PHOTOGRAPHY/VIDEO LICENSE AGREEMENT This Photography/Video License Agreement (the “Agreement”) is made and effective June 19, 2018], BETWEEN: [YOUR COMPANY NAME] or Individual (Model) (the "Owner"), a corporation organized and existing under the laws of the Florida of United States], with its head office located at: [YOUR COMPLETE ADDRESS] AND: Women Assistance Group, Inc. (the "Licensee"), a corporation organized and existing under the laws of the Florida of United States, with its head office located at: 16124 Vanderbilt Dr. Odessa, Florida 33556 WHEREAS, the Owner is the holder of the copyright to certain Videos and Photographs produced by the Owner and Licensee is the creator and owner of certain sites on the World Wide Web who wishes to market and/or integrate the photographs of Owner into said Websites. RECITALS Owner represents and warrants to the Licensee that it is the sole and exclusive owner of certain Photograph and Video compositions which are described in Exhibit “A” attached hereto and made a part hereof (hereinafter referred to as the “Compositions”). Owner represents and warrants that it has signed release from all persons in the video and photographs and that all persons are over the age of 18. Owner further represents and warrants that none of the videos or photographs depict any persons under the age of 18 and that none of the videos or photographs depict or in fact show any person engaged in any illegal act. Licensee maintains a site accessible through the World Wide Web, which site is located at WAGInc.org and others at the discretion of the Licensee Licensee wishes to obtain a license to use the Compositions in connection with its Website and Owner wishes to grant Licensee such a license subject to the terms and conditions set forth in this Agreement. Owner represents and warrants that it has full and unrestricted power and authority to enter into this Agreement and to grant Licensee the license to use the Compositions as set forth in this Agreement. NOW, THEREFORE, in consideration of the promises and agreements set forth herein, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties, and for other good and valuable consideration, each intending to be legally bound hereby, do promise and agree as follows: 1. GRANT OF LICENSE 1.1 Owner hereby grants to the Licensee, the non-exclusive right and license to use the Compositions, or any portion of the Compositions, as the Licensee shall see fit, in connection with the Licensee’s Website/s. 1.2 The license granted here-under shall be a non-exclusive, worldwide, royalty free (subject only to licensing fee set forth herein) right to use the Compositions, subject to the terms and conditions set forth herein. 1.3 The term of this license shall be perpetual, unless terminated pursuant to the terms hereof. 1.4 The license granted herein shall be the right to integrate the Compositions into the Website of the Licensee. Included into this license shall be the following: Licensee shall have the right to offer the Compositions for sale or otherwise distribute, publish, grant any sub-licenses, sell, rent, convey, offer for download or otherwise exploit the Compositions. Licensee shall also be permitted to create derivative works based upon the Compositions. 1.5 Licensee shall be permitted to use portions, and not the entire Compositions, in connection with its Website without violating any rights of the Owner here-under. The License granted herein includes the right to synchronize and integrate the Compositions into the Licensee’s Website design and include the Compositions in connection with Flash presentations, applets, page loads, online video presentations, and any other use that integrates the Compositions into the design of the Licensee’s Website. 1.6 It is acknowledged and agrees by the Owner that users who access the Licensee’s Website will be permitted to hear/see the Compositions upon accessing the Licensee’s Website and that such access by users shall be permitted pursuant to the terms hereof. It is further acknowledged by the Owner that the Licensee cannot prevent users from violating the copyrights and other proprietary rights of the Owner and that Licensee is not responsible for the infringing acts of users. Owner holds Licensee harmless from and against any acts of the users that may infringe upon the rights of the Owner, including but not limited to actions based upon contributory infringements or any theory based upon the Licensee providing users with the means and facilities through which copyright or other proprietary rights infringement may take place. 1.7 The License granted herein includes the right to adapt the Compositions to an appropriate file format for access through the World Wide Web, including PDFs, JPEGs, WAV files, Mp3 format, or any other format which will permit integration into the Licensee’s Website and access to the Compositions over the World Wide Web. 1.8 Owner hereby grants to the Licensee the right to use the name of the Owner and the composer and artists involved in the Compositions in connection with it’s Website. Owner represents and warrants that it has the full right and permission to grant such licenses and permissions from all such individuals. 2. COMPENSATION FOR LICENSE 2.1 In consideration of the license granted herein, Licensee agrees to pay a revenue sharing license fee to the Owner in an amount equal to ________ of the sales of the Owner’s Compositions. Any use of the Compositions not producing a sale shall be free to the Licensee 2.2 Such License Fee shall be accounted for and due and payable within 30-days of the end of each quarter using the calendar year as the guide. Owner shall supply the RAW Compositions to the Licensee within 24-hours of acquiring the Compositions. At such time the Owner completes a composition into final from, the Owner shall have 7-days to make such Composition available to the Licensee. 3. TERM OF LICENSE 3.1 This License Agreement shall be effective upon execution by both parties. 3.2 The license granted here-under to use the Compositions within the scope and terms set forth herein shall be perpetual. 4. REPRESENTATIONS AND WARRANTIES Owner makes the following representations and warranties to the Licensee, which representations and warranties shall apply during the term of this Agreement and shall continue to apply following the terminations of this Agreement. Owner shall indemnify and hold the Licensee harmless from and against matters that arise relating to the representations and warranties of the Owner made herein. 4.1 Licensor (the Owner) is the sole and exclusive owner of the Compositions and the copyrights and other proprietary rights contained therein. 4.2 The Compositions do not infringe upon or violate the copyrights, trademarks, patents, or other proprietary rights of any other party. 4.3 Owner has the unrestricted right and power to enter into this Agreement and to license the Compositions to the Licensee as provided herein. 4.4 There are no other agreements, court orders or the provision of any law or administrative rule that interfere with the Owner’s right to license the Compositions here-under. 4.5 Owner has obtained all necessary consents, permissions, licenses and other documents from models, performers, photographers, copyright owners and others with any interest in the Composition or who performed on the Compositions, at Owner’s sole cost and expense and will indemnify and hold Licensee harmless from and against any and all claims, suits, threats, demands, actions and causes of action brought directly or indirectly by any of these parties. 5. COPYRIGHT NOTICES/RETAINED RIGHTS 5.1 Licensee shall place on its website a notice of the Owner of the Compositions. 5.2 Owner shall retain the copyright to the Compositions and all right, title and interest in and to the Compositions, including the right to publish, distribute, publicly perform, modify, enhance, change and improve, and all other exclusive rights of the copyright owner, except only for the right of license granted to Licensee here-under. 5.3 Licensee hereby agrees to and acknowledges the rights retained by the Owner here-under and acknowledges that the Owner shall retain all exclusive rights of the owner and holder of a copyright. Licensee agrees that it shall not challenge or dispute any of Owner’s exclusive rights or right, title and interest in and to the Compositions or the copyrights thereof. 5.4 Owner shall have the sole right to pursue any party that infringes upon the Owner’s Copyright or other proprietary rights in and to the Compositions and shall shoulder all expenses of prosecuting such infringement actions against third parties. 6. RESPONSIBILITY FOR WEBSITE Licensee shall be solely responsible for the content of its Website/s and for assuring compliance of such site with applicable laws. Licensee shall hold Owner harmless from and against any and all claims related to the content of the Licensee’s Website/s. 7. MISCELLANEOUS PROVISIONS 7.1 Notices Any notification or written communication required by or contemplated under the terms of this Agreement shall be in writing and shall deemed to be delivered if transmitted via Email at the Email addresses listed below, except for any notice of termination of this Agreement which shall be in writing and sent by Certified Mail, Return Receipt Requested and shall be deemed to have been delivered [NUMBER] business days after the date of mailing. Email addresses for such notices shall be: If To Owner: [EMAIL ADDRESS] If To Licensee: garycasper@verizon.net 7.2 No Assignment Neither this Agreement nor any right, interest, duty or obligation hereunder may be assigned by the parties hereto. 7.3 Governing law In interpreting the terms of this Agreement, the parties agree that the laws of the State of Florida shall be applicable. All suits permitted to be brought in any court shall be in Florida. 7.4 Arbitration Clause: At Women Assistance Group, Inc's sole discretion, any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by either the American Arbitration Association (“AAA”) or the United States Arbitration Association (“USADR”) Commercial Arbitration Rules, and judgement on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. 7.5 Entire agreement This Agreement contains the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes and replaces all prior discussions, agreements, proposals, understandings, whether orally or in writing, between the parties related to the subject matter of this Agreement. This Agreement may be changed, modified or amended only in a written agreement that is duly executed by authorized representatives of the parties. If any provisions hereof is deemed to be illegal or unenforceable by a court of competent jurisdiction, the enforceability of effectiveness of the remainder of the Agreement shall not be effected and this Agreement shall be enforceable without reference to the unenforceable provision. No party’s waiver of any breach or accommodation to the other party shall be deemed to be a waiver of any subsequent breach. IN WITNESS WHEREOF, the parties have executed this Agreement on the dates set forth first above, with full knowledge of its content and significance and intending to be legally bound by the terms hereof. OWNER LICENSEE Authorized Signature Authorized Signature Print Name and Title Print Name and Title EXHIBIT A All videos and/or photographs produced by the Owner and submitted to the Licensee by E-mail or other transmission for the purpose of displaying and/or selling the photographs or videos by the Owner at the Owner's sole discretion.
