of a motion picture;
2.6 The “Franchisable Format” shall be defined as a form of Media Content developed in collaboration by the Creator and INVIZ, in connection with the Merchandise Product, and which INVIZ shall reserve certain rights, as defined herein, with respect to the results and proceeds of any such Media Content, including, without limitation, the Materials, and the exploitation of the Media Content thereof, including, but not limited to, license and privilege under copyright to, and, to authorize, license and sublicense others to, exhibit, distribute, transmit, reproduce, manufacture, publicly display, project, edit, add to and delete from, transpose, interpolate in, adapt, modify, translate, reformat, encode, digitize, reprocess, add Material to and/or remove Material from, publicly perform, advertise, promote and otherwise exploit the Media Content and all elements thereof (including without limitation clip and footage licenses related to the Media Content), provided however, that any rights to Pre-Existing be excluded;
2.7 The “Materials” shall be defined as all literary or dramatic materials, ideas, “gags,” suggestions, themes, plots, stories, characterizations, dialogue, titles and other material, whether in writing or not in writing, created or contributed or provided by INVIZ or its representatives, which in any way relate to the Media Content and the Merchandise Product;
2.8 The “Media Content” shall be defined as content in any form and its exploitation thereof, including, but not limited to, any and all media, manner, methods, means and formats now known or hereafter devised, developed and invented in all languages throughout the universe to all distribution and exploitation rights of every kind in and relating to content including, without limitation, the right to exploit any adaptation of content thereof without limitation, all forms of theatrical and non-theatrical exhibition, ancillary exhibition (e.g., airlines, ships, airports, hotels, hospitality and military bases), all forms of home video (including but not limited to electronic sell through and rental, videocassettes, DVDs and CD-ROMs), all forms of television exhibition (including but not limited to free television, basic and pay cable, pay per view, and all forms of on-demand including without limitation S-VOD, F-VOD, A-VOD, EST, T-VOD M-VOD), and all means of digital exhibition including without limitation broadband, mobile, internet streaming, and on-line transmission and delivery, the sale, selling, advertising, marketing and/or promoting of any derivative adaptations of content in any form of media, which may use or bear the likeness of characters, names and/or references otherwise to the content;
2.9 The “Pre-Existing Materials” shall be defined as any Materials disclaimed by the Creator that was already owned by the Creator, prior to the Term, and that shall be specifically and expressly excluded from those rights granted to INVIZ as described herein, including those rights granted to INVIZ regarding the Franchisable Format and the Media Content;
2.10 A “Producer” shall take the same customary definition as that of a “producer” of a motion picture;
2.11 The “Production Capital” shall be defined as a form of the Content Production Resources and shall take the form of monies invested in the Franchisable Format from either INVIZ or a Third Party;
2.12 The “Production Services” shall be defined as a form of the Content Production Resources and shall take the form of services such as below-the-line crew, casting, producing, directing and budgeting and shall be performed by either INVIZ or a third party arranged by INVIZ;
2.13 The “Public Domain Content” shall be defined as any content that is generally ineligible for copyright protection or its copyright has expired;
2.14 The “Recoupable Content Costs” shall have the same definition as contained in Section 6.4 in the Creators Terms of Service and, in the event of the Mutual Election as outlined in Section 1 hereinabove, the Recoupable Content Costs shall include all costs, fees, charges and expenses incurred by INVIZ in connection with the provision of Content Services to the Creator;
2.15 A “Third Party” or “Third Parties” shall be defined as any party other than the Creator or INVIZ which may provide, subject to the Third-Party Transaction, additional opportunities for the Franchisable Format including, but not limited to, the development, financing, production, post-production and/or distribution and which may include, but may not be limited to, streaming platforms, studios, networks, brands, other production companies, advertisers, distributors, sales agents, financiers, directors and/or talent;
2.16 The “Third-Party Negotiation” shall be defined as any negotiations between a Third Party and INVIZ and the Creator in connection with either (a) the Franchisable Format, or (b) a form of Media Content that otherwise is connected to the Materials;
2.17 A “Third-Party Offer” shall be defined as any Third Party which provides to either INVIZ and/or the Creator an offer to purchase, an offer to option or an offer to otherwise enter into a deal regarding the commercial exploitation, financing and/or distribution in connection with either (a) the Franchisable Format, or (b) a form of Media Content that otherwise is connected to the Materials;
2.18 “The “UGC Content” shall be defined as user generated content created by the Creator;
2.19 A “Writer” or “Writers” shall be defined as one or more persons who INVIZ may hire in order to attend a Writers’ Room or singularly deliver written creative work (outlines, treatments, screenplays, etc.) for the Franchisable Format; and
. 2.20 The “Writers’ Room” shall be defined as a form of the Content Development Services that includes a collection of professional writers who meet in either a physical conference room at INVIZ’s offices or in a remote setting and by which INVIZ hires in order to brainstorm, collaborate, and subsequently deliver written creative work (outlines, treatments, screenplays, etc.) for the Franchisable Format.
3.0

As a provision of the Content Services, provided the event of a Mutual Election and pursuant to the Term and Termination as outlined in Section 10 of the Creators Terms of Service, INVIZ shall reserve the right to represent all television, streaming  and allied and ancillary rights in and to the Franchisable Format as set forth herein, and to, and to attach the parties as follows:
3.1 INVIZ shall be attached to the Franchisable Format as a Producer; and
3.2 The Creator shall be attached to the Franchisable Format as both an (a) Executive Producer, and (b) on-screen talent.

4.0

Termination and Recoupable Content Costs.  Provided the event that  (a) a Termination occurs; and  (b) the accumulated total of all Content Costs has not been paid in full to INVIZ then INVIZ reserves the right to recoup such costs from the proceeds of any future exploitation of the Franchisable Format and/or Materials in any form of Media Content, if any, irrespective of the Termination.
5.0

Third-Party Offer Assurances.  Provided a Third-Party Offer is received, then the Creator hereby agrees to demonstrate best efforts in good faith to negotiate the following agreements with INVIZ:
5.1 A rights agreement that shall be satisfactory to the Third Party and which shall be no less than what is considered customary for underlying rights agreements;
5.2 An executive producer agreement which shall be no less than what is considered customary for such agreements; and
5.3 An on-camera talent agreement which shall be no less than what is considered customary for such agreements.
6.0

Third-Party Offer Assurances.  Provided a Third-Party Offer is received, then the Creator hereby agrees to demonstrate best efforts in good faith to negotiate the following agreements with INVIZ:
6.1 Neither the Creator nor INVIZ shall “close” their agreement with a Third Party without the concurrent written consent of all the other Parties;
6.2 By entering into an agreement with any Third Party, the Creator and INVIZ shall act reasonably and in good faith, taking into consideration entertainment industry custom and practice; and
6.3 Neither the Creator nor INVIZ shall unreasonably withhold their approval so as to frustrate the development, production, distribution or other exploitation of the Franchisable Format and/or Materials otherwise.
7.0 Termination and Third-Party Offer.  Provided that a Termination event occurs as outlined in Section 10.2 of the Creators Terms of Service, and provided that a Third-Party Negotiation has commenced but not yet concluded, then the Term shall automatically be extended for up to thirty (30) days in order to conclude such negotiations (the “Extended Term”). Provided that the parties hereto are unable to conclude such negotiations within the Extended Term, then the Extended Term shall expire on the earlier of:  (a) the conclusion of such negotiations; or  (b) thirty (30) days from the expiration of the Term.
8.0 Provided the event of a Mutual Election and provided that the Creator requests to utilize and INVIZ agrees to provide one or more Elements of the Content Service, including, but not limited to, the Content Development Service, Content IP Rights Service and/or Content Production Resources, then INVIZ may require the Creator to enter into an additional agreement or statement of work specifying the details governing the provision of such Element(s).