CONTENT LICENSING AGREEMENT
You and We agree: This binding contract is referred to as “Agreement,” or “Contract.” You have read and understand and agree to all of it. You are at least 21 years of age. If You are submitting Content on behalf of any entity You represent and warrant that You have the authority to bind such entity to the Agreement. “Content” includes all forms of copyrightable works, including video, audiovisual works and recordings, sound recordings and music, musical compositions including lyrics, photographs (including bursts), drawings, graphics, artwork, literary material, writings (including electronic, texts, snaps, etc.), designs, inventions, ideas, concepts, pitches, and other intellectual property rights thereto, as well as all original materials created by You which are incorporated therein, also including, character characterizations, Your and/or other persons’ names, likenesses, voices, usernames, profiles, actions, appearances, performances and/or other biographical information or material, and/or other similar materials that are submitted, posted, uploaded, displayed, distributed, communicated to us, or otherwise provided to us. “Submit,” or “Submitted” to us has a plain English meaning of Your having given, uploaded, or otherwise provided to Us. You warrant and represent that except as set forth herein (a)You will not submit or grant, and have not submitted or granted, any rights in or to the Content to any third party, including any multi-channel network, or individual, or entity, that uses any social media sites, except directly to social media sites (e.g., YouTube, Facebook, Instagram, etc.) under your own account or channel for the sole purpose of posting on such social media site with no other rights in the Content granted to such site, subject to 10 Barrel Brewing’s rights to claim, monetize, remove, or to have removed, the Content: (b) (1) a) immediately prior to entering into this Agreement whereby You grant an exclusive license in the Content to 10 Barrel Brewing, You were the sole and exclusive owner of the Content and all rights therein that You submit, b) You have the full right and authority to enter into this Agreement and to grant all rights granted herein and c) You agree not take any action to impair the rights You are granting and have granted herein; (2) the use, making, exhibition, distribution and/or other exploitation of the Content does not violate or infringe the rights of others or constitute a defamation or invasion of their privacy or right of publicity; (3) You have not falsely identified any individual involved in the authoring or making of the Content or any individual or entity whose appearance or voice is incorporated in the Content; (4) You have obtained all necessary consents and permissions required for Collab Clips to fully exploit the Content, including the rights described and granted herein; (5) the Content and its use by Collab Clips does not fall under the jurisdiction of any guild or union (for example, Director’s Guild, SAG-AFTRA, Writers Guild, etc.); (6) The Content conforms to the requirements of this Agreement. YOUR OWNERSHIP RIGHTS: Subject to the grant of rights to 10 Barrel Brewing in this Agreement, as between You and 10 Barrel Brewing, You otherwise own and retain all rights in the Content. Without limiting the foregoing, You retain the rights to utilize the Content solely for non-transferable, non-commercial, revocable, personal use license in the Content for the purpose of your personal use, including using the Content on Your personal social networking account(s) online and in social media sites (e.g., YouTube, Instagram, and Facebook) for the sole purpose of posting on such social media site with no other rights in the Content granted to you or such site, subject to 10 Barrel Brewing’s rights to claim, monetize, remove, or to have removed, the Content. You may not license, sell, transfer, or otherwise commercialize or monetize the Content with any third-party, including exhibiting and/or distributing the Content except as described in this paragraph.
PERPETUAL ROYALTY-FREE, EXCLUSIVE UNIVERSE-WIDE TRANSFER, GRANT AND ASSIGNMENT OF COPYRIGHT: By submitting Content to Us, and by doing so, or otherwise, entering into this Agreement and agreeing, You irrevocably grant a PERPETUAL, ROYALTY FREE, EXCLUSIVE, UNIVERSE-WIDE license in and to all rights in relation to the Content to 10 Barrel BrewingCompany (“10 Barrel”), d/b/a 10 Barrel Brewing (“10 Barrel Brewing”), except for such rights therein retained by You pursuant to Paragraph 6 above. Each such license irrevocably grants 10 Barrel Brewing (for any and all uses at all) the sole and exclusive universe-wide right, title and interest, in and to the Content on a fully-paid, royalty-free, licensable and transferable (in whole or part) basis, including, without limitation, in and to the Content and all elements, including to exhibit, comment on, modify, create derivative works in 10 Barrel Brewing’s sole and unfettered discretion, in, on, and via all methods, and means, now known or hereafter devised or invented for any and all purposes, without further notice to You without the expectation or requirement of any (additional) permission from or payment to You (except as expressly provided by Paragraph 12 below) or to any other person or entity. Except as expressly permitted by Paragraph 6 above, You may not and will not make, license, or allow any use of any portion of the Content.If required, You will execute additional documents to give effect to the license grant to, and vesting of such license in, 10 Barrel Brewing of the Content and all other rights therein or in connection therewith. If 10 Barrel Brewing is unable, for any reason, to secure Your signature to memorialize the grant, transfer, or assignment of any rights in and to any Content or rights granted under this Agreement, You hereby irrevocably designate and appoint 10 Barrel Brewingand 10 Barrel Brewing’s duly authorized officers and agents as Your agents and attorneys-in-fact to act for and on Your behalf and instead of You to take all lawfully permitted acts in furtherance thereto and to enforce its rights under and to such Content and all other rights, all with the same legal force and effect as if executed by You. The foregoing is deemed a power coupled with an interest and is irrevocable. As a part of the exercise of rights granted to 10 Barrel Brewingunder this Agreement, You also give Us the right to use Your real and professional name, screen name, or nom de guere, voice, likeness (picture or video), biographical information, appearance and performance in and in connection with the Content (collectively, the “Personal Rights”). If you have applied for or received a copyright registration in connection with the Content or any portion of the Content You will immediately notify us of that. Your exclusive assignment, transfer, grant of license of rights to 10 Barrel Brewing of the Content, and this Agreement are supported by reasonable and valuable consideration, the receipt and adequacy of which is or are hereby acknowledged by You. You acknowledge that such consideration includes the mere possibility of Compiler’s or 10 Barrel Brewings’ (as defined, and naturally its other licensees) use or display and/or distribution of the Content, and the mere possibility of the publicity and promotion by Compiler or from 10 Barrel Brewings’ use or display and/or distribution of the Content, and the mere possible use of Your Personality Rights. You (and Your heirs) waive any Moral Right. You hereby give a Moral Rights Consent or Waiver. which is a waiver of socalled moral rights to the maximum extent permitted by applicable law and an unconditional consent to any act or omission in relation to the Content by or on behalf of 10 Barrel Brewing, Compiler, or any other licensee or subsequent owner of copyright in the Content, including an act or omission which might or would, but for this Agreement, violate or infringe Moral Rights. While a third party which We refer to as “Compiler” is involved in the Agreement in that Compiler and 10 Barrel Brewing have entered into an agreement whereby Compiler has agreed, under certain circumstances to help promote certain content You are entering into this Agreement with 10 Barrel Brewing and the entity that controls it, and its successors, subsidiaries, affiliates, or assignees (collectively, ” 10 Barrel Brewing “, “we”, “us”, “our “, whether in bold, UPPERCASE, lowercase, or a COMBination); and in certain instances it’s or their licensees or licensors may also have or be granted rights by Collab Clips so as to effectuate some or all of the purposes and intent of this Agreement. Compiler is, at the option of Collab Clips, deemed to be a Collab Clips licensee, without Our having to repeat that multiple times throughout this Agreement. Compiler is not a direct party to this Agreement and you waive any and all rights or claims to assert that You are a third party beneficiary to any agreement between Compiler and 10 Barrel Brewing, and you waive any and all rights and claims against, and release any and all claims, and as pertains to Compiler. We and our licensees (including, of course, Compiler) don’t have to use or promote the Content, the Personality Rights, or any of the rights you grant us
Provided that You are not in breach or default of this Agreement, and subject to the other terms of the Agreement, in the event We directly license any of Your Content for an unaffiliated third party commercial paid exploitation (e.g., use in a television program or television commercial or other non-promotional paid opportunity) (a “Third Party Commercial Use”), You shall be entitled to an amount equal to Thirty-three Percent (33%) of One Hundred Percent (100%) of Gross Revenue. Subject to the terms hereof, “Gross Revenue” means all amounts actually received and retained by 10 Barrel Brewing directly resulting from 10 Barrel Brewing licensing rights in Your Content to an unaffiliated third party (e.g., not in any way exploited or distributed in, on or across 10 Barrel Brewing’s promotional network or any of 10 Barrel Brewing’s owned or operated platforms, channels, websites or social media accounts, including the Site) for a Third Party Commercial Use. Notwithstanding the foregoing, You shall not be entitled to any share of Gross Revenue or other compensation in connection with (i) Your Content as part of 10 Barrel Brewing’s sale, divesting or licensing of all or a material portion of its content library, content catalog, assets, and/or equity to a third party as part of a change of control, acquisition or otherwise, or (ii) Your Content as part of a so-called “compilation” (i.e., where Your Content is combined with one or more pieces of content from either us or a third party to form a whole new piece of content). Subject to the foregoing, in the event 10 Barrel Brewinglicenses Your Content as stand-alone content together with other stand-alone content created by a third party (i.e., not as part of a so-called “compilation”, but as a so-called “bulk license”) in one transaction or agreement, 10 Barrel Brewingshall in good faith allocate its revenue from such license separately to each item of content (jncluding Your Content) based on the number of items, length of each item, view count / popularity of each item, usage length of each item, etc. and shall determine Your share of Gross Revenue accordingly based on such allocation. For the avoidance of doubt, You shall not be entitled to a share of Gross Revenue where Your Content is sold, divested or licensed by or on behalf of 10 Barrel Brewing as part of all or a material portion of 10 Barrel Brewing’s content library and/or catalog. To the extent that You are entitled a a share of Gross Revenue hereunder, We shall inform you of such entitlement with reliance upon the contact information provided by You to us at time of submission. If You fail to provide Your payment information (i.e., bank account details) within sixty (60) days of our request, or We are unable to contact you (using the contact information provided by You), You shall forfeit Your Share of Gross Revenue hereunder, without any liability of any nature whatsoever on our part to You. For the avoidance of doubt, You acknowledge and agree that neither 10 Barrel Brewing nor any of it’s assignees, designees and/or licensees guarantees or promises that any Gross Revenue shall be generated from Your Content, and that We shall have no obligation of any nature whatsoever to use and/or otherwise exploit Your Content. In order to have submitted Content to us You used Our Site. In doing so You agreed to the Terms of the Site (https://collab-uncle.herokuapp.com/terms). The following sections and sub-sections of the Terms of the Site are hereby integrated by reference as though they were set forth in full herein, and You again agree to them as part of this Agreement, with the addition of the words and concepts of “the Content,” and “this Agreement,” so that, for example, where in the Terms of the Site a sentence might read something such as “in connection with your accessing or using the Site,” such sentences are amended and deemed to state in this Agreement something more along the lines of “in connection with the Agreement, the Content, or Your accessing or using any Site,” and the word “Agreement” is substituted for and replaces the word “Terms.” You agree that prior to entering into this Agreement you returned to the Terms of the Site and re-read those referenced and integrated sections and sub-sections: Sec. 10 – ADDITIONAL DISCLAIMER OF WARRANTIES AND PROMISSORY ESTOPPEL Sec. 11.1 – LIMITATION OF LIABILITY Sec. 11.2 – LIMITATION OF DAMAGES Sec. 11.3 – LIMITATIONS BY APPLICABLE LAW Sec. 11.4 – BASIS OF THE BARGAIN Sec. 12 – YOUR REMEDIES
Sec. 14 – INDEMNIFICATION, DEFENSE & RELEASE.With additional emphasis that You agree that all rights You may have under Section 1542 of the California Civil Code and any similar law of any state or U.S. territory, any similar federal law, or any similar common law or principle of similar effect, are hereby expressly waived. You acknowledge and understand that Section 1542 of the California Civil Code reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” Sec. 15 – CLAIMS / TIME LIMITATION Sec. 17 – ARBITRATION AGREEMENT; CLASS & CONSOLIDATION WAIVER; WAIVER OF TRIAL BY JURY Sec. 21 – GENERAL If you have a dispute with, or you think you have a claim against us, before You file a lawsuit or institute litigation You must and will first send to Us, by both certified mail and email, a completed form Notice of Dispute (“Notice”). You may download a form Notice from https://s3-us-west-2.amazonaws.com/collab-uncle/Notice_of_Dispute.pdf. The Notice to 10 Barrel Brewing is to be both mailed or otherwise delivered to 10 Barrel Brewing, 62950 NE 18th St, Bend, OR, 97701, and by email to firstname.lastname@example.org with the following in the subject line: “Notice Of Dispute.” We may email You a confirmation of receipt of Your Notice and require that You verify that You submitted the Notice. If we do, and we do not promptly receive back a verification then You agree that Your attempt to give Notice is deemed ineffective. Though 10 Barrel Brewing is not obligated to provide You with any notice before it files a lawsuit or litigation against You 10 Barrel Brewing may send any Notice to You to the physical address we have on file associated with our agreement, if we have one, and if not then by email or any other commercially reasonable method (including social media); it is Your responsibility to keep Your physical address and all other contact information up to date. All information called for in the Notice must be provided, including a description of the nature and basis of the claims the party is asserting and the relief sought. 15. MORE GENERAL 10 Barrel Brewing reserves all rights not expressly granted in this Agreement. The provisions of this Agreement, which by their nature should survive the termination or expiration of this Agreement, will survive such termination or expiration. These include sections 5 through 15. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same instrument, respectively. You declare under penalty of perjury under the laws of the State of Oregon and of the United States that all statements made, and information provided, by You in connection with this Agreement are true and correct, that the name you provide is Your legal name, and that the signature below is Your legal signature.
THIS IS A LEGAL DOCUMENT. YOU AGREE THAT, SUBJECT TO THE TERMS HEREIN, YOU ARE EXCLUSIVELY GRANTING A ROYALTY-FREE, EXCLUSIVE LICENSE IN THE SUBMITTED CONTENT TO 10 BARREL BREWING ITS PARENTS, AFFILIATES AND/OR ASSIGNS, IN PERPETUITY, IN ALL MEDIA, THROUGHOUT THE UNIVERSE. By signing and submitting or returning the Agreement to us You agree that You have read the above and agree to the Agreement. Your submission of Content is Your agreement and is deemed to be your agreement that you have the ability to and consent to enter into contractual agreements electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSION CONSTITUTES YOUR WRITTEN AGREEMENT AND ELECTRONIC SIGNATURE AND YOUR INTENT AND AGREEMENT TO BE CONTRACTUALLY AND LEGALLY BOUND BY AND TO THE AGREEMENT.