This is an agreement between you, the video producer (hereafter known as "THE PRODUCER"), and FetishCOD.com, an Arizona LLC, (hereinafter known as "THE COMPANY")

 

Whereas, THE PRODUCER is the owner to all rights of digital video footage (hereafter known as "CLIPS"), including the right to grant a license to THE COMPANY authorizing sale of CLIPS from stores set up by THE PRODUCER and WHEREAS, THE COMPANY is seeking to obtain a license to sell the CLIPS on their FetishCOD.com website and likewise THE PRODUCER wishes to grant a license to THE COMPANY.

In consideration of the promises and agreements set forth herein, the parties, each intending to be legally bound hereby, do promise and agree as follows:

 

1. LICENSE

 

THE PRODUCER hereby grants THE COMPANY a non-exclusive license for the internet to sell the above described CLIPS on THE COMPANY'S FetishCOD.com site for the purpose of distributing digitized CLIPS suitable for single-use viewing by customers of FetishCOD.com, including, but not limited to, internet delivery and all other forms of electronic delivery, without limitation, for a period of ONE (1) year from the date of this agreement. Delivery may be made to any internet ready device including computers, televisions and mobile devices such as PDAs, phones and laptops. This agreement shall automatically renew for additional periods of one year thereafter, or until either party gives the other written notice of termination within 30 days prior to the end of the prior date.

 

2. COMPENSATION

 

In consideration for the license granted, THE COMPANY will pay THE PRODUCER sixty* percent (60%*) of all revenue generated from sales of CLIPS through THE COMPANY'S FetishCOD.com website. THE COMPANY will pay THE PRODUCER by the 10th of each month for the previous month's earnings share. To receive payment, THE PRODUCER must have accrued a minimum of $50 in net revenue. THE COMPANY will post stats and hold earnings until the $50 minimum payment threshold has been reached and will compensate THE PRODUCER on the 10th of month after that threshold has been reached.

 

*Any individual clip sales that are referred directly via the FetishCOD.com affiliate system are paid out to THE PRODUCER at a rate of 50% with 20% of the sale being paid to the referring affiliate.

 

3. COPYRIGHTS AND TRADEMARKS

 

1. It is understood and agreed that THE PRODUCER shall retain the rights and interests in the original CLIPS.
2. It is understood and agreed that THE COMPANY shall retain all rights and interests in THE COMPANY'S website and its ability to transmit content agreed upon above.
3. The parties agree to execute any documents reasonably requested by the other party to effect any of the above provisions.
4. THE PRODUCER hereby assigns the rights to THE COMPANY to use no more than thirty (30) seconds of a single CLIP or any number of digital photo content to advertise the CLIPS and any other digital content on any other websites that THE COMPANY deems mutually beneficial to this agreement, including THE COMPANY'S affiliate program and it's affiliates websites. All websites shall be allowed to participate in the FetishCOD.com affiliate program, including websites of THE PRODUCER or THE COMPANY. All websites shall be legally bound by the terms and conditions of the affiliate program.

 

4. WARRANTIES, REPRESENTATIONS AND INDEMNIFICATIONS

 

1. THE PRODUCER herein warrants and represents that THE PRODUCER is the owner or licensed distributor and possesses all rights to the digital content necessary for the granting of this license, including all copyrights necessary and that there are no contracts or agreements with any other party that would conflict with this warrant.
2. THE PRODUCER hereby agrees to indemnify and hold harmless THE COMPANY and it's officers, directors, licensees, and assignees from and against any and all damages, liabilities, claims, costs and expenses that arise out of a breach of the forgoing warranties and representations.
3. THE PRODUCER hereby agrees to follow all rules and regulations in regards to the digital content uploaded to THE COMPANY'S servers for distribution on FetishCOD.com. THE PRODUCER hereby agrees that they shall only upload legally licensed content that THE PRODUCER has rights to. You MUST own the licensing rights to the content you sell. FetishCOD.com will hold payment in the event a copyright claim has been proven against THE PRODUCER.
4. THE PRODUCER shall not upload content that includes underage sex, human sex with animals (beastiality), rape, extreme torture, any form of non-consensual sex, scat, drinking of urine or urination of any kind, blood or bleeding of any kind, fisting, crushing of animals, vomit in any form, or necrophilia. This list may be added to over time. THE PRODUCER shall refer to TOS regularly.
5. THE PRODUCER shall only upload content that is in compliance with Title 18 U.S.C. section 2257. ALL clip performers MUST be over 18 and have been OVER 18 at the time the content was produced. THE COMPANY will not accept content with underage actors. THE PRODUCER shall submit to THE COMPANY completelty accurate custodian of record information for all uploaded digital content.
6. THE COMPANY represents to THE PRODUCER that is has complete authority to execute and deliver this agreement and to consummate all transactions specified herein and that this agreement will not violate any other agreement to which THE PRODUCER is a party.
7. Each party agrees to indemnify and hold harmless the other party from and against any proceeding, claim or action that may arise out of (or related to) a breach of any warranties or representations made by the other party, including, but not limited to, any and all damages, claims, losses and/or expenses (including reasonable attorneys' fees and/or costs) incurred by either party arising out of any such proceeding, claim or action.

 

5. TERMINATION

 

The following rights to termination of this agreement are in addition to any termination rights that may be provided above.

 

1. Immediate right of termination
   THE COMPANY or THE PRODUCER have the right to terminate this agreement upon thirty (30) days written notice to the other party.
2. Post-termination rights in this agreement
   Upon the termination of the agreement, all rights granted to THE COMPANY under this Agreement shall terminate and revert to THE PRODUCER, and THE COMPANY shall discontinue all sales of the digital content.

 

6. NOTICES

 

Any notices required to be given pursuant to this agreement shall be IN WRITING and mailed by registered or certified mail with return receipt requested, OR delivered by any large commercial delivery service with signature required.

 

7. JURISDICTION AND DISPUTES

 

The performance, validity and interpretation of this agreement shall be governed by the laws of The State Of Arizona, without regard to any conflicts of law rules. Any claim or dispute arising with respect to this agreement which is incapable of resolution will be resolved by arbitration before one (1) arbitrator in Phoenix, AZ in accordance with the Rules for Commercial Arbitration of the American Arbitration Association ["AAA"]. The appointing agency shall be the AAA and the arbitrator shall apply Phoenix, AZ law to interpret this Agreement and fashion a damage award.

 

8. AGREEMENT BINDING ON SUCCESSORS

 

This Agreement shall be binding on and shall inure to the benefit of the parties hereto, and their respective successors, and assigns.

 

9. WAIVER

 

No waiver by either party of any default shall be held as a waiver of any prior or subsequent default of the same or other provisions of this agreement.

 

10. SEVERABILITY

 

If a court of correct and competent jurisdiction holds any provision invalid or unenforceable, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from this agreement.

 

11. ASSIGNABILITY

 

The license granted hereunder is personal to THE PRODUCER and may not be assigned by any act of THE PRODUCER, or by any operation of law, unless in connection with a transfer of substantially all the assets of THE PRODUCER or with the consent of THE COMPANY. THE PRODUCER shall, however, have the right to assign it's rights and obligations under this Agreement, upon written notice, to THE COMPANY. THE COMPANY shall, however, have the right to assign it's rights and obligations under this agreement upon written notice to THE PRODUCER.

 

12. INTEGRATION

 

This Agreement constitutes the entire understanding of the parties, and supercedes and revokes all prior agreements between the parties and is intended as a final expression of their agreement. It shall not be modified or amended except in writing signed by the parties hereto and specifically referring to this agreement. This agreement shall take precedence over any and all other documents that may be in conflict with it.