This Licensing Agreement (the “Agreement”) is an Agreement between Mosaics Approach (“Mosaics”) and you (referred to herein as “Licensor”, “you”, or “your”) and governs the grant of the Monetization Rights (defined below) to the Content (defined below) submitted by Licensor. Please read this entire Agreement as it contains the complete agreement between Licensor and Mosacis. By clicking “I Agree” or by sending affirmative consent, you agree to be bound by the following terms:
- Grant of License
Licensor agrees to grant to Mosaics the Monetization Right to use the Content (defined below) submitted by Licensor to the mosaicsapproach.com website or affiliated sites. The Monetization Right shall include any and all content which shall includes the text, software, scripts, graphics, photos, sounds, music, videos, audiovisual combinations, interactive features, statements, trademarks and logos and other materials submitted by you and all other rights depicted or contained therein (collectively, the “Content”).
- Ownership Rights.
When Licensor submits the Content, Licensor shall retain full rights in and ownership of the Content, subject to the terms of this Agreement. Licensor is entitled to use the Content for his/her own personal, private use and for promoting his/her work. However, where the Content is publicly posted, Licensor must include in or alongside the publicly accessible Content a statement that Mosaics is the exclusive licensee and a link to direct any commercial inquiries to Mosaics.
- Monetization Rights
Licensor grants Mosaics the exclusive, world-wide, perpetual license for the unlimited right to use, refrain from using, change, alter, edit, modify, add to, subtract from, and rearrange the Content (defined below) and to exhibit, distribute, broadcast, reproduce, license others to reproduce and distribute, advertise, promote, publish and otherwise exploit the Content by any and all methods or means, whether now known or hereafter devised, in any manner and in any and all media throughout the world, for any purpose whatsoever as Mosaics in its sole discretion may determine (the “Monetization Right(s)”), including but not limited to for the purpose of providing webinars and educational modules to the Licensor’s customers and for advertising and promotion. Licensor understands that the Monetization Right extends to Mosaic’s partners, its licensees and any of their sub-licensees. The rights granted to Mosaic are exclusive and the Monetization Rights granted enable Mosaic to grant a license of any duration to third parties. The Monetization Rights apply to all media formats and channels now known or existing in the future (including but not limited to on websites, in apps, embedded in other media, in electronic publications, video on demand/streaming, cable and broadcast television networks and stations, on and through broadband, mobile and wireless platforms, products and services, on physical and digital media, virtual reality, and in theatrical release) for any and all purposes including, but not limited to, entertainment, news, advertising, promotion, marketing, publicity, trade and commercial.
Without limiting the foregoing, Licensor agrees to hereby waive in whole all moral rights and agree never to assert any moral rights which Licensor may have in the Content, including, without limitation, the right to the integrity of the Content, the right to be associated with the Content, the right to restrain or claim damages for any distortion, mutilation or other modification or enhancement of the Content and the right to restrain, the use or reproduction of the Content in any context and in connection with any product, service, cause or institution and the Licensor further confirms that the Mosacis may use or alter the Content as Mosaics sees fit in its absolute discretion.
- Management Rights
Licensor agrees that any commercial enquiries received by Licensor, including but not limited commercial licensing or use or exploitation of the Content, must be referred to Mosaics for the duration of this Agreement. Licensor may not negotiate any agreement following such enquiries without Mosiacs’ direct involvement. Furthermore Licensor may not engage any person or company other than Mosiacs’ to act on his or her behalf for any Content subject to this Agreement. All monies received from any Content are subject to the payment and revenue provisions of this Agreement. Mosiacs reserves the sole discretion in managing the commercialization of the Content including setting the pricing for the Content. Although Mosiacs shall attempt to monetize the Content, Mosaics makes no representations or guarantees as to the profitability of the Content.
- Revenues and Payment
Mosiacs shall be exclusively entitled to collect any and all revenues, income, payments, advances, fees, royalties and other financial benefits arising from the use of the Content carried out through the Monetization Right (“Revenue”). In compensation for the grant of the exclusive license and Monetization Right to the Content, [you shall be entitled to a lifetime membership to the website to access any and all Content on the website (“Licensor Fee”)].
Where required Mosiacs may withhold taxes on Licensor’s behalf. However, where Mosaics does not withhold taxes you agree that you are solely responsible for all taxes payable by you as a result of receiving any Licensor Fees.
- Licensor Representations and Warranties
Licensor represents and warrants the following:
- Owner of Rights: Licensor has the sole, exclusive and unencumbered ownership of all rights of every kind and character throughout the universe in and to the Monetization Rights and has clear title to the material upon which the Content is based. Licensor has the absolute right to grant to Mosaics, all rights, licenses and privileges granted to or vested in Mosaics under this Agreement.
- Clearance: Licensor has obtained all clearances and paid all monies necessary for Mosaics to exercise its exclusive rights hereunder and there will not be any other rights to be cleared or any payments required to be made by Mosaics as a result of any use of the Content pursuant to the rights and licenses herein granted (including without limitation, payments in connection with contingent participations, residuals, clearance rights, moral rights, union fees, and music rights). All of the individuals and entities connected with the production of the Content, and all of the individuals and entities whose names, voices, photographs, likenesses, appearance, works, services and other materials appear or have been used in the Content, have authorized and approved Licensor’s use thereof, and Mosaics shall have the right to use all names, voices, photographs, likenesses, appearance and performances contained in the Content in connection with the exploitation, promotion, and use of the Licensed Rights.
- Previous Contractual Obligations: Licensor warrants that the Content has not previously been contracted, sold or licensed to any other party in a manner that would conflict with the rights Licensor grants to Mosaics in this Agreement. Additionally, Licensor has not previously entered into any other agreement with any other party in connection with the Content or any parts thereof. Licensor has not obligated or encumbered the Content or any portion thereof. Licensor’s submission of the Content or grant of the Monetization Rights will not interfere with any contracts entered into by Licensor and any other party.
- Non-Infringement: No part of the Content, any portion of the Content, any materials in the Content, or the exercise by Mosaics of the Monetization Rights violates or will violate, or infringes or will infringe, any trademark, trade name, contract, agreement, copyright (whether common law or statutory), patent, literary, artistic, music, dramatic, personal, private, civil, property, privacy or publicity right or “moral rights of authors” or any other right of any person or entity, and shall not give rise to a claim of slander or libel. There are no existing, anticipated, or threatened claims or litigation that would adversely affect or impair any of the Monetization Rights.
The term of this Agreement shall be indefinite. Upon termination of this Agreement, Mosaics shall cease any attempt to commercialize the Content. Either party may terminate this Agreement with cause upon providing the defaulting party notice and such default has not been cured within ten (10) days of notice. Upon termination of this Agreement Mosaics will not be required to request that any parties cease their use of the Content, and Licensor acknowledges that the Content may remain in use by these parties and that such use will not be a breach of Licensor’s rights.
LICENSOR AGREES THE SERVICES CONTEMPLATED UNDER THIS AGREEMENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. MOSAICS WILL ATTEMPT TO MARKET THE CONTENT BUT HAS NO ADDITIONAL OBLIGATIONS AND DOES NOT REPRESENT OR WARRANT THAT LICENSOR SHALL EXPERIENCE ANY PROFIT OR MONETARY GAINS FROM ENTERING INTO THIS AGREEMENT. MOSAICS EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-SATISFACTORY QUALITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND TITLE, OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, AND ALL SUCH REPRESENTATIONS AND WARRANTIES ARE HEREBY EXCLUDED TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW. LICENSOR AGREES THAT NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY LICENSOR FROM MOSAICS SHALL CREATE ANY ADDITIONAL WARRANTY.
- Limitation of Liability
IN NO EVENT SHALL MOSAICS, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO LICENSOR FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT MOSAICS IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM this agreement. Where such a total disclaimer of liability is disallowed, Mosaics total liability in connection with this agreement shall not exceed the lesser of (i) total of all amounts payable or paid by Mosaics to Licensor under this Agreement at the date of the relevant claim or (ii) $100 CAD. Mosaics shall not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this agreement that is caused by events outside Mosaics’ reasonable control. Some jurisdictions DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM jurisdiction to jurisdiction.
- Release and Indemnity
Licensor hereby agrees to indemnify, release and hold harmless Mosaics, its successors, licensees, sub-licensees, sub-distributors 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 Licensor of any warranty, representation or any other provision of, 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 Mosaics of the rights granted under this this Agreement. Where indemnification occurs, Mosaics shall have the sole right to control settlement and choose legal counsel. Licensor acknowledges that Mosaics is relying on the representations made by Licensor in accordance with this Agreement and a breach by Licensor would cause Mosaics irrevocable injury and damage that cannot be adequately compensated by damages in an action at law and Licensor therefore expressly agrees that, without limiting Mosaics remedies, Mosaics shall be entitled to injunctive and other equitable relief.
- No Publicity and Confidentiality
Licensor shall not release, disseminate, issue, authorize or cause the release, dissemination or issuance of any publicity or information concerning the Monetization Rights, Mosaics, or this Agreement without Mosaics prior specific written consent (including, without limitation, posting, participating or engaging in social media discussions, news stories, blogs, reports or responses thereto), and Licensor shall direct all licensing or other inquiries relating to the Content solely to Mosaics. Licensor acknowledges that this Agreement is confidential in nature and agrees not to disclose the content or substance thereof to any third parties other than to: (i) Licensor’s respective attorneys and accountants, and/or where (ii) Licensor may be reasonably required in order to comply with any obligations imposed by this Agreement, or any statute, ordinance, rule, regulation, other law, or court order.
- Legal Complaints
Where Mosaics receives a complaint, notice of legal action, or any other claims (collectively a “Claim”) against Content provided by Licensor, Mosaics shall have the absolute right to act in any manner it deems necessary to resolve the Claim. Where a Claim remains unresolved Mosaics shall have the right to withhold payment of the Licensor Fees. Licensor agrees to provide Mosaics with all assistance and take such steps as required and requested by Mosaics to assist with a response to any Claim. If Mosaics experiences any financial losses or incurs any liabilities as a result of such a Claim, Mosaics reserves the right to, in addition to all other rights accorded to Mosacis via the Agreement, pursue Licensor for such losses or liabilities or deduct the amounts from the Licensor Fees payable to you under this Agreement
Licensor acknowledges and warrants that by entering into this Agreement it has not been induced by any representation or assurance not contained herein. This Agreement supersede and replace all prior agreements, negotiations or understandings in connection with the Monetization Rights, including without limitation any simplified explanation of the terms herein, and in the event there are any inconsistencies between this English-language contract and any translations of terms and conditions, the English-language version shall prevail. This Agreement contains the entire understanding of the parties and shall not be modified or amended except by a written document executed by both parties. If any provision of this Agreement is found to be unlawful or unenforceable, such provision shall be limited only to the extent necessary, with all other provisions of this Agreement remaining in effect. The waiver by either party or consent to a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of, consent to, or excuse of any other or subsequent breach by the other party. Mosaics shall have the right to assign freely the Content, the Monetization Rights and/or any of Mosaics’ other rights hereunder to any person or entity (by operation of law or otherwise) during the duration of this Agreement. Licensor may not assign its rights hereunder.
- Choice of Law and Venue
This Agreement shall be deemed to have been agreed upon within the, and the rights and obligations of the parties hereunder shall be construed and enforced in accordance with, and governed by, the laws of the Province of Ontario and the applicable laws of Canada. The parties agree to the personal jurisdiction by and venue in Toronto Ontario, and to binding arbitration by a single arbitrator without right of appeal under the Arbitration Act (Ontario) and waive any objection to such jurisdiction or venue irrespective of the fact that a party may not be a resident of the Province of Ontario.
- Additional Terms
Licensor may be required to agree to additional terms and conditions displayed on the Mosaics website, or additional agreements as presented to Licensor, which will be incorporated herein by reference and subject to change.
Any notice required by this Agreement shall be given be provided in writing and may be given personally or sent to the party to be notified by pre-paid first class mail delivery confirmation required or by electronic mail (read/delivery receipt confirmation required) at its address as notified to the other. Notice given personally shall be deemed given at the time of its delivery. Notice sent by mail shall be deemed to be given at time of receipt. Notice sent by electronic mail in accordance with this Agreement shall be deemed to be given at the time of read receipt or delivery confirmation.
- Independent Contractors
Nothing in this Agreement shall create or be deemed to create a partnership, fiduciary, or joint venturer relationship between the parties and Licensor shall have no right or authority to bind or to make any representation or warranty on behalf of Mosaics. The relationship between the parties shall be that of a contractor.
It is expressly understood that Mosaics has not assumed any obligations under any contracts entered into by Licensor.
- Acceptance of Agreement
- Attorney-in-Fact and Moral Rights
Licensor for the duration of this Agreement hereby irrevocably constitute and appoints Mosaics to be the Licensor’s attorney for property to take any such action as may from time to time be necessary to effect, transfer, or assign the rights granted to Mosaics herein, including without limitation copyright-related actions, and assigns to Mosaics the right to prosecute any and all claims from the past, present, and future use of the Content by unauthorized third parties. Licensor consents to any act carried out by Mosaics in performing the Monetization Rights and any entity or person authorized or licensed by Mosaics which would otherwise infringe on Licensor’s moral rights in the Content.
In accordance with the provisions of the Substitute Decisions Act, 1992 the Licensor declares that this power of attorney is a continuing power of attorney for property and the Licensor’s intention and the Licensor so authorize its attorney that the authority herein given may be used during its incapacity to manage property. The Licensor further confirm that this power of attorney, being coupled with an interest, shall not be revoked by my death, incapacity, insolvency or bankruptcy.