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Submitter/You ("Licensor") grant Evidence Group Inc. ("Licensee") an exclusive license for the Term outlined below to all the rights held by Licensor including, but not limited to, the right to use, alter, change, modify, add to, subtract from, rearrange, and/or to exhibit, broadcast, distribute, reproduce, license others (sub-license) the same rights and give permissions to reproduce and distribute, advertise, publish and otherwise exploit the submitted works ("the Evidence") by any and all methods, means or platforms, whether now known or hereafter discovered, in any manner and in any and all media throughout the universe, for any purpose whatsoever, as Licensee in its sole discretion may determine to monetize the Evidence.
Full and complete consideration to Licensor for all of the rights granted to Licensee hereunder, Licensee shall consider the Evidence for inclusion in Licensee’s compilations and other original productions, and strategize monetary avenues for the Evidence.
Licensee shall provide all funding and technical expertise for the monetization of the Evidence. Licensee makes no guarantee regarding the amount of revenue Licensor may receive, if any. Licensee has no obligation to use the Evidence. Licensor agrees that Licensee has the right to monetize the Evidence, and the exclusive right to monetize any and all unauthorized postings of the Evidence, on any online platform including YouTube, Facebook, or other social media. Licensor shall upload the best quality video file available to Licensee’s server and add a line to any site where Licensor has previously posted the Evidence, stating: “For licensing or usage, contact: inquire@evidencebanc.com”. Licensee may require a change to this line at any time. Licensor shall not otherwise edit the description, title, length, audio, add text overlays or ads to, or modify the Evidence in any other way without the written approval of Licensee. Licensor represents and warrants that the Licensor has the full legal right, power, and authority to grant Licensee the rights provided herein, that it owns or controls the rights to the Evidence for the purposes contemplated in this Agreement, and that neither the Evidence nor the exercise of the rights granted herein shall infringe upon or violate the right of privacy or right of publicity of, or constitute libel or slander against, or violate in common law or any other right, of any person or entity. Furthermore, Licensor has not, nor will they in the future, enter into any other agreement with any other party regarding these rights nor will they authorize any other party to exercise any right including, but not limited to, the right to monetize the Evidence on YouTube, Facebook, or other social media, or take any action that impairs the rights granted to the Licensee.
Perpetual.
Licensee will pay to Licensor 60% of Net Revenue received from the Evidence (the “Payment(s)”). Licensee shall process the Payment to Licensor within fifteen (15) business days after the sale of The Evidence. If the Evidence is never sold, then no Payment will come due. Licensee will have no obligation to make any Payments which are reasonably suspected by Licensee, in its sole discretion, to have resulted from fraudulent, misleading or false activities by Licensor. Licensee shall not be responsible for any Payments to Licensor for revenue earned in connection with the Evidence but not received by Licensee for any reason (for example, due to non-payment, or where Licensee does not receive adequate reporting so as to enable Licensee to assign revenue). Licensor may choose to be paid via Wise (the “Payment Method”). Any electronic bank transfer fees will be deducted from the Licensor’s Payment prior to sending. Licensor agrees to provide Licensee all the necessary and accurate information required to process the Payment (the “Payment Details’) via their preferred Payment Method. If Licensor fails to provide Payment Details to Licensee within ninety (90) days of the execution of this Agreement or the expiration of provided Payment Details, Licensor will forfeit the outstanding Payment balance to Licensee. If after ninety (90) days Licensor updates Payment Details, Licensee will make Payments to the Licensor in accordance with the above terms for Net Revenue earned for the period after Payment Details are updated. Licensor further understands that Payments may be subject to withholding tax which will be paid on behalf of Licensor to the appropriate tax authority.
Licensee shall provide Licensor with an accounting of Payments, in a format chosen by Licensee, upon request.
If Licensee fails to abide by the obligations of this Agreement, including the obligation to make Payments when required under the terms of this Agreement, Licensor shall have the option to cancel this Agreement by providing thirty (30) days written notice to Licensee. Within the thirty (30) day notice period, Licensee shall have the option of preventing the termination of this Agreement by taking corrective action that cures the default. If Licensor defaults, Licensee may cancel this agreement or cure said default out of the Payments.
This Agreement shall be binding on any successors of the parties. Licensee shall have the right to transfer its License to the Evidence to a third party. Any third party Licensee shall assume the same responsibilities, including the Payments, to the Licensor as Licensee has agreed to herein.
The Licensor acknowledges and agrees that Licensee is not making any guarantees with regard to the amount of revenue or fee, if any that will be generated by the Evidence. The Licensor agrees that any decision regarding the monetization of the Evidence is binding upon Licensor. Licensor agrees that it will not make any claim or bring any action against Licensee, whether in law or equity, or otherwise based upon or arising from, in whole or in part, any claim that Licensee has not properly exploited the rights or that more revenue or fees could have been earned than were actually earned by the exploitation of the rights.
Each party shall indemnify and hold the other harmless for any losses, claims, damages, awards, penalties, or injuries incurred by any third party, including reasonable attorney’s fees, which arise from any alleged breach of such indemnifying party’s misrepresentations and warranties made under this Agreement, provided that the indemnifying party is promptly notified of any such claims. The indemnifying party shall have the sole right to defend such claims at its own expense. The other party shall provide, at the indemnifying party’s expense, such assistance in investigating and defending such claims as the indemnifying party may reasonably request. This indemnity shall survive the termination of this Agreement. Termination or expiration of this Agreement shall not extinguish any of the Licensee’s or Licensor’s obligations under this Agreement including, but not limited to, the obligation to make Payments which by their terms continue after the date of termination or expiration. Furthermore, any licenses granted by Licensee prior to termination of this agreement shall survive termination.
Licensor hereby irrevocably appoints Licensee as its attorney in fact in order to do whatever Licensee deems necessary to perform the terms of this agreement including, but not limited to, copyright related actions, namely, the right to prosecute any and all claims from the past, present, and future use of the Evidence by unauthorized third parties. Licensee hereby agrees that any settlements reached with third parties will include a fair market rate payment to Licensor for the unauthorized use to be paid under the terms expressed throughout this agreement.
Licensor acknowledges that the terms and provisions of this Agreement are confidential in nature and agrees not to disclose the content or substance thereof to any third parties, other than Licensor's respective attorneys and accountants, or as may be reasonably required in order to comply with any obligations imposed by this Agreement. Licensor acknowledges that any unauthorized disclosure, statement, or publicity may subject Licensee to substantial damages, the exact amount of which are extremely difficult and impractical to determine, and such unauthorized disclosure shall subject Licensor to legal liability (including an injunction to prevent further disclosure).
This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.
If any provision of this Agreement is illegal and unenforceable in whole or in part, the remainder of this Agreement shall remain enforceable to the extent permitted by law.
The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.
