LICENSING AGREEMENT

WHEREAS, the Licensee wishes to obtain the exclusive right to use, copy, display, distribute, and publish the Licensor's content for monetization and commercial purposes;

WHEREAS, the Licensor agrees to grant the Licensee an exclusive license in accordance with the terms set forth in this Agreement;

WHEREAS, the Licensor shall be entitled to a predetermined percentage of the profits generated by such content in accordance with the terms of this Agreement;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows.

The content shall consist of all the video specified in the Main Terms. It includes (but is not limited to) any identifiable individuals, locations, sounds, trademarks and logos and all other rights depicted or contained in the Content (the “Content”). You agree to supply the Content in such formats and by such means as we may require.

The Licensor hereby grants the Licensee an exclusive, worldwide, royalty-bearing, and perpetual license to use, edit, display, and monetize the content listed above on YouTube, TikTok, and other social media platforms. This includes the right to:

-Include the content in compilations;

-Edit, modify, or transform the content for entertainment purposes;

-Prevent others from using or licensing the content without Licensee’s written permission.

This license applies retroactively to any use of the content prior to the execution of this Agreement.

This license is retroactive and applies to the Licensee’s use of the content beginning from the original date of publication, including any prior use of the content before the execution of this Agreement. The Licensor acknowledges and agrees that the Licensee had permission to use the content as of the original publishing date.

Licensee agrees to pay Licensor 50% of all revenue directly generated by videos containing the licensed Content, as calculated by YouTube AdSense, TikTok, or similar platforms. Payments will be made via Cash App, PayPal, bank transfer, or other mutually agreed methods.

Payments will be issued according to the following schedule:

-TikTok revenue payments on the 15th of each month (corresponding to TikTok payout dates).

-YouTube revenue payments on the 7th and 12th of each month (corresponding to YouTube payout dates).

If any platform becomes demonetized during a payment cycle, the Licensor will still receive all payments owed for that month based on the revenue accrued before demonetization.

This Agreement shall commence on the Commencement Date and continue in perpetuity. The Agreement may be cancelled at any time by mutual consent and giving thirty (30) days notice in writing (the “Termination Date”).

In the event that the parties mutually agree in writing to terminate this Agreement, we agree to cease any further sales of the Content thirty (30) days following such mutual agreement being confirmed; notwithstanding the foregoing, the Content may continue to remain on our Pages, which may be monetised.

Any agreements or conversations relating to the Content that began prior to the Termination Date shall persist beyond the Termination Date and we shall be entitled to conclude such conversations and/or agreements and collect any revenues relating to those conversations and/or agreements. This shall include any long-term licensing of Content, work booked prior to the Termination Date and any renewals arising from conversations or agreements entered into or agreed during the Term. Should you breach any of the terms of this Agreement, we may terminate this Agreement and withhold any payments in relation to the Content.

You will remain the sole copyright owner of the Content, and the Agency assumes no responsibility for its creation or any related copyright matters. The Agency shall not be liable for any costs, expenses, damages, liabilities, claims, or fees arising from the production or use of the Content, or from any breach of warranties made under this Agreement.

You (the Assignor) agree to indemnify and hold harmless the Agency, along with its officers, employees, successors, licensees, permitted assigns, and any authorized third parties, from and against all claims, demands, actions, losses, damages, or expenses (including direct, indirect, or consequential losses, loss of profit or reputation, legal fees, and other related costs) that may arise from:

-Any breach of warranties you have made under this Agreement; or

-Any third-party claims involving defamation, copyright or trademark infringement, invasion of privacy, or any other rights violations related to the authorized use of the Content.

This indemnity shall remain in effect even after the termination of this Agreement.

This Agreement cannot be changed or altered unless both parties agree in writing. If any part of this Agreement is found to be invalid, illegal, or cannot be enforced, that does not affect the rest of the Agreement. All the other parts will still remain valid and fully enforceable. Every other term and condition in this Agreement continues to have full effect, even if one part does not.

This Agreement can be signed in multiple copies, and together they count as one agreement. It becomes valid and effective from the date you sign it, either on paper, with an electronic signature, or by sending digital confirmation like an email saying you agree. You agree that using an electronic signature, clicking “Accept” or “Submit,” or sending digital confirmation is just as legally valid as signing with a pen.