LICENSE AGREEMENT
THIS AGREEMENT IS READ ONLY. YOU MUST SUBMIT THROUGH FORM PORTAL: www.Cinderblock.tv/submission-form
Last Updated: September 01, 2023
This Distribution Agreement (the “Agreement”), as well as any exhibits and schedules attached hereto and incorporated by reference herein, set forth the material terms of the exclusive agreement between you and ____________, Inc. dba “Cinderblock.TV” (“we”, “us”), pursuant to which you agree to deliver to the following terms:
1. Territory: The Universe
2. Term: The term of this Agreement (the “Term”) shall commence on the Effective Date and end on the latter of twenty-four (24) months from the Effective Date.
a. The Parties hereby agree they shall have one (1) mutual option to extend the Term for one (1) additional contract period each (such additional contract period, the “Option Period”), at the parties’ mutual election. If the Parties mutually decide to exercise the option for the Option Period (which may be done via a signed, written confirmation at any time prior to the date when the then-current Contract Period would otherwise expire), the Option Period concerned will commence upon the end of the then-current Contract Period and will end on the later of the date that is twenty-four (24) months following the commencement of the applicable Option Period. The Initial Period and the Option Period(s) may be referred to herein as “Contact Period(s)”.
b. Notwithstanding anything to the contrary contained herein, if, as of the date when the then-current Contract Period would otherwise have expired, the Parties have neither exercised the option to extend the Term for the further Option Period nor has either Party notified the other that the Party wishes to exercise such option, then this Agreement will automatically terminate, unless otherwise provided herein.
3. Delivery Commitment: During the Term, you shall Deliver to us the Video Concerts identified on Schedule 1 attached hereto and incorporated by reference herein (each a “Video Concert” and collectively, “Video Concerts”) (your “Delivery Commitment”). As used herein, “Deliver” or “Delivery” shall mean the actual receipt (and acceptance/approval) by us and of fully edited Video Concerts approved by us that are commercially and technically satisfactory to us (in our sole discretion) for the streaming of live concerts on our Platform, together with all applicable edits, artwork, materials, consents, approvals, clearances, licenses, permissions, side artist, sample and producer agreements and any other materials reasonably requested by us. “Platform” is defined as our website and mobile device application.
4. Royalties: In consideration for the Delivery Commitment and the License granted by you to us herein, we shall pay to you the Royalties (as defined in Section 4(a) below), which shall be calculated and payable as set forth below:
a. During the Term, we shall pay you the Usage Percentage (as defined in Section 4(b) below) multiplied by fifty percent (50%) of the Service Revenue (as defined in Section 4(c) below) in the manner and time frame set forth in Section 4(d) below (the “Royalties”).
b. “Usage Percentage” – means a fraction, the numerator of which shall be equal to the number of your Video Concerts streamed by us in a given calendar month, and the denominator of which shall be equal to the total number of video concerts from sources other than you streamed by us in such calendar month.
c. “Service Revenue” shall mean all fees paid or payable to and recognized by us in accordance with GAAP, directly related to our streaming of video concerts including, but not limited to: (i) subscription fees, (ii) advertising or sponsorship revenue, and (iii) any other consideration received by us with respect to the streaming of video concerts deducted by all integrated billing providers or app store fees (e.g., fees from Apple Inc.’s “App Store” and Google Inc.’s “Google Play” application stores), with a maximum deduction allowance of thirty percent (30%) of applicable revenues.
d. We shall account to you on a quarterly basis, within 90 days of the end of the applicable accounting period. All accountings rendered by us, or on our behalf, to you shall be binding and not subject to any objection by you unless specific written objection by you stating the basis thereof is furnished to us within two (2) years from the date such accounting is rendered. You shall be foreclosed from maintaining any action, claim or proceeding against us with respect to any statement or accounting due hereunder unless such action, claim or proceeding is commenced against us in a court of competent jurisdiction within two (2) years after the date such accounting is rendered.
e. You shall be solely responsible for paying the labels, publishers, artists and all producers, mixers, side artists and any other third parties entitled to receive payment in connection with the Video Concerts, from your Royalties. Notwithstanding the foregoing, if we pay royalties directly to any third party for which you are otherwise responsible hereunder, then such payment shall be deemed an advance hereunder and we shall have the right to deduct any and all royalties so paid from the Royalties otherwise payable to you hereunder.
5. License Grant: You hereby grant to us the irrevocable, non-exclusive right and license during the Term in the Territory to stream, publicly perform, digitally perform, publicly display, distribute, advertise, promote and otherwise exploit the Video Concerts, including all artwork, metadata, and all other materials related thereto, delivered to us by you pursuant to the Delivery Commitment during the Term.
6. Representations and Warranties: You represent, warrant, covenant, and agree that: (a) you are free to enter into and perform this Agreement, and are not and will not be under any disability, restriction or prohibition, contractual or otherwise with respect to your right to execute this Agreement, grant all of the rights granted to us hereunder and fully perform each and every term hereof; (b) all music and other material embodied in the Video Concerts shall not infringe upon or violate any copyright, the right of privacy of or any other right of any person or entity; and (c) we shall not be required to make any payment to any nature for, or in connection with your granting of the license for the Video Concerts to any third parties.
7. Confidentiality. Except with the prior written consent of the disclosing Party, neither Party shall use or disclose any Confidential Information other than:
(a) to such Party’s attorneys, accountants, agents, and financial representatives under a duty of confidentiality as may be reasonably necessary in order to receive their professional advice;
(b) to such Party’s employees and contractors who have a need to know and are bound by an agreement to protect the Confidential Information;
(c) as required by the securities laws of any jurisdiction in which a Party is operating, subject to such disclosing Party seeking confidential treatment for any Confidential Information to be disclosed to the maximum extent feasible;
(d) in connection with any legal, governmental or administrative proceeding, provided that prior written notice of such disclosure is furnished to the non-disclosing Party (to the extent not prohibited) in order to afford such non-disclosing Party a reasonable opportunity to seek a protective order (it being agreed that if the non-disclosing Party is unable to obtain or does not seek a protective order, disclosure of such information in such proceeding may be made without liability); and
(e) in contemplation of any investment, merger, or sale of all or a substantial portion of a Party’s assets or securities, subject to a nonuse and nondisclosure agreement consistent with the provisions of this Section 7.
“Confidential Information” means the terms of this agreement and any non-public information, reports, analyses, projections, and any other information the receiving Party should reasonably have understood under the circumstances should be treated as confidential (whether or not the designation “confidential” is used), provided by one Party to the other Party under or in connection with this agreement, whether delivered orally or in writing (including electronically). Notwithstanding the foregoing, Confidential Information does not include information: (i) previously known to the receiving Party by lawful means without obligation of confidence; (ii) independently developed by or for the receiving Party without use of or access to the other Party's Confidential Information; (iii) acquired by the receiving Party from a third party which is not under an obligation of confidence with respect to such information; and (iv) which is or becomes publicly available through no breach by the receiving Party of this agreement.
8. Indemnification. You shall defend us, at your expense, from any claim by a third-party that arises out of (i) facts that, if true, would constitute a breach by you of this Agreement, including any warranty, representation, covenant, or obligation made by you herein; and (ii) any use by us of the Video Concerts. You shall promptly (i) notify us in writing of any claim for which the foregoing indemnity applies and (ii) furnish us a copy of all relevant communication or notice received by you in connection therewith. You shall have full control over the defense of such claim (including any determination to appeal an adverse judgment) and we shall cooperate in connection with such defense; provided that if you fail to comply with your obligation to defend such claim, then we shall have the right to step in and defend such claim at your expense. You may not settle any claim that (A) imposes any requirements on the us or (B) which involves agreements other than the payment of money by you and the receipt of a full release for the benefit of the parties without our consent (which shall not be unreasonably withheld, conditioned or delayed). We shall have the right at any time and at our sole expense to take control of the defense of a claim; provided that in such event your indemnification obligation in connection with such claim shall no longer apply. We may participate in the defense of a claim with counsel of our own choice at our own expense.
Miscellaneous: This Agreement shall be governed by and interpreted in accordance with the laws of the State of California applicable to agreements entered into and wholly performed in California, without regard to any conflict of laws principles.You and we hereby agree that the exclusive jurisdiction and venue for any action, suit or proceeding based upon any matter, claim or controversy arising hereunder or relating hereto shall be in the state or federal courts located in the State and County of Los Angeles. The parties agree that all understandings and agreements heretofore made between them with respect to the subject matter hereof are merged in this agreement which fully and completely expresses their agreement with respect to the subject matter hereof, and except as specifically set forth herein, all prior agreements among the parties with respect to such subject matter are superseded by this agreement which integrates all promises, agreements, conditions and understandings among the parties with respect to such subject matter. You acknowledge that your services hereunder, as well as the rights and privileges granted to us hereunder, are of a special unique, unusual and extraordinary character which gives them a peculiar value, and that, in the event of a breach or threatened breach by you of any term, condition, representation, warranty or covenant contained herein, we will be caused irreparable injury and damage. You expressly agree that we shall be entitled to the remedies of injunction and other equitable relief to prevent or remedy a breach of this agreement. In no event whatsoever shall you have any right to seek or obtain injunctive or equitable relief. We may assign this agreement (in whole or in part), and same may be similarly assigned by any assignee. In entering into this Agreement, each Party has and shall have the status of independent contractor. Nothing herein contained shall create any association, partnership, joint venture or relationship of principal and agent between the Parties, except as specifically provided for herein; it being understood that the Parties are, with respect to each other, independent contractors, and neither Party shall have any authority to bind the other or the other’s representatives in any way and shall not hold itself out to any person or entity as having authority. You may not assign this agreement, and any purported assignment in violation of the foregoing is void ab initio. This Agreement may be executed in counterparts and any signed copy of this agreement delivered by facsimile transmission or via e-mail, shall, for all purposes, be treated as if it were delivered containing an original manual signature of the individual or entity whose signature appears on the facsimile or e-mailed document, and shall be binding upon such individual or entity in the same manner as though an originally signed copy had been delivered. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THIS AGREEMENT AND HAVE BEEN ADVISED BY US OF THE SIGNIFICANT IMPORTANCE OF RETAINING AN INDEPENDENT ATTORNEY OF YOUR CHOICE TO REVIEW THIS AGREEMENT ON YOUR BEHALF. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE HAD THE UNRESTRICTED OPPORTUNITY TO BE REPRESENTED BY AN INDEPENDENT ATTORNEY. IN THE EVENT OF YOUR FAILURE TO OBTAIN AN INDEPENDENT ATTORNEY OR WAIVER THEREOF, YOU HEREBY WARRANT AND REPRESENT THAT YOU WILL NOT ATTEMPT TO USE SUCH FAILURE AND/OR WAIVER as a basis to avoid any obligations under this agreement, or to invalidate this agreement or To render this agreement or any part thereof unenforceable.