CONTENT LICENSE AGREEMENT
This Content License Agreement (this “Agreement”) is entered into as of the last date of execution below (the “Effective Date”) by and between Licensor (as hereinafter defined) and Jaunt, Inc. (“Jaunt” and, together with Licensor, the “Parties” and each, a “Party”), in connection with short-form virtual reality program(s) as described in Schedule 1 hereto (each a “Program” and together the “Programs”).
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
- License. Licensor hereby grants to Jaunt a non-exclusive, sublicensable right and license during the Term (as hereinafter defined) and throughout the world (the “Territory”) to reproduce, distribute, display, perform and otherwise exploit the Programs in VR (as hereinafter defined) through the Jaunt Platform by any and all means and methods including, without limitation, video on demand, subscription video on demand, electronic sell through, ad-supported, free-to-viewer, pay-per-view. The foregoing includes the right to market and promote the Programs in any and all media, now known or hereafter devised, including by means of teasers, trailers and artwork, and the right to use the title of the Programs, music and other elements of the Programs, and the names, voices and likeness of any persons appearing in or providing services in connection with the Programs. If Licensor does not meet Jaunt’s requirements for delivery of sufficient marketing and promotion materials, as further set forth below, then Jaunt shall have the the right to create materials and prepare derivative works from the Programs solely in order to market and promote the Programs. As used herein, “VR” means all modes of virtual reality, now known or hereafter devised including, without limitation, cinematic virtual reality (e.g., an individual experience using a headset or virtual reality glasses), 360 degree two-dimensional formats and all other so-called “augmented reality” formats. As used herein, “Program” includes, without limitation, the audio-visual work, all elements thereof, and any materials, metadata and and documentation provided in connection therewith. As used herein, “Jaunt Platform” includes, without limitation, any Jaunt-branded distribution platform or channel including app(s) and website(s), and third party social media channels used by Jaunt. In addition to the foregoing, Jaunt shall have the right to syndicate the Programs to third parties, consistent with the terms hereof.
- Term. The term of this Agreement shall commence on the Effective Date and continue for a period of three (3) years after Delivery (as hereinafter defined) of the last Program made available hereunder (the “Initial Term”). Thereafter the Initial Term shall automatically renew for additional one (1) year periods unless this Agreement is terminated not later than sixty (60) days prior to the end of the then-current term (each a “Renewal Term”). The Initial Term and any Renewal Term are, collectively, the “Term”).
- Delivery. Licensor shall deliver each Program to Jaunt in accordance with Jaunt’s delivery requirements as set forth at: https://support.jauntvr.com/hc/en-us/articles/209641526-How-to-Prepare-Final-Assets-for-Transcoding-and-Publication as updated by Jaunt from time to time (each a “Delivery”). Notwithstanding anything to the contrary, any Program delivered to Jaunt for the purpose of distribution through the Jaunt Platform shall be subject to this Agreement, whether or not such Program is set forth on Schedule 1.
- Proceeds. Jaunt shall have the right, without obligation, to monetize the Programs in furtherance of the exercise of Jaunt’s licensed rights hereunder. In such event, Jaunt shall pay to Licensor one hundred percent (100%) of all revenues received by Jaunt (if any) in U.S. dollars (or other freely remittable currency) directly from and attributed to Jaunt’s exploitation of the Programs including via transactional video on demand, electronic sell through, pre-roll and end-roll advertising and/or Program-specific sponsorships, minus (a) a Jaunt Platform fee of thirty percent (30%) of such revenues; and (b) any other fees or costs agreed to by the Parties in a separate writing (collectively, “Defined Proceeds”). Defined Proceeds shall be subject to any deductions or withholdings required by applicable law including, without limitation, sales tax and VAT, but excluding taxes imposed on Jaunt’s receipt of its share, if any, of revenues. For the avoidance of doubt, Jaunt will be under no obligation to exploit or monetize the Programs and, in such event, Jaunt makes no guarantees of any revenues therefrom. Jaunt will account to Licensor for Licensor’s share of the Defined Proceeds at the end of each sixty (60) day period; provided that sums shall accrue but not be payable until at least two hundred fifty dollars ($250) are accrued for the applicable period (which sum shall be carried over to the following period if payment is not otherwise due). Any remaining sums accrued upon termination or expiration of this Agreement shall be be due and payable for such period. Jaunt will provide or make available statements to Licensor concurrent with all payments. All payments shall be made to Licensor via the Automated Clearing House (ACH) according to instructions provided by Licensor. Jaunt reserves the right to use a different payment mechanism for payments outside the United States.
- Representations, Warranties and Indemnification. Licensor represents and warrants that: (a) Licensor is the sole and absolute owner (or licensor) of, and has the absolute right to grant to or vest in Jaunt, all rights, licenses and privileges granted to or vested in Jaunt under this Agreement; (b) neither the Programs, nor any part thereof, nor any intellectual property or other materials contained therein or synchronized therewith, nor the title thereof, nor the exercise of any right, license or privilege herein granted, violates or will violate, or infringes or will infringe, any trademark, trade name, contract, agreement, copyright (whether common law or statutory), patent, literary, artistic, dramatic, personal, private, civil, property or privacy right or “moral rights of authors” or any other right of publicity, or does or will slander or libel any person or entity; (c) Licensor has the power and authority to enter into this Agreement; and (d) no payments will be due to any third party (including, without limitation, any union or guild) in connection with Jaunt’s exercise of the rights, licenses and privileges granted to or vested in Jaunt under this Agreement. Jaunt represents and warrants that it has the power and authority to enter into this Agreement. Each Party shall indemnify, defend and hold the other Party, its affiliates and sublicensees, and each of their respective directors, officers, employees and agents harmless from and against any and all third party claims, damages, liabilities, losses (including reasonable attorney’s fees) arising out of or in connection with any breach of any representation, warranty, covenant or agreement under this Agreement. Each Party shall promptly notify the other of any such claims. The indemnifying party shall have the right to control the defense of any such claims, provided that the indemnified party shall have the right to participate in the defense thereof at its sole cost.
- Miscellaneous. This Agreement and the rights and obligations of the Parties shall be construed in accordance with and be governed by the laws of the State of California applicable to agreements executed and to be performed entirely therein. This Agreement may not be changed, modified, amended or supplemented except in a writing signed by the Parties. Jaunt may freely assign this Agreement and any and all of its rights hereunder, in whole or in part. Each Party acknowledges and agrees that the other Party has not made any representations, warranties, covenants or agreements of any kind related to the subject matter hereof, except as expressly set forth herein. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Scanned PDF signatures or other electronically submitted signatures shall have the same force and effect as original signatures. All notices hereunder shall be sent as follows: (a) to Licensor at the address set forth below or, if not provided, to any address provided by Licensor; and (b) to Jaunt at Jaunt, Inc., 951 Mariner's Island Blvd., Suite 500, San Mateo, CA 94404, Attn: General Counsel and to legal@jauntvr.com. Notices shall be effective upon receipt when delivered by hand or by a nationally recognized overnight courier or service. All provisions of this Agreement which normally survive expiration or termination shall do so including, without limitation, indemnification. The use of headings herein is for convenience only and shall not be used to interpret this Agreement.