Content Rights Agreement – Exclusive License
This Content Rights Agreement (the “Agreement”) is entered into as of the date of full execution by both Parties (the “Effective Date”), by and between Tribal Nutrition, LLC, a company incorporated under the laws of the State of Nevada, with a principal place of business at 11500 South Eastern Avenue, #150 Henderson, NV 89052 USA (“Company”) and the signatory set forth in greater detail below (“Creator”) (each, a “Party” and collectively, the “Parties”).
Now therefore, the Parties agree to be bound by the commercial terms as follows:
The term of this Agreement shall be for an initial period of one (1) month, beginning as of the Effective Date (the “Initial Term”).
Thereafter, and if Creator shall continue to submit Content to Company, this Agreement shall automatically renew for additional (1) month periods (each, an “Additional Term”), until either Party provides termination notice to the other which shall be deemed immediate (email to suffice). Collectively, the Initial Term and the Additional Term shall be deemed the “Term”.
For clarity, termination of the Agreement shall not terminate Company’s rights to the Accepted Content (as defined herein), which are perpetual hereunder.
All still photography and/or video files and/or illustrations and/or any related material produced by Creator and submitted hereunder shall be known and referred to collectively herein as “Content”.
Company, in its sole discretion, may determine which of such Content submitted is suitable for use by Company and therefore subject to the payment consideration and license grant herein. Only such Content as selected by Company and deemed suitable will be considered "Accepted Content" for the purposes of applicable provisions of this Agreement. Company will provide notice to Creator when it has selected Content to be deemed Accepted Content hereunder.
For clarity, when an item of Accepted Content has been selected and has also been submitted with a Similar, both the item of Accepted Content and the Similar shall also be deemed licensed by Company for no additional fees (e.g. – one item of Accepted Content and one Similar shall only require Company to pay Creator for one item of content. A “Similar” is similar Content, typically taken at the same time and is depicting substantially the same image, especially when compared side-by-side with each other, would cause a third party, to believe the Content is substantially the same. For purposes hereunder, a Similar to an item of Accepted Content shall be deemed Accepted Content hereunder.
The Parties agree that all rights, including title and copyright, in and to the Accepted Content will be retained by you, and no title or copyright is transferred or granted in any way to Company or any third party except as provided in this Agreement.
Company, may from time to time, provide a credit to Creator for Accepted Content, but such credit shall be provided in Company’s sole discretion and any such display of a credit shall not be deemed precedential and Company shall have no liability for lack of credit.
License Rights to Company
In accordance with the terms and conditions of this Agreement, and solely relating to Accepted Content, Creator hereby appoints and provides Company with an exclusive license on a worldwide, royalty-free basis, the right to copy, use, reproduce, distribute, redistribute, sublicense, publish, republish, upload, post, transmit, broadcast, crop, modify, alter, create derivative works of, package, repackage, produce and sell prints or similar image products, or publicly perform or display Accepted Content in any and all media (including, by way of illustration but not limitation websites, emails, print, social media and other Company marketing purposes), now in existence or that may in the future be introduced, in perpetuity.
For clarity, Creator shall retain the right to use the Accepted Content for solely personal, noncommercial use on (i) social media and/or (ii) in a professional portfolio.
Provision of the Content to Company shall be as directed by Company from time to time. As of the Effective Date, Company shall provide a website and email address of an online drive for upload of Content.
You are responsible for providing all of your own equipment with which to provide the services hereunder and further warrants that you have authority to enter into, and to be bound by, this Agreement, that the Content provided to Company pursuant to this Agreement will not infringe any copyrights or other intellectual property rights, will not contain libelous or unlawful matter, and will not violate the privacy rights of any individual. Creator agrees to indemnify and hold harmless Company against any claims or losses resulting from or caused by Creator’s violation of the terms of this section.
By uploading Content to Company, you are warranting that you own all proprietary rights and/ or are the authorized Creator and/or the applicable copyright owner(s) of such Content, including copyright, in and to the Content with full power to grant the rights contemplated in this Agreement and transfer those rights to Company hereto.
In addition, to the extent that the Content contains images of people or persons, you represent and warrant that you have obtained a valid and binding model release from all required parties, and that you will keep the original release, and provide a copy to Company. Creator agrees to use Company’s model release for any models featured in the Content.
You also warrant that where required by applicable law, you have also obtained a valid and binding release relating to identifiable property contained in the Content that might sensibly lead to the identity of or be required by the owner of such property to permit the broad uses, including commercial use, of Content by Company.
If your Content was taken with an unmanned aerial vehicle (drone) or other unmanned device, you represent and warrant that you have adhered with all local laws and access requirements in the operation of the drone and capture of the Content, including any necessary licenses, permissions and permits to own and operate such unmanned device.
Creator agrees to indemnify and hold harmless Company against any claims or losses resulting from or caused by Creator’s violation of the terms of this section.
This Agreement is the entire agreement between the parties and may not be amended except by a writing signed by both parties. This Agreement shall be governed by, and construed and enforced pursuant to the laws of the United States, the State of Nevada, (excluding the law of conflicts). The relationship of Creator to Company pursuant to this Agreement shall be that of independent contractor and Creator shall not be deemed to be an employee of Company for any purpose. Company may freely assign its rights, obligations and duties under this Agreement.
Company shall make such payments to Creator in US Dollars on Net30 payment terms, which may be converted into local currency (as applicable) and based on exchange rates at the time of payment. Such payments will be made as directed by Company (e.g – via wire/direct deposit/check) during the Term. Creator also agrees to provide all Company required tax information, prior to receiving payment.
All amounts payable to Creator is exclusive of any taxes or duties with respect to Accepted Content in the jurisdiction where the payment is either made or received. Accordingly, Creator will be solely and exclusively responsible for any and all current and future applicable taxes, which may be incurred as a result of or otherwise in connection with this Agreement or the provision of Accepted Content to Company.