WHAT DO YOU MEME™ AMBASSADOR PROGRAM
TERMS AND CONDITIONS AGREEMENT
This Terms and Conditions Agreement ("Agreement") is between the ambassador as listed on their sign-up form ("Licensor" or “Creator”) and What Do You Meme LLC, at 520 Broadway, Floor 9, New York, NY 10012 ("Licensee" or “WDYM”) (individually a "Party" and collectively as the "Parties").
WHEREAS, Creator agrees to create Licensed Content (defined below) for Creator’s Social Media Accounts, as defined below;
WHEREAS, WDYM, from time to time, wishes to use the Licensed Content on social media accounts owned and affiliated with it, including but not limited to Tik Tok, Instagram, Facebook, Snapchat and Twitter (“WDYM Properties”);
Therefore, the Parties agree to the following:
1. Product and Content Production
WDYM agrees to provide Creator with at least one (1) copy of a selection of games, free of charge, at its sole discretion (the “Games”). In exchange for being provided the Games free of charge, the Creator agrees to produce the Licensed Content (as defined below).
2. Grant of License
“Licensed Content” means: all or any part of the videos and/or images posted by Creator on Creator’s Social Media Accounts featuring the Games, including without limitation all intellectual property, images, identifiable characters and/or individuals, music, sounds, signage, statements, or other trademarks and logos, and all other rights depicted or contained therein.
“Creator Social Media Accounts” include those accounts listed in Creator’s sign-up form.
Creator grants WDYM an exclusive (except as to the Creator), transferable, sub-licensable, worldwide, and royalty free license, in any form or format, on or through any media or medium and with any technology or devices now known or hereafter developed or discovered, in whole or in part, to host, cache, store, maintain, use, reproduce, distribute, display, exhibit, perform, publish, broadcast, transmit, modify, prepare derivative works of, adapt, reformat, translate, and otherwise exploit all or any portion of Licensed Content. The above granted license shall extend to the WDYM Properties and any other services, or other distribution platforms, whether currently existing, or existing or developed in the future, utilized by WDYM, for any purpose whatsoever (including, without limitation, for any promotional purposes) without further accounting, notification, credit, monetary or other obligation to Creator.
Creator has full rights, title and interest of every kind to the Licensed Content and has clear title to the material upon which the Licensed Content is based. Creator has the absolute right to grant to WDYM this license under this Agreement. Creator represents, warrants, and covenants that the Licensed Content provided pursuant to this Agreement (i) does not violate any agreement or obligation between the Creator and any other party or (ii) will not infringe any copyright, patent, trade secret, or any other proprietary right held by any third party. It is the Creator’s sole responsibility to ensure that all Licensed Content is free of any restrictions related to its use, and may be utilized in all manners contemplated in this Agreement.
3. Content Ownership, Credit, and Tagging
At all times, Creator retains full ownership of the Licensed Content and this Agreement grants no right, title or interest in Licensed Content to WDYM besides the above referenced license.
Additionally, when using the Licensed Content as authorized in this Agreement, WDYM shall credit the Creator in the caption of the post using the Licensed Content by tagging the applicable Creator Social Media Account.
Creator agrees to use the appropriate social media tags when posting the Licensed Content to the Creator Social Media Accounts, as provided by Licensee.
4. Indemnification. Because the Creator owns full rights, title, and interest to the Licensed Content, then WDYM shouldn’t be responsible for any intellectual property infringements that arise from the Licensed Content that Creator made. Therefore, Creator hereby agrees to indemnify, release and hold harmless WDYM, its successors, WDYMs, subdistributors and assigns, and the directors, officers, employees, representatives and agents of each of the foregoing, from any and all claims, demands, causes of action, damages, judgments, liabilities, losses, costs, expenses, and attorney’s fees arising out of or resulting from (i) any breach by Creator of any warranty, representation or any other provision of this Agreement, and/or (ii) any claims of or respecting slander, libel, defamation, invasion of privacy or right of publicity, false light, infringement of copyright or trademark, or violations of any other rights arising out of or relating to any use by WDYM of the rights granted under this Agreement.
5. Confidentiality. The terms of this Agreement are deemed by the parties to be confidential information. The parties hereby agree not to disclose (except as may be required by law) any such terms to any other persons or entities and to use the same level of care to protect, safeguard and keep confidential all information relating to such terms or amounts as they would in protecting their own proprietary information. This limitation shall not apply to the disclosure of such information to accountants, attorneys, agents, employees, or other persons in either party’s employment having a need to know, or to information to which may already be in the public domain. The parties agree when disclosure of the terms and compensation amounts contained in this Agreement is necessary to such legal entities and/or accountants, attorneys, agents, employees or other persons in either party’s employment having a need to know, that the disclosing part shall take all measures practical, reasonable and available to protect, safeguard and keep confidential such information by use of appropriate legal remedies, such as protective orders. Each party agrees that it will assume responsibility for any breaches of confidentiality by its accountants, attorneys, agents, employees or other person in its employment given access to such information.
6. Governing Law. This Agreement shall be governed, construed, and enforced in accordance with the laws of New York, without regard to its conflict of laws rules.