1. We don’t want to secretly post stuff to your account without you knowing
The social media accounts clause has nothing to do with some secret posting agenda. First, even if you granted us that power via this clause, it would be a violation of the terms of service for all social media platforms. But forget about that, because this clause has nothing to do with that. It’s about features we haven’t yet implemented around supplemental content. Eventually, we want to enable you to manage elements of your social media strategy in our platform and we need your permission here in order to do what you ask when we implement those features.
2. We don’t want to sublicense your content in the sense you’re worried about
We use third-party partners to do a variety of things with your content. For example, we stream your content via Brightcove, and they require us to license to them the right to stream that content. So, this is clause has nothing to do with us turning around and licensing your content for use in another context without your permission. It is just about enabling us to legally do the things we need to do to perform our function as Seeka TV.
3. You’d like our side to be non-transferrable
We can’t do that. We’re a startup that may one day be acquired by another company. If our agreements were all non-transferrable, that would require us to go to each creator and re-negotiate new contracts. That’s not scalable and it would make us less attractive to a potential acquirer.
4. What about that indemnification clause?
This is the only clause in the agreement where we’re actually being kind of difficult. The reason for this asymmetric indemnification clause is because of the asymmetry of risk. There isn’t much we could do wrong that would lead a third-party to come after you. But there’s a lot of little things you could do that might lead a third-party to sue us. The biggest example is you violating the copyright of a third-party. We’re relying on your assurances that you actually own everything we’re looking at. If, in fact, you are violating someone’s copyrights, they’ll probably go after us because we’re the “big” company and you’re an individual. The reverse isn’t true.
5. Yes, we can change the agreement whenever we want
As noted earlier, this agreement is designed to be a simple click-through agreement, but we don’t have the functionality in place to support that. As with all click-through agreements, we can make a change and then require you to click-through and accept those changes. But if we do, we’ve put in protections to make it difficult for us to sneak change in. Our particular concern is to protect you against the acquisition scenario: we’ve sold to some evil company that tries to sneak in some ugly clause at some point. By design, no changes take effect (except for revenue changes in your favor) until you’ve signed a new copy of the agreement or clicked through on a new agreement. MAKE SURE YOU READ ALL CHANGES BEFORE YOU SIGN OR CLICK THROUGH. Especially if it’s a change after an acquisition event.
6. An example of a change we’ve made
The geoblocking clause is the most significant change we’ve made to the agreement since version 1. It’s a good example of why we need to make changes for time to time. We came out with new functionality and we wanted to encode in our agreement the right of creators to geoblock because having it in the agreement enabled them to comply with other third-party agreements.
7. What if Seeka TV does some/all of the things we say we’re not going to do?
The beauty of this agreement is that if either party starts doing “asshole things”, the other party can just terminate the agreement and ALL rights granted the offending party. That makes it possible for us to create a simple, short agreement without having to cover every possible corner case. If we do something you don’t like? Terminate the agreement.