Content License Agreement

Adwizar Inc. (“adwizar”) and the “Licensor” desire to enter into an agreement that sets out the terms on which Licensor will provide a license to certain content to Adwizar.

  1. License Grant. In consideration of the attribution in Section 2 in relation to the video provided by Licensor to Adwizar and uploaded herewith to Adwizar’s video submission portal (the “Licensed Content”), Licensor hereby grants Adwizar and its affiliates (i) a world-wide, non-exclusive, perpetual, royalty-free license to use, copy, reproduce, process, adapt, publish, transmit, distribute, resell, sublicense, display and create derivative works of the Licensed Content on the Adwizar Properties and to extract and use portions of the Licensed Content for the purpose of marketing such content to users of the Adwizar Properties; and (ii) the right to sublicense the Licensed Content to Adwizar end users for their review, personal use and not for resale and subject to any copying and distribution limitations set out on the Adwizar Properties. Adwizar may also make editorial or format modifications or use excerpts of the Licensed Content. Licensor agrees that the license above includes the right for Adwizar to make the Licensed Content available to other companies, organizations or individuals who partner with Adwizar for the broadcast, distribution or publication of such content on other media and services in order to promote or syndicate Adwizar’ business. Licensor understands that the Licensed Content may be re-broadcasted by Adwizar partners and if Licensor does not have the right to submit content for such use, it may subject Licensor to liability. Adwizar will not be responsible or liable for any use of the Licensed Content by Adwizar in accordance with this Agreement. “Adwizar Properties” means any website or social media page or property that is owned or operated by, or partnered with, Adwizar now or in the future.

  1. Attribution. Adwizar will ensure that any article or content incorporating the Licensed Content will include attribution of origin to the Licensor in the caption and as shown on Schedule A.

  1. Content Usage. Adwizar retains full editorial control over all content on the Adwizar Properties and may make changes to the content which incorporates the Licensed Content at any time. Adwizar will own all derivatives works and content created by or on behalf of Adwizar that the Licensed Content is included with or derived from.

  1. Term and Termination. This Agreement shall commence on the Effective Date and shall remain in full force and effect until terminated by either party providing at least 7 days prior written notice to the other party. The rights granted to Licensed Content will survive termination of this Agreement subject to Adwizar’s continuing compliance with the obligations in Section 2.

  1. Warranties. Licensor represents and warrants to Adwizar that (i) Licensor is the sole creator of the Licensed Content or, if a coauthor or the provider of Licensed Content which incorporates third party works, that Licensor has the written consent, release, and/or permission of each and every copyright holder to enable inclusion and use of such Licensed Content in the manner contemplated by this Agreement; and (ii) use of the Licensed Content as contemplated under this Agreement does not and will not violate or infringe rights of any third party including, but not limited to, copyrights, trade secrets, trademarks, patents, moral rights, rights of publicity, or privacy, and does not libel anyone. Each Party warrants that it will not enter into any third-party agreements or grant any rights or licenses that conflict with those contemplated by this Agreement.

  1. Indemnification and Limitation of Liability. Each party agrees to indemnify and hold the other party harmless against any and all third party proceedings, causes of action, suits, damages, losses, liability, costs and expenses (including reasonable legal fees) whatsoever that may arise, either directly or indirectly, in any connection with any breach of the foregoing representations and warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES IN CONNECTION WITH THIS AGREEMENT. NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY AMOUNT WHATSOEVER UNDER ANY CIRCUMSTANCES, EXCEPT IN RELATION TO A BREACH OF PARAGRAPH 5.

  1. General Provisions. This Agreement is governed by the laws of Ontario, Canada and constitutes the entire agreement between the parties. All additions or modifications to this Agreement must be made in writing and must be signed by both parties. If any part of this Agreement is held to be invalid or otherwise unenforceable, the provision shall no longer form part of this Agreement. It is not intended that any agency or partnership relationship be created by this Agreement. This Agreement may be executed in counterparts. The parties agree to keep the terms of this agreement confidential.

  1. By clicking ‘ACCEPT’ in relation to this Agreement, you agree to be bound by the Terms contained herein

Schedule A- Attribution