In consideration of the opportunity for the Content (defined below) to appear on the Den platform by Twenty Point Nine Inc. (“TPN”), which may include promotion such as exposure and ad credit, the party identified below as the “Licensee” agrees as follows:
- The Licensee grants TPN a worldwide, non-exclusive, royalty-free, fully paid up license to use (on its own or together with incorporated advertising) and modify all content uploaded and submitted by Licensee through the brand portal (collectively the “Content”) in accordance with the terms of this consent and licence.
- Without limitation, the licence granted pursuant to Section 1 above includes the right for TPN to use the Content for TPN’s marketing purposes, which include but are not limited to: the TPN website, its social media pages (FB, IG, YouTube, Twitter, Pinterest, TikTok), paid ads channels (FB, IG, Twitter, Pinterest, Google, YouTube), email marketing, or any offline marketing campaigns (print, TV, etc.).
- The Licensee shall provide TPN with such additional digital assets and information (such as cover image artwork, copyright information, cast, filmers, directors, producers, and any country or age restrictions) applicable to use of the Content. By way of example only, if any Content does not have music rights in a jurisdiction, the Licensee must disclose that information to TPN.
- The Licensee represents and warrants that:
- If the Licensee is an individual, they have reached the age of majority in their jurisdiction of residence and are not a member of any type of talent guild or union;
- Neither the Content, nor the use of the Content as permitted in this agreement, will infringe upon, misappropriate or violate the rights of any other person, including intellectual property, privacy and publicity rights;
- The Licensee owns or has obtained all necessary rights and permissions to grant TPN the right to use the Content, including having obtained written releases of all rights of privacy and publicity from any and all individuals included in the Content (or from their parent/legal guardian if they are minors), and no payment of any kind is due to any third party for the use of the Content;
- This agreement does not in any way conflict with any existing commitment that the Licensee has;
- Any claims made in the Content are current, true and accurate.
- The Licensee acknowledges and agrees that:
- Except as expressly set out in this consent and licence, the Licensee will not be entitled to any compensation from TPN for use of the Content;
- TPN may use the Content, in whole or in part, on an unlimited number of occasions and throughout the world;
- TPN has no obligation to use the Content and will determine in its sole discretion how and to what extent (if at all) the Content is used (including how long an ad or post will be up, how much spend goes behind each ad/post, etc.);
- The Licensee will not have any right of approval and no claim to additional compensation or benefit, and no claim (including, without limitation, claims based upon invasion of privacy, defamation, or right of publicity) arising out of any use of the Content as provided above;
- Nothing in this consent and release creates a relationship of employee or agent between Licensee and TPN.
- The Licensee releases and holds harmless TPN from all liability including any claims, demands, actions, causes of actions which may arise as a result of or in connection with its use of the Content as permitted by this agreement.
- The Licensee hereby indemnifies and holds TPN and its officers, directors, employees, agents, representatives, successors and assigns, harmless from and against any and all claims, actions or proceedings of any kind, and from any and all damages, judgments, losses, liabilities, costs and expenses (including reasonable legal fees and expenses), relating to or arising out of (i) TPN’s use of the Content as permitted by this agreement, (ii) the Licensee’s breach or alleged breach of this agreement, (iii) the Licensee’s violation of any applicable laws, or (iv) the Licensee’s violation of any rights of another person or entity.
- The Licensee confirms that they have read the above and fully understand its meaning and effect.
- To accommodate changes in our services, changes in technology and legal developments, this Consent and Licence may change over time without notice to you. We may add, change or remove portions of the Consent and Licence when we feel it is appropriate to do so. We encourage you to periodically review the terms of the Consent and Licence. Each time you submit new Content or use the Service you agree to be bound by terms of the then current Consent and Licence with respect to all submitted Content. Whenever we update the Consent and Licence, we will change the date above to indicate when the changes were made.
- If Licensee wishes to withdraw its consent for use of any Content, Licensee must submit a deletion request through their designated account manager. TPN will, upon receipt of such written request, cease using the Content identified in such notice in future activities or materials; provided however that any Content, or materials incorporating the Content, in circulation at the time the request is received may remain in circulation.
- The provisions of this consent and release shall be governed by the laws of Manitoba.
Date: September 18, 2022.