Licensing Agreement

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Please read the following license agreement carefully.

Definitions within this agreement:

Licence Period: In perpetuity.

Number of Exhibitions: Unlimited

Territory: Throughout the universe.

Media: All media, audio, written or visual, whether now known or hereafter devised.

Licensor: submittor of licensed material

Licensee: Real Mom Media Inc. and its subsidiaries

Agreement

You (“Licensor”) hereby agree to submit the attached audio-visual material (the “Licensed Material”) to Real Mom Media (“Licensee”) on the following terms:

Permitted use of Licensed Material: The Licensed Material shall be added to Licensee’s library of audio visual clips (the “Library”) for use by Licensee for any and all purposes as determined by Licensee in its sole and absolute discretion. Further, Licensee shall have the express right to sublicense the Licensed Material to third parties (each a “Sublicensee”) for any and all purposes as determined by Licensee or Sublicensee in its sole and absolute discretion without further compensation.

For good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), Licensor hereby grants to Licensee, an irrevocable, non-exclusive, royalty free license to use and sublicense the Licensed Material for any and all purposes as determined by Licensee in its sole and absolute discretion, in all media, whether now known or hereafter devised, throughout the universe, in perpetuity. Licensor expressly acknowledges that Licensee’s use of the Licensed Material may be commercial in nature and may be in connection with any products or brands. Licensor and Licensee agrees as follows.

  1. The Licensee may edit the Licensed Material in its sole discretion.
  2. The Licensor represents and warrants that:
    1. The Licensor has the full right, power and authority to enter into, fully perform, and grant the rights granted by the Licensor in, this Licensing Agreement (this “Agreement”), and by entering into, fully performing, and granting the rights granted by the Licensor in, this Agreement, the Licensor is not and shall not be in violation of the terms of any agreement or understanding to which the Licensor is party;
    2. The Licensor solely owns and/or controls 100% of all other rights in and to the Licensed Material and all elements therein and thereof, or has obtained all necessary rights, permissions and consents (e.g., from individuals and locations featured therein) with respect thereto such that the Licensor has the right to grant the rights set forth in this Agreement in connection with the Licensed Material and all elements therein and thereof and each of the foregoing may be used as contemplated hereunder, including, without limitation, all rights in and to all audio and visual elements (including, without limitation, musical elements), all rights in the likenesses of any people (if any) depicted in the Licensed Material, master recordings and synchronization rights;
    3. The Licensed Material does not and shall not infringe upon the rights or interests of any third party; (e) the Licensed Material is free and clear of any liens or claims with respect to the use thereof, and any such use will not give to any claims of infringement, invasion of privacy, or rights of publicity or for payment of re-use fees, residuals or additional fees; and (f) the Licensed Material and the production thereof (including without limitation, any acts or performances included therein) did and will not violate any federal, state or local laws, rules or regulations.
  3. If the Licensor or any other person has or at any time acquires any rights in the Licensed Material (or any element thereof) known as “moral rights,” “droit moral” or any other analogous rights however denominated in any jurisdiction throughout the universe, whether now known or hereafter recognized (collectively, “Moral Rights”), then to the maximum extent permitted by law, in favor of Licensee, its related and affiliated entities, the licensees, successors and assigns of each of the foregoing, and the officers, directors, consultants, employees, agents, contractors, representatives, licensees, successors and assigns of each of the foregoing,
    1. The Licensor hereby irrevocably and unconditionally waives such Moral Rights, and/or warrants that the Licensor has obtained the irrevocable and unconditional waiver of all such Moral Rights from all individuals holding such Moral Rights,
    2. To the extent that such Moral Rights cannot be waived under the applicable laws of any jurisdiction but the Licensor or any individuals holding such Moral Rights may consent to the doing of all acts and/or the omission of all acts that, but for such consent, would be an infringement of such Moral Rights, then the Licensor irrevocably and unconditionally grants such consent, and/or warrants that Licensor has obtained such irrevocable and unconditional consent from all individuals holding such Moral Rights, and
    3. Neither the Licensor nor any other person or entity shall institute, support, maintain or permit any action or lawsuit on the ground that any use of the Licensed Material pursuant hereto constitutes an infringement of any Moral Rights. To the maximum extent permitted by law, in favor of the Licensee, its related and affiliated entities, the licensees, successors, and assigns of each of the foregoing, and the officers, directors, consultants, employees, agents, contractors, representatives, licensees, successors and assigns of each of the foregoing, the Licensee hereby:
      1. irrevocably and unconditionally grants all necessary rights and consents under the copyright laws of the United States or any similar or analogous law or statute of any other jurisdiction, for the Licensee and each of the foregoing to use and exploit all rights granted to the Licensee hereunder throughout the universe, in any and all media, whether now known or hereafter devised, during the License Period, without restriction, and/or warrants that the Licensor has obtained all necessary consents from all individuals holding such power of consent, and
      2. irrevocably and unconditionally waives the Licensor’s rights under the copyright laws of the United States or any similar or analogous law or statute of any other jurisdiction, and/or warrants that the Licensor has obtained the irrevocable and unconditional waiver of such rights from any and all individuals holding such rights.
  4. The Licensor acknowledges, consents to, and accepts, the risk that, to the extent Licensee uses the Licensed Material in any manner as determined by Licensee in Licensee’s sole and absolute discretion, such use may (and is expected to) include, without limitation, a portrayal, commentary or other discussion of the Licensed Material, the individuals, entities or other material appearing or referenced therein. The Licensor acknowledges and agrees that any of the foregoing may be unfavorable, fictional, derogatory, surprising, defamatory, disparaging, or embarrassing to the Licensed Material or the individuals, the entities or other materials appearing or referenced therein. Further, the Licensor acknowledges and agrees that such uses of the Licensed Material could portray the Licensed Material or such individuals, entities and/or other material appearing therein in a negative, unflattering or false light or otherwise subject any of the foregoing to embarrassment, ridicule, emotional distress, and/or damage to reputation.
  5. The Licensor acknowledges and agrees that Licensee is under no obligation to use the Licensed Material.
  6. The Licensee acknowledges that its use of the Licensed Material will not affect the Licensor’s continued and separate copyright ownership of the Licensed Material and Licensee represents and warrants that it shall take commercially reasonable steps as it determines appropriate to protect the Licensor’s copyright and trademarks.
  7. The Licensor agrees that its sole remedy in the event of any legal action against Licensee shall be an action at law against Licensee to recover monetary damages actually suffered, if any (but no special, consequential or punitive damages). Specifically, the Licensor agrees that the Licensor shall not have any right to enjoin or otherwise prevent or inhibit any use or exploitation of the Licensed Material, any other motion picture or other work incorporating the Licensed Material, or to terminate or rescind this Agreement or any of the rights, releases or privileges granted to the Licensee hereunder, or to obtain any other form of equitable or injunctive relief, and the Licensor hereby irrevocably waives any right it may have to do or grant or authorize others to do any of the foregoing. At all times Licensee shall have all rights and remedies which it has at law and/or in equity pursuant hereto and/or otherwise, all of which rights and remedies shall be construed as cumulative.
  8. The Licensee shall be entitled to assign all or any portion of the rights and licenses granted herein and shall be entitled to assign this agreement in whole or in part to any person without further payment to the Licensor. The Licensor shall not, without the Licensee’s consent in writing, be permitted to assign or license this Agreement or any rights granted hereunder, in whole or in part, or to delegate any of its responsibilities hereunder, in whole or in part, and any purported assignment, license, or delegation by the Licensor in violation of the foregoing shall be void. Subject to the foregoing, this Agreement is binding upon and shall inure to the benefit of the respective licensees, successors, and assigns of the parties hereto.
  9. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes any and all prior and contemporaneous agreements, drafts, negotiations, undertakings, arrangements, understandings and communications of any nature with respect thereto, whether oral and/or written, express and/or implied. The Licensor has not been induced to execute this Agreement as a result of, and has not executed this Agreement in reliance on, any promise, representation, or warranty not expressly contained in this Agreement. This Agreement cannot be amended or modified in anyway except by a written agreement signed by all parties hereto. In the event of any conflict between any provision of this Agreement and any statute, law, regulation or applicable collective bargaining agreement provision, the latter will prevail; however, in such event, the provision(s) of this Agreement so affected will be curtailed and limited only to the minimum extent necessary to permit compliance with the requirement(s) of such statute, law, regulation or provision, and all other terms of this Agreement will continue in full force and effect. No waiver by the Licensee of any breach of any covenant or provision of this Agreement shall be deemed to be a waiver by the Licensee of any preceding, succeeding, or continuing breach of the same, or any other, covenant or provision. No failure by the Licensee to exercise, or any election thereby not to exercise, any rights or remedies accorded to the Licensee hereunder or otherwise shall be deemed a waiver of the right to exercise such rights or remedies. None of the Licensee’s rights or remedies may be waived other than in writing.
  10. This Agreement shall be construed and enforced in accordance with the internal, substantive laws of the State of Pennsylvania, applicable to contracts negotiated, executed, and fully performed within that state, regardless of where negotiation, execution, and performance of this agreement may actually occur and without regard to that state’s conflict of laws provisions. This Agreement may be executed by clicking accept and does not require the countersignature of  the Licensee to remain in full force and effect.

NOTE: By clicking submit, you are giving up important legal rights. You agree that you have reviewed the agreement with your own legal counsel prior to accepting (or you have been given a reasonable opportunity to discuss this with legal counsel and have voluntarily declined.