EXCLUSIVE VIDEO-ON-DEMAND AND SUBSCRIPTION VIDEO-ON-DEMAND LICENSE AGREEMENT The Chosen, LLC Address
Exhibit 6(g)
EXCLUSIVE VIDEO-ON-DEMAND AND SUBSCRIPTION
VIDEO-ON-DEMAND
LICENSE AGREEMENT
The
Chosen, LLC
Address
As of
February 9, 2018
This
Video-on-Demand and Subscription Video-on-Demand License Agreement
(“Agreement”) is made as of this 9th day of February,
2018 (the “Effective Date”), by and between The Chosen,
LLC, a Utah limited
liability corporation with its principal place of business located
at ▇ ▇. ▇▇▇▇ ▇, ▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇ (“Licensor”), and VidAngel, Inc., a Delaware corporation
located at ▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ (“Licensee”) (referred to
individually as “Party” or collectively, the
“Parties”) with respect to licensing certain
Video-on-Demand and Subscription-Video-On-Demand content defined
herein as the “Licensed Materials.”
RECITALS
WHEREAS, Licensor is the owner of all rights in the Licensed
Materials as defined below, including the right to license the
exploitation of the work or series of works titled
“The Chosen”
(the “Content”), as provided herein;
WHEREAS, Licensee desires to obtain a license to exploit the
Licensed Materials worldwide as explained below; and
WHEREAS, Licensor desires to grant the license to
Licensee.
NOW, THEREFORE, in consideration of the promises and
agreements set forth herein, and good and valuable consideration,
the sufficiency of which is hereby acknowledged, the Parties, each
intending to be legally bound hereby, do promise and agree as
follows:
ARTICLE 1
Definitions
1.1
“Affiliate”
means any Entity, now or hereafter existing, that directly or
indirectly owns, is owned by, or is under common control with, a
Party to this Agreement.
1.2
“Compensation”
means Licensor’s share of Net Profits from the exploitation
of VOD and SVOD content as set forth in paragraph 3.1.1, together
with any Angel Bonus earned by Licensor as set forth in paragraph
3.1.2.
1.3
“Consumer”
means any person who purchases the right by rental or purchase to
have the Content transmitted to him or her for
viewing.
1.4
“Derivative
Works” means new works created by Licensee from the
Content the sole purpose of which is to be used for the promotion
and marketing of the Content as licensed to Licensee
hereunder.
1.5
“Entity”
means a corporation, association, partnership, business trust,
joint venture, limited liability company, proprietorship,
unincorporated association, or other form that has or can exercise
independent legal standing.
1.6
“Gross
Receipts” means all revenues, including tips, received
from the exploitation of VOD and SVOD content that Licensee is
licensed to exploit (including the Licensed Materials) as set forth
in paragraph 3.1.1. The Gross Receipts do not include revenues
derived from content owned by Licensee.
1.7
“Intellectual
Property Rights” means any and all tangible and
intangible: (a) rights associated with works of authorship
throughout the world, including but not limited to copyrights,
neighboring rights, moral rights, and mask works, and all
derivative works thereof (b) trademark and trade name rights and
similar rights, (c) trade secret rights, (d) patents, designs,
algorithms and other industrial property rights, (e) rights in the
nature of unfair competition rights and rights to ▇▇▇ in passing
off, (f) all other intellectual and industrial property rights (of
every kind and nature throughout the world and however designated)
whether arising by operation of law, contract, license, or
otherwise, and (g) all registrations, initial applications,
renewals, extensions, continuations, divisions or reissues thereof
now or hereafter in force (including any rights in any of the
foregoing).
1.8
“Licensed
Materials” means the Content, including all component
parts thereof owned, controlled, and/or licensed by Licensor, all
Intellectual Property Rights therein and related thereto, and all
Deliverables.
1.9
“Nation”
and ”Nationwide”
mean the United States, its territories and possessions, and all
places under its jurisdiction.
1.10
“Net
Profits” means the Gross Receipts less 25 percent
(applied to marketing) less Licensee’s VOD- and SVOD-related
costs and expenses (including, without limitation, third-party
processing fees and payment processing fees; fees charged by credit
card issuers; fees charged by third-party apps and services,
including, without limitation and by way of example, iTunes,
Amazon, and Roku; returns; refunds; penalties; permits; licenses;
and taxes).
1.11
“Release
Date” means a date mutually agreed by Licensee and
Licensor for commencing the exploitation of the Licensed Materials.
Licensee and Licensor anticipate that the Release Date will occur
in conjunction with the 2018 Thanksgiving holiday, if reasonably
practicable, or in conjunction with the 2019 Easter
holiday.
1.12
“Subscription-Video-On-Demand”
(“SVOD”) means, without limitation, the exploitation of
the Content, with or without VidAngel tipping included, as part of
a subscription service (including ad-supported or as part of basic
programming) for private viewing in any venue (including, without
limitation, residences, and hotels) delivered by any transmission
means that allows each viewer to initiate a transmission at any
time.
1.13
“Video-on-Demand”
(“VOD”) means, without limitation, the exploitation of
the Content, with or without VidAngel tipping included, as part of
an a-▇▇-▇▇▇▇▇ service (including ad-supported or as part of basic
programming) for private viewing in any venue (including, without
limitation, residences, and hotels) delivered by any transmission
means that allows each viewer to initiate a transmission at any
time.
ARTICLE 2
License
2.1 Grant of
License.
2.1.1
Scope and
Rights. Subject to the terms and conditions set forth in
this Agreement, Licensor hereby grants to Licensee (i) a Nationwide
exclusive, sublicensable license to transmit, reproduce,
distribute, publicly perform, display, create Derivative Works and
otherwise exploit each season’s episodes of the Licensed
Materials, including the Content, through any and all media now
known or hereafter devised for one year following delivery to
Licensee; (ii) a worldwide exclusive, sublicensable license to
transmit, reproduce, distribute, publicly perform, display, create
works derivative of and otherwise exploit each season’s
episodes of the Licensed Materials, including the Content, through
all forms of VOD with tipping; (iii) a Nationwide nonexclusive,
sublicensable license to transmit, reproduce, distribute, publicly
perform, display, create works derivative of and otherwise exploit
each season’s episodes of the Licensed Materials, including
the Content, through all forms of VOD without tipping; (iv) an
exclusive Nationwide, perpetual and non-terminable, sublicensable
license to transmit, reproduce, distribute, publicly perform,
display, create works derivative of and otherwise exploit the
Licensed Materials, including the Content, through any and all
forms of SVOD without tipping; (v) a right of first refusal to
obtain foreign or worldwide rights as described in subsections (i),
(iii), and (iv) of this section 2.1.1, both initially and, with
respect to any such rights that are licensed by Licensee, whenever
such rights are offered for renewal (for clarity, if such rights
are licensed to third party distributors, Licensee shall not have
the right of refusal for any renewals of such foreign rights); and
(vi) a worldwide non-exclusive, sublicensable license to transmit,
reproduce, distribute, publicly perform, display, create works
derivative of and otherwise exploit the Licensed Materials,
including the Content, through any and all forms of VOD without
tipping (the “License”) during the License Term. The
rights granted herein shall include the right:
2.1.1.1
To use the title or titles by which the Content is or may be known
or identified;
2.1.1.2
To employ any platform or app used by Licensee to distribute,
publicly perform, display, or otherwise transmit content, including
without limitation the Content, via VOD or SVOD using, by way of
example and not limitation, Roku apps, Amazon Fire TV, Play
Station, Apple TV, iTunes, and Licensee’s own
website;
2.1.1.3
To use and perform all music, lyrics and musical compositions
contained in the Content and/or recorded in the soundtrack thereof
related to the distribution, exhibition, advertising, marketing,
publicizing, and exploiting of the Content. The foregoing
notwithstanding, the foregoing rights are only with respect to use
of the music in context only as contained in the Content and not in
connection with any other programming or as standalone soundtrack
releases;
2.1.1.4
To dub (subject to review and approval from the Licensor) and or
subtitle the Licensed Materials, including the Content, in any
language;
2.1.1.5
To close caption the Licensed Materials, including the Content, in
English, Spanish, Portuguese, Chinese, French, German, and any
other language for which Licensee transmits or will
transmit;
2.1.1.6
In connection with the
Licensed Materials, to use Licensor’s name, logos, and/or
trademarks for promotional purposes;
2.1.1.7
Subject to review and approval from the Licensor (not to be
unreasonably withheld), to cut, edit, re-edit, reconfigure,
shorten, lengthen, and time-compress the Licensed Materials,
including the Content, subject only to any union or guild
requirements that Licensor provides in writing to Licensee;
provided that Licensor hereby consents to any direct or indirect
filtering for content of the Licensed Materials; and
2.1.1.8
To publicize, advertise and exploit the Licensed Materials,
including the Content, worldwide consistent with the Scope of
Rights of the Grant of License during the License Term, including
without limitation, (i) to publish and to license and authorize
others to publish in any language synopses, summaries, and stories
of and excerpts from the Licensed Materials, including the Content,
in newspapers, magazines, the Internet, and any other periodicals
and in all other forms of advertising and publicity whatsoever not
exceeding 7,500 words in length taken from the original material;
(ii) broadcast by radio and television and to license and authorize
others to so broadcast, in any language, or any parts or portions
of the Licensed Materials, including the Content, not exceeding
five (5) minutes in length; (iii) use, license and authorize others
to use the name, physical likeness and voice (and any simulation or
reproduction of any thereof) of any party rendering services in
connection with the Content, and (iv) to use, license and authorize
others to use any cover artwork and still images from the
Content.
2.2
Term of
License. The License shall become effective on the Release
Date, and, except as to the perpetual grant of SVOD license rights
but subject to the six-month checkpoint set forth in section 3.5,
shall continue for three years (the “License Term”).
The License Term shall automatically renew for one-year increments
thereafter unless either party delivers to the other written notice
of its intention to terminate this Agreement not less than sixty
(60) days prior to the expiration of the initial License Term or
subsequent renewal period.
2.3
Deliverables.
Licensor shall provide Licensee with a master copy of each of the
Licensed Materials in accordance with the deliverable requirements
of Exhibit A, including all applicable promotional materials,
artwork and photographs, technical elements, metadata, advertising
or product-offer tags and other related materials reasonably
requested by Licensee (the “Deliverables”). Licensor
shall deliver the Deliverables at least thirty (30) days prior to
the Release Date. Licensee shall work in good faith with Licensor
to complete the technical evaluation report and to determine
whether any deliverable requirement of Exhibit A is unnecessary for
the full exercise of Licensee’s rights
hereunder.
2.4
Right
of First Refusal.
Licensee shall have a worldwide right of first refusal during the
License Term with respect to all other licensing rights of any
nature or kind, now known or hereafter devised.
2.5
Reservation of
Rights. All rights not expressly granted by Licensor
pursuant to this Agreement are reserved to Licensor. The Parties
expressly and specifically agree that the Licensor shall retain the
underlying copyright and ownership thereof in the Licensed
Materials, and any derivative works.
ARTICLE 3
Consideration and Accounting
3.1 Apportionment of
Revenues. Licensor
shall be compensated for the use of the Licensed Materials,
including the Content, as follows.
3.1.1 VOD- and SVOD-Based
Compensation. Twenty-five percent (25%) of all revenues,
including tips, received from the exploitation of VOD and SVOD
content (including the Licensed Materials) shall be applied to
marketing Licensee’s products and services, including the
Licensed Materials. Licensee’s VOD- and SVOD-related costs
and expenses (including, without limitation, third-party processing
fees and payment processing fees; fees charged by credit card
issuers; fees charged by third-party apps and services, including,
without limitation and by way of example, iTunes, Amazon, and Roku;
returns; refunds; penalties; permits; licenses; and taxes) will be
offset against the remaining seventy-five percent (75%) of VOD and
SVOD content revenues. The remaining portion of all revenues
received from the exploitation of VOD and SVOD content will
constitute the “Net Profit.” Licensor will be paid a
guaranteed minimum of 40 percent of the Net Profit attributable to
the Licensed Materials, based on the number of hours of Licensed
Content viewed by Licensee’s customers during the applicable
quarter of the calendar or tax year calculated as a percentage of
the total number of hours of all VOD and SVOD content watched by
Licensee’s customers during that quarter.
3.1.2
Angel
Bonus. In addition to
guaranteed licensing payments of 40 percent of the Net Profits,
Licensor will be eligible to receive an uncapped Angel Bonus in an
amount determined by three factors: “Goodness,”
“Loyalty,” and “Word of Mouth.” The bonus,
if earned, will be based on a proprietary Licensee algorithm.
“Uncapped” means that the Licensor may receive an Angel
Bonus that can in some instances be a multiple of the guaranteed
licensing payment of 40 percent of the net profits.
3.1.2.1 Goodness. The
Goodness factor is intended to benefit licensors who provide clean
(not requiring filtering) or relatively clean (requiring little
filtering) content as determined by a proprietary algorithm
developed by Licensee. Whether and in what amount any Goodness
contributes to the Angel Bonus shall be within the Licensee's sole
discretion.
3.1.2.2 Word of
Mouth. The Word of
Mouth factor is to reward content owners whose content contributes
significantly to Licensee’s ability to attract new paying
customers. Whether and in what amount any Word of Mouth contributes
to the Angel Bonus shall be within Licensee’s sole
discretion. A high Goodness score will have an amplifying effect on
the Word of Mouth factor's contribution to the Angel
Bonus.
3.1.2.3 Loyalty. The
purpose of the Loyalty factor is to reward content owners whose
content contributes significantly to Licensee's ability to retain
new customers, existing customers and reactivate old customers.
Whether and in what amount any Loyalty score contributes to the
Angel Bonus shall be within Licensee's sole discretion. A high
Goodness score will also have an amplifying effect on the Loyalty
factor's contribution to the Angel Bonus.
3.2
Angel
Bonus Pool. Licensee will, at a minimum, regularly commit a
dollar amount equivalent to 20 percent of Net Profits to the Angel
Bonus pool. Those funds will be used for the sole purpose of
rewarding licensors for the performance of their licensed content
across the Goodness, Word of Mouth, and Loyalty
factors.
3.3
Accounting and
Payment. Licensee
shall keep books and records showing its Gross Receipts, Net
Profits, Angel Bonus calculations, and Angel Bonus Pool
contributions. Licensee will pay Licensor Licensor’s
Compensation as per sections 3.1.1 and 3.1.2 with payments and
statements due 45 days after the expiration of the applicable
quarter. During the Term, the applicable accounting periods shall
coincide with the following fiscal quarters: January through March,
April through June, July through September, and October through
December. Following the initial term, the applicable accounting
periods shall be annual, due in December. Licensee will account to
Licensor in customary industry manner—which accounting shall
include a summary of distribution activities, costs, and revenues.
Notwithstanding the foregoing, no accounting shall be rendered for
any period in which no receipts are received, and no distribution
activities occur.
3.4
Dashboard.
Licensee will provide a dashboard accessible to Licensor that will
report on a daily basis the number of persons who subscribe to
Licensee’s service for the purpose of watching the
Content.
3.5
Checkpoint.
Beginning six months after Licensee makes the Content available to
the public and monthly thereafter, Licensee will provide Licensor
with data sufficient to show what percentage of the persons who
view the Content as part of a free trial thereafter subscribe to
Licensee’s services. If under 50 percent of such persons
remain subscribers of Licensee’s services after six months,
Licensor will be permitted to shorten the one-year exclusivity
period set forth in section 2.2 to six months.
3.6
Inspection of
Records. Licensor
may, at Licensor’s expense, but not more than once annually,
audit those books and records of Licensee that pertain to the
calculation of Licensor’s Compensation. Said audit shall be
conducted by a certified public accountant selected by Licensor,
subject to Licensee’s approval, during regular business
hours, upon 30 days’ notice, in a manner that does not
interfere with Licensee’s normal business activities. The
auditor shall simultaneously provide a complete written copy of the
audit results to Licensee and Licensor. If said audit uncovers an
underpayment to Licensor, Licensee shall pay the underpayment
within 60 days following receipt by Licensee of the audit results
if Licensee agrees that the audit results are correct.
3.7
Exclusivity
Period. Licensee will
not initiate any other crowd-funding or testing-the-waters campaign
for a minimum of two weeks after Licensor begins accepting
investments under a qualified Regulation A+ offering.
ARTICLE 4
Representations, Warranties, and Covenants
4.1
Representations,
Warranties, and Covenants of Licensor. Licensor hereby represents, warrants,
and covenants each of the following:
4.1.1
Licensor’s
Right and Authority to Enter into License
Agreement. Licensor
has the right and authority to enter into this Agreement, to grant
the rights granted hereunder, and to fully perform all its
obligations hereunder; Licensor either owns all rights in the
Licensed Materials or controls the exhibition and distribution
rights thereto; and no other third-party payments, approvals and/or
licenses are necessary for Licensee’s full use of the
Licensed Materials according to the terms of this
Agreement.
4.1.2
Licensor’s
Control of Licensed Materials. The entirety of the Licensed Materials
and all performances of musical compositions contained in the
Licensed Materials are owned or licensed by Licensor for use in and
in connection with the Licensed Materials for the entire License
Term, so that no payment of any kind shall be required by Licensee
of any kind for their exploitation other than the License Fee; and
in particular, no residuals, royalties, reuse fees, mechanical
rights fees, or any other fees or costs of any kind shall be
required for using any performance or composition contained in the
Licensed Materials as contemplated herein.
4.1.3
Licensor’s
Control or Ownership of Exploitation Rights. With respect to the Licensed
Materials, the non-dramatic public performance rights necessary for
exhibition and exploitation of the Licensed Materials hereunder are
owned by or licensed to Licensor and no additional clearance of, or
payment with respect to, such rights of Licensee is required for
use of the Licensed Materials.
4.1.4
Licensor’s
Payment of Production Costs. All costs of production of the
Licensed Materials, including, without limitation, all
compensation, laboratory costs, license fees, and royalties will be
paid in full prior to delivery to Licensee of the Licensed
Materials, except for any deferred costs, which shall be payable by
Licensor.
4.1.5
Clear
Title. There is no
action, suit, or proceeding relating to the Licensed Materials
pending, or, to the knowledge of Licensor, threatened, before any
court, administrative or governmental body which might materially
affect Licensee’s rights hereunder.
4.1.6
Chain
of Title. There are no defects in the chain-of-title to the
Licensed Materials or any other literary, musical, or dramatic
material upon which the Licensed Materials are based which would
adversely affect any of Licensee’s rights.
4.1.7
Consent
to Use Name, Image, and Likeness. All persons who furnish
services or grant rights in the Licensed Materials shall before the
Effective Date have authorized pursuant to binding agreements with
Licensor, which are hereby licensed to Licensee, the use of their
names, likenesses, and biographical data in the advertising and
promotion of the Licensed Materials in such manner as Licensee
shall determine in its sole discretion.
4.1.8
Unencumbered
Rights. Licensor’s grant of rights is now and shall
during the entire License Term (and any extension thereof) be
clear, exclusive, unencumbered, and free of any charges or claims,
security interests or mortgages.
4.1.9
Copyright
Ownership. The copyright in the Content and the literary,
dramatic, and musical material upon which it is based, or which is
contained in the Content will be valid and subsisting during the
License Term throughout the Territory, and no part of the Content
is in the public domain.
4.1.10
Non-Infringement.
To the best of Licensor’s knowledge, the Licensed Materials
(including the plot, characters, title, action, dialogue, music,
design, or the content thereof) shall not, nor shall the
exploitation of the License by Licensee, violate or infringe any
rights, including without limitation Intellectual Property Rights,
of any kind or nature of any person, company, or
entity.
4.2
Representations,
Warranties, and Covenants of Licensee. Licensee hereby represents and
warrants to Licensor that it has the right and authority to enter
into this Agreement and to fully perform all its obligations
hereunder. Licensee further represents and warrants that any
subsequent limitation to, or failure to provide Licensor with
further assurances of, Licensee’s ability to fully perform
all its obligations hereunder throughout the term of this Agreement
shall constitute a material breach and shall give Licensor the
right to immediately terminate this Agreement by written notice to
Licensee, notwithstanding the provisions of Article
7.1.
ARTICLE 5
Indemnification
5.1
Indemnification by
Licensor. Licensor at all times shall defend, indemnify, and
hold harmless Licensee and its Affiliates, and its and their
employees, agents, successors, and assigns, from and against all
claims, actions, damages and losses, liabilities, and expenses,
including reasonable attorneys’ fees, arising out of, or
caused by any breach of any of the representations, warranties,
covenants, undertakings, and agreements made by Licensor
hereunder.
5.2
Indemnification by
Licensee. Licensee at all times shall defend, indemnify, and
hold harmless Licensor and its Affiliates, and its and their
employees, agents, successors, and assigns, from and against all
claims, actions, damages and losses, liabilities, and expenses,
including reasonable attorneys’ fees, arising out of or
caused by any breach of any of the representations, warranties,
covenants, undertakings and agreements made by Licensee
hereunder.
ARTICLE 6
Confidentiality
6.1
Confidentiality.
Each Party, on behalf of itself and its Affiliates, agrees not to
disclose the terms or conditions of this Agreement to any third
party without the prior consent of the other party. These
confidentiality obligations are subject to the following exception:
disclosure is permissible if required by the government, court
order, or subpoena, if required by law or if required to enforce
rights under this Agreement; provided the Party required to
disclose first gives the other Party sufficient prior notice to
enable the non-disclosing Party to seek a protective order, and
reasonable steps are taken to maintain the confidentiality of this
Agreement.
ARTICLE 7
Termination
7.1
Termination.
If either Party breaches any material provision of this Agreement,
the non-breaching Party may terminate the Agreement upon thirty
(30) days’ written notice to the breaching Party provided
that during the thirty (30) day period, the breaching Party fails
to cure such breach. Articles 4, 5, 6 and 7 shall survive any
termination of this Agreement, whether by expiration of the License
Term, operation of law, or earlier termination under this Section
7.1.
7.2
Post-Termination
Rights. Upon the expiration or termination of this
Agreement, Licensor may require that Licensee return to Licensor,
at no cost to Licensor, all Licensed Materials.
ARTICLE 8
Miscellaneous
8.1
Integration and
Amendments. This
Agreement constitutes the entire understanding of the Parties, and
revokes and supersedes all prior agreements (whether written or
oral, whether express or implied) between the Parties relating to
the Licensed Materials. This Agreement shall not be modified or
amended except in writing signed by the Parties and specifically
referring to this Agreement. This Agreement shall take precedence
over any other documents that may be in conflict
herewith.
8.2
Insurance.
Licensor agrees, at its expense, to maintain in force, throughout
the License Term, an errors and omissions insurance policy with
Licensee named as an additional insured. The policy shall provide
coverage limits of at least one million dollars ($1,000,000.00) per
occurrence and one million dollars ($1,000,000.00) in the
aggregate. This policy shall provide that the insurer will give
Licensee at least thirty (30) days’ prior written notice of
any cancellation or amendment of the policy.
8.3
Advertising
Materials. Licensor hereby grants to Licensee a limited,
non-exclusive, non-transferrable, royalty-free license to use
Licensor’s name and logo in Licensee’s marketing
materials, and Licensor agrees that Licensee may indicate in such
materials that the parties have entered into a license agreement
pertaining to the Content. Licensor may terminate Licensee’s
right to use its name and logo, in whole or in part, by providing
written notice to Licensee if Licensee’s usage of
Licensor’s name and logo does not adhere to Licensor’s
then-current written policies provided to Licensee regarding the
use of Licensor’s name and logo.
8.4
Liquidated Damages.
Licensor
acknowledges that the disclosure of the Dashboard Data described in
section 3.4 or the Checkpoint Data described in section 3.5 to
others might well result in competitive harm to Licensee and cause
significant economic injury to it in a substantial amount that
cannot now be calculated. Accordingly, the Parties agree that
Licensor will be liable Licensee for liquidated damages of $50,000
as compensation for the economic injury Licensee will as the result
of an unauthorized disclosure of such data and not as a
penalty.
8.5
Governing
Law/Jurisdiction. The interpretation, construction,
validity, performance, and enforcement of this Agreement shall be
governed in accordance with the laws of the State of Utah, in the
United States, as if performed wholly within Utah and without
giving effect to the principles of conflicts of law. The exclusive
jurisdiction and venue of any action regarding this Agreement shall
be the courts of the State of Utah for the County of Salt Lake, or
the United States District Court for the Central Division of Utah
in the United States, and each of the Parties submits itself to the
exclusive jurisdiction and venue of those courts.
8.6
Mediation.
In the event of a dispute between the Parties, prior to commencing
any litigation the Parties agree to enter into good faith
non-binding mediation with a mediator mutually selected by the
parties. The mediation will follow the Utah Rules of Civil
Procedure and the Utah Rules of Evidence to the extent applicable.
Such mediation shall take place in Salt Lake City, Utah. Each party
shall pay its own costs of the mediation and the cost of the
mediator shall be divided equally between the parties.
8.7
Force
Majeure. Notwithstanding anything herein to the contrary,
neither party shall be liable to the other in damages or otherwise
owing to any failure to perform hereunder caused by fire;
earthquake; flood; epidemic; accident; explosion; casualty; strike;
lockout; labor action; riot; civil disobedience; act of a public
enemy; embargo; war; declared disaster; act of God or force
majeure; application of municipal, state or federal ordinance or
law; act of a legally constituted executive authority, whether
municipal, state of federal; or the issuance of any executive
order. In no event, however, shall inclement weather be deemed or
constitute an event of force majeure for any purpose of this
Agreement.
8.8
Successors and
Assigns. This Agreement shall be binding on and shall inure
to the benefit of the Parties and their Affiliates, successors, and
assigns. Nothing in this Agreement, express or implied, is intended
to confer any rights or remedies hereunder on any person other than
the Licensee or the Licensor, their respective Affiliates, and
their respective successors and permitted assigns. No assignment of
this Agreement or any of a Party’s rights and obligations
hereunder shall be binding on either of the Parties without the
written consent of the other.
8.9
Waiver. No
waiver by either Party of any default hereunder shall be deemed as
a waiver of any prior or subsequent default of the same or other
provisions of this Agreement. A waiver shall only be valid if in
writing.
8.10
Severability.
If any provision of this Agreement, or the application of such
provision to any person or party, in general or the circumstances,
is determined to be invalid, illegal, or unenforceable in any
respect by a court of competent jurisdiction, that invalidity,
illegality, or unenforceability will not affect any other provision
of this Agreement, and this Agreement will remain in full force and
effect and be legally effective as if that illegal, invalid, or
unenforceable provision were not a part of this
Agreement.
8.11
Notices. All
notices or consents shall be in writing and will be deemed
effective upon (a) personal delivery; (b) receipt of facsimile,
with confirmation of delivery; or (c) receipt, if sent by overnight
express or mailed by certified or registered mail, return receipt
requested, postage prepaid, and addressed to the
following:
For
Licensor:
Attn:
▇▇▇▇▇▇ ▇▇▇▇
The
Chosen, LLC
▇ ▇
▇▇▇▇ ▇, ▇▇▇ ▇
▇▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
Fax:
___________
Copy
to:
▇▇▇▇▇▇
& Abramoff
▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇. #▇▇▇
▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax:
▇▇▇-▇▇▇-▇▇▇▇
For
Licensee:
▇▇▇▇
▇▇▇▇▇▇
VidAngel,
Inc.
▇▇▇ ▇.
▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇,
▇▇ ▇▇▇▇▇
Fax:
▇▇▇-▇▇▇-▇▇▇▇
8.11
Relationship of
Parties. Nothing in this Agreement shall be construed to
create among the Parties a partnership, joint venture, or principal
and agent relationship, or to impose upon either Party any
obligation for any loss, debt, or other obligation incurred by the
other Party except as expressly set forth herein.
8.12
Section
Headings. The headings of sections contained in this
Agreement are inserted for convenience only and do not constitute
part of this Agreement or affect the construction
hereof.
[Signature Page Follows]
IN WITNESS WHEREOF, the Parties have executed this
Subscription Video-on-Demand With Tipping License Agreement on the
day and year first written above.
LICENSOR:
LICENSEE:
The
Chosen, LLC VidAngel, Inc.
By: /s/ ▇▇▇▇▇▇ ▇.
Eves______________
By: /s/
▇▇▇▇
Harmon______________
Name: ▇▇▇▇▇▇ ▇.
Eves______________
Name: ▇▇▇▇
Harmon_____________
Title: Manager___________________
Title: Chief Executive
Officer______
EXHIBIT A
Licensor’s Deliverables
PART I
Deliverable Materials
I.
HD File Based
Master of:
a.
________________
i.
ii.
iii.
PART II
Promotional Materials
● Key
Art as found within quantities Licensor has on hand.
● Music
and Effects Tracks