Licensor — ACME Resources LLC
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Name: Michael Yuan
Title: General Manager
Date:
Licensee —
Name:
Title:
Date:
This Content License Agreement (the “Agreement”) is made and effective as of between ACME Resources LLC, a TX LLC located at (the “Licensor”), and , a located at (the “Licensee”). The Licensor and the Licensee are each a “Party” and together the “Parties.”
The “Content” licensed under this Agreement is described as follows, together with all copyrights and related rights in it owned or controlled by the Licensor:
Subject to this Agreement, the Licensor grants the Licensee a license, during the Term and within the Territory, to use the Content for the following permitted uses (the “Licensed Scope”): . “Territory” means . The Licensee may not sublicense, assign, or transfer its rights without the Licensor’s prior written consent. All rights not expressly granted are reserved by the Licensor.
In consideration of the license, the Licensee shall pay the Licensor a license fee of , payable as set out in this Section. Fees are non-refundable except as expressly provided. The Licensee shall keep records sufficient to verify any usage-based fees and shall make them available to the Licensor on reasonable request.
Unless the Licensor agrees otherwise in writing, the Licensee shall include the following attribution and credit whenever it uses or displays the Content: . The Licensee shall not remove, obscure, or alter any copyright notice, watermark, or other proprietary marking in the Content.
The Licensee shall not: (a) use the Content outside the Licensed Scope or Territory; (b) modify, adapt, or create derivative works from the Content except as expressly permitted in the Licensed Scope; (c) use the Content in any unlawful, defamatory, or infringing manner, or in a way that disparages the Licensor; (d) use the Content in connection with pornographic, hateful, or illegal material; or (e) represent that it owns the Content. The Licensor retains all ownership of the Content.
This Agreement begins on the Effective Date and continues for unless earlier terminated. Either Party may terminate on written notice if the other materially breaches and fails to cure within thirty (30) days. On termination or expiration, the Licensee shall cease using the Content and, at the Licensor’s direction, remove or destroy all copies within its control, except for archival copies required by law.
The Licensor represents and warrants that it owns or controls the Content and has the right to grant this license, and that, to its knowledge, the Content does not infringe the rights of any third party. The Licensee shall indemnify the Licensor against claims arising from the Licensee’s use of the Content outside the Licensed Scope. EXCEPT AS EXPRESSLY STATED, THE CONTENT IS LICENSED “AS IS,” WITHOUT OTHER WARRANTIES, EXPRESS OR IMPLIED.
This Agreement is governed by and construed in accordance with the laws of the State of TX, without regard to its conflict-of-laws rules. This Agreement is the entire agreement between the Parties on its subject matter and may be executed in counterparts, including by electronic signature.
Name: Michael Yuan
Title: General Manager
Date:
Name:
Title:
Date: