Website Content Licensing Agreement
(VenetianDreams, LLP)
This
Website Content Licensing Agreement (together with the Website Content
Licensing Agreement Terms and Conditions attached hereto and by this reference
specifically incorporated herein, this ÒAgreementÓ) is made effective as of the Effective Date set
forth below by and between Venetian Dreams, LLP, a Florida limited liability
partnership (ÒLicensorÓ) and the
Licensee. Licensee desires to
acquire from Licensor the right to use the Licensed Works in connection with up
to three (3) the Websites owned and operated by Licensee. Licensor will grant to Licensee a
limited license to use the Licensed Works pursuant to the specific terms and
conditions set forth in this Agreement on the Websites owned and operated by
Licensee and specifically identified in this Agreement for the purpose of
digitally displaying the Licensed Works.
Licensee company name and office content
representative name, phone number and email address:
Company name:___________________________________________________________________
RepresentativeÕs name:_____________________________________________________________
Phone number and email address: ____________________________________________________
Licensed Works: see section A:
The
parties hereby agree that any and all works shall be deemed to be added to this
Agreement and shall be deemed to comprise Licensed Works subject to all terms,
conditions, indemnifications and other provisions of this Agreement for which
one or more copies of the work are shipped or otherwise transmitted from
Licensor or LicensorÕs agent to Licensee or LicenseeÕs agent, and to which any
written indication is appended indicating that such works are intended to
comprise additional Licensed Works or that such works are otherwise intended to
become subject to this Agreement.
License Fee:
$_____________________
|
Effective Date:
_____________________ |
Termination Date: _____________________
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Websites:
|
url: |
username: |
password: |
|
url: |
username: |
password: |
|
url: |
username: |
password: |
If content is to be broken up over
several sites then license must provide url, username and password to all sites
as well as a listing of which content is being made available on these sites.
IN
WITNESS WHEREOF, this Website Content Licensing Agreement has been executed and
delivered as of the Effective Date by the parties intending to be legally
bound.
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LICENSOR VenetianDreams, LLP |
LICENSEE |
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By: Name: Title: Date: |
By: Name: Title: Date: |
1. Grant of Rights. Licensor hereby grants to Licensee, for the Term of this Agreement, the following rights:
(a) the non-exclusive, non-transferable right to market, promote, display, perform, transmit and distribute digitized versions of the Licensed Work via the premium Òmembers only,Ó fee-based portions of the Websites;
(b) the limited non-exclusive right to display excerpts or edited versions of the Licensed Work outside of the member, premium section for the sole purpose of promoting the premium Òmembers only,Ó fee-based portions of the Websites (excerpts not to be more than 20% of the individual content licensed);
(c) the non-exclusive rights to copy and make duplications of the Licensed Work for the purposes of displaying, performing, transmitting and distributing the Licensed Work in accordance with the rights granted in Section 1(a) and (b); and
(d) following the prior written consent of Licensor, the right to convert any audio-form Licensed Work from .mp3 format to windows media, realmedia, .wav, quicktime or other formats in connection with the rights granted in Section 1(a) and (b).
(e) licensed content to displayed, transmitted or used as "members only web content" on up to three (3) domains owned by the Licensee.
Licensee
shall not alter, tamper with, manipulate or remove any copyright or authorship
information contained in the Licensed Works. Licensee must have the prior written consent of Licensor to
use any logo, trademark, service mark, or trade name of Licensor except as
specifically provided in this Agreement.
Notwithstanding anything to the contrary herein, any use of the Licensed
Work not expressly authorized in this Agreement is strictly prohibited. Licensee is expressly prohibited from:
(i) creating or distributing Derivative Works in any way; (ii) sublicensing or
reselling the Licensed Works; (iii) using the Licensed Works in any service or
product not specifically authorized in this Agreement including, but not
limited to, the distribution of Licensed Works via any ÒfreeÓ sites, podcast,
ipod or similar sites, motion picture, animation or radio broadcast, whether
satellite, internet or terrestrial based, of any kind; and (iv) allowing the
use of the Licensed Works by any other website other than the Websites,
including allowing such websites to link to the Websites. Licensee specifically acknowledges
agrees that Licensee may not create any Derivative Works, including, without
limiting the generality of the foregoing, making any changes or edits to any
story, adding, subtracting, altering or modifying words, or changing names or
characters. ÒLicensed WorksÓ
mean all audio and textual works set forth at the commencement of the Term of
this Agreement by title in this Agreement and all other such works identified
by title or other identification means that are subsequently added to this
Agreement and ÒDerivative WorksÓ mean any and all modifications,
re-creations, duplications, reproductions, and compilations of Licensed Works,
including, but not limited to any and all, additions, alterations,
enhancements, deletions, distortions, superimpositions, re-combinations,
digital modifications, computer morphing, computer warping, combinations with
other matter of any kind, whether produced by standard photographic or
recording techniques, by computer or by any other device or process, regardless
of whether any or all such derivations of Licensed Works are produced
intentionally or otherwise. ÒDerivative
WorksÓ include, without limitation, works in which parts or components of
Licensed Works are compiled or merged with other material, including, without
limitation, music, text, hyperlinks, photographs, computer representations of
body parts of other persons, digital samples, computer instructions, browser
formatting, digital rights information, and synthespian and/or digital actor
works derived from Licensed Works or other Derivative Works. Derivative Works shall not include any
excerpted versions of Licensed Works permitted under Section 1(b) or any
audio format conversions permitted under Section 1(d).
2. License Fee. As full compensation for the grant of all rights and performance of all other obligations, warranties and indemnifications set forth in this Agreement by Licensor. Licensee shall pay the License Fee to Licensor upon execution of this Agreement.
3. Term. This Agreement shall be effective as of the Effective Date and shall remain in full force and effect until the Termination Date; provided, however, Licensor may terminate this Agreement at any time immediately upon violation by Licensee of any of the terms or conditions of this Agreement. Immediately upon termination, Licensee shall return to Licensor all masters and other materials pertaining to the Licensed Work that have been provided to Licensee by Licensor to enable Licensee to exploit the rights granted to Licensee pursuant to this Agreement. Upon termination of this Agreement, all rights granted to Licensee regarding the Licensed Works under this Agreement or otherwise shall immediately terminate.
4. LicenseeÕs Representations, Warranties and Acknowledgements. Licensee hereby represents, warrants and acknowledges that:
(a) Licensee shall make any and all modifications to its marketing and distribution of the Licensed Work thereof as may be necessary to comply with changes in law pertaining thereto during the Term of this Agreement.
(b) Licensee has, and at all times during the Term of this Agreement, shall have the full right and authority to perform all obligations, warranties and indemnifications set forth in this Agreement.
(c) All the rights and privileges granted to Licensee pursuant to this Agreement with respect to the Licensed Work are limited and all other rights in and to the Licensed Work are reserved to Licensor.
(d) Content and all access provided by Licensee to anyone thereto will include the following access controls (ÒAccess ControlsÓ): (i) warnings, disclaimers, ratings, and advisories necessary or appropriate to notify all customers and prospective customers of the adult-nature of the Licensed Works; and (ii) parental and restricted access controls, security and verifications necessary or appropriate to restrict access to the Licensed Works. Licensee shall implement all Access Controls reasonably requested by Licensor prior to providing access to any of the Licensed Works.
(e) The Licensed Works are all strictly textual and audio in nature. Licensee shall not permit the Licensed Works to be combined or otherwise used with any other audio, photographic, videographic, audiovideographic and/or textual works without written permission from Licensor.
(f) Licensee shall at no time have any right, duty or obligation to enforce LicensorÕs rights in Licensed Works against any third party.
(g) As between Licensor on the one hand, and Licensee and its affiliates on the other, Licensor owns all right, title and interest in the Licensed Work.
(h) Nothing in this Agreement shall confer in Licensee or any affiliate of Licensee, any right of ownership in the Licensed Work.
(i) Neither Licensee nor its affiliates shall now or in the future contest the validity of the ownership of the Licensed Work by Licensor. No licenses are granted by Licensor except for those limited licenses expressly set forth in this Agreement. Licensee acknowledges that any unauthorized use of the Licensed Work may cause harm and injury to Licensor. In addition to all other remedies available under this Agreement, Licensee further agrees that Licensor shall be entitled to injunctive relief in the event that Licensee uses the Licensed Work thereof in violation of the limited license granted hereunder after notice of such violation by Licensor.
5. Indemnification. Licensee shall fully indemnify Licensor and hold Licensor harmless from any liability to third parties, including attorneyÕs fees, arising from any dispute, claim, action or proceeding based upon or in any way related to any and all breaches or alleged breaches of LicenseeÕs warranties, representations, promises, agreements and obligations set forth herein.
6. Limited Liability. IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE FOR A MONETARY AMOUNT GREATER THAN THE TOTAL AMOUNTS PAID PURSUANT TO THIS AGREEMENT, AND IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE FOR ANY LOSS OR INJURIES TO EARNINGS, PROFITS OR GOODWILL, OR FOR ANY INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY PERSONS OR ENTITY WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS SET FORTH IN THIS SECTION 6 SHALL APPLY EVEN IF ANY OTHER REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.
7. Confidentiality. During the Term of this Agreement, neither party hereto nor their employees may use or reveal any confidential information shared between the parties. Confidential information includes business information, strategies, contacts and all other information that, under the circumstances pertaining thereto, would be reasonably deemed to be of a confidential and/or proprietary nature.
8. Limitation of Agreement/Relationship. The relationship of Licensor and Licensee hereunder is limited to the respective rights and obligations of the parties as specifically provided herein. The parties to this Agreement are independent contractors and nothing in this Agreement shall make them joint venturers, partners, employees, agents or other representatives of the other party hereto, or shall be construed or interpreted to permit either party to undertake any agreement for the other, or to use the name or identifying mark of the other, all except as is specifically provided herein.
9. Miscellaneous.
(a) This Agreement constitutes the entire agreement of Licensor and Licensee with respect to the subject matter hereof, and supersedes and cancels all other prior Agreements, discussions, communications, understandings, promises or representations, whether written or oral. No modification of this Agreement shall be enforceable unless reduced to writing and signed by duly authorized representatives of Licensor and Licensee. No officer, employee or representative of Licensor or Licensee has any authority to make any representation or promise in connection with this Agreement or the subject matter thereof which is not contained expressly in this Agreement. The parties hereto acknowledge and agree that the failure of a party to enforce any of the specific provisions of this Agreement shall not preclude any other or further enforcement of such provision(s) or the exercise of any other right hereunder.
(b) This Agreement shall be binding upon and inure to the benefit of the heirs, executors, administrators, successors and legal representatives of Licensor and Licensee. Licensee may not assign its rights or obligations hereunder without the prior written consent of Licensor which may be unreasonably withheld. For purposes hereof, the meaning of Òan assignment of rights or obligationsÓ by Licensee hereunder shall include any transfer of a controlling interest in Licensee. Any assignment of the rights or obligations hereunder without the prior written consent of Licensor shall result in an immediate termination of this Agreement without any requirement of prior written notification in accordance with Section 3.
(c) This Agreement shall be governed by and construed under the laws and judicial decisions of the State of Florida and the United States as applied to agreements between Florida state residents entered into and to be performed within the State of Florida, except as governed by federal law. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. For purposes of construction, this Agreement shall be deemed to have been drafted by both Licensor and Licensee.
(d) Subject to the provisions of Section 9(c), any and all disputes or controversies of any kind, including but not limited to any performance, duty, obligation or liability arising under or related to this Agreement, which are unable to be resolved informally, shall be determined by binding arbitration in Hollywood, Florida, before a single retired judge affiliated with ADR Services or a similar organization (other than the American Arbitration Association), with the arbitration governed by the Florida Rules of Civil Procedure relating to discovery. The final award in any such arbitration proceeding shall be subject to entry as a judgment by any court of competent jurisdiction, provided that such judgment does not conflict with the terms and provisions hereof. The jurisdiction of the arbiter (or arbiters) with respect to legal matters shall be limited only by the statutory and common law of the State of Florida and the United States.
(e) Notwithstanding the foregoing, Licensor shall have the right, in LicensorÕs absolute discretion, to initiate and file any claims or disputes regarding copyright or trademark infringement against any third party in a court of competent jurisdiction without the requirement of first submitting such claims or disputes to binding arbitration.
(f) In the event of invalidity of any provision(s) of this Agreement, such invalidity shall not affect the validity of the remaining provisions of this Agreement. However, and notwithstanding the generality of the foregoing, if any such provision(s) of this Agreement might otherwise be held by a court of competent jurisdiction to be lawfully valid, enforceable, or legal then that provision shall first be construed, if possible, in a manner that keeps it from being contrary to law, invalid, unenforceable, or illegal while reflecting those intentions of the parties (ÒSaving InterpretationÓ). If such Saving Interpretation is not reasonable under the circumstances then such provision(s) shall be deleted without effect to the remaining provisions.
(g) No waiver by either party of the breach of any covenant, condition or term of this Agreement shall be construed as a waiver of any preceding or succeeding breach nor shall the acceptance of any fee or other payment during any period in which either party is in default be deemed to be a waiver of such default. All rights, remedies, undertakings, obligations and agreements contained in this Agreement shall be cumulative and none of them shall be a limitation of any other remedy, right, undertaking, obligation, or agreement. All waivers must be in writing and signed by the waiving party.
(h) Each party hereto shall comply with all applicable laws, rules, ordinances and regulations of any federal, state or other governmental authority.
(i) All notices, consents, waivers and other communications required or permitted by this Agreement shall be in writing and shall be deemed given to a party when: (i) delivered to the appropriate address by hand or by nationally recognized overnight courier service (costs prepaid); (ii) sent by facsimile or e-mail with confirmation of transmission by the transmitting equipment; or (iii) received or rejected by the addressee, if sent by certified mail, return receipt requested, in each case to the following addresses, facsimile numbers or e-mail addresses and marked to the attention of the person (by name or title) designated below the partyÕs signature (or to such other address, facsimile number, e-mail address or person as a party may designate by notice to the other parties).
(j) By executing this Agreement in the space provided, the person signing this Agreement represents and warrants that the governing body or person(s) (i) has authorized the signatory to enter into this Agreement and to assume the duties and obligations set forth herein, and (ii) has authorized the signatory hereof to execute and deliver this Agreement and to thereby bind the party to the terms and conditions hereof. This Agreement may be executed by faxed signatures, the delivery of which shall be binding and effective for all purposes.
(k) The following provisions hereof shall survive the termination of this Agreement for any reason: Sections 1, 2, 3 and 5 through 9 inclusive