The terms of this Content License Agreement (“Agreement”) apply to the social media account(s) and/or content that you (“Licensor” or “you”) are uploading (the “Licensed Footage”):
- Grant of License. Subject to the terms of this Agreement and throughout the term, you grant to us and our affiliates a perpetual, non-exclusive, sub-licensable, worldwide, fully paid up, royalty-free right and license to copy, publish, distort, alter, crop or manipulate the Licensed Footage; create any derivative work from the Licensed Footage; or incorporate the Licensed Footage an unlimited number of times in any and all media, across any and all distribution channels (whether now known or hereafter developed) (collectively, the “Producer Channels”), for all purposes other those expressly prohibited under this Agreement (the “License”).
- Credit.For any Producer Content that incorporates Licensed Content, Licensor will be given on-screen text credit. Any additional credits, including the size and placement thereof, shall be in Producer's sole discretion.
- Distribution.You understand and agree that Producer Content may be distributed across Producer Channels and the distribution channels of any affiliate and/or branded partner (the “Affiliate Channels” and together with Producer Channels, the “Distribution Channels”).
- Term.The term of this Agreement shall commence on the Effective Date and continue for 12 months (the “Initial Term”). Thereafter, this Agreement shall auto-renew on each yearly anniversary of the Initial Term unless terminated by either of us. Either of us shall have the right to terminate this Agreement with thirty (30) days written notice to the other party, for any reason or no reason; provided however that the decision to terminate may be granted or denied in Arm The Animal’s sole discretion. To the extent that Licensed Footage was incorporated into any Producer Content during the term, we shall have no obligation following the term to remove Licensed Footage from the Producer Content and we may continue in perpetuity to cause and permit the display of such Producer Content (i.e., incorporating such Licensed Footage).
Representations and Warranties.
5.1 You represent and warrant that the Licensed Footage, and our exercise of any license granted to us in Section 1 does not and will not: (a) infringe the rights of any third party, including without limitation any intellectual property rights, rights of publicity, rights of personality, rights of privacy, rights to payment of royalties, or any other rights of third parties not specifically identified in this Section 5.1; or (b) otherwise breach any applicable laws or regulations or relevant industry codes.
5.2 Pending or Potential Claims. You represent and warrant that, as of the Effective Date, you are not aware of any pending or threatened claims, suits, actions, or charges pertaining to the Licensed Footage, including without limitation any claims or allegations that any or all of the Licensed Footage infringe, violate, or misappropriate the intellectual property rights of any third party.
6.1Licensor’s Indemnification Obligation. Licensor must, at its own expense, indemnify, defend and hold harmless Producer, its Affiliates and each of their respective officers, directors, employees, representatives and agents (collectively, “Indemnified Parties”), from and against and in respect of any and all claims, liabilities, allegations, suits, actions, investigations, judgments, deficiencies, settlements, inquiries, demands or other proceedings of whatever nature or kind, whether formal or informal, (collectively, “Claim”), brought against an Indemnified Party, as well as from and against and in respect of any and all damages, liabilities, losses, costs, charges, fees and expenses, including without limitation reasonable legal fees and expenses, as and when incurred, relating to, based upon, incident to, arising from, or in connection with (a) a breach by Licensor of any of its representations, warranties or obligations in Section 5 of this Agreement; (b) any claim or allegation that the Licensed Footage (i) infringes in any manner any intellectual property rights or any other right of any third party; (ii) violates any law or regulation, or (iii) violates any rights of any person or entity, including without limitation rights of publicity, privacy or personality. Licensor agrees that it may not, without Producer’s prior written consent, enter into any settlement or compromise of any claim that results in any admission of liability or wrongdoing on the part of Producer or its Affiliate(s).
6.2 In respect of any claim made by Producer pursuant to Section 5.1 following a Claim (a) Producer will provide Licensor with written notice of such Claim promptly on becoming aware thereof; (b) Producer will provide Licensor with reasonable information, assistance and cooperation required to defend such Claim (at Licensor’s expense); and (c) Licensor shall have sole control of the defense and all related settlement negotiations, which it shall conduct without taking, or failing to take, any action which would be prejudicial to Producer without Producer’s prior written consent. Notwithstanding (a) in the foregoing sentence, failure of Producer to give Licensor notice of a Claim will not affect Licensor’s indemnification obligations.
- Limitation of Liability. NEITHER PARTY SHALL BE LIABLE TO TO THE OTHER OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR CERTAIN CATEGORIES OF DAMAGES.
- Intellectual Property.We acknowledge and agree that: (a) as between you, on the one hand, and us and our affiliates, on the other hand, you either own or are entitled to license all right, title and interest in the Licensed Footage; and (b) nothing in the Agreement confers in us or an affiliate any right of ownership in the Licensed Footage. For the avoidance of doubt, we shall retain a right of ownership in the Producer Content.
- Miscellaneous. This Agreement may be assigned by either party with express written consent of the other party. Notices given under this Agreement shall be in writing and delivered by e-mail to the addresses provided by the parties, and deemed given the next business day after sent. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. This is the entire agreement of the parties and supersedes all prior written and oral agreements between the parties with respect to the subject matter herein. This Agreement may be amended only in writing (e-mail) signed by the parties. If any term, provision or condition, or any part thereof, of this Agreement shall for any reason be held invalid or unenforceable by any court of competent jurisdiction, it shall not affect the remainder of such term, provision or any other term, and this Agreement shall survive and be construed as if such invalid or unenforceable term or provision had not been contained therein. This Agreement shall be governed by, and interpreted and construed in accordance with, the law of the State of New York, without regard to principles of conflict of laws. All disputes and controversies arising out of or related to this Agreement shall be exclusively in the state and federal courts situated in the State of New York, County of New York. All rights and remedies granted herein shall be in addition to other rights and remedies to which the parties may be entitled at law or in equity. The parties each agree to execute and deliver such other documents and to take such other actions as may be reasonably necessary in order to consummate or implement the purposes contemplated by this Agreement. This Agreement may be executed electronically or in two or more counterparts, each of which shall be deemed an original, but which together shall constitute one and the same instrument and shall be effective when one or more such counterparts have been signed by each party and delivered to the other party.
“Effective Date” means date submitted by you to us.
"Licensed Footage” means any still image, film or video footage, audio product, visual representation generated optically, electronically, digitally or by any other means, including any negatives, transparencies, film imprints, prints, original digital files, or any copies thereof, or any other product protected by copyright, trademark, patent or other intellectual property right, which is licensed to us by you under the terms of this Agreement. Any reference in this Agreement to the Licensed Footage shall be to each individual item within the Licensed Footage and also to the Licensed Footage as a whole.
“Producer Content” means an end product that has been created by or on behalf of us using independent skill and effort and that incorporates the Licensed Footage as well as other material.
“Producer” means The Arm The Animals, armtheanimals.com or “us."