MOJO Yoga Content License Agreement

 

This License Agreement (“Agreement”) is made on between You, the signer, (“Licensor”) and MOJO Thrive Inc. dba MOJO Yoga (“Licensee”) of PO Box 791164 Paia HI 96779 for a license to use high-definition video (film or digital), audio, still photography, and printed material or product depicting or describing, and including but not limited to yoga instruction, education, classes, lessons, workshops, extended learning courses, yoga challenges, teacher trainings, curriculum, sequences, chanting, live events, live one-on-one sessions, question & answer sessions, and lectures. (the “Product”).

In consideration of the foregoing promises and the mutual covenants set forth in this Agreement and other valuable considerations, the parties agree as follows:

1.    License: Licensor hereby grants Licensee an exclusive license to use the Product for the permitted uses as set forth in this Agreement only. All other rights in and to the Product, including but not limited to all copyright and other intellectual property rights relating to the Product are retained by Licensor. 

2.    Permitted Uses: Licensee may only use the Product as follows: 

Product shall be published and/or reproduced on the websites which Licensee owns and operates and may also be published and/or reproduced in its associated advertising. 

Product may be sub-licensed by Licensee to its affiliated businesses or organizations under specific contract for publication and/or reproduction on the websites which the contracted business or organization owns and may also be published and/or reproduced in its associated advertising. In this use case, Licensee shall provide Licensor with a separate content licensing agreement specific to the terms of the sub-license. 

3.    Prohibited Uses: Licensee is prohibited from the use of the Product not expressly permitted in the preceding section. Prohibited uses include but are not limited to: 

A.    Using any aspect of the Product as part of a trade-mark, design-mark, trade name;

B.    Using the Product in a manner that is considered under applicable law to be pornographic, obscene, immoral, infringing, defamatory or libelous in nature, or that would be reasonably likely cause any person or property reflected in the Product to be seen in a false light;

4.    Term: The grant of this license is effective as of the signing of this Agreement and shall continue in effect until the universal annual renewal date of July 1. This Agreement shall automatically renew at the end of the current term for a successive term of 1 (one) year unless either party gives written notice of its intention not to renew at least 30 (thirty) days before the expiration of the current term. Upon termination of agreement, Licensee will return the Product files to Licensor within ninety 90 (ninety) days. Licensor agrees to grant Licensee a grace period for Permitted Uses of 6 (six) months from termination date before removing the Product from existing Permitted Uses. 

5.    Commissions: Licensee agrees to pay commissions (the “Commissions”) on the Product at the rate at which the Licensor chooses to enroll and maintain status, as stated in the MOJO Yoga Teacher Affiliate Program guidelines found at http://mymojoyoga.com/teach-for-mojo/. Commissions are based upon new memberships or purchases initiated under the Licensor's affiliate account, and in the case of memberships will recur for the life of said memberships. Licensee agrees that it shall pay any and all Commissions due and owing to Licensor within 60 days of the end of the calendar month, when total Commissions in Licensee’s account balance exceed the minimum payment threshold of $50 (fifty) US dollars.

    If Licensor meets or exceeds minimum engagement requirements stated in the MOJO Yoga Teacher Affiliate Program guidelines found at http://mymojoyoga.com/teach-for-mojo/, Licensor may also earn Bonus Commissions if any of the Product rises to the level of one of ten (10) most popular videos per month in Licensor’s Member Library. Bonus Commissions for most popular videos are paid on a sliding scale between $5 (five) - $100 (one hundred) US dollars, and will be payable to Licensor within 60 days of the end of the calendar month, when total Commissions in Licensor’s account balance exceed the minimum payment threshold of $50 (fifty) US dollars.

    It is the sole responsibility of the Licensor to comply with all local, state, and federal tax obligations which the Licensor may be responsible for paying upon receipt of Commissions.

6.    Product Specifications: Licensor agrees that the Product submitted to Licensee for use under the terms of this License shall meet certain specifications. Product that does not meet these and any other reasonable specifications, to include focus, exposure, lighting, framing, noise, and content will be rejected. Rejected Product will be returned with written notice of the reasons for rejection, and opportunity to resubmit Product if reasons for rejection are easily corrected by Licensor.

a.    Schedule of Submissions: Licensor agrees to maintain at least 5 (five) published yoga videos in Licensee’s Member Library. Licensor shall submit new Product to Licensee for publishing at the rate of no less than 2 (two) videos per calendar month. Once the Licensor has accumulated a published library of no less than 20 (twenty) videos, Licensor may submit new Product as desired. 

b.    Submission Delivery: Licensor may submit Product to Licensee by upload to Licensor’s designated online storage folder provided by Licensee. Instructions for uploading will be provided along with the link to access the shared folder at the outset of this agreement.

c.    Video and Audio Streaming: Licensee utilizes Vimeo hosting services to stream the Product on its website. The following specifications must be met by all Product in order to function optimally. Licensor may find tutorials for meeting these specifications when editing in all major video editing software at this page: https://vimeo.com/help/compression and a tutorial on video compression basics at this page: https://vimeo.com/videoschool/lesson/259/video-compression-basics

i.    Video

1.    Length of Video

a.    Video should be no shorter than 2 (two) minutes and no longer than 2 (two) hours in length.

2.    File Size

a.    Size of file should be no larger than 8GB (eight gigabytes).

3.    Resolution

a.    Video must be in HD format at minimum of 720p (1280 x 720 px) or preferred 1080p (1920 x 1080 px).

4.    Bit Rate

a.    Bit rate (also known as data rate) controls the visual quality of the video and its file size. The rate is most often measured in kilobits per seconds (kbit/s). If your video editing software gives you the option, choose a “variable” bit rate and set the target to at least 2,000 kbit/s for standard definition (SD) video; 5,000 kbit/s for 720p HD video; or 10,000 kbit/s for 1080p HD video.

5.    Frame Rate

a.    Use standard frame rates of 24 (or 23.976), 25, and 30 (or 29.97). If you know the frame rate of your footage, it's best to encode your final video at the same frame rate. However, if your footage exceeds 30 FPS (frames per second), you should encode your video at half that frame rate. For example, if you shot at 60 FPS, you should encode your final video at 30 FPS. If you're uncertain what frame rate you shot at, set your frame rate to either "Current" or 30 FPS.

6.    Codec H.264

a.    A codec is the format in which your video will be encoded. Licensor accepts most major video codecs, but for best results it is recommended to use H.264. If you are uploading High Definition (HD) video, choose the High Profile H.264 setting instead of Main Profile.

ii.    Audio

1.    Codec AAC-LC (Advanced Audio Codec)

a.    For best results, use AAC_LC (low complexity) for the audio codec.

2.    Data Rate: 320 kbit/s

a.    For best results, encode your audio at a constant rate of 320 kbit/s.

3.    Sample Rate: 48 kHz

a.    For best results, set your audio sample rate to 48 kHz. If your working setting is already less than or equal to 48 kHz, leave it as is. 

iii. Branding

1.    Trademarks/Logos

a.    Licensor is responsible for adding Licensee’s intro and outro clips (provided by Licensee at the outset of this agreement) to the beginning and end (respectively) of the Product before submission to conform the Product to Licensee’s brand standards. 

b.    Any trademarks/logos the Licensor wishes to include in the Product shall occur in the beginning and/or end of the Product only. Trademarks/logos may not be present as constant watermarks in the Product.

c.     Licensee will display the Licensee’s logo on the Product as part of the Licensee’s video player, and will not alter the original Product file.

iv. Complete Product Submissions

1.    Licensor agrees to provide complete Product submissions to Licensee. Only complete Product submissions will be published and/or reproduced by Licensee. Complete Product submissions consist of the following:

a.    Instructional video(s) that conforms to the specifications in sections C.i-iii.

b.    Preview(s) for each video in submission. A preview shall be no longer than 5 minutes, be representative of an engaging portion of the full instructional video, and shall contain Licensee’s preview intro and outro clips (provided by Licensee at the outset of this agreement) at the beginning and end of preview respectively.

c.     Description form(s) for each video in submission. Forms are provided in the Licensor’s designated online storage folder provided by Licensee at the outset of this agreement.

7.    Exclusivity: Product submitted to Licensee for publication must be for the exclusive use of Licensee for the terms specified in this agreement. Exclusivity does not extend to other Product of the Licensor not directly submitted to Licensee.

8.    Early Termination: In the event that either party believes that the other materially has breached any obligations under the Agreement, such party shall so notify the breaching party in writing. The breaching party shall have 30 (thirty) days from the receipt of notice to cure the alleged breach and to notify the non-breaching party in writing that cure has been effected.  If the breach is not cured within the thirty 30 (thirty) day period, the non-breaching party shall have the right to terminate the Agreement without further notice.

9.    Warranties: Licensor warrants that it has the right to license the rights granted under this Agreement to use the Product, that it has obtained any and all necessary permissions from third parties to license the Product, and that use of the Product in accordance with the terms of this Agreement shall not infringe the copyright of any third party.   

10.    Indemnification: Each party shall indemnify and hold the other harmless, to the fullest extent allowed by law, for any losses, claims, damages, awards, penalties, or injuries incurred by any third party, including reasonable attorney’s fees, which arise from any alleged breach of such indemnifying party’s representations and warranties made under the Agreement, provided that the indemnifying party is promptly notified of any such claims. The indemnifying party shall have the sole right to defend such claims at its own expense. The other party shall provide, at the indemnifying party’s expense, such assistance in investigating and defending such claims as the indemnifying party may reasonably request. This indemnity shall survive the termination of the Agreement.

11.    Confidentiality: Each party shall hold in strictest confidence any Confidential Information of the other party disclosed or made available pursuant to this Agreement. “Confidential Information” means any non-public information, technical data, trade secrets or know-how (including, but not limited to, information relating to students, data, research, products, software, documentation, formula, process, techniques, services, development, inventions, processes, engineering, techniques, pricing, internal procedures, finances, employees and business opportunities) whether having existed, now existing, or to be developed or created in the future, whether tangible or intangible, and whether or how stored, compiled or memorialized physically, electronically, graphically, photographically, or in writing.

Neither party shall use any Confidential Information received from the other party except as expressly permitted under this Agreement, or as necessary to perform its duties hereunder, and neither party shall disclose any such Confidential Information to any third party (except employees and only on a “need to know” basis and subject to their being bound to protect the confidentiality of the Confidential Information) without the other party’s prior written consent, provided, however, such prior consent shall not be required if Licensee is required to disclose Confidential Information by court order or other operation of law and Licensee provides Licensor with prompt notice of such court order or operation of law.

12.    Amendments to License: This license may only be amended by a written agreement signed by both Licensee and Licensor. 

13.    Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of HI. 

14.    Arbitration: Any controversy or claim arising out of or in relation to this Agreement or the validity, construction or performance of this Agreement, or the breach thereof, shall be resolved by arbitration in accordance with the rules of the American Arbitration Association (AAA) under its jurisdiction in the State of HI before a single arbitrator.  The parties shall have the right to engage in pre-hearing discovery in connection with such arbitration proceedings.  The parties agree hereto that they will abide by and perform any award rendered in any arbitration conducted pursuant hereto, that any court having jurisdiction thereof may issue a judgment based upon such award and that the prevailing party in such arbitration and/or confirmation proceeding shall be entitled to recover its reasonable attorneys fees and expenses.  The arbitration award shall be final, binding, and non-appealable.  The Parties agree to accept service of process in accordance with the AAA Rules. 

15.    Non-waiver: No failure or neglect of either party hereto in any instance to exercise any right, power or privilege under this Agreement or under applicable law shall constitute a waiver of any other right, power or privilege in any other instance. All waivers by either party must be in wiring and signed by the party to be charged. 

16.    Entire Agreement: This Agreement contains the entire agreement and understanding between the parties and supersedes any prior or contemporaneous written or oral agreements, representations and warranties between them respecting the subject matter of this Agreement. This Agreement may be amended only by a writing signed by Licensee and by a duly authorized representative of the Licensor. If any term, provision, covenant or condition of this Agreement, or the application to any person, place or circumstance, shall be held to be invalid, unenforceable or void, the remainder of this Agreement and such term, provision, covenant or condition as applied to other persons, places and circumstances shall remain in full force and effect. 

17.    Notices:  All notices given pursuant to this Agreement shall be in writing and may be hand delivered, or shall be deemed received within 5 (five) business days after mailing if sent by certified mail, return receipt requested. 

By signing this Agreement the parties acknowledges they have read the entire Agreement and fully understand the terms, conditions and obligations of this Agreement. 

(Please print this page for your records and reference.)