TALENT LICENSE AGREEMENT
This Talent License Agreement (“Agreement”) sets forth the business terms agreed upon by and between [ii Corporation] (“Zoop”) and the individual or entity set forth below (“Talent”) relating to Zoop’s rights to mint, advertise, promote and sell certain non-fungible tokens (“NFT(s)”) embodying Talent Content (as defined below).
1. TALENT CONTENT.
The NFTs to be minted, advertised, promoted and sold hereunder (“Zoop NFTs
”) will embody, be associated with, and/or otherwise utilize the Talent Marks (as defined below) and Talent’s works of authorship and/or other intellectual property solely owned by Talent (“Talent Content
”) to be furnished by Talent at Talent’s sole expense. The details of the Zoop NFTs, including without limitation quantities thereof and descriptions of the particular events or notable performances of Talent to which they relate, are set forth in Exhibit A
hereto, as may be amended by the parties’ mutual written agreement from time to time. Any technical specifications applicable to the Talent Content or Zoop NFTs shall be set forth in Exhibit B
hereto, as may be amended by Zoop from time to time upon written notice. For the avoidance of doubt, Talent acknowledges and agrees that Zoop is not under any obligation to mint, advertise, promote and/or offer Zoop NFTs.
2. FEES; PAYMENT.
a. Fees. Zoop shall pay Talent the amounts described in Exhibit B
hereto in respect of: (i) the initial sale of Zoop NFTs (“Primary Sale
”); and/or (ii) any subsequent sale of any Zoop NFT through the Zoop platform (“Secondary Sale
”) (collectively, the “Fees
”). Talent acknowledges and agrees that, to the extent any NFT sale platform does not remit amounts to Zoop from the sale of a Zoop NFT, Zoop shall not be obligated to pay any amounts to Talent in connection therewith.
b. Payment. Amounts due hereunder will be payable in accordance with the payment terms set out in Exhibit B
hereto. Zoop shall have no liability arising out of or relating to the wallet address account or bank account provided by Talent, including any circumstances, acts or omissions resulting in loss of funds. Talent acknowledges and agrees that Talent is solely responsible for payment of any and all taxes payable in connection with the compensation and benefits to be paid or provided to Talent under this Agreement, and that Zoop shall not withhold any such taxes from amounts hereunder unless Zoop determines that it is required to do so by applicable law.
3. ASSIGNMENT OF TALENT CONTENT. Talent hereby assigns to Zoop all right, moral and economics, title and interest in and to the Talent Content and all intellectual property rights embodied therein. Talent agrees that such Talent Content shall become the sole and exclusive property of Zoop, and agrees to execute any additional documents that may be required in order to perfect such ownership. Talent hereby waives any and all interest Talent may have in such Talent Content, including any moral rights, performers’ rights or similar rights, with respect to any such Talent Content. Talent represents and warrants that Talent is the sole and exclusive owner of all right, title and interest in and to all Talent Content and any other intellectual property incorporated into or otherwise used, held for use or practiced in connection with the Talent Content and the minting of Zoop NFTs.
4. LICENSE TO TALENT MARKS. Talent grants to Zoop the non-exclusive, worldwide, royalty-free, sublicensable right and license (but Zoop shall have no obligation) to use the trademarks, service marks, publicity rights, privacy rights, names, images, likenesses (including digital likenesses), voice, biographical details, indicia of identity and logos specified by Talent (“Talent Marks”), in connection with the minting, advertising, promotion and offering of Zoop NFTs hereunder, and Zoop’s advertisement and promotion of itself and its products and services. All uses of Talent Marks will inure to the benefit of Talent.
Talent may withdraw and revoke Zoop’s rights under Section 4
at any time by providing Zoop at least three (3) months’ advance notice in writing. In that event, Zoop will promptly cease using Talent Marks in the manner objected to by Talent; provided that any use of the Talent Marks in the Talent Content shall be pursuant to a perpetual, irrevocable license with respect to any Talent Content embodied by or otherwise utilized by a Zoop NFT released prior to Talent revoking Zoop’s rights.
Talent acknowledges and agrees that this Agreement’s value to Zoop is based in part on the goodwill and positive publicity generated by Talent and Talent Content, including Zoop’s opportunities to facilitate, coordinate and leverage media (including social media) opportunities relating to the foregoing. Accordingly, Talent agrees that: (a) Talent will conduct himself/herself/themselves in a manner so as to prevent a material adverse change in such goodwill and positive publicity; (b) Talent will not malign or disparage Zoop or any of its products and services; and (c) Talent will refrain from acting in an unprofessional manner or committing any act or becoming involved in any situation (and Talent represents and warrants that, prior to the date hereof, Talent has not acted in an unprofessional manner or committed any act, and has not been involved in any situation, that will be made public) that: (i) involves criminal misconduct or an act of moral turpitude; (ii) subjects Zoop, Talent, Talent Marks, Talent’s endorsement or the activities provided for herein to public disrepute, contempt, scandal or ridicule; (iii) tends to shock, insult or offend the community at large; or (iv) tarnishes Zoop by association with Talent, Talent Marks, Talent’s endorsement, or the promotional campaign provided for herein (the occurrences described in this Section 6
, collectively, the “Disparagement Acts
”), regardless of whether or not information relating to any such Disparagement Act becomes public or whether or not any civil or criminal proceedings are instituted or sanctions imposed in connection with such Disparagement Act. If a Disparagement Act occurs, Zoop will have the right, without liability and without limiting any other right or remedy to which Zoop may be entitled, to terminate this Agreement.
7. INDEMNIFICATION. Talent shall indemnify and hold harmless Zoop, its affiliates and their respective representatives (the “Indemnitees”) from and against, and shall compensate and reimburse each of the Indemnitees for, any expenses incurred and/or damages that are suffered at any time by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject at any time and which arise from or as a result of, or are connected with: (a) any act or omission of, or attributable to, Talent in connection with the minting, listing, buying, selling or trading of any Zoop NFTs hereunder; (b) any breach or inaccuracy of any of the representations and warranties made by Talent hereunder; (c) any breach or non-performance of any covenant or agreement made by Talent hereunder; or (d) any Talent Content, including claims that Talent Content infringes the intellectual property rights of any third-party.
This Agreement shall continue until terminated in writing by either party, provided that Talent shall provide at least three (3) months’ advance notice of any termination. The terms of this Agreement, and all non-public information disclosed by a party hereunder, are confidential, and shall not be disclosed by the receiving party to any third-party not under an obligation to maintain the confidentiality thereof, without the prior written permission of the disclosing party, except as required by law, rule or regulation. The Agreement is the sole agreement of the parties concerning the subject matter hereof, and supersedes all prior agreements and understandings with respect to said subject matter. Any dispute arising out of or related to the Agreement shall be governed by the laws of England and the parties hereby consent to the exclusive jurisdiction and venue of the courts of England. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect. The relationship between the parties shall be that of independent contractors. The Agreement, and Talent’s rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by Talent without Zoop’s prior written consent. The terms of Section 6-8
shall survive the expiration or any termination of this Agreement.
EXHIBIT A NFT DETAILS
Overview: Talent and Zoop shall collaborate to release Zoop NFTs unless and until Talent decides to withdraw in accordance with Section 5 or this agreement is otherwise terminated. Each series of Zoop NFTs will be made up of five hundred (500) individual NFTs. The number of series of Zoop NFTs to be released will be at Zoop’s discretion.
EXHIBIT B FEES AND PAYMENT
Zoop will pay Talent 50% of Zoop’s Net Consideration received in connection with the Primary Sale of each NFT.
For the purpose of the above, “Net Consideration” shall mean, with respect to any sale of any Zoop NFT, the total consideration actually received by Zoop in connection with such sale, less any fees, taxes, and third-party expenses (e.g. any ‘gas’ or other payment or transaction processing fees).
Zoop shall pay Fees owed to Talent quarterly within thirty (30) days of the end of each calendar quarter to Talent’s digital wallet address account or bank account as identified below.
Fees will be paid to Talent in Tether (USDT) or USD Coin (USDC) or US Dollars (USD), and may in the future be paid in Zoop token currency in USD equivalent value, at the discretion of Zoop from time to time.