Indie Rooftop Non-exclusive Digital Licensing Agreement
Effective Date: Upon submission of content through Indie Rooftop’s designated form or platform.
This legally binding agreement ("Agreement") is entered into by and between you ("Licensor") and Imagine a Rose, LLC, a Delaware limited liability company doing business as Perfect 10 Pictures, operating the Indie Rooftop® platform ("Indie Rooftop").
By submitting content and checking the acceptance box, you agree to the following terms:
Licensor hereby grants Indie Rooftop a non-exclusive, worldwide, sublicensable, revocable (per Section 4.2), and fully paid license to:
Host, stream, display, distribute, and monetize the submitted content (“Licensed Content”) via Indie Rooftop platforms, including FAST channels, VOD, and syndication partners;
Use promotional clips, stills, titles, metadata, and associated trademarks for platform marketing and editorial purposes;
Insert pre-roll, mid-roll, post-roll, and sponsorship advertising at Indie Rooftop’s sole discretion.
After termination, Indie Rooftop may retain non-public archival copies for compliance, backup, recordkeeping, or limited promotional purposes (e.g., platform retrospectives, trailers). No new monetization shall occur post-termination.
Licensor represents and warrants that:
You own or control all necessary rights in the Licensed Content, including music (sync, master, mechanical, performance), visuals, and likeness rights;
The Licensed Content is cleared for worldwide distribution and monetization;
The Licensed Content is free of viruses, malware, spyware, and unlawful or defamatory material;
It does not infringe the rights of any third party, including copyright, trademark, privacy, or publicity rights;
You are at least 18 years old and authorized to enter this Agreement.
You will receive 90% of Net Revenues generated by your Licensed Content. “Net Revenues” means gross receipts less the following actual, reasonable expenses:
Hosting, bandwidth, platform, and CDN fees;
Advertising sales commissions and processing fees;
Licensing, syndication, and technical distribution costs.
Payments are issued quarterly, within 45 days of each calendar quarter’s end, subject to:
A $50 minimum payout threshold;
Submission of valid electronic payment and tax information (e.g., PayPal, ACH, W-9).
Licensor is solely responsible for tax reporting and payment. Indie Rooftop may issue applicable forms (e.g., 1099).
This Agreement is effective from the date of submission and continues until terminated as outlined herein.
Licensor may request content removal with 90 days’ written notice. If content is part of an ongoing campaign or syndication deal, removal may be deferred for up to 120 days, or until the applicable third-party term ends, not to exceed 180 days total.
Indie Rooftop may remove or demonetize content at its sole discretion, including for policy violations, legal exposure, or brand safety issues.
Following termination, Indie Rooftop may retain archival copies for compliance and limited promotional purposes, but will cease monetization.
Licensor grants Indie Rooftop full discretion over monetization methods, ad formats, content positioning, and editorial context.
Content is subject to brand safety evaluations. Indie Rooftop may limit or exclude content from ad-supported distribution based on suitability.
To protect platform distinctiveness, Licensor agrees not to license content with a substantially similar branding or formatted concept (e.g., “Indie rooftop music showcases” designed for commercial distribution on VOD or FAST platforms) to a competing digital distributor during the Term.
Note: This restriction does not prevent filming on rooftops for unrelated projects.
Licensor certifies that all elements of the Licensed Content are cleared for global distribution, including music, visuals, and third-party appearances.
Indie Rooftop complies with the Digital Millennium Copyright Act (DMCA). If content is removed pursuant to a takedown notice:
A valid counter-notice may trigger restoration unless legal action is filed within the statutory period.
Revenue may be withheld during dispute resolution.
Licensor agrees to provide cue sheets, clearances, or rights documentation within 10 business days upon request.
Licensor consents to the use of automated tools (e.g., AI-based content identification) to enforce rights or policy compliance.
Licensor shall defend, indemnify, and hold harmless Indie Rooftop and its affiliates from any claim, liability, or legal expense arising from:
Breach of this Agreement;
Alleged infringement or misappropriation of third-party rights;
Content-related defamation, illegality, or malware.
Indie Rooftop may assume the defense with your cooperation.
To the fullest extent allowed by law, you waive moral rights and agree not to assert claims based on editorial or contextual use of your content.
Indie Rooftop’s liability is limited to the amount paid to Licensor in the 12 months preceding the claim. No liability for indirect or consequential damages.
Indie Rooftop may update features, monetization methods, or distribution partners without notice or liability.
Licensor may receive basic performance analytics at Indie Rooftop’s discretion. All backend data and user behavior analytics remain proprietary.
All disputes shall be resolved by confidential, binding arbitration in Los Angeles County, California, under JAMS rules.
No class actions or injunctive relief shall be permitted. Each party bears its own legal costs.
This Agreement constitutes the entire understanding between the parties.
No oral or side agreements shall apply.
Indie Rooftop may update this Agreement with written notice; continued use constitutes acceptance.