1. Definitions
a. Licensor: The user agreeing with the Terms & Conditions in the create-emojis form
b. Licensee: MarkX
c. IP: IP Asset listed in the Social Media Link, Link to brand IP (logo, art, trademark), under create-emojis form
d. Effective Date: Date the create-emojis form was submitted
e. Term: In perpetuity unless the licensee receives written notice 6 months prior to the wishful termination date
f. Territory: Worldwide
2. Grant of License
a. The Licensor hereby grants the Licensee an exclusive license to use, reproduce, distribute, and publicly display the Emoji within the Territory for the Term, solely for the purposes set forth in this Agreement.
b. The Licensor also grants the Licensee the right to sublicense the granted rights under this Agreement to third parties, to use, reproduce, distribute, and publicly display the Emoji within the Territory for the Term, solely for the purposes set forth in this Agreement.
c. Additionally, the Licensee may use the granted license for other products or services other than Emoji, subject to obtaining the prior written consent of the Licensor.
3. Ownership of IP
a. The Licensor acknowledges that the Licensee shall have ownership of the new creations derived from the Emoji, and the Licensor shall receive compensation in the form of royalties, as outlined in Section 4.
4. Royalties and Compensation
a. In consideration for the rights granted under this Agreement, the Licensee shall pay the Licensor a royalty fee that both Licensor and Licensee agree on in an amendment, of gross revenue derived from the use, distribution, or display of the Emoji.
5. Quality Control
a. The Licensee shall ensure that the Emoji is used in a manner that reflects positively on the Licensor's brand and reputation.
6. Protection of IP
a. The Licensee shall take reasonable measures to protect the Licensor's intellectual property rights in the Emoji.
7. Termination
a. Either party may terminate this Agreement in the event of a material breach by the other party, provided that the breaching party is given 180 days to cure such breach.
8. Governing Law and Dispute Resolution
a. This Agreement shall be governed by and construed in accordance with the laws of the state of New York, U.S.A. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of New York City of the state of New York, U.S.A.
9. Sale of IP
a. In the event that the Licensor sells or transfers the IP to another party, this Agreement shall remain in effect and be transferred to the new owner, unless the Licensee receives written notice to terminate 6 months prior to the wishful termination date.
10. Entire Agreement
a. This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and negotiations, whether oral or written.
11. Execution
a. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
By agreeing and submitting the terms & conditions in the create-emojis form, the parties acknowledge and agree to the terms and conditions set forth in this Licensing Terms & Conditions for Emoji Creation.