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vidwide : licence agreement

Last update: 20.09.2021

LICENCE AGREEMENT No. ___

Nicosia 2021-XX-XX

An individual or legal entity, including an individual entrepreneur, hereinafter referred to as the “

Licensor” on the one hand, and MEDIACUBE WORLDWIDE LTD, a legal entity established in accordance with the legislation of the Republic of Cyprus, hereinafter referred to as the "Licensee" on the other hand, collectively referred to as the "Parties”, have concluded this License agreement on the following:

1. SUBJECT OF THE AGREEMENT

1.1. The Licensor grants the Licensee, and the Licensee accepts the exclusive copyright and related rights to use audiovisual works posted on the Licensor's YouTube channel located at: https://www.youtube.com/channel/_____________________ (“Content”) in accordance with the Agreement, and the Licensee shall pay to Licensor the remuneration as per the present Agreement.

1.2. The Licensor guarantees that it is the owner of exclusive copyright and related rights to the Content.

1.2.1. The Licensor guarantees that the Content is not plagiarism (either in whole or in any part), does not contain slander, messages that offend human dignity, promote violence, racial or national hatred, does not contain scenes of pornography, violence, does not violate the rights of third parties or the applicable law, and cannot constitute grounds for reasonable legal action.

1.2.2. The Licensor guarantees that in the case of using photos or videos from personal archives in the Content, all necessary permissions are obtained from such persons to use photos, videos, images of persons who are present in the photo/video, except for cases when such consent is not required from such persons in accordance with the applicable law.

1.2.3. The Licensor guarantees compliance with all rights of authors, performers, producers of phonograms, and copyright holders when transferring rights to Content under this Agreement.

1.3. At the time of conclusion of this Agreement, the exclusive rights to the Content are not assigned or pledged.

1.4. The Licensor reserves the right to use the Content in the part not transferred to the Licensee under this Agreement but without the right to issue a license to other persons (exclusive license).

1.5. The Content and the rights to use the Content are considered transferred to the Licensee from the moment one of the following conditions is met:

1.5.1. from the date of signing this Agreement by the Licensor by affixing consent in the field “I accept the terms of this License Agreement”;

1.5.2. from the date of signing this Agreement by the Licensor by clicking the button in the Personal Account under the name “Sign”;

1.5.3. from the date, in accordance with clause 7.1.2. Agreement.

2. ARRANGEMENTS FOR THE USE OF THE CONTENT

2.1. The Licensee may use the Content on the Internet on the Platform located at: _________________ ("Platform", "Platforms"), as well as on other services, media, platforms, mobile or Internet apps, software, channels, websites and client terminals, and other places of placement (including demonstration and publication), directly or indirectly related to the Platform or related to it in accordance with its terms (including the rules of operation, policies, user agreements, other agreements of the Platform owner with third parties, including affiliates), as well as on devices that use Content from the Platform or its data in the following ways:

- copying, storing, and including in databases;
- editing, creating fragments, cropping, creating new individual works from Content fragments;
- conversion to any electronic format;
- providing and making available to the public, public display, providing the opportunity to view/listen to content interactively on demand from any place and at any time;
- translation of Content into any languages of the world, duplication, dubbing, subtitling of Content in any languages of the world and further use of such Content in the ways provided for in this Agreement;
- real-time broadcast (online broadcast); providing the ability to upload / download Content;
- analysis and creation of algorithms, generation of statistical data based on Content;
- advertising and announcing access to Content, including using content owned by the Licensee, as well as advertising And announcing content owned by the Licensee, using the Licensor's Content solely for the purpose of traffic exchange;
- use of advertising materials in conjunction with Content, including the use of Sponsored streaming;
- using Content in Paid subscription;
- placement of the Licensee's logo when using Content to inform Users about the Licensee;- use of Content in the ways described in the terms of use of the Platform (including in combination with other content);
- prohibition or permission to use Content in whole or in part to third parties, including prohibition to use Content in the ways provided for in this Agreement.
- to use the Content in composite work of copyright, includes collection.

2.2. The Licensee's use of the Content is allowed in countries around the world.

2.3. The Licensee may grant other persons (sub-licensees) the right to use the Content, but only within the limits of the powers granted to the Licensee under this Agreement.

3. FINANCIAL CONDITIONS

3.1. The Licensee uses the Mediacube Pay System to calculate the amount of money received by the Licensee as a result of monetization of the Licensor's Content. Mediacube Pay system is a service, owned by the Licensee under a sublicense agreement, located at http://pay.mediacube.co//, which is an authentication and identification system that allows its User to create a single account for authentication on a variety of Internet resources, including using single sign-on technology, which allows the User to move from one section of the portal to another without re-authentication.

3.2. The Licensee pays the Licensor remuneration in the form of royalties, i.e. as a percentage of the amount of revenue received by the Licensee for using the Content on the Platform.

3.2.1. The amount of the license fee is ______% of the revenue received by the Licensee for using the Content on the Platform.

3.2.2. The amount of royalties is calculated based on the Platform's reports and (or) on the basis of concluded agreements between the Licensee and third parties using the Mediacube Pay System.

3.3. Payment of the license fee is made by clicking the button in the Licensor's Personal account in the Mediacube Pay System called "Withdraw to account" within 60 (sixty) business days after the Licensee checks the Licensor's request.

3.4. Payment of remuneration to the Licensor is made in a non-cash manner by using the payment system defined in the Licensor's profile in the Mediacube Pay System.

3.5. Payment of the license fee to the Licensor is made in US dollars.3.6. The Parties according to this Agreement have agreed on the possibility of placing the performance of the Licensee's obligation specified in clause 3.2. of this Agreement on a third party.

3.6.1. Assigning to a Third party the Licensee's obligation under clause 3.2. of this Agreement does not entail a change in the parties' obligations under this Agreement.

3.7. All expenses related to bank transfers (bank fees for a transfer, etc.) are deducted from the Licensor's remuneration.

3.8. All taxes established by the legislation of the Licensor's registration are paid by the Licensor in the state of its registration independently.

4. LIABILITY OF THE PARTIES

4.1. For violation of payment terms (clause 3.2 of the Agreement), the Licensor has the right to demand from the Licensee payment of a penalty (penalty fee) in the amount of 0.1% of the unpaid amount for each day of delay.

4.2. The Licensor undertakes to protect the Licensee from any claims, damages, or losses related to the Licensor's violation of their representations and warranties specified in clauses 1.2-1.3 of this agreement, as well as to compensate the Licensee for possible losses, damages and expenses, including legal costs and expenses for legal and other protection in the event of such claims, including claims from third parties.

5. FORCE MAJEURE

5.1. The Parties are exempt from liability for partial or complete non-performance of obligations under the Agreement, if such was the result of circumstances of force majeure, namely: war, natural disaster, fires, floods, earthquakes, strikes, riots, and other social unrest, as well as actions of the authorities that may affect the performance of obligations under the Agreement.

5.2. The Party for which it is impossible to fulfill its obligations under the Agreement is obliged to notify the other Party to the email address specified in section 8 of this Agreement no later than 5 (five) business days after the occurrence of force majeure circumstances.

5.3. Proof of the occurrence of force majeure circumstances is a certificate from the competent authority of the relevant state.5.4. If force majeure circumstances continue to apply for more than 30 (thirty) days, each Party has the right to terminate the Agreement unilaterally.

6. DISPUTE RESOLUTION AND APPLICABLE LAW

6.1. The Parties will seek to resolve all possible disputes and disagreements that may arise under the Agreement or in connection with it, through negotiations.

6.2 Any dispute, controversy or claim that may arise out of this contract or in connection therewith, including those associated with the change, termination, execution, invalidity or interpretation thereof shall be referred in accordance with the jurisdiction rules of the country of which the Licensor is a resident. Applicable law - the law of the Republic of Cyprus.

7. TERM OF THE AGREEMENT. PROCEDURE FOR MODIFICATION AND TERMINATION

7.1. The agreement comes into force from the moment of signing by the Parties and is valid for 1 year from the moment of signing by both Parties.

7.1.1. If at the end of the term of the agreement neither of the Parties declares its termination, the agreement is extended for the same period and under the same conditions.

7.1.2. In the event of a discrepancy between the date of the agreement specified in the preamble and the date of signing this Agreement, the Agreement extends its effect to the relations arising from the date specified in the preamble and is valid for 1 year.

7.2. All changes and additions to this Agreement can be made in the form of additional agreements. The relevant supplementary agreements will be an integral part of this Agreement.

7.3 The Licensee may unilaterally amend this Agreement. The Licensee notifies the Licensor of the changes made no later than 3 days before the date of their entry into force.

7.4. The Licensee has the right to terminate the present Agreement unilaterally by sending a notification to the Licensor..

8. FINAL PROVISIONS

8.1. The Parties undertake to maintain confidentiality with respect to information that has become known to them in the course of fulfilling their obligations under the Agreement.

8.2. If the address and other details are changed, the Parties must notify each other in writing within 15 (fifteen) business days.

8.3. All information and bank details of the Licensor for the purposes of the conclusion of the present Agreement the Licensor provides in the Personal account in the Mediacube Pay system.

9. ADDRESSES, DETAILS, AND SIGNATURES OF THE PARTIES:

Licensee

MEDIACUBE WORLDWIDE LTD
Tseriou, 136, 2nd floor
Strovolos, 2045, Nicosia, Cyprus
HE 401840
VAT number CY10401840A

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