Licensing Agreement

Licensing Agreement

Terms of Submission and Assignment

These Terms of Submission and Assignment confirm your rights and responsibilities when submitting Content to KGH Media. Please read it completely and carefully.

Content Guidelines:

Please do not submit Content containing any of the following:

  1. Pornography or sexually explicit content
  2. The depiction of illegal activities
  3. Material to which you do not own the copyright, or have the necessary permissions and/or licenses to upload/submit.

By uploading and submitting the Content (as defined herein) to KGH Media LLC (“KGH,” “We,” “Us,” or “Licensee”) electronically through its websites, digital channels, or any other means, including but not limited to text messaging (SMS), instant or direct messaging on social media platforms or other applications, or public chat rooms, you (“Content Submitter,” or “Licensor”) agree to accept these Terms of Submission and Assignment (“Terms,” or the “Agreement”) as it related to the Content.

By uploading and submitting the Content, you acknowledge that your submission constitutes your agreement and intent to be bound by these Terms of Submission and Assignment herein. In addition, you affirm that you are at least 18 years of age or older, an emancipated minor, or possess legal parental or guardian consent, and You are fully able and competent to enter into, abide by and comply with the Terms, and that you have full legal right, power, and authority to grant KGH the rights provided herein, that it owns or controls the rights to the Content for the purposes contemplated in this Agreement, and that neither the Content nor the exercise of the rights granted herein shall infringe upon or violate the right of privacy or right of publicity of, or constitute libel or slander against, or violate in common law or any other right, of any person or entity.

“Content” means any intellectual property, video, audio, artwork, text, messages, ideas, concepts, stories, character characterization, treatments, formats, photographs (including bursts), drawings, logos, graphics, and all forms of audiovisual works and recordings, all artwork, dialogue, literary material, music and musical compositions (including lyrics), sound recordings, characterizations, interactive features and each element contained therein, including, without limitation, any and all copyright and other intellectual property rights thereto, as well as Your and/or other persons’ names, likenesses, voices, usernames, profiles, actions, appearances, performances and/or other biographical information or material, and/or other similar materials that You provide, distribute, communicate, display, upload, post, or submit to KGH by or through its website, digital channels, or any other means, including but not limited to text messaging (SMS), instant or direct messaging on social media platforms or other applications, or public chat rooms.

  1. For good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), including, without limitation, Royalties (as defined herein), the mere possibility of KGH’s use, marketing, publicity, promotion, or display and/or distribution of the Content, and the mere possible use of your rights in, arising out of, or associated with a person’s name, voice, signature, photograph, or likeness, including without limitation rights of personality, privacy, and publicity, you grant KGH an exclusive worldwide license in perpetuity to all the rights you hold in the Content including, but not limited to, the right to use, alter, change, modify, add to, subtract from, rearrange, and/or to exhibit, broadcast, distribute, reproduce, transfer, license others (sub-license) the same rights and give permissions to reproduce and distribute, advertise, publish and otherwise exploit the submitted Content by any and all methods, means or platforms, whether now known or hereafter discovered, in any manner and in any and all media throughout the universe, for any purpose whatsoever, as KGH in its sole discretion may determine to monetize the Content (collectively hereinafter referred to, alternatively, as “contemplated uses.”)

    “Royalties” means compensation KGH agrees to provide to you by paying 20% of the revenue attributed from video licensing, advertising revenue generated over social media platforms, and proceeds attributed to Content For unauthorized use. The Submitter acknowledges that the payments will only be released when the Submitter’s earnings reach a minimum amount of USD $50.

  2. You represent and warrant that: (a) You have the full right, power and authority to enter into, fully perform, and grant the rights granted by Content Submitter in this Agreement, and by entering into, fully performing, and granting the rights granted by Content Submitter in this Agreement, you are not and shall not be in violation of the terms of any agreement or understanding to which you are party; (b) You solely own or control 100% of the copyrights in and to the Content and all elements therein and thereof; (c) You solely own or control 100% of all other rights in and to the Content and all elements therein and thereof, or have obtained all necessary rights, permissions and consents (e.g., from individuals and locations featured therein) with respect thereto such that you have the right to grant the rights set forth in this Agreement in connection with the Content and all elements therein and thereof and each of the foregoing may be used as contemplated hereunder, including, without limitation, all rights in and to all audio and visual elements, all rights in the likenesses of any people (if any) depicted in the Content; (d) the Content does not and shall not infringe upon the rights or interests of any third party; (e) the Content is free and clear of any liens or claims with respect to the use thereof in the manner authorized herein, and any such use as authorized herein will not give rise to any claims of infringement, invasion of privacy or rights of publicity, or for payment of re-use fees, residuals or additional fees; and (f) the Content and any production or reproduction thereof (including, without limitation, any acts or performances included therein) do not and will not violate any federal, state or local laws, rules or regulations.
  3. You acknowledge, consent to, and accept, the risk that, to the extent KGH uses, alters, sublicenses, or exercises any other rights granted or to be granted as contemplated uses in the Content by way of these Terms, such contemplated use, alteration, distribution, reproduction or sublicense may (and is expected to) include, without limitation, a portrayal, commentary or other discussion of the Content, the individuals, entities or other material appearing or referenced therein. You acknowledge and agree that any of the foregoing may be unfavorable, fictional, derogatory, surprising, defamatory, disparaging, or embarrassing to the Content or the individuals, the entities or other materials appearing or referenced therein. Further, you acknowledge and agree that such contemplated uses of the Content could portray the Content or such individuals, entities, or other material appearing therein in a negative, unflattering or false light or otherwise subject any of the foregoing to embarrassment, ridicule, emotional distress, or damage to reputation. Without limiting anything contained herein, or KGH’s rights to exploit the Content in any manner contemplated herein, you acknowledge and agree that you are familiar with the manner in which materials similar to the Content have previously been used in and in connection with the means KGH takes to monetize the Content.
  4. KGH represents and warrants that it shall take commercially reasonable steps as it determines appropriate to protect Submitter’s rights in the Content.
  5. Submitter shall indemnify, defend, and hold KGH, its related and affiliated entities, KGH’s successors and assigns of each of the foregoing, and the officers, directors, consultants, employees, agents, contractors, representatives, licensees, successors, and assigns of each of the foregoing, harmless from and against any third party claims, demands, actions, damages, allegations, losses, expenses (including, without limitation, reasonable attorneys’ fees), and other liabilities arising from or in connection with any of the following: (a) any breach of any of the representations, warranties, or agreements made by Submitter hereunder; (b) any claim that the use of any or all of the Content infringes any intellectual property right(s) of any third party; or (c) any use of the Content consistent with the terms hereof. KGH shall promptly notify you of any such claim against us. Submitter shall bear full responsibility for the defense of any such claim. In the event of any claim, demand or action giving rise to KGH’s defense, indemnity, and hold harmless obligations hereunder, KGH shall be entitled to select counsel to represent us in such matter, which selection shall not in any manner alter or eliminate your defense, indemnification, or hold harmless obligations hereunder (including, without limitation, with respect to the costs associated with such counsel). Submitter shall keep KGH informed of, and consult with KGH in connection with, the progress of any litigation or settlement of any such claim. Submitter shall not have any right, without KGH’s written consent, to settle any such claim if such settlement (i) obligates KGH to make or contribute to any monetary payment or incur any other obligation, (ii) arises from or is part of any criminal or quasi- criminal action, suit, or proceeding, or (iii) contains any stipulation, admission, or acknowledgment of any liability or wrongdoing (whether in contract, tort or otherwise) on the part of KGH. Submitter shall reimburse KGH promptly upon demand for any payment made by KGH at any time to which the foregoing indemnity applies.
  6. Submitter hereby irrevocably appoints KGH as its attorney in fact in order to do whatever KGH deems necessary to perform the terms of this agreement including, but not limited to, copyright related actions, namely, the right to prosecute any and all claims from the past, present, and future use of the Content by unauthorized third parties.
  7. You acknowledge that the terms and provisions of this Agreement are confidential in nature and agree not to disclose the content or substance thereof to any third parties, other than your respective attorneys and accountants, or as may be reasonably required in order to comply with any obligations imposed by this Agreement. You acknowledge that any unauthorized disclosure, statement, or publicity may subject KGH to substantial damages, the exact amount of which are extremely difficult and impractical to determine, and such unauthorized disclosure shall subject you to legal liability (including an injunction to prevent further disclosure).
  8. Submitter agrees that its sole remedy in the event of any legal action against KGH shall be an action at law against KGH to recover monetary damages actually suffered, if any (but no special, consequential or punitive damages). Specifically, Submitter agrees that Submitter shall not have any right to enjoin or otherwise prevent or inhibit any third-party that sublicenses the Content from KGH from the production, distribution, exhibition, advertising, marketing, promotion, or other exploitation of the Content, any other motion picture, or other work based upon the Content, or incorporating the Content, or to terminate or rescind this Agreement or any of the rights, releases, or privileges granted to KGH hereunder, or to obtain any other form of equitable or injunctive relief, and Submitter hereby irrevocably waives any right it may have to do or grant or authorize others to do any of the foregoing. At all times KGH shall have all rights and remedies which it has at law and in equity pursuant hereto and otherwise, all of which rights and remedies shall be construed as cumulative.
  9. KGH shall be entitled to assign all or any portion of the rights and licenses granted herein and shall be entitled to assign this agreement in whole or in part to any person or entity acquiring ownership, exploitation, or rights in the contemplated uses. Subject to the foregoing, this Agreement is binding upon and shall insure to the benefit of the respective licensees, successors, and assigns of the parties hereto.
  10. This Agreement shall, by mutual consent of the parties, remain in force perpetually until it is mutually terminated by both the parties.
  11. The jurisdiction for this Agreement is the appropriate courts of the territory where KGH normally resides or where KGH’s place of business is located. Any disputes arising from the execution of, or in connection with, this Agreement shall be settled through amicable consultation between the Parties. In the event that a settlement cannot be reached through consultation, the disputes shall be submitted to the single arbitrator appointed solely by KGH. The arbitration shall be conducted in accordance with the arbitration procedures of the Arbitration Association of appropriate jurisdiction. The award rendered by the single arbitrator shall be final and legally binding on both parties hereto. The prevailing party shall be entitled to the payment of the arbitration fees.
  12. If any portion of this Agreement shall be held invalid, such invalidity shall not affect the other provisions hereof, and to this extent, the provisions of this Agreement are to be and shall be deemed severable. If any party hereto incurs any legal fees, whether or not action is instituted to enforce the terms of this Agreement or to recover damages or injunctive relief for breach of this Agreement, it is agreed that the successful or prevailing parties shall be entitled to reasonable attorney fees and other costs in addition to any other relief to which it or they may be entitled.
  13. This Agreement constitutes the entire understanding between all parties and supersedes all previous understandings, agreements, communications and representations, whether written or oral, concerning the discussions by and between the parties hereto.
  14. Submitter hereby assigns for the term of this agreement to KGH, all of his Intellectual Property rights in the Content.