Content licensing and marketing agreement

World Footage Content Licensing and Marketing Agreement

This website is owned and operated by World Footage LTD (the “Company“). The following is a legal agreement between you (“Licensor“) and the Company. Please read this agreement carefully submitting any content to the website. By submitting any content to the website, you agree to be bound by the terms of this agreement.

Recitals

Licensor has ownership, copyrights, and other proprietary rights of the Content, (“Submitted Content“, of which submission guidelines are defined below, and desires to grant WORLD FOOTAGE a license to produce, modify, store, merchandise, market, promote, display, sell, sublicense, package, transmit and distribute copies, and/or otherwise maximize revenue obtainment of its Submitted
WORLD FOOTAGE is in the business of, among other things, producing, modifying, editing, keyword and data preparation, storing, merchandising, marketing, promoting, displaying, selling, sublicensing, packaging, transmitting and distributing copies, and representing Content in digital formats to a variety of world-wide market segments to maximize revenue obtainment for Content

In consideration of the above premises and the mutual activities set forth below, the parties hereby agree as follows:

Definitions

Content shall mean any or all of the following: visual, audio, or graphic elements made available for sale under a licensing model.
Produce, Production, or Producing shall mean one or more of, but not limited to, the following: prepare, edit, divide, remove portions, watermark, image process, color correct, convert to multiple current and future formats, compress, and package the Content to optimize and maximize its sales
Grant of Rights. Licensor grants to WORLD FOOTAGE and WORLD FOOTAGE accepts the World-Wide License for the Term (as defined in Section 6) to: produce, store, merchandise, market, promote, display, transmit and distribute copies, sell, sublicense, package, represent and otherwise commercially maximize revenue obtainment of Licensor’s Submitted Content, via any existing and/or future media formats, distribution platforms, sublicense channels, or These rights are granted under an Exclusive basis for the Submitted Content.
Exclusive. To maximize its revenue potential and to avoid duplicate sublicense submissions, the Licensor undertakes not to place Submitted Content with any other agent or representative for distribution, and not to distribute and/or sell such Submitted content on Emilia’s channels, as defined in section 3 below.
WORLD FOOTAGE will not be restricted from producing, modifying, editing, storing, merchandising, marketing, promoting, displaying, selling, sublicensing, packaging, transmitting and distributing other Licensor’s content.

Orders, Pricing, Royalty, Payment, Records

Consignment. Licensor allows WORLD FOOTAGE to submit Content to sublicense distributors in order to maximize sales potential. Licensor’s Content shall be delivered to WORLD FOOTAGE and sold on a consignment basis on WORLD FOOTAGE distribution channels and distribution channels of its sublicensed distributors (“Emilia’s Channels“). WORLD FOOTAGE shall pay Licensor only when Licensor’s Content is sold and payment is received by WORLD FOOTAGE, as specified in section 3c below .
Compensation:. As full and complete consideration for the rights granted and content submitted by Licensor under this Agreement, WORLD FOOTAGE shall pay Licensor 40% of the net payment received by WORLD FOOTAGE (minus all taxes).
Pricing- the retail price of licensor’s Content will be determined by WORLD FOOTAGE and/or it’s sublicensed distributors only, at their sole discretion.
Payment to Licensor. WORLD FOOTAGE will pay Licensor the above compensation within forty five (45) days of the last day of the month in which payment is received by WORLD FOOTAGE from the customer. A reasonably detailed royalty report shall accompany each payment. Payment will be made in U.S. dollars and will be subject to any applicable withholding
Records. WORLD FOOTAGE agrees to keep adequately detailed accounting records of sales of the Submitted Licensor may designate an accounting firm or representative to inspect relevant accounting records of WORLD FOOTAGE to verify the accuracy of the fees paid or payable to Licensor. All inspected information shall be kept in strict confidence from all other third parties. Licensor shall give forty five (45) days prior written notice to WORLD FOOTAGE before any such inspection and Licensor may not inspect the records more than once in any twelve (12) month period. All inspections must be conducted during ordinary business hours. Licensor shall pay all costs of inspection. If any inspection discloses that the amount of royalties paid by WORLD FOOTAGE is incorrect within 5% or more in either Licensor’s or WORLD FOOTAGE favor, then any amount due to either Party must be paid within forty five (45) days by the other party.

Producing, Merchandising, and Marketing.

1. Licensor agrees that all aspects of producing, merchandising, marketing, or otherwise commercial maximization of the Submitted Content shall be under the sole and complete control of WORLD FOOTAGE. This includes, without limitation: methods of content and keyword preparation, content modification (compression, resizing, etc), promotion, display, transmission, distribution, sublicensing, supporting, packaging, and advertising of the Submitted Content and the terms and conditions of sale via WORLD FOOTAGE’s best efforts.
  WORLD FOOTAGE will be under no obligation to supply copies of the modified versions of the Submitted Content that WORLD FOOTAGE created during Content production to improve Content salability. This may include: content retouching, color correcting, or formatting, key frame selecting, and editing to remove portions of Submitted Content.
2. Content Marketing Programs. WORLD FOOTAGE’s may offer volume customer purchase programs, occasional special promotion offers, content pass/subscription plans, content packaging programs, and other programs that are designed to position WORLD FOOTAGE’s Service and Licensor’s Content as the customer’s first choice for stock content search, encourage repeat purchases, cement customer loyalty, and maximize Licensor’s

Term.

Term. The initial term of this Agreement shall commence on the Effective Date and shall expire five (5) years after the Effective Date, unless sooner terminated in accordance with Section
This does not detract from the WORLD FOOTAGE ‘s right to discontinue distribution on Emilia’s Channels or any of them, at any time, at its sole discretion.
Renewal. At the end of the initial term and any successive renewal term, this contract shall automatically renew for a period of three years every three years, unless canceled in writing not less than thirty (30) days or more than sixty (60) days prior to the end of the initial term or any renewal term of this
Extension. Licensor agrees that during the initial term and any renewal term of this Agreement, WORLD FOOTAGE may enter into content partnering arrangements concerning the Submitted Content, and Licensor acknowledges that the term of any such agreement may extend beyond the initial term or renewal term of this Agreement.

Early Termination of Agreement.

In the event that one party breaches or is in default of any obligation hereunder, which breach or default has not been cured within forty five (45 days) after receipt of written notice of such default from the non-defaulting party or within such additional cure period as the non-defaulting party may authorize, the non-breaching party may terminate this Agreement.

Consequences of termination

Upon termination, WORLD FOOTAGE will use commercially reasonable efforts to: (a) inactivate Licensor’s Content in its inventory; (b) delete Licensor’s source files from its library, all within 1 year (the “Tail period”). During such Tail period Licensor’s content may still be up for sale on Emilia’s channels, and all terms and conditions of this agreement shall remain in effect (including licensor’s obligation under the Exclusivity clause).
For the avoidance of doubt, The license granted to WORLD FOOTAGE by licensor shall not expire until the end of the Tail period.

Representations and Warranties. The Parties hereby represent and warrant as follows, such representations and warranties being made as of the Effective Date and on each day during the term of this Agreement and subsequent renewal periods:

Mutual Warranties. Each party warrants and represents to the other party that it has full corporate power, authority, and resources to enter into this Agreement and carry out its respective
WORLD FOOTAGE’s Warranties. WORLD FOOTAGE represents and warrants that (i) it will not knowingly use the Licensor’s Content in any manner which is defamatory, derogatory or disparaging to Licensor; and (ii) the execution and performance of this Agreement will not violate the provisions of any agreement to which WORLD FOOTAGE is a
Licensor’s Warranties. Licensor has and shall have during the term of this Agreement, sufficient rights in Licensor’s Submitted Content to grant WORLD FOOTAGE the rights set forth in this Agreement, including any necessary approval, consent, authorization, release, clearance or license of Licensor or any other third party and any release related to any rights of privacy or publicity, as may be necessary for Licensor to enter into this Agreement. The Submitted Content provided by Licensor to WORLD FOOTAGE under this Agreement does not and will not: (i) infringe on or violate any third-party copyright, patent, trademark, trade secret, privacy right, publicity right or other intellectual property or proprietary right; (ii) be defamatory or trade libelous; (iii) breach the terms of any contract or agreement to which Licensor is a party. without derogating from the above warranties, Licensor warrants that all Submitted content is created by him, personally, and not by any third party, and does not include any work products of any third party.
Disclaimer. Except as otherwise expressly set forth in this agreement, neither party makes any other representations or warranties, whether express or implied, including without limitation, any implied warranties of

Indemnification.

Indemnification by WORLD FOOTAGE. WORLD FOOTAGE will indemnify, defend, and hold harmless Licensor, its successors, assigns, subsidiaries, officers, directors, employees, agents, attorneys, and independent contractors for any damages, loss, cost, and expense (including, without limitation, reasonable attorneys’ fees and expenses) actually incurred by Licensor arising from or in connection with any Claim brought by a third party arising out of, related to, or in connection with any Claim which is based upon (a) the conduct of WORLD FOOTAGE outside the scope of this Agreement, and/or (b) any negligent act or omission of WORLD FOOTAGE.
Indemnification by Licensor. Licensor will indemnify, defend, and hold harmless WORLD FOOTAGE, its successors, assigns, subsidiaries, officers, directors, employees, agents, attorneys, and independent contractors for any damages, loss, cost, and expense (including, without limitation, reasonable attorneys’ fees and expenses) actually incurred by WORLD FOOTAGE from or in connection with any claim, demands, liabilities, suits, proceedings or actions (“Claim”) brought by a third party arising out of, related to, or in connection with any Claim which is based upon (a) WORLD FOOTAGE sale of the Content as authorized hereunder including all Licensor warranted copyrights, releases, and trademarks contained therein, and/or (b) any negligent act or omission of
Cooperation by Indemnified Party. The indemnifying party is under no obligation to indemnify, defend and hold the other party harmless under Section 9.a or Section 9.b unless the indemnified party gives prompt written notice to the indemnifying party of any Claim to which this Section relates. The indemnifying party shall adjust, settle or defend said Claim at its sole cost, provided however, that the indemnified party shall have the right to reasonably approve any settlement or disposition thereof to the extent that any rights or obligations of the indemnified party may be concerned. If the indemnifying party fails to promptly comply with its indemnity obligations, the indemnified party shall have the right and is hereby authorized and empowered by the indemnifying party to adjust, settle, contest, litigate and satisfy judgments and take any other action necessary or desirable for the disposition of such Claim without affecting the indemnifying party’s indemnity obligations. The indemnifying party shall reimburse the indemnified party upon invoicing for any payment reasonably made by the indemnified party with respect to any Claim to which any indemnity obligation under this Agreement relates. The indemnified party shall have the right, at its expense, to employ separate counsel and participate in the defense of any such Claim which the indemnifying party is defending and agrees to provide reasonable information and assistance requested by the indemnifying party in connection with the
Limitation of Liability. The parties do not accept liability beyond the remedies stated herein. Notwithstanding anything to the contrary contained herein, except for liability expressly arising under this agreement, neither party shall, under any circumstances, be liable to the other party for indirect, consequential, incidental, punitive, or special damages including but not limited to loss of profits, even if such party has been apprised of the likelihood of such damages

Miscellanous

Notices. Any notice under this Agreement shall be in writing, any written notice or other document shall be deemed to have been duly given (a) on the date of personal service on the parties, (b) on the third business day after mailing, if the document is mailed by registered or certified mail, (c) one day after being sent by professional or overnight courier or messenger service, with receipt confirmed by the courier, (d) on the date of transmission if sent by email, fax or other means of electronic transmission resulting in written copies, with receipt confirmed. Any such notice shall be delivered or addressed to the parties at the addresses designated in this Agreement or at the most recent address specified by the addressee through written notice under this Failure to conform to the requirements shall not defeat the effectiveness of the notice actually received by the addressee.
Governing Law and jurisdiction. This Agreement shall be interpreted, construed and governed by the laws of the State of Any dispute, controversy or claim between the parties arising out of or related to this Agreement, or the breach, termination or invalidity hereof shall be submitted to the exclusive jurisdiction of the competent courts in the city of Tel-Aviv, Israel, and not to any other courts of law. For the avoidance of any doubt, it is made clear that any matter related to the interpretation and/or fulfillment and/or breach and/or any other matter concerning this Agreement, the parties will expressly submit to the Laws and Courts of Israel, waiving any other jurisdiction that may correspond by any reason, including by reason of present or future address or place of operations of any party.
Severability. Any invalidity or unenforceability, in whole or in part, of any provision of this Agreement shall not affect the validity or enforceability of any other of its
Waiver. No term or provision of this Agreement shall be deemed waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or Such waiver shall not be construed as a waiver of any other obligation or subsequent breach.
Assignability. Licensor may not assign or otherwise transfer any of his rights or obligations under this Agreement without the prior written consent of WORLD FOOTAGE.WORLD FOOTAGE only may assign this Agreement, or any part thereof to a corporate subsidiary or affiliate or to the successor of its business, as well sublicensed distributors.
Trademarks. Licensor grants WORLD FOOTAGE permission to use Licensor’s name and trademark (if applicable), whether on the web, social platforms or in marketing materials in order to maximize Licensor’s
Entire Agreement. This document constitutes the entire agreement between the parties, all oral agreements being merged herein, and supersedes all prior representations. There are no representations, agreements, arrangements, or understandings, oral or written, between or among the parties relating to the subject of this Agreement that are not fully expressed herein. All paragraph captions are for reference only and shall not be considered in construing this
This Agreement is the result of negotiations of and drafting by the Parties, and no provision shall be construed for or against any Party as the sole drafter of such provision. The headings in this Agreement are for convenience only and shall not be relied upon in the interpretation of any provision(s) to which the heading applies.
Survival. In the Case of Termination all other provisions that may reasonably be construed as surviving the termination or expiration of the Term will survive the termination of this Agreement and the expiration of the Term
Non-Exclusive; Independent Business Relationship.
Nothing in this Agreement is intended nor shall be construed to establish an employment or agency relationship between the Parties, and neither Party is authorized to act on behalf of, or bind, the other Party with respect to any matter.
No Right to Company Benefits. licensor is not an employee of WORLD FOOTAGE and will not be entitled to participate in, or receive any, benefit or right as a WORLD FOOTAGE’S employee under any Company employee benefit and welfare plans, including, without limitation, employee insurance, pension, savings and security plans, as a result of his entering into this Agreement.
licensor certifies that he has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, or that would preclude licensor from complying with the provisions hereof, and further certifies that licensor will not enter into any such conflicting Agreement during the term of this Agreement.

Content Submission Guidelines

Source Files. The Licensor agrees to provide WORLD FOOTAGE with the highest quality digital source files as the Submitted
Model and Property Releases. Submitted Content containing images of people must be accompanied with the appropriate, referenced talent releases to be considered for distribution. If the content contains images of property requiring a property release, those releases must be provided as

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and do each hereby warrant and represent that their respective signatory whose signature appears below has been and is on the date of this Agreement duly authorized by all necessary and appropriate corporate or company action to execute this Agreement.