Authors Terms and Conditions
CONTENT PROVIDER AGREEMENT
This Agreement (the “Agreement”) is entered into as of the day you sign up as instructor to the platform (the “Effective Date”), by and between Dance Demy Ltd. a company duly incorporated under the laws of Israel, having its registered offices at 19 Yehuda Halevy St., Kiryat Shmone, Israel 1157219 (“Dance Demy”); and you, an instructor that wish to use the platform for selling your content (“Content Provider”). Each of Dance Demy and Content Provider shall be referred to herein individually as a “Party”, and collectively as the “Parties”.
|WHEREAS||Dance Demy has developed a unique application for portraying dance sessions through mobile platforms (the “Application”);|
|WHEREAS||Content Provider desires to create its own unique content and market it through the Application to potential users;|
NOW, THEREFORE, the Parties do hereby agree as follows:
- Preamble and Appendices
The Preamble and Appendices attached to this Agreement form an integral part hereof.
- The Application
An Innovative online dance learning application, based on computer vision and Artificial Intelligence technology, which automatically provides feedback and guidance for better performance – without human intervention! Dance Demy’s algorithm, the MODELYSER, is based on an endless database of dancing courses uploaded by professional instructors. The MODELYSER learns from all the different instructors that upload the same movement and creates the most accurate model, which then compares to the student’s uploaded video and give the potential dancers professional feedback based on the MODEL. This process allows Dance Demy to identify and provide feedback for any movement in any angle, anywhere, as well as for any body type.
- The Content
- The Content Provider will prepare and upload content to the Application, in accordance with the specifications set forth in Appendix A hereto (the “Content”).
- Dance Demy will then review the Content, and subject to its approval, at Dance Demy’s sole discretion, the Content will be available for marketing to end users using the Application.
It is understood that any Content uploaded to the Application shall be reviewed by Dance Demy, to ensure, amongst the rest, that the quality of the Content is sufficient for the Application, that the Content complies with the required professional standard and that the Content is not offensive, racist, hateful, sexist, pornographic, false, misleading, incorrect, infringing, defamatory, libelous or otherwise inappropriate; and only such Content which is approved by Dance demy will be made available on the Application.
- Content Provider shall be responsible for the all Content uploaded by him and, in connection therewith, hereby represents and warrants, as follows:
- Content Provider owns or has the necessary licenses, rights, consents, permissions, and authority to authorize Dance Demy to use the Content as specified herein.
- The Content will not infringe or misappropriate any third party’s intellectual property rights.
- Content Provider owns or has the necessary licenses, rights, consents, permissions, and authority to use, and allow Dance Demy to distribute, any musical composition accompanying the dance session featured in the Content.
- The Content Provider shall not post or transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, or any other form of solicitation (commercial or otherwise) through the Application or to any user;
- The Content Provider shall not use the Application for business other than providing tutoring, teaching, and instructional services to end users;
- The Content Provider shall not engage in any activity that would require Dance Demy to obtain licenses from or pay royalties to any third party, including the need to pay royalties for the public performance of a musical work or sound recording.
- The License
Content Provider hereby grants Dance Demy a non-exclusive, royalty-free, transferable, sub-licensable, worldwide license to host, use, market, distribute, modify, run, copy, publicly perform or display, translate, and create derivative works of the Content. The aforementioned license may be terminated, at any given time, by deleting Content Provider’s Content or account.
- Pricing and Revenue Share
- When creating a course the Content Provider will be prompted to select a price for the course within the parameters set forth by the Application. The Application will suggest a recommended price for each course and the Content Provider may increase or decrease the recommended price by 25% in each direction, at Content Provider’s sole discretion.
- The Content Provider shall be entitled to a 25% revenue share from the revenue generated by its Content. This shall be paid within 30 days from the end of each month in which such revenue is generated, against the provision of tax invoices by Content Provider.
- Once the Content Provider has created more than 5 courses, the Content Provider will be entitled to a 30% revenue share from the revenue generated by any course uploaded above 5 (i.e., for the 6th course, 7th course, etc.).
- In order to receive its revenue share as aforesaid, the Content Provider must have an active PayPal account, to where the money will be paid.
- All payments to Content Providers shall be in US dollars and any transaction processing fees shall be deducted from such payments.
- In addition, as an incentive for the end users, the Content Provider shall be entitled to distribute 100 vouchers per course for free courses, each valid for one year, and 250 vouchers per course offering 50% off the price of the course.
- In some cases the end user shall be entitled to a refund of the price paid for the course. In such cases the Content Provider shall not be entitled to any payment regarding such course.
- The Content Provider will not be entitled to any reimbursement of any costs and/or expenses incurred in connection with this Agreement and the consideration above shall be the sole and exclusive consideration to which the Content provider shall be entitled to hereunder.
- The Compensation is inclusive of all applicable Taxes.
For the purposes herein, “Taxes” are defined as – all taxes, except value added taxes (VAT), applicable to the transaction contemplated hereunder or resulting therefrom, including, without derogating from the generality of the above, income taxes, profit taxes, withholding taxes and any other compulsory payment applicable under any applicable law.
- The Content Provider, as an independent contractor, acknowledges that it shall remain solely responsible and bear all Taxes, tax returns and reports to be paid or filed in connection with the revenue generated by the Content. If by any applicable law or rule there shall be withholding tax on any of the payments to be paid to Content Provider under this Agreement, such withholding tax shall be deducted from the above compensation to be paid to Content Provider hereunder.
- Limitation of Liability
TO THE EXTENT PERMITTED BY LAW, DANCE DEMY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, OR BUSINESS OPPORTUNITIES, OR PERSONAL INJURY OR DEATH), WHETHER ARISING IN CONTRACT, WARRANTY, TORT, PRODUCT LIABILITY, OR OTHERWISE, AND EVEN IF DANCE DEMY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES IN ADVANCE.
Content Provider shall indemnify, defend (if so requested), and hold Dance Demy harmless, including its officers, directors, suppliers, partners, and agents, from and against any third-party claims, demands, losses, damages, or expenses (including reasonable attorney fees) arising from (a) the Content posted or submitted, (b) Content Provider’s use of the Application, (c) Content Provider’s breach of this Agreement, or (d) Content Provider’s violation of any rights of a third party. The aforementioned indemnification obligation will survive the termination of this Agreement.
- This Agreement, together with its appendices, constitutes the entire Agreement and understanding between the Parties on the subject matter hereof. There are no letters of intent or other understandings, contracts, conditions, reservations, or representations, whether oral or written, of a date prior to the Agreement that are not superseded by the Agreement.
- This Agreement may not be modified except by a written instrument signed by a duly authorized representative of each Party hereto.
- The failure of either Party at any time to enforce any of the provisions of this Agreement or any right under this Agreement, or to exercise any option provided, will in no way be construed to be a waiver of the provisions, rights, or options, or in any way to affect the validity of this Agreement. The failure of either Party to exercise any rights or options under the terms or conditions of this Agreement shall not preclude or prejudice the exercising of the same or any other right under this Agreement.
- . Any disagreement or dispute between the Parties arising under, in connection to or in relation to this Agreement shall be resolved exclusively by the competent courts of Tel Aviv-Jaffa, and each Party hereby submits irrevocably to the exclusive jurisdiction of such courts.
IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the day and year set forth above.
Instructions for Video Shooting
- Plan ahead
You’ll need a short segment, possibly 30 seconds up to 3 minutes, depicting up to five movements. The movements can repeat as many times as you want, in whatever order you prefer. However, you should know in advance the exact order in which you are planning to demonstrate the movements.
- Choose the music track
To analyze your movements in three dimensions Dance Demy needs to get two or more spatial angles of the same movements. It is imperative that the movements will be performed as similar as possible. To help the system synchronize the movements, we request that you use the same music track for all video captures, and that the music will be heard as background music in all of them.
The music track should contain a distinguishable rhythm that will help you time your movements, as well as help the algorithm synchronize the video segments.
- Capture the base video
Please take note of the following:
- You can use a regular smartphone camera for capturing the video. However, you probably want to use a high-quality phone camera, as your video quality is an important factor in how students perceive you as an instructor.
- Use landscape orientation – the screen width should be larger than the screen height.
- Film in a lit room. Preferably capture the video with no audience and no mirrors. For a couple dance it is perfectly okay to capture both dancers together.
- Use a steady grip for the camera – do not film using a hand grip.
- The dancer(s) should be totally visible throughout the video segment. Do not film too far away from the dancer(s) – the figure(s) should occupy at least half of the video screen height.
- The room should have minimal background noise except for the background music track, which should be heard.
- Capture additional video(s)
Additional videos serve two purposes: (a) they help students understand dance movements by showing the instructor performing the dance from different angles, and (b) enable the Dance Demy machine vision algorithm to identify the three-dimensional pose of the instructor in each frame.
As an instructor, you know best which angles are most important for learning by students.
Following are some requirements by the Dance Demy machine vision algorithm:
- There should be at least one additional video captured from a different angle. You can have up to five additional videos.
- Each additional video should be captured between 45 to 315 degrees angle in relation to the other (base/additional) videos.
- There is no limitation on the camera height.
- As with the base video – film additional videos in landscape orientation, in a lit room with no mirrors or audience, using a steady grip. The dancer(s) should be visible throughout the video and occupy at least half of the video screen height.
- The music track should be heard as background music in each of the additional videos. You don’t need to start capturing additional videos exactly at the same time within the track – the algorithm will be able to identify this as long as it is not too far apart.
- Review video captures
Please review the base video and the additional videos to make sure they meet the abovementioned criteria.