This licensing agreement (the “Agreement”) is dated as of the date on which Licensor (defined below) accepts the terms hereunder (the “Effective Date”) and is between Group Nine Media, Inc., a Delaware corporation and its subsidiary, TheDodo.com, Inc. with its principal place of business at 568 Broadway, Suite 506, New York, NY 10012 (“Dodo”), and you, the individual named on the attached contact form, (the “Licensor” and collectively with Dodo, the “Parties”).
Dodo owns and operates, among other things, (i) various media properties; (ii) the mobile application equivalents of the foregoing; (iii) social media channels representing the foregoing; and (iv) content created in association with other other entertainment producers and partners in various medium (collectively, the “Properties”).
The Parties wish to enter into an agreement under which the Dodo will license from the Licensor certain content (defined below) to promote on Dodo and the Properties and therefore agree as follows:
1. Content. The Licensor has created certain content, referenced in the contact (the “Content”).
2. Grant of License. The Licensor hereby grants to Dodo a non-exclusive, royalty-free, fully paid-up, perpetual, worldwide license to use the Content, as provided by the Licensor, in accordance with the following requirements:
(a) Dodo may reproduce or distribute the Content on the various digital properties owned, operated, or otherwise controlled by the Dodo, including, without limitation, the Dodo’s website, the programming it creates (including that for commercial purposes), and all official social media representing the Dodo’s business.
(b) Dodo may incorporate the Content in any manner Dodo sees fit in Dodo’s film or video productions (each, a “Production”), and to use and authorize others to use the Content as so incorporated in the Production in the distribution, sale, licensing, marketing, advertising, promotion, exhibition and other exploitation of the Production throughout the world, on a perpetual basis, and in any medium or format whatsoever now existing or later created.
(c) Unless otherwise agreed upon by the Parties, Dodo shall, in its sole discretion, use commercially reasonable efforts to include attribution language identifying the Licensor as the source and owner of the Content.
(a) The Licensor represents that the Licensor has good, valid and transferable title to all of the Content, and that any and all Content is free and clear of any liens, pledges, transfer restrictions, security interest or other encumbrances of any kind in each case other than those imposed by applicable law and incurred in the ordinary course of business for obligations not past due.
(b) Each Party represents that execution, delivery and performance of this Agreement and the consummation of the transactions contemplated under this Agreement will not conflict with or result in any violation, breach or default under (i) any applicable law; (ii) any licenses, permits, franchises or other authorizations from a governmental authority applicable to either Party or the Content; or (iii) any contract to which either Party, or either Party’s properties or assets are bound.
4. Indemnification. Each Party (in such capacity, the “Indemnitor”) shall, at its own expense, indemnify, defend and hold harmless the other Party (in such capacity, the “Indemnitee”), its parents, affiliates, subsidiaries, licensees, successors and assigns and their respective officers, directors, employees, representatives, and agents from and against and in respect of any and all third-party claims, suits, actions or other proceedings of whatever nature or kind, whether formal or informal, (collectively, “Claims”) brought against the Indemnitee, its affiliates or any of their respective officers, directors, employees, representatives, or agents, as well as from and against and in respect of any damages (including, without limitation, reasonable outside attorneys’ fees) to the extent that such Claims are directly caused by: (i) any breach or alleged breach by the Indemnitor of its representations, warranties, covenants, or other obligations hereunder; or (ii) the Indemnitor’s performance or non-performance of its obligations hereunder.
5. General Terms. This Agreement is governed by and construed in accordance with the laws of the State of New York without reference to any principles of conflicts of laws, which might cause the application of the laws of another state. Any action instituted by either party arising out of this Agreement shall only be brought, tried and resolved in the applicable federal or state courts having jurisdiction in the State of New York. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement, and supersedes all prior negotiations, agreements, representations, and understandings of any kind, whether written or oral, between the Parties, preceding the date of this Agreement. A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.
By agreeing to the click-through associated with the content submission form, the Parties agree to the terms and conditions included in this Agreement .