Partners

Become a Partner at CLARAWORLDMEDIA TV You are one step away from upgrading to a Partner Account. Please read the terms and conditions to continue PARTNER PROGRAM TERMS AND CONDITIONS THESE PARTNER PROGRAM TERMS AND CONDITIONS (“TERMS”) OF THE PARTNER PROGRAM ARE GOVERNED BY FRENCH LAW AND SHALL APPLY TO THE USE OF CLARAWORLDMEDIA TV’S PARTNER PROGRAM AND ANY RELATED FEATURES. BY USING THE PARTNER PROGRAM, AS A PERSON OR A PROFESSIONAL ENTITY, YOU SHALL BE CONSIDERED AS HAVING FULLY AND EXPRESSLY ACCEPTED ALL SPECIFIC AND GENERAL TERMS AND ANY CONDITIONS, POLICIES AND NOTICES AND MORE GENERALLY, ANY NOTIFICATIONS AVAILABLE ON THE CLARAWORLDMEDIA TV PROPERTIES, INCLUDING IN PARTICULAR, BUT NOT LIMITED TO CLARAWORLDMEDIA TV’S PRIVACY POLICY, GENERAL TERMS OF USE, AND COOKIE POLICY (TOGETHER THE “CLARAWORLDMEDIA TV POLICIES”). IF YOU NAVIGATE ON THE CLARAWORLDMEDIA TV PROPERTIES OR USE THE CLARAWORLDMEDIA TV PROPERTIES AS A PROFESSIONAL ENTITY, YOU WARRANT TO CLARAWORLDMEDIA TV THAT YOU ARE THE SOLE OWNER OF ANY RIGHTS, AUTHORIZATIONS OR POWERS NECESSARY TO AGREE TO THESE TERMS FOR THE COMPANY, ASSOCIATION, PARTNERSHIP OR ANY LEGAL ENTITY ON BEHALF OF WHICH YOU ARE NAVIGATING ON THE CLARAWORLDMEDIA TV PROPERTIES OR USING THE PARTNER PROGRAM AND/OR ON BEHALF OF WHICH YOU ARE CREATING AN ACCOUNT UNDER THE CONDITIONS SET FORTH HEREUNDER. IN SUCH EVENT, BY NAVIGATING ON THE CLARAWORLDMEDIA TV PROPERTIES OR USING THE PARTNER PROGRAM, YOU SHALL BE CONSIDERED AS HAVING FULLY AND EXPRESSLY ACCEPTED THESE TERMS AND ANY CLARAWORLDMEDIA TV POLICIES ON BEHALF OF SUCH LEGAL ENTITY. You will be referred to herein as the “PARTNER”. CLARAWORLDMEDIA TV and PARTNER may hereinafter be referred to, individually as a "Party" and collectively as the "Parties". INTRODUCTION CLARAWORLDMEDIA TV operates a free-of-charge video-hosting worldwide website available a https://CLARAWORLDMEDIA TV.com which enables users to access, Stream, upload, store, and share videos on the Internet, and from any other technical, communication or transmission platforms now known or hereafter devised, discovered, or developed including, without limitation, mobile phones, tablets, IPTV platforms and other devices. PARTNER has agreed to the following Terms of the program provided by CLARAWORLDMEDIA TV to the PARTNER (the « PARTNER Program ») enabling optimized exploitation of PARTNER’s audio-visual content and the use of features available on the CLARAWORLDMEDIA TV Site, including but not limited to the Video Monetization Feature and Website Monetization Feature as defined hereunder, and any current or future tool which may be supplied by CLARAWORLDMEDIA TV to PARTNER. In consideration of the mutual agreements and covenants set forth below, the Parties agree as follows. TITLE 1: PREAMBLE DEFINITIONS Unless otherwise specifically provided, and in addition to the other capitalized terms defined in these Terms, the following terms shall have the meanings set forth below: « Advertising »: means Display Advertising together with In-stream Advertising. « Advertising Revenues related to the Video Monetization Feature »: means the revenue (applicable taxes excluded) generated from the In-stream Advertising being served in connection with the Content distributed under the Video Monetization Feature on the CLARAWORLDMEDIA TV Service and based on a rate card being defined on a territory per territory basis at CLARAWORLDMEDIA TV’s sole discretion to reflect the average advertising inventory sales price rates available in each country and/or to exclude any specific and favoured advertising partnership that might have been concluded by CLARAWORLDMEDIA TV for a global scope and not for the advertising inventory associated to the Content only, provided that any such rate card is applied to all CLARAWORLDMEDIA TV's similarly-situated partners in the same territory. « Advertising Revenues related to the Website Monetization Feature »: means the revenue (applicable taxes excluded) generated from the In-stream Advertising being served in connection with Third Party Video(s) distributed under the Website Monetisation Feature through the Video Player on the PARTNER Properties and based on a rate card being defined on a territory per territory basis at CLARAWORLDMEDIA TV’s sole discretion to reflect the average advertising inventory sales price rates available in each country and/or to exclude any specific and favoured advertising partnership that might have been concluded by CLARAWORLDMEDIA TV for a global scope and not for the advertising inventory associated to the PARTNER Properties only, provided that any such rate card is applied to CLARAWORLDMEDIA TV's other similarly-situated partners in the same territory. « Affiliate(s) »: means concerning either Party, any corporation, firm, partnership, person or other entity, which directly or indirectly owns, is owned by or is under common ownership with such Party to the extent of at least 50% of the equity having the power to vote on or direct the affairs of the entity, and any person, firm, partnership, corporation or other entity controlled by, controlling or under common control with such Party. « Content »: means all audio-visual content, such as videos and live broadcasts uploaded and hosted on one or all PARTNER’s Accounts by the PARTNER including any associated data (title, description, category, duration, images, graphics, etc.) in digital format as specified under Section 3.1. « CLARAWORLDMEDIA TV Properties »: means (i) CLARAWORLDMEDIA TV Site and (ii) all CLARAWORLDMEDIA TV applications, both (i) and (ii) as accessible (online or offline) via any device including but not limited to smartphones, tablets, game consoles, any IP/IPTV platform provided through a high-speed Internet connection on IP protocol, any internet-enabled television devices or through any current or future device. « CLARAWORLDMEDIA TV Service »: means the CLARAWORLDMEDIA TV products, technology, features, platforms, interfaces, and functionality provided by CLARAWORLDMEDIA TV, which includes those associated with (i) the CLARAWORLDMEDIA TV Properties; and (ii) the CLARAWORLDMEDIA TV Video Player that is embeddable onto any website. « CLARAWORLDMEDIA TV Site »: means the video-hosting worldwide Internet website (as accessible through an Internet browser from any device including but not limited to mobile and tablet) available at HTTPS://CLARAWORLDMEDIATV.com or at any other URL specifically dedicated to a country not yet specified). « Display Advertising »: means advertisements inserted around the Video Player, including, but not limited to ad formats such as medium rectangle, leader board, roadblock, or hyperlink ads, as available. « Instream Advertising »: means advertisements inserted within the Video Player before and/or during and/or after the Content and/or the Third Party Videos (as the case may be), including but not limited to ad formats such as pre/post/mid roll, player branding, and/or overlay ads, as available. « Intellectual Property Rights »: means any rights, titles and interests, whether foreign or domestic, in and to any trade secrets, patents, copyrights, Marks, know-how, or similar intellectual property rights, as well as any moral rights, and similar rights of any type under the Laws of any governmental, regulatory or judicial authority, whether within or outside of the Territory. « Laws » means any applicable laws, statutes, regulations, court orders, and/or government standards... « Marks »: means trademarks, names, logos, brands, symbols, designations, service marks, emblems, designs, trade dress and uniforms and all identifications, labels, thereof, whether or not registered with competent public authorities. « PARTNER Account(s) »: means the PARTNER Master Account together with PARTNER Sub-Accounts. « PARTNER Master Account »: means PARTNER’s main Content storage space from which PARTNER can manage all the PARTNER Sub-Accounts. The PARTNER Master Account shall notably have accessible information regarding the total number of items of Content available on all PARTNER Sub-Accounts, the revenues generated from the PARTNER Master Account and each of the PARTNER Sub-Accounts, and the number of views for all Content (in total and per item of Content), if any. « PARTNER Program Revenues »: means PARTNER’s share of the Advertising Revenues related to the Video Monetization Feature calculated according to Section 4, together with PARTNER’s share of the Advertising Revenues related to the Website Monetization Feature calculated according to Section 6. « PARTNER Sub-Account(s) »: means any account dedicated to the storage of the Content on the CLARAWORLDMEDIA TV Service that has been linked to the PARTNER Master Account upon request by PARTNER to CLARAWORLDMEDIA TV. PARTNER agreed that the PARTNER Sub-Accounts will be subject to the same legal terms and conditions as those applicable to the PARTNER Master Account, and shall directly manage these accounts. PARTNER shall only request CLARAWORLDMEDIA TV to link accounts to the PARTNER Master Account that PARTNER has the rights to operate and manage. In addition, CLARAWORLDMEDIA TV reserves the right not to link any such accounts to, or else to unlink any such accounts from, the PARTNER Master Account if it believes in good faith that PARTNER does not have such rights. « PARTNER Property/ies »: means the Internet websites or mobile applications that PARTNER owns and/or operates (or for which it has been duly appointed to operate by their legitimate owners). PARTNER shall restrictively indicate in the dedicated area of its PARTNER Accounts all such websites and/or mobile applications, however in some cases PARTNER may identify its PARTNER Properties by associating the Syndication Key in the embed code used to embed the Video Player onto such Internet websites and/or mobile applications. For sake of clarity, a specific URL domain or mobile application that is registered in a given PARTNER Account shall apply as a PARTNER Property for all the other of PARTNER’s PARTNER Accounts as long as it is registered in at least one of the PARTNER’s PARTNER Accounts, while a specific Internet website and/or mobile application that is identified as a PARTNER Property through the association of the Syndication Key in the embedding of the Video Player, shall apply only for this particular embedding. « Private Mode »: means a setting under which the item of Content set to Private Mode in the PARTNER Accounts will not be viewable to the Public on the CLARAWORLDMEDIA TV Properties.« Prohibited Content »: means any content that (i) infringes any Intellectual Property Rights, right of publicity or other right of any person or entity, (ii) is unlawful, threatening, abusive, harassing, defamatory, libellous, deceptive, fraudulent, invasive, tortious, obscene, offensive, vulgar, explicit, indecent, pornographic, profane or is otherwise inappropriate as determined by CLARAWORLDMEDIA TV in its sole discretion, (iii) encourages violence, injury or hatred to or against any individual or group, or cruelty to animals, (iv) creates either “Forced visit” traffic or spyware/adware loading pages (including, in either case, popups or propunders) which load ads, (v) creates invisible or nested invisible IFRAMEs loading pages which load ads, (vi) uses spyware/adware loading ads invisibly (or cause fake clicks thereon, including but not limited to click spam, robots, macro programs, and internet agents), (vii) reloads/refreshes any code causing multiple impressions to be registered in short succession, (viii) contains downloadable software; executable or malicious code, any virus, malicious or social engineering (phishing) code or features, worm, Trojan horse, time bomb, spyware, malware or other computer code, file or program designed, intended or likely to disrupt, damage, limit or interfere with the proper function of any software, hardware or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of the Company or any person or entity, (ix) encourages or promotes weapons, drug use or any illegal activity, (x) is spam. or (xi) falsely suggests or implies sponsorship or endorsement by CLARAWORLDMEDIA TV. « Public »: means the general public having access to the CLARAWORLDMEDIA TV Service. « Public Mode »: means a setting under which the item of Content set to Public Mode in the PARTNER Accounts will be viewable to the Public on the CLARAWORLDMEDIA TV Properties. « Stream (including, with correlative meanings, “Streaming” or “Streams”) »: means to exhibit, reproduce, display and/or distribute content in a manner in which such content can be viewed by viewers of such content and cannot be permanently downloaded, recorded, or otherwise stored or copied for subsequent viewing by the viewer of such content, other than temporary storage for caching or buffering necessary to facilitate the viewing of such content or for offline viewing for a limited period within the CLARAWORLDMEDIA TV applications. « Syndication Key »: means a personal key that may be generated and communicated to PARTNER by CLARAWORLDMEDIA TV at CLARAWORLDMEDIA TV’s sole discretion (unless otherwise stipulated herein) for insertion by PARTNER in the Video Player when PARTNER wishes to export Content and/or Third Party Video(s) onto a website or mobile application. « Term »: means the duration of this Agreement as further defined in section 13.1. « Territory »: means by default worldwide, unless PARTNER has blocked certain territories where the Content shall not be communicated to the Public, by using the CLARAWORLDMEDIA TV API or any technical solution provided to it by CLARAWORLDMEDIA TV through the PARTNER Account. « Third Party Property/ies: means any Internet websites or applications that are not the CLARAWORLDMEDIA TV Properties and the PARTNER Properties. « Third Party Video(s) »: means any video(s) uploaded by a third party onto the CLARAWORLDMEDIA TV Properties, which such third party authorized to be exported via the Video Player for specific territories onto any website or applications other than the CLARAWORLDMEDIA TV Properties. « Video Monetization Feature »: means tools supplied to PARTNER by CLARAWORLDMEDIA TV enabling PARTNER to upload PARTNER’s audio-visual Content onto the PARTNER Accounts and allowing PARTNER to monetize the Content on the CLARAWORLDMEDIA TV Service and to record and share the corresponding revenues generated by the Advertising. « Video Player »: means a technology developed and owned by CLARAWORLDMEDIA TV, enabling viewing by Streaming of content (including Content and Third Party Videos) uploaded and hosted on the CLARAWORLDMEDIA TV Service, on the CLARAWORLDMEDIA TV Properties, the PARTNER Properties, and Third Party Properties. « Website Monetization Feature »: means the tools supplied to PARTNER by CLARAWORLDMEDIA TV enabling the export of the Video Player onto the PARTNER Properties to share with PARTNER the revenues generated by the In-stream Advertising associated with Third Party Video(s) embedded on the PARTNER Properties. Section 1: PURPOSE The purpose of the Terms is to specify the terms and conditions applicable to the tools and features made available to the PARTNER by CLARAWORLDMEDIA TV as a member of the PARTNER Program, being agreed that PARTNER shall be free to use all or part of such tools and features at its sole discretion. PARTNER may elect, on a case-by-case basis and at its sole discretion, (i) to communicate to the Public PARTNER’s Content free-of-charge via the Video Monetization Feature and associating Advertising with such Content; and/or (ii) to communicate Third Party Videos onto the PARTNER Properties through the Video Player via the Website Monetization Feature. Through PARTNER’s acceptance of the Terms, PARTNER is considered to have agreed and acknowledged all of the terms and conditions corresponding to each of the tools and features of the PARTNER Program contained herein. Section 2: SUBSCRIPTION 2.1. By using the PARTNER Program, either as an individual or a corporate entity, PARTNER expressly agrees to be bound by the Terms. If the PARTNER does not agree to any of the terms herein, then the PARTNER shall not use the PARTNER Program or the CLARAWORLDMEDIA TV Service. • If the PARTNER is an individual, PARTNER warrants that: (i) PARTNER is at least 18 years old and legally capable of entering into binding contracts. PARTNER acknowledges that the PARTNER Program is intended solely for persons who are 18 years of age or older and that any access to or use of the Service by anyone under 18 years of age is expressly prohibited, and (ii) PARTNER shall comply with the Terms and all applicable laws and regulations. In that case, the Terms will apply to that individual PARTNER. • If the PARTNER is not an individual, the PARTNER represents to CLARAWORLDMEDIA TV that the PARTNER has all necessary corporate or equivalent authority and power to agree to the Terms. PARTNER hereby agrees that the Terms shall be binding on the corporation, partnership, association or other entity in whose name the PARTNER is registering the PARTNER Accounts. In that case, the Terms will apply to that organization. By agreeing to the Terms, PARTNER will have access to the tools and features available in the PARTNER Program, being agreed however that PARTNER shall not be entitled to any revenues generated by the use of said tools and features until having duly completed the payment form available through the PARTNER Master Account or any other required information by CLARAWORLDMEDIA TV and until having also accepted the self-billing authorization. PARTNER’s membership in the PARTNER Program or PARTNER’s access to any of the features of the PARTNER Program may be revoked at any time if CLARAWORLDMEDIA TV deems that PARTNER violates these Terms or of the CLARAWORLDMEDIA TV Policies. Furthermore, CLARAWORLDMEDIA TV reserves the right to refuse access to the PARTNER Program to PARTNER if CLARAWORLDMEDIA TV believes, in its sole discretion that PARTNER will not respect these Terms or that PARTNER does not meet the PARTNER Program eligibility requirements. 2.2. PARTNER expressly guarantees to provide its complete and accurate contact information to CLARAWORLDMEDIA TV and promptly update such information from time to time as necessary in the case of any changes. PARTNER is strictly prohibited from providing false or misleading sign-up information, including using a name, address or email address owned or controlled by another person without appropriate authorization. CLARAWORLDMEDIA TV reserves the right to terminate any account that it reasonably believes violates the foregoing. 2.3. Furthermore, the user ID and password, which are necessary to access the PARTNER Accounts and the tools provided by CLARAWORLDMEDIA TV, are confidential. PARTNER acknowledges that it shall be responsible for the secrecy of its user ID and password associated herewith and for any possible disclosure, whether intentional or not and is liable for all activities that occur on its PARTNER Accounts. CLARAWORLDMEDIA TV is not liable for any unauthorized or fraudulent use of the user ID and password of PARTNER and is not liable for any unauthorized or fraudulent use of the tools provided to PARTNER, except to the extent that any such unauthorized or fraudulent use resulted from the wilful misconduct or gross negligence of CLARAWORLDMEDIA TV. PARTNER agrees to immediately notify CLARAWORLDMEDIA TV of any unauthorized use of PARTNER’s username, password or other breach of account security... TITLE 2: VIDEO MONETIZATION FEATURE Upon use by PARTNER of the tools and features related to the Video Monetization Feature on one or more of the PARTNER Accounts, the following provisions shall apply: Section 3: AUTHORIZATION AND LICENSE OF RIGHTS FOR THE USE OF THE TOOLS AND FEATURES AVAILABLE THROUGH THE VIDEO MONETIZATION FEATURE 3.1. PARTNER grants to CLARAWORLDMEDIA TV, for the Term and the Territory, and transferable to its Affiliates, the non-exclusive rights to reproduce, represent, Stream, replay, exploit, exhibit, show, market, distribute and to, technically modify and compress the Content as is strictly necessary for the viewing and/or Streaming of the Content via the Video Player wherever it is available (subject to such Territory restrictions as may be specified by PARTNER by these Terms). For sake of clarity, CLARAWORLDMEDIA TV shall not edit or alter the Content in any way (with the exclusion of potential Advertising insertions under the Video Monetization Feature), it shall only technically modify the Content as provided by the PARTNER as is strictly necessary to store it on the CLARAWORLDMEDIA TV Service and make it viewable via the Video Player. PARTNER shall deliver the Content to CLARAWORLDMEDIA TV with a level of quality by the typical industry standards; and shall provide the Content in one of the following digital formats: MPEG – 4, MPEG – 2, AVI, WMV, H.264 video format and AAC audio format or any other format set out in the “Frequently Asked Questions” section of the CLARAWORLDMEDIA TV Site (as currently available at https://www.CLARAWORLDMEDIA TV.com/upload/faq). Upon upload onto the PARTNER Accounts, PARTNER’s Content shall automatically be set to Public Mode, however, PARTNER may change this setting for any item of Content at any time to Private Mode. 3.2. CLARAWORLDMEDIA TV (or any advertising sales representative chosen at its discretion) is granted the exclusive right to sell Advertising in connection with the Content on the CLARAWORLDMEDIA TV Properties and/or within the Video Player. PARTNER agrees and acknowledges that CLARAWORLDMEDIA TV shall have the sole control, discretion and approval over the (i) terms and conditions negotiated with advertisers, (ii) advertising rates and (iii) the look and feel, placement, and architecture of the Advertising, being agreed that PARTNER is prohibited in this regard to impede the display of the Instream Advertising through the Video Player when exported on the PARTNER Properties. Additionally, in furtherance of the exclusivity granted to CLARAWORLDMEDIA TV, PARTNER is prohibited from selling Advertising (directly or indirectly through any third party) associated with the Content within the CLARAWORLDMEDIA TV Properties and/or the Video Player. Notwithstanding the foregoing, nothing herein grants to CLARAWORLDMEDIA TV any right to sell Display Advertising on the PARTNER Properties. CLARAWORLDMEDIA TV warrants that the Advertising associated with the Content on the CLARAWORLDMEDIA TV Properties and/or within the Video Player will be compliant with applicable Laws. Section 4: FINANCIAL CONDITIONS APPLICABLE TO THE TOOLS AND FEATURES AVAILABLE THROUGH THE VIDEO MONETIZATION FEATURE 4.1. CLARAWORLDMEDIA TV shall pay to PARTNER a revenue share equal to 5% (five per cent) of the Advertising Revenues related to the Video Monetisation Feature about the sharing of the Content through the Video Player on the CLARAWORLDMEDIA TV Properties and the Third Party Properties. 4.2. CLARAWORLDMEDIA TV shall pay to PARTNER a revenue share equal to 10% (ten per cent) of the Advertising Revenues related to the Video Monetisation Feature about the sharing of the Content through the Video Player embedded in the PARTNER Properties. TITLE 3: WEBSITE MONETIZATION FEATURE Upon use by PARTNER of the tools and features related to the Website Monetization Feature, the following provisions shall apply: Section 5: AUTHORIZATION AND LICENSE OF RIGHTS FOR THE USE OF THE TOOLS AND FEATURES AVAILABLE THROUGH THE WEBSITE MONETIZATION FEATURE CLARAWORLDMEDIA TV authorizes PARTNER to make available the Third Party Videos, in the Territory, exclusively through the Video Player, on the PARTNER Properties. At PARTNER’s sole discretion, PARTNER may immediately remove at any time any such specific Third Party Video from PARTNER Properties on which PARTNER had previously exported it for any reason including, without limitation, if PARTNER reasonably believes that the distribution of such Third Party Video violates any applicable law. The Parties agree that the Third Party Video(s) available via the Video Player embedded on the PARTNER Properties will include Instream Advertising. CLARAWORLDMEDIA TV (or any advertising sales representative chosen at its discretion) will be allowed, on an exclusive basis, to sell the advertising spaces dedicated to Instream Advertising in the Video Player integrated into PARTNER Properties. PARTNER agrees and acknowledges that CLARAWORLDMEDIA TV shall have the sole control, discretion and approval over the (i) terms and conditions negotiated with advertisers, (ii) advertising rates, and (iii) the look and feel placement, and architecture of the Advertising, being agreed that PARTNER is prohibited in this regard to impede the display of the In-stream Advertising through the Video Player when exported on the PARTNER Properties. For clarification, the foregoing restrictions shall not limit PARTNER’s right to remove any Third Party Video from the PARTNER Properties as described above. Additionally, in furtherance of the exclusivity granted to CLARAWORLDMEDIA TV, PARTNER is prohibited from selling advertising (directly or indirectly through any third party) associated with the Third Party Video(s) through the Video Player. CLARAWORLDMEDIA TV acknowledges and agrees that it is not authorized to sell advertising spaces dedicated to Display Advertising on PARTNER Properties, and that on the PARTNER Properties, CLARAWORLDMEDIA TV may only sell In-stream Advertising within the Video Player. CLARAWORLDMEDIA TV warrants that the In-stream Advertising associated with the Third Party Videos on the PARTNER Properties through the Video Player will be compliant with applicable laws. Section 6: FINANCIAL CONDITIONS APPLICABLE TO THE USE OF THE TOOLS AND FEATURES AVAILABLE THROUGH THE WEBSITE MONETIZATION FEATURE CLARAWORLDMEDIA TV shall pay to the PARTNER a revenue share equal to 5% (five per cent) of the Advertising Revenues related to the Website Monetization Feature. Section 7: SPECIFIC WARRANTIES FOR THE USE OF THE WEBSITE MONETIZATION FEATURE PARTNER acknowledges and agrees that CLARAWORLDMEDIA TV, by its hosting provider status, shall not perform any prior monitoring of the content uploaded on the CLARAWORLDMEDIA TV Properties. Therefore, the Third Party Videos are provided “AS IS” with no warranties whatsoever and the embedding of any Third Party Videos by PARTNER into the PARTNER Properties will be at PARTNER’s sole risk and liability. PARTNER acknowledges and agrees that CLARAWORLDMEDIA TV may remove at any time and its sole discretion any Third Party Video from the CLARAWORLDMEDIA TV Properties, being agreed that in such case the removed Third Party Video will no longer be available for Streaming through the Video Player on the PARTNER Properties. PARTNER warrants, as an essential condition, that PARTNER shall only export any Third Party Video through the Video Player on websites or mobile applications that PARTNER owns and operates, or for which it has been duly appointed to operate by their legitimate owners. Moreover, PARTNER warrants that all websites or mobile applications on which PARTNER exports Content and/or Third Party Video(s) through the Video Player do not include any element that: (i) breaches any Intellectual Property Rights of any third parties, (ii) constitutes Prohibited Content and/or (iii) violates any applicable Laws. In good faith and the event of suspicion by CLARAWORLDMEDIA TV of PARTNER’s violation of any of the above warranties, CLARAWORLDMEDIA TV may (i) retain and/or request reimbursement by PARTNER of any Advertising Revenues related to the Website Monetization Feature that are unduly generated, and/or to (ii) immediately terminate the relevant PARTNER Account(s) without any indemnification or further payment of Advertising Revenues related to the Website Monetization Feature generated by the relevant PARTNER Account(s), without any prejudice of any other remedies of CLARAWORLDMEDIA TV. PARTNER acknowledges and agrees that CLARAWORLDMEDIA TV is not responsible for any data related to Third Party Video(s) provided by their relevant owners such as the video title, description, category, etc., even if such data creates a discrepancy between the Third Party Video(s) embedded via the Video Player and the category selected by PARTNER. TITLE 4: GENERAL PROVISIONS Section 8: PROMOTION PARTNER authorizes CLARAWORLDMEDIA TV to include the Content on any relevant topic pages, playlists, staff picks, and other promotional materials as CLARAWORLDMEDIA TV may determine in its sole discretion, provided however that PARTNER may request an item of Content be removed from such topic page, playlist, or staff pick at any time and CLARAWORLDMEDIA TV shall promptly comply. CLARAWORLDMEDIA TV shall have the sole control, discretion and approval over the promotional materials of the Content on the CLARAWORLDMEDIA TV Service and of CLARAWORLDMEDIA TV’s newsletters. PARTNER authorizes CLARAWORLDMEDIA TV to use and/or refer to PARTNER’s Marks, and/or thumbnails of the Content, for information, communication and/or promotional purposes of the Content on and off the CLARAWORLDMEDIA TV Service and/or in the CLARAWORLDMEDIA TV newsletters to publicize the availability of the Content on and off the CLARAWORLDMEDIA TV Service. However, any such use of the PARTNER Marks and/or thumbnails of the Content outside this limited use shall be subject to prior authorization from PARTNER. CLARAWORLDMEDIA TV shall be permitted to publicly identify PARTNER as a user of the CLARAWORLDMEDIA TV Service, including on CLARAWORLDMEDIA TV Properties and marketing materials. PARTNER hereby grants CLARAWORLDMEDIA TV a non-exclusive, non-transferable, non-sublicensable, royalty-free license during the Term to use PARTNER’s Marks for this purpose. All goodwill arising out of any use of any of PARTNER’s Marks by CLARAWORLDMEDIA TV will inure solely to the benefit of PARTNER. CLARAWORLDMEDIA TV must approve any use by PARTNER of CLARAWORLDMEDIA TV’s Marks in advance in writing (email sufficient). The Parties agree and acknowledge that each Party may issue a press release announcing PARTNER’s membership in the Partner Program if the Parties have mutually agreed to the wording of any such press release. Section 9: TRACKING AND REPORTING REVENUE, INVOICING, AND PAYMENT 9.1. Tracking and Reporting Revenue PARTNER will be provided with an online interface in the PARTNER Accounts enabling PARTNER to track its monthly PARTNER Program Revenues. The online interface available for each PARTNER Sub-Account will only include the data and figures related to the use of the features related to such account and the Content hosted on it, but the online interface available from the PARTNER Master Account will compute the data and figures related to all the PARTNER Accounts owned by PARTNER. However, only the conclusive account statements available within 60 (sixty) days at the end of each month within the PARTNER Master Account (“Statement Availability Date”) shall determine the billing and payment of PARTNER Program Revenues for the previous months, being agreed that the account statement and payment shall be deemed final and conclusive unless disputed in writing by PARTNER within 15 (fifteen) days of the relevant Statement Availability Date. PARTNER acknowledges and agrees that data being generated by CLARAWORLDMEDIA TV’s tools will be the sole measurement data to be used for any reporting and invoicing purposes in connection to these Terms. 9.2. Invoicing If PARTNER has (i) duly filled in all mandatory information necessary for payment through the online interface of the PARTNER Master Account and (ii) accepted the corresponding self-billing authorization, then CLARAWORLDMEDIA TV shall generate an invoice on the PARTNER’s behalf and in the name of the PARTNER within 15 (fifteen) days following the relevant Statement Availability Date (“Invoice Generation Date”), provided that the total amount due with regards to the PARTNER Program Revenues is more than an amount equal to $100 (one hundred US dollars) whatever the currency of payment required by PARTNER for payment purpose, being agreed that any amounts not paid for one or more reasons mentioned in this paragraph shall be carried forward to the next month as long as the minimum threshold is not met and the mandatory information required and the self-billing authorization are not properly filled in and accepted. For the avoidance of doubt, self-billing of the PARTNER Program Revenues shall only be managed from the PARTNER Master Account. 9.3. Payment 9.3.1. Payments by CLARAWORLDMEDIA TV shall be made 30 (thirty) days after the last day of the month of the Invoice Generation Date, either by (i) direct wire transfer or (ii) by using the services provided by one of the third-party vendor payment systems made available by CLARAWORLDMEDIA TV, as chosen by PARTNER in PARTNER’s sole discretion. Payments shall be made in US Dollars unless PARTNER chooses another currency amongst the currencies proposed through the third-party vendor payment systems. 9.3.2. CLARAWORLDMEDIA TV selects at its discretion the third-party vendor payment systems made available in the scope of the PARTNER Program, such systems may be PayPal, Stripe, BACS or another similar payment system. For the sake of clarity, however, it is at PARTNER’s discretion, through PARTNER’s Master Account, to select whether the PARTNER seeks to be paid via a third-party vendor, or through another one of the available payment methods. To receive payment from one of such third-party vendor payment systems, PARTNER will have to accept the terms and conditions of the payment system it decided to use, being agreed that CLARAWORLDMEDIA TV will not have any liability regarding the breach of those terms and conditions either by PARTNER or by the third-party payment system vendor. PARTNER agrees that CLARAWORLDMEDIA TV grants the same guarantees as the ones respectively received from PayPal, Stripes, BACS or the applicable payment system. PARTNER understands that CLARAWORLDMEDIA TV does not conserve the bank account information provided by PARTNER through the payment system it chose. Provided that PARTNER does not offer proof to the contrary, the records of the applicable payment system, be they of PayPal company, Stripes, BACS company, or another similar payment system company, shall be considered proof of payments made between PARTNER and CLARAWORLDMEDIA TV. The archiving of these items is performed reliably and sustainably to reflect a true and lasting copy by Article 1379 of the French Civil Code. PARTNER shall bear the fees of its use of third-party vendor payment systems, if any. 9.3.3. PARTNER agrees that CLARAWORLDMEDIA TV may from time to time, but only upon request by the third-party payment system vendor, if one has been selected by the PARTNER, provide the third-party payment system vendor that PARTNER selected with any and/or all information CLARAWORLDMEDIA TV holds on PARTNER, including any personal data, by the terms of use of that third-party payment system vendor selected by PARTNER. It is also agreed that third-party vendor payment systems may directly contact PARTNER and/or suspend a payment in process for any of the reasons stipulated in their terms and conditions, including notably for any good faith suspicion of illicit activity or any information missing to perform the payment properly It is agreed that CLARAWORLDMEDIA TV shall not be held responsible for any such activity by the third-party payment system vendors. 9.3.4 IN A GENERAL MANNER, THE PARTNER ACKNOWLEDGES AND AGREES THAT CLARAWORLDMEDIA TV SHALL NOT BE HELD LIABLE FOR ANY ACTION, ERROR OR OMISSION PERFORMED BY THE PARTNER WHEN USING THE THIRD-PARTY PAYMENT SYSTEMS, NOR FOR ANY ACTION, ERROR OR OMISSION PERFORMED BY THE THIRD PARTY PAYMENT SYSTEMS VENDORS. 9.3.5. For the avoidance of doubt, payments shall not be made to the benefit of any other person or entity other than PARTNER. Furthermore, PARTNER agrees that the payments shall only be made to a bank account or third-party vendor service account (as the case may be) bearing the same name as that of PARTNER. 9.3.6. It is agreed that CLARAWORLDMEDIA TV may deduct any amount from the PARTNER Program Revenues due (i) to the local authorities of any country as relevant, and/or (ii) actual out-of-pocket third-party charges necessary to enable the transfer (i.e. any bank fees that result from the direct error, negligence, or omission of PARTNER in the communication of its bank account information to CLARAWORLDMEDIA TV). Moreover, PARTNER acknowledges and agrees that any cost related to PARTNER’s use of third-party payment systems like the ones provided by PayPal, Stripes, BACS or any relevant third-party vendor shall be borne by PARTNER, as the case may be. 9.4. Withholding Tax PARTNER acknowledges and agrees that a withholding tax may be applied on the amounts paid by CLARAWORLDMEDIA TV to PARTNER in the scope of the Terms. In this regard, it is PARTNER’s responsibility to provide CLARAWORLDMEDIA TV with a relevant certificate certified by PARTNER’s home-country authorities, as soon as possible after its registration to the PARTNER Program to benefit from any exemption or reduction. SECTION 10: INTELLECTUAL PROPERTY, WARRANTIES AND INDEMNIFICATION 10.1. Intellectual Property All rights not expressly granted herein are reserved. Any Intellectual Property Rights arising from and/or about the CLARAWORLDMEDIA TV Service including the CLARAWORLDMEDIA TV Properties and the Video Player (including without restriction any data collected through them), CLARAWORLDMEDIA TV’s Marks, including but not limited to copyright, trademark and patent rights, shall remain CLARAWORLDMEDIA TV’s exclusive property or the relevant entitled person‘s exclusive property in respect to the Third Party Video(s). Unless otherwise provided herein, no provision contained herein shall grant PARTNER any intellectual property right or right to use the CLARAWORLDMEDIA TV Service including CLARAWORLDMEDIA TV Properties and the Video Player, the Third Party Video(s) or CLARAWORLDMEDIA TV’s logos and brands. PARTNER expressly undertakes and warrants that PARTNER will not disassemble, reverse engineer, modify or otherwise alter CLARAWORLDMEDIA TV Service or any part thereof and, in particular, remove or modify any legal notices, content reporting functionalities or consent collection mechanisms available within CLARAWORLDMEDIA TV Service. Any Intellectual Property Rights arising from and/or about the Content, PARTNER’s Website(s) and PARTNER’s Marks shall remain PARTNER’s exclusive property. Except as otherwise provided herein, no provision herein shall grant CLARAWORLDMEDIA TV any intellectual property right or right to use PARTNER’s Website(s) or PARTNER’s logos and brands. 10.2. Warranties 10.2.1 Corporate Warranties Each Party represents and warrants at all times that: (i) it is duly organized and validly existing and in good standing under the laws of the place of its incorporation; (ii) it has full corporate power and authority to enter into these Terms and to carry out the provisions hereof; (iii) it is duly authorized to execute and deliver these Terms and duly authorized to perform its obligations and exercise its rights hereunder; (iv) these Terms are a legal and valid obligation, binding and enforceable by its terms; and (v) the execution, delivery and performance of these Terms does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it. 10.2.2. Warranties related to the Content PARTNER agrees to associate the Content with complete and accurate metadata (including but without limited, to the title, tags video category, duration, language, video description, and any other information requested by CLARAWORLDMEDIA TV from time to time) necessary for the exploitation of the Content on the CLARAWORLDMEDIA TV Service. PARTNER represents and warrants to CLARAWORLDMEDIA TV that it has the right and authority to grant all exploitation rights in connection with the Content for the Territory under these Terms and that there are no claims, liens, encumbrances, limitations, reversions, restrictions or rights of any nature in or to the Content, which will limit, impair, or interfere with the rights of CLARAWORLDMEDIA TV. PARTNER warrants that it owns or has obtained all necessary rights and clearances with regards to any third-party rights holders including, without limitation, authors, directors, producers, actors, artists-performers or executors, technicians and, in general, from anyone who has participated directly or indirectly to the creation of the Content and/or from any third party that may be entitled to claim any right on the Content as required to respect its obligations, exercise its rights, and grant licenses according to these Terms and as such, releases CLARAWORLDMEDIA TV from any claim or action arising from any third party during the exploitation of such licensed rights. PARTNER represents and warrants that, as an essential condition, the Content, metadata, any data provided by PARTNER, PARTNER’s username, and any images provided by PARTNER, if any, do not: (i) breach any Intellectual Property Rights of any third parties, (ii) constitute Prohibited Content and/or (iii) violate any applicable Laws. In the case of CLARAWORLDMEDIA TV’s good faith suspicion of PARTNER’s breach, alleged breach or actual breach of any material obligations and/or warranties under the Terms, CLARAWORLDMEDIA TV shall be free to (i) stop all payments to PARTNER with regards to the Video Monetization Feature unduly generated to the benefit of the PARTNER in regards to such Content, (ii) to terminate the PARTNER’s subscription to the Video Monetization Feature and/or the Website Monetization Feature and/or (iii) to terminate immediately the Terms without further compensation or payment of PARTNER Program Revenues generated by that particular PARTNER Account or PARTNER Sub-Account. PARTNER agrees to notify and forward to CLARAWORLDMEDIA TV as soon as possible any action, claim or complaint relating to the Content hosted on the PARTNER Accounts. By applicable laws, CLARAWORLDMEDIA TV may take down any illegal Content hosted on the PARTNER Accounts after obtaining knowledge of it. PARTNER shall remain fully liable for such Content. PARTNER is solely responsible for any Content or other material that PARTNER posts, uploads, submits, Streams or distributes. Any Content that violates these Terms is subject to removal upon CLARAWORLDMEDIA TV becoming aware of such Content. PARTNER is prohibited from posting, uploading, submitting, Streaming or distributing Prohibited Content. PARTNER is responsible for taking steps to back up its Content, and CLARAWORLDMEDIA TV recommends that PARTNER routinely archive its Content. CLARAWORLDMEDIA TV disclaims any responsibility for deleted, lost, corrupted or inaccessible Content. 10.2.3. Common warranties related to the use of the PARTNER Program PARTNER undertakes (i) not to falsely increase the number of views, impressions or clicks associated with the Content and/or the Third Party Video(s) directly or indirectly, automatically or manually, and (ii) not to authorize or encourage any third party including offering any financial incentive to do the same. In the event of the good faith suspicion of a false or fraudulent increase as defined in Section 10.2.3., CLARAWORLDMEDIA TV may, without any justification, (i) withhold payment of the falsely generated PARTNER Program Revenues, (ii) terminate the PARTNER’s subscription to the Video Monetization Feature and/or the Website Monetization Feature and/or (iii) immediately terminate the subscription of PARTNER to the PARTNER Program without compensation to PARTNER or payment of the falsely generated PARTNER Program Revenues and without waiver or prejudice of any other of CLARAWORLDMEDIA TV’s rights or remedies. PARTNER acknowledges that CLARAWORLDMEDIA TV is authorized to provide the information and personal data about PARTNER to relevant authorities upon a valid request from such authorities. 10.2.4 Clearance of Exploitation Rights PARTNER represents and warrants, concerning the Content, that it will procure and maintain during the term all third-party rights and licenses, which inure or may inure to the benefit of any third-party rights holders including, without limitation, authors, artists, artistic directors, composers and producers and more generally to any rightful beneficiary of such rights. CLARAWORLDMEDIA TV shall be responsible for paying royalties to collecting societies dedicated to authors for the viewing of the Content and of Third Party Video(s) on the CLARAWORLDMEDIA TV Properties, which will be paid by CLARAWORLDMEDIA TV by collective management agreements CLARAWORLDMEDIA TV may have entered into for this purpose, if any. 10.2.5. Warranties about Processing of Personal Data PARTNER shall not, directly or indirectly, collect or otherwise process any personal information, whether directly identifiable or indirectly identifiable, about end-users accessing Content on the CLARAWORLDMEDIA TV Service ("Personal Data"). Any requests received by PARTNER from such end-users for Personal Data related to the CLARAWORLDMEDIA TV Service shall be transmitted by PARTNER to CLARAWORLDMEDIA TV (via email to tvp@claraworldmediatv.com or any other email address which CLARAWORLDMEDIA TV may specify in the future) as soon as is reasonably feasible but in any event no later than 8 (eight) days following receipt of such request. 10.3. Indemnity PARTNER agrees, at its own expense, to indemnify, hold harmless and, at CLARAWORLDMEDIA TV’s option, defend CLARAWORLDMEDIA TV and its Affiliates from and against any third party claims relating to losses, claims, damages, liabilities, judgments, settlements or costs and expenses (including lawyers’ fees and expenses from litigation), associated with or arising out of (i) CLARAWORLDMEDIA TV's and/or its Affiliates’ exploitation of the Content as specified herein; (ii) PARTNER’s use of the CLARAWORLDMEDIA TV Service and the tools, features and functionality of the PARTNER Program (including but not limited to the Video Monetization Feature and the Website Monetization Feature) contrary to the provisions contained herein; (iii) the infringement of any third party Intellectual Property Rights arising from the use of PARTNER’s Marks by CLARAWORLDMEDIA TV and/or its Affiliates; and/or (iv) any breach by PARTNER of PARTNER's representations and warranties contained herein. Section 11: LEGAL DISCLAIMERS & LIMITATION OF LIABILITY PARTNER agrees that subject to CLARAWORLDMEDIA TV’s representations and warranties hereunder, the PARTNER’s use of the CLARAWORLDMEDIA TV Service and the PARTNER’s Account shall be at the PARTNER’s sole risk and liability. In this regard, PARTNER is solely responsible for (i) its use of the CLARAWORLDMEDIA TV Service and more specifically for the Content it stores and makes available to the Public through the CLARAWORLDMEDIA TV Service (ii) and the protection of its computer hardware against any virus or interruption. CLARAWORLDMEDIA TV shall not be held responsible in any case for (i) any malfunctions, inherent to the nature of the Internet, in the access and/or the use of the CLARAWORLDMEDIA TV Service, (ii) or any default of its obligations caused by force majeure or an unintentional cause. Unless otherwise stated in the Terms, CLARAWORLDMEDIA TV does not grant any guarantee of any kind to PARTNER, whether expressly or implicitly, in any area, including and in particular any guarantee of fitness for a particular purpose. PARTNER acknowledges and agrees that (i) CLARAWORLDMEDIA TV is not a pay-per-view audio-visual media but a web hosting service provider and that, (ii) CLARAWORLDMEDIA TV is not required to perform any prior monitoring of the Content hosted through the CLARAWORLDMEDIA TV Service, or to search for facts or circumstances revealing illegal activities according to applicable law. PARTNER acknowledges and agrees that the CLARAWORLDMEDIA TV Service, in whole or in part (including, without limitation, the look and feel, the thematic channels, the functionality, and/or the Video Player), on and through which the Content will be distributed and the Third Party Videos are provided “AS IS” without warranty, provided that CLARAWORLDMEDIA TV may enhance, modify and update the CLARAWORLDMEDIA TV Service at its sole discretion. Furthermore, PARTNER acknowledges and agrees that CLARAWORLDMEDIA TV is not responsible for any data related to Third Party Video(s) provided by their relevant owners, such as the video title, description, category, etc. For the sake of clarity, PARTNER shall not be entitled to request any modification to the CLARAWORLDMEDIA TV Service. CLARAWORLDMEDIA TV shall be entitled to at any time discontinue and/or deactivate any of the features or tools provided within the scope of the CLARAWORLDMEDIA TV Service, and PARTNER’s only recourse shall be to stop using the CLARAWORLDMEDIA TV Service. The Parties agree that the Content and/or Third Party Video(s) available for embedding through the Video Player may include In-stream Advertising wherever such Content and/or Third Party Video may be embedded. PARTNER further acknowledges and agrees that CLARAWORLDMEDIA TV makes no representations concerning the volume of advertising inventory available on, and/or the volume of advertisements delivered about the Content and/or Third Party Videos. Furthermore, CLARAWORLDMEDIA TV makes no warranties concerning a minimum total amount of PARTNER Program Revenues to be earned by PARTNER during the Term. Furthermore, PARTNER agrees that CLARAWORLDMEDIA TV reserves the right to at any time turn off the monetization of PARTNER’s Content, meaning CLARAWORLDMEDIA TV reserves the right to not associate any In-stream Advertising with PARTNER’s Content via the Video Player. Without prejudice to any of its obligations in these Terms, CLARAWORLDMEDIA TV, its Affiliates, and their respective officers, directors, employees, agents, vendors and suppliers (the “DM Parties”) disclaim all warranties of any kind, either expressed or implied, including but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement to the fullest extent permissible under applicable law. The DM Parties make no warranty or representation that the CLARAWORLDMEDIA TV Service, in whole or in part, will be uninterrupted, error-free or secure, provided that the CLARAWORLDMEDIA TV Site will generally be available 24 hours a day, 7 days a week, except during any scheduled or unscheduled interruptions, for maintenance needs or cases of Force Majeure. PARTNER acknowledges and agrees that CLARAWORLDMEDIA TV is not liable for any interruptions, and PARTNER waives any claim and/or lawsuit against CLARAWORLDMEDIA TV for this reason. Nothing in the Terms shall exclude or limit CLARAWORLDMEDIA TV's liability for losses, which may not be lawfully excluded or limited by applicable law. Subject to this overall provision above, CLARAWORLDMEDIA TV shall not be liable for (a) any indirect or consequential losses, which may be incurred by PARTNER. This shall include; (i) any loss of profit (whether incurred directly or indirectly); (ii) any loss of goodwill or business reputation; (iii) any loss of opportunity; or (iv) any loss of data suffered; (b) any loss or damage which may be incurred as a result of: (i) any reliance placed by PARTNER on the completeness, accuracy or existence of any Advertising, or as a result of any relationship or transaction between PARTNER and any advertiser or sponsor whose advertising appears on the CLARAWORLDMEDIA TV Service; (ii) any changes which CLARAWORLDMEDIA TV may make to the CLARAWORLDMEDIA TV Service, or for any permanent or temporary cessation in the provision of the CLARAWORLDMEDIA TV Service (or any features within the CLARAWORLDMEDIA TV Service); (iii) the deletion of, corruption of, or failure to store, any Content and other communications data maintained or transmitted by or through PARTNER’s use of the CLARAWORLDMEDIA TV Service; (iv) PARTNER’s failure to provide CLARAWORLDMEDIA TV with accurate account information (v) PARTNER’s failure to keep its password or PARTNER Accounts details secure and confidential. The limitations on CLARAWORLDMEDIA TV's liability to PARTNER in this Section shall apply whether or not CLARAWORLDMEDIA TV has been advised of or should have been aware of the possibility of any such losses arising. Section 12: CONFIDENTIALITY The Parties shall each keep all the information exchanged for the performance and acceptance of the Terms (including any terms contained in the Terms) and their subject matter confidential and agree not to disclose such information, including, without limitation, documents and information related to products, clients, strategy, development, financial, business practices, to any third parties except as necessary to any business and legal representatives or as necessary to perform the obligations under the Terms or as required by any law, stock exchange rule, regulation, court order or governmental agency, in which event the relevant Party shall so notify the other as promptly as reasonably practicable (and if possible before making any disclosure) and shall use its reasonable endeavours to seek confidential treatment of such information. Section 13: DURATION AND TERMINATION 13.1. The Terms shall enter into effect on the date of their acceptance by PARTNER and shall continue until terminated as defined herein. The time from the date of the acceptance of the Terms by PARTNER until the termination date of these Terms shall be referred to as the “Term.” 13.2. It is agreed between the Parties that either Party may terminate PARTNER’s subscription to the PARTNER Program at any time by sending an email to: • The email address given by PARTNER in its PARTNER Master Account information, if termination is by CLARAWORLDMEDIA TV. • The email address endp@claraworldmediatv.com, if termination is by PARTNER or any other email address which CLARAWORLDMEDIA TV may designate from time to time. The effective date of termination of PARTNER’s membership in the PARTNER Program will be the last calendar day of the month in which the termination notice was given; meaning that after this date PARTNER will no longer benefit from any of the tools or features of the PARTNER Program, or accrue any PARTNER Program Revenues. PARTNER will continue, for administration purposes only, to have access to its PARTNER Account for 60 (sixty) days following the effective termination date. 13.3. Either Party may terminate these Terms, without liability to the other Party, by notice to the other Party with immediate effect if: 1. the other Party is in material breach of any of its obligations under these Terms and, if the breach is capable of cure, fails to remedy the breach within fifteen (15) days of receiving notice to do so (unless a shorter cure period is specifically provided elsewhere in this agreement); or 2. Any material step is taken with a view to the other Party ceasing to carry on business, or going or being put into receivership, administrative receivership, administration, bankruptcy, liquidation or any equivalent process in any relevant jurisdiction. 13.4. Within 60 (sixty) days of the effective termination date, if (i) PARTNER has filled in all mandatory information necessary for payment through the online interface of the PARTNER Master Account, (ii) PARTNER has accepted the corresponding self-billing authorization, and (iii) all outstanding PARTNER Program Revenues accrued in the PARTNER Account until the effective termination date equal at least $100, then CLARAWORLDMEDIA TV shall generate an invoice on the PARTNER’s behalf and in the name of the PARTNER, and pay to PARTNER such outstanding PARTNER Program Revenues accrued in the PARTNER Account. 13.5. Notwithstanding the foregoing, CLARAWORLDMEDIA TV may terminate, immediately and at any time, PARTNER’s access to some of the different features provided in the scope of the PARTNER Program (for all or part of the PARTNER Accounts), and PARTNER’s membership in the Partner Program, for any reason. For the sake of clarity, if PARTNER does not agree to part or all of the terms and conditions applicable to a specific feature or to the PARTNER Program as articulated herein, PARTNER’s only recourse is to stop using the CLARAWORLDMEDIA TV Service. 13.6. Immediately upon the effective termination date of these Terms, or upon the termination of a particular PARTNER Sub-Account, the PARTNER Accounts or specific PARTNER Sub-Account (as the case may be) shall cease to be registered to the PARTNER Program and shall not benefit from any provisions of the Terms including but not limited to the revenue payment terms, promotion of the Content, etc. For the sake of clarity, PARTNER’s Content shall remain on the CLARAWORLDMEDIA TV Service until PARTNER removes such Content from the CLARAWORLDMEDIA TV Service, and therefore PARTNER shall continue to respect the CLARAWORLDMEDIA TV Policies until PARTNER removes the Content hosted on the Service. 13.7. Any termination of PARTNER’s subscription to the PARTNER Program shall be without prejudice to any other rights or remedies a Party may be entitled to under those contracts or at law and shall not affect any accrued rights or liabilities of either Party or the coming into or continuance in force of any provision of those contracts which is expressly intended to come into or continue in force on or after such termination. Section 14: MISCELLANEOUS 14.1. The Terms shall be binding upon and shall inure to the benefit of the Parties and their assigns for the duration of the rights of the Terms. Neither Party may assign, transfer or otherwise delegate its rights and/or obligations hereunder to any person without the consent of the other Party; provided, however, that no consent shall be necessary (a) from PARTNER for an assignment to any CLARAWORLDMEDIA TV Affiliate and (b) either Party may, without the consent of the other Party, assign these Terms as a result of a merger, acquisition or similar change of control transaction. 14.2. By acceptance of the Terms, PARTNER expressly acknowledges and agrees to be bound by all CLARAWORLDMEDIA TV Policies. The CLARAWORLDMEDIA TV Policies may be updated from time to time, the newest version of which shall always be accessible from the home page of the CLARAWORLDMEDIA TV Site; if PARTNER disagrees with such modifications, PARTNER’s recourse shall be to stop using the CLARAWORLDMEDIA TV Service. In the event of any conflict between the CLARAWORLDMEDIA TV Policies and these Terms, these Terms shall control. 14.3. The Parties agree that CLARAWORLDMEDIA TV shall be deemed to be a passive website that is based solely in Paris, France and over which personal jurisdiction cannot be obtained, either specific or general, in any jurisdiction other than Paris, France. The Parties agree that these Terms and their interpretation and validity, and any disputes arising from these Terms, shall be governed by substantive Laws of France, applicable to contracts made and to be performed therein and without reference to its conflicts of laws, rules that would result in the application of the laws of another jurisdiction. The Parties also agree that any claim or dispute arising out of or relating in any way to these Terms shall be decided exclusively by a civil court of competent jurisdiction located in Paris, France and both Parties irrevocably consent to the personal and exclusive jurisdiction of any such court. 14.4. If either Party defaults in its obligations under these Terms and such default is a result of a Force Majeure event, meaning any act or event beyond its reasonable control including, but not limited to, acts of God, accident, terrorism, fire, flood, storm, riot, war, sabotage, explosion, strike, lockout, labour disturbance, national defence requirement, government action, state, ordinance, rule or regulation, inability to obtain or curtailment of electricity or other types of energy, raw material, labour, component products or transportation, failure of normal sources of supply, or any similar contingency that would make timely performance by such Party commercially impracticable, the defaulting Party shall not be liable to the other Party for such default so long as such Force Majeure event is in effect; provided that the defaulting Party takes commercially reasonable efforts to mitigate the effects of such Force Majeure event.. 14.5. Both Parties have entered into the Terms as independent contractors, both legally and financially. The Terms shall accordingly in no way constitute a joint entity, agency relationship, joint venture corporate partnership or any relationship of an employer and employee as between the Parties nor shall either Party hold themselves out as being part of such an entity or relationship. Except as provided under these Terms, neither Party shall have the right or authority, express or implied, to assume or create any obligation on behalf of the other Party and neither Party shall misrepresent its authority to any third party. Except as provided under these Terms, neither Party shall have the authority to enter into any contract or commitment in the name of, or on behalf of the other Party, or to bind the other Party in any respect whatsoever. 14.6. If one or more provisions of the Terms are considered to be invalid as such or because of the application of a law, regulation, or the decision of a competent body having jurisdiction, it will be treated as not forming part of the Terms and all other conditions will remain in force. However, if the invalidity or unenforceability of any provision of the Terms should affect the legal and/or economic balance of the Terms, the Parties agree to negotiate in good faith the substitution of such provision with a valid provision as legally and economically similar as possible. 14.7. The Terms shall constitute the entire agreement and understanding between the applicable Parties concerning all matters which are referred to in the Terms and the subject matter of the Terms and shall supersede any previous agreements, letter of intent, prior drafts, undertakings, representations, warranties and arrangements of any nature whatsoever (whether or not in writing) between those Parties in connection with the subject matter of the Terms. 14.8. In the event of translations of the Terms, it is agreed by the Parties that the English version of the Terms will prevail in any event, even if CLARAWORLDMEDIA TV provides such translation. Section 15: AMENDMENT OF THE TERMS CLARAWORLDMEDIA TV may revise the Terms from time to time and the most current version will always be posted in a dedicated area of the CLARAWORLDMEDIA TV Properties. PARTNER should review the Terms regularly. Amendments to the Terms will not apply retroactively and will become effective seven (seven) days after posting. However, specific amendments to new functionality or legal amendments will be effective immediately upon notice. CLARAWORLDMEDIA TV may also in its sole discretion notify PARTNER of material changes to the Terms by emailing the PARTNER with the new Terms to the email address associated with the PARTNER Master Account. By not terminating its subscription to the PARTNER Program after amendments become effective, PARTNER implicitly agrees to be bound by the amended terms. If PARTNER does not agree to the new terms, the PARTNER’s only recourse is to terminate its subscription to the PARTNER Program. THE PARTNER’S FAILURE TO TERMINATE its subscription to the PARTNER Program FOLLOWING THE EFFECTIVE DATE OF THE AMENDMENTS TO THE TERMS WILL CONSTITUTE BINDING ACCEPTANCE OF ALL AMENDMENTS. Last updated on 10.10.2020 ...