This Content License Agreement (the “Agreement”) is entered into between you (“Licensor”) and Jaunt, Inc. (“Jaunt”). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
- License. All videos and other content (each a “Program” and collectively the “Programs”) submitted by or on behalf of Licensor to Jaunt, including through any Jaunt-branded website, interface or other delivery mechanism, are subject to the terms of this Agreement. Licensor hereby grants to Jaunt a non-exclusive, sublicensable, right and license, during the Term (as hereinafter defined), throughout the world (the “Territory”), to reproduce, distribute, display, prepare derivative works (solely for the limited purposes set forth below) perform and otherwise exploit the Programs in VR (as hereinafter defined) through the Jaunt Platform and the platforms of its sublicensees by any and all means and methods including, without limitation, video on demand, subscription, electronic sell through, ad-supported, sponsored, free-to-view and pay-per-view. The foregoing includes the right to market and promote the Programs in any and all media, now known or hereafter devised, including by means of teasers, trailers and artwork, and the right to use the title of the Programs, music and other elements embodied in the Programs, and the names, voices and likeness of any persons appearing in or providing services in connection with the Programs. If Licensor does not meet Jaunt’s requirements for delivery of sufficient marketing and promotion materials, as further set forth below, then Jaunt shall have the right, in good faith, to create materials and prepare derivative works from the Programs solely in order to market and promote the Programs. “VR” means all modes of virtual reality, now known or hereafter devised including, without limitation, cinematic virtual reality (e.g., an individual experience using a headset or virtual reality glasses), 360 degree two-dimensional formats, and through augmented reality formats as developed from time to time. “Program” includes, without limitation, the audio-visual work, all elements thereof, and any materials, metadata and documentation provided in connection therewith. “Jaunt Platform” includes, without limitation, any Jaunt-branded distribution platform or channel including app(s) and website(s), and third party social media channels used by Jaunt. In addition, Jaunt shall have the right to sublicense (including through syndication) the Programs to third parties for use on their own platforms, consistent with the terms hereof. Jaunt and its sublicensees shall have the right to create and provide subtitles and captioning for the Programs and to take all other actions in order to comply with applicable laws, rules and regulations. Nothing contained herein shall prohibit Jaunt or its sublicensees from implementing functionality to enable audio-only listening of the Programs. Jaunt and its sublicensees shall have the right to take all other steps reasonably necessary in order to fulfill the purposes hereof including, without limitation, making technical modifications to files containing the Programs in order to comply with Jaunt or third party technical requirements.
- Term; Termination. This Agreement shall commence on the date that Licensor enters into this Agreement (as indicated by Licensor accepting the terms of this Agreement) and shall continue for a period of three (3) years after Delivery (as hereinafter defined) of the last Program hereunder (the “Initial Term”). Thereafter the Initial Term shall automatically renew for additional one (1) year periods unless this Agreement is terminated not later than sixty (60) days prior to the end of the then-current term (each a “Renewal Term”). The Initial Term and any Renewal Term are, collectively, the “Term”). Upon expiration or termination of this Agreement, Jaunt shall cease exploiting the Programs and Licensor shall delete or otherwise remove the Programs (including files and metadata) from the applicable server or repository. Jaunt shall have no obligation to make the foregoing Programs accessible to Licensor thirty (30) days after the expiration or termination of this Agreement and Licensor assumes all risk of loss.
- Delivery; Risk of Loss. Licensor shall deliver each Program to Jaunt in accordance with the Jaunt Delivery Specifications as updated by Jaunt from time to time (each a “Delivery”). Notwithstanding anything to the contrary, any Program delivered to Jaunt, shall be subject to this Agreement, whether or not such Program is submitted through the same website or interface where this Agreement is presented. Licensor assumes all risk of loss for the Programs and any files, metadata and materials provided therewith (all of which shall be deemed part of the applicable Program). Concurrent with Delivery, Licensor shall, to the extent applicable, provide Jaunt with music cue sheets in accordance with Jaunt’s reporting requirements.
- Proceeds. Jaunt and its sublicensees shall have the right to monetize the Programs in their discretion. In such event, Jaunt shall pay to Licensor one hundred percent (100%) of all revenues received by Jaunt (if any) in U.S. dollars (or other currency) directly from and attributed to Jaunt’s and its sublicensee’s exploitation of the Programs, minus (a) a platform and distribution fee of fifty percent (50%) of such revenues; and (b) any other fees or costs incurred by Jaunt or its sublicensees related to delivery, editing, dubbing, subtitling and other costs directly related to preparation and delivery of the Programs (collectively, “Defined Proceeds”). Defined Proceeds shall be subject to any deductions or withholdings required by applicable law or regulation including, without limitation, sales tax and VAT, but excluding taxes imposed on Jaunt’s receipt of its share, if any, of revenues. Jaunt is not obligated to exploit or monetize the Programs and, in such event, Jaunt makes no guarantees of any revenues therefrom. Jaunt will account to Licensor for Licensor’s share of the Defined Proceeds at the end of each sixty (60) day period; provided that sums shall accrue but not be payable until at least two hundred fifty dollars (US $250) are accrued for the applicable period (which sum shall be carried over to the following period if payment is not otherwise due). Any remaining sums accrued upon termination or expiration of this Agreement shall be due and payable for such period. Jaunt will provide or make available statements to Licensor concurrent with all payments. All payments shall be made to Licensor via the Automated Clearing House (ACH) according to instructions provided by Licensor. Jaunt reserves the right to use a different payment mechanism for payments outside the United States. No claim may be brought by Licensor for outstanding payments owed which claim is brought more than twelve (12) months after the accrual of the cause of action which is the basis of such claim.
- Representations and Warranties. Licensor represents and warrants that: (a) Licensor is the sole and absolute owner (or licensor) of, and has the sole and absolute right to grant to or vest in Jaunt, all rights, licenses and privileges granted to or vested in Jaunt under this Agreement; (b) neither the Programs, nor any part thereof, nor any intellectual property or other materials contained therein or synchronized therewith, nor the title thereof, nor the exercise of any right, license or privilege herein granted, violates or will violate, or infringes or will infringe, any trademark, trade name, contract, agreement, copyright (whether common law or statutory), patent, literary, artistic, dramatic, personal, private, civil, property or privacy right or so-called “moral rights of authors” or any other right of publicity, or does or will slander or libel any person or entity; (c) Licensor has the power and authority to enter into this Agreement; (d) Licensor has secured all synchronization and master use rights for use of any musical compositions and sound recordings embodied in the Programs, and such compositions shall be available for public performance or similar licensing in the Territory; and (e) no payments will be due to any third party (including, without limitation, residuals, payments or fees pursuant to any union or guild agreement) in connection with Jaunt’s and its sublicensee’s exercise of the rights, licenses and privileges granted to or vested in Jaunt under this Agreement. Each party represents and warrants that it has the power and authority to enter into this Agreement. The persons executing or agreeing to this Agreement on behalf the respective party each represent and warrant that they are at least eighteen (18) years old and that they have the right and authority to bind such party.
- Indemnification; Limitation on Liability. Each party shall indemnify, defend and hold the other party, its affiliates and sublicensees, and each of their respective directors, officers, employees and agents harmless from and against any and all third party claims, damages, liabilities, losses (including, without limitation, reasonable attorney’s fees) arising out of or in connection with any breach of any representation, warranty, covenant or agreement by the indemnifying party under this Agreement. Each party shall promptly notify the other of any such claims. The indemnifying party shall have the right to control the defense of any such claims, provided that the indemnified party shall have the right to participate in the defense thereof at its sole cost. EXCEPT FOR SUCH INDEMNIFICATION OBLIGATIONS, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OR FOR PENALTIES ARISING FROM OR RELATED TO THIS AGREEMENT. JAUNT’S TOTAL LIABILITY TO LICENSOR FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY WILL BE LIMITED TO THE AMOUNTS PAID BY JAUNT OR OTHERWISE OWING TO LICENSOR DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE SUCH CAUSE OF ACTION ARISES.
- Miscellaneous. This Agreement and the rights and obligations of the parties shall be construed in accordance with and be governed by the laws of the State of California and the United States applicable to agreements executed and to be performed entirely therein, without regard to conflict of laws principles. Any dispute hereunder shall be resolved by the state or federal courts located in Santa Clara County, California, USA. This Agreement may not be changed, modified, amended or supplemented except in a writing signed by the parties. Jaunt may assign this Agreement and any and all of its rights hereunder, in whole or in part. Each party acknowledges and agrees that the other party has not made any representations, warranties, covenants or agreements of any kind related to the subject matter hereof, except as expressly set forth herein. All notices hereunder shall be sent as follows: (a) to Licensor at the address set forth below or, if not provided, to any address provided by Licensor (including email); and (b) to Jaunt at Jaunt, Inc., 951 Mariners Island Blvd., Suite 500, San Mateo, CA 94404 USA Attn: Legal Department and to firstname.lastname@example.org. Notices shall be effective upon receipt when delivered by hand or by a globally recognized overnight courier service. All provisions of this Agreement which normally survive expiration or termination shall do so including, without limitation, indemnification. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. If any provision of this Agreement is held to be unenforceable or invalid, then that provision will be enforced to the maximum extent possible, and the other provisions will remain in full force and effect. The use of headings herein is for convenience only and shall not be used to interpret this Agreement. This Agreement is effective upon acceptance by Licensor.
IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER, COMPANY OR ANOTHER PARTY, THEN YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO DO SO. ALL CONTENT SUBMITTED BY YOU OR ON YOUR BEHALF TO JAUNT THROUGH THIS WEBSITE OR ANY INTERFACE OR OTHER DELIVERY MECHANISM SHALL BE SUBJECT TO THIS AGREEMENT.