1. GRANT OF LICENSE.
Submitter/You ("Licensor") grant ViralHog LLC ("Licensee") an exclusive license for the Term outlined below to all the rights held by Licensor including, but not limited to, the right to use, alter, change, modify, add to, subtract from, rearrange, and/or to exhibit, broadcast, distribute, reproduce, license others (sub-license) the same rights and give permissions to reproduce and distribute, advertise, publish and otherwise exploit the submitted works ("the Work") by any and all methods, means or platforms, whether now known or hereafter discovered, in any manner and in any and all media throughout the universe, for any purpose whatsoever, as Licensee in its sole discretion may determine to monetize the Work.
2. CONSIDERATION.
In full and complete consideration to Licensor for all of the rights granted to Licensee hereunder, Licensee shall consider the Work for inclusion in Licensee’s compilations and other original productions, and strategize monetary avenues for the Work.
3. RIGHTS AND OBLIGATIONS.
Licensee shall provide all funding and technical expertise for the monetization of the Work. Licensee makes no guarantee regarding the amount of revenue Licensor may receive, if any. Licensee has no obligation to use the Work. Licensor agrees that Licensee has the right to monetize the Work, and the exclusive right to monetize any and all unauthorized postings of the Work, on any online platform including YouTube, Facebook, or other social media. Licensor shall upload the best quality video file available to Licensee’s server and add a line to any site where Licensor has previously posted the Work, stating: “For licensing or usage, contact: licensing@viralhog.com”. Licensee may require a change to this line at any time. Licensor shall not otherwise edit the description, title, length, audio, add text overlays or ads to, or modify the Work in any other way without the written approval of Licensee.
Licensor represents and warrants that the Licensor has the full legal right, power, and authority to grant Licensee the rights provided herein, that it owns or controls the rights to the Work for the purposes contemplated in this Agreement, and that neither the Work nor the exercise of the rights granted herein shall infringe upon or violate the right of privacy or right of publicity of, or constitute libel or slander against, or violate in common law or any other right, of any person or entity. Furthermore, Licensor has not, nor will they in the future, enter into any other agreement with any other party regarding these rights nor will they authorize any other party to exercise any right including, but not limited to, the right to monetize the Work on YouTube, Facebook, or other social media, or take any action that impairs the rights granted to the Licensee.
4. TERM.
Perpetual.
5. REVENUE SHARE.
Licensee will pay to Licensor 50% of Net Revenue received from the Work (the “Payment(s)”). Licensee shall process the Payment to Licensor within fifteen (15) days after the end of each month; however, if the amount owed Licensor is less than seventy-five US dollars ($75 USD) in any given month, Licensee reserves the right to carry the Payment over until the amount exceeds seventy-five US dollars ($75 USD). If the amount never exceeds seventy-five US dollars ($75 USD) or if the Licensee ceases license acquisition operations, then no Payment will come due. Licensee will have no obligation to make any Payments which are reasonably suspected by Licensee, in its sole discretion, to have resulted from fraudulent, misleading or false activities by Licensor. Licensee shall not be responsible for any Payments to Licensor for revenue earned in connection with the Work but not received by Licensee for any reason (for example, due to non-payment, or where Licensee does not receive adequate reporting so as to enable Licensee to assign revenue). Licensor agrees that if the outstanding Payment does not exceed seventy-five US Dollars ($75 USD) for a period of twenty-four (24) months, account maintenance costs will exceed expected future revenue. In this event, any outstanding Payment will be charged as a maintenance fee, and no future Payments are due. Licensor may choose to be paid via PayPal, paper check, or electronic bank transfer (the “Payment Method”). Any electronic bank transfer fees will be deducted from the Licensor’s Payment prior to sending. Licensor agrees to provide Licensee all the necessary and accurate information required to process the Payment (the “Payment Details’) via their preferred Payment Method. If Licensor fails to provide Payment Details to Licensee within sixty (60) days of the execution of this Agreement or the expiration of provided Payment Details, Licensor will forfeit the outstanding Payment balance to Licensee. If after sixty (60) days Licensor updates Payment Details, Licensee will make Payments to the Licensor in accordance with the above terms for Net Revenue earned for the period after Payment Details are updated. Licensor further understands that Payments may be subject to withholding tax which will be paid on behalf of Licensor to the appropriate tax authority.
6. RECORDS.
Licensee shall provide Licensor with an accounting of Payments, in a format chosen by Licensee, upon request.
7. DEFAULTS.
If Licensee fails to abide by the obligations of this Agreement, including the obligation to make Payments when required under the terms of this Agreement, Licensor shall have the option to cancel this Agreement by providing thirty (30) days written notice to Licensee. Within the thirty (30) day notice period, Licensee shall have the option of preventing the termination of this Agreement by taking corrective action that cures the default. If Licensor defaults, Licensee may cancel this agreement or cure said default out of the Payments.
8. TRANSFER OF RIGHTS.
This Agreement shall be binding on any successors of the parties. Licensee shall have the right to transfer its License to the Work to a third party. Any third party Licensee shall assume the same responsibilities, including the Payments, to the Licensor as Licensee has agreed to herein.
9. NO WARRANTY OF REVENUE.
The Licensor acknowledges and agrees that Licensee is not making any guarantees with regard to the amount of revenue or fee, if any, that will be generated by the Work. The Licensor agrees that any decision regarding the monetization of the Work is binding upon Licensor. Licensor agrees that it will not make any claim or bring any action against Licensee, whether in law or equity, or otherwise based upon or arising from, in whole or in part, any claim that Licensee has not properly exploited the rights or that more revenue or fees could have been earned than were actually earned by the exploitation of the rights.
10. INDEMNIFICATION.
Each party shall indemnify and hold the other harmless for any losses, claims, damages, awards, penalties, or injuries incurred by any third party, including reasonable attorney’s fees, which arise from any alleged breach of such indemnifying party’s misrepresentations and warranties made under this Agreement, provided that the indemnifying party is promptly notified of any such claims. The indemnifying party shall have the sole right to defend such claims at its own expense. The other party shall provide, at the indemnifying party’s expense, such assistance in investigating and defending such claims as the indemnifying party may reasonably request. This indemnity shall survive the termination of this Agreement.
Termination or expiration of this Agreement shall not extinguish any of the Licensee’s or Licensor’s obligations under this Agreement including, but not limited to, the obligation to make Payments which by their terms continue after the date of termination or expiration. Furthermore, any licenses granted by Licensee prior to termination of this agreement shall survive termination.
11. ATTORNEY-IN-FACT.
Licensor hereby irrevocably appoints Licensee as its attorney in fact in order to do whatever Licensee deems necessary to perform the terms of this agreement including, but not limited to, copyright related actions, namely, the right to prosecute any and all claims from the past, present, and future use of the Work by unauthorized third parties. Licensee hereby agrees that any settlements reached with third parties will include a fair market rate payment to Licensor for the unauthorized use to paid under the terms expressed throughout this agreement.
12. CONFIDENTIALITY.
Licensor acknowledges that the terms and provisions of this Agreement are confidential in nature and agrees not to disclose the content or substance thereof to any third parties, other than Licensor's respective attorneys and accountants, or as may be reasonably required in order to comply with any obligations imposed by this Agreement. Licensor acknowledges that any unauthorized disclosure, statement, or publicity may subject Licensee to substantial damages, the exact amount of which are extremely difficult and impractical to determine, and such unauthorized disclosure shall subject Licensor to legal liability (including an injunction to prevent further disclosure).
13. ENTIRE AGREEMENT.
This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.
14. SEVERABILITY.
If any provision of this Agreement is illegal and unenforceable in whole or in part, the remainder of this Agreement shall remain enforceable to the extent permitted by law.
15. WAIVER OF CONTRACTUAL RIGHT.
The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.
16. ELECTRONIC SIGNATURE AGREEMENT.
The licensor agrees that by entering their name through the submission form. You agree your electronic signature is the legal equivalent of your manual signature on this Agreement. You also agree that no certification authority or other third party verification is necessary to validate your e-signature and that the lack of such certification or third party verification will not in any way affect the enforceability of your e-signature or any resulting contract between you and Licensee.
17. ELECTRONIC RETURNS.
For the Term of this Agreement, Licensor consents to the receipt of all relevant tax information returns in electronic format. Accessing electronic tax information returns requires any computing device with an internet browser capable of downloading, opening, and printing Adobe .pdf files. Licensor affirms that they have a device that meets these requirements. If Licensor wishes to update any information relevant to tax information returns or no longer wishes to receive electronic information returns, they may notify Licensee in writing via email to accounting@viralhog.com or post to:
ViralHog, LLC
3701 Trakker Trail Suite 1C
Bozeman, MT 59718
Withdrawal of consent for electronic information returns must be received prior to December 31st of the tax year for which the electronic form will be filed. Electronic information returns will remain available to Licensor for a period of 24 months or the minimum required by law after the end date of this agreement. Upon withdrawal of consent Licensee will provide all tax information returns in paper format.
18. CHOICE OF LAW/DISPUTE RESOLUTION.
This Agreement shall be deemed to have been executed and delivered within the State of Montana, and the rights and obligations of the parties hereunder shall be construed and enforced in accordance with, and governed by, the laws of the State of Montana, without regard to the conflicts of law principles thereof. The parties agree to the personal jurisdiction by, and venue in, Gallatin County, Montana, and waive any objection to such jurisdiction or venue irrespective of the fact that a party may not be a resident of that State. The parties hereby agree to submit any disputes or controversies arising from, relating to or in connection with this Agreement or the parties' respective obligations in connection therewith to binding arbitration in Gallatin County, Montana in accordance with the rules of the American Arbitration Association. In the event of any dispute, Licensor shall not be entitled to, and hereby waives all right to, any equitable relief whatsoever, including the right to rescind this Agreement or any rights granted hereunder or to enjoin, restrain or interfere in any manner with the production, marketing, distribution or exploitation of the rights provided herein. All rights to recover consequential, incidental and/or punitive damages are waived by Licensor. The prevailing party shall be entitled to its reasonable attorneys’ fees and costs, including its share of the arbitration costs, from the losing party. All decisions of the arbitrator shall be final, binding, and conclusive on all parties. Judgment may be entered upon any such decision in accordance with applicable law in any court having jurisdiction thereof.
