HUNTING VIDEO
CONTENT LICENSE AGREEMENT
Xxx Xxxxxxx Outdoors, Inc., a Florida Corporation,
hereinafter referred to as "Licensor," has agreed to grant the
right to use the video content ("Content") to Interactive
Outdoors, Inc., a Nevada Corporation, hereinafter referred to as
"Interactive Outdoors" or "Licensee."
1. Licensor owns/distributes the videos in accordance with this
agreement, Licensor grants Interactive Outdoors a non-exclusive
website license to display and use the videos for online user
downloading from Interactive Outdoors' website. Licensor retains
title and complete ownership of the videos. Licensor consents to
allow Interactive Outdoors to sell or distribute the videos on
Interactive Outdoors' interactive CD-ROM magazine and via the
Internet.
2. The videos may be displayed and used on the registered
domains owned and operated by Interactive Outdoors, in addition
to the interactive CD-ROM magazine. Interactive Outdoors at no
extra cost can use stills from the videos for HTML design, logo
design and banner design. Interactive Outdoors is allowed to
resize, rename or change the format of the videos or still images
within the videos. Videos may not be manipulated to cause them
to become in acts other that the events being displayed in the
original videos. Licensor request that any text accompanying its
videos not be defamatory.
3. Licensor grants Interactive Outdoors permission to use
Licensor's name on Interactive Outdoors' CD-ROM magazine cover,
as well as in an introduction video and/or any advertising videos
as deemed necessary to use in marketing Interactive Outdoors'
brand, products and services.
4. Interactive Outdoors shall provide Licensor the opportunity
to enter into a minimum of five (5) advertising contracts and/or
corporate sponsorships with Interactive Outdoors.
5. Interactive Outdoors shall host a monthly magazine
discussion on the Internet whereby Licensor may be featured as a
guest for approximately one (1) hour per such on-line chat
session.
6. Licensor shall make one (1) guest appearance at a sporting
convention of Interactive Outdoors' choice, and requests
Interactive Outdoors provide for all reasonable expenses Licensor
may incur.
7. Licensor requests direct links from its videos to various
pre-approved products, websites or information Interactive
Outdoors displays on its interactive CD-ROM and web site.
Licensee requests direct link from Licensor's website with
artwork to be provided by Licensee. Licensee will also provide a
30-second TV advertisement to Licensor and the Licensor will make
his best efforts to have this advertisement featured on any or
all TV space that comes available. There is absolutely no
guarantee that this advertising will ever occur, and both parties
are in agreement on this.
8. COMPENSATION. Interactive Outdoors shall be obliged to
render payment to Licensor as follows:
8.1 $8000, paid in four (4) installments of $2000 every two (2)
months starting from the date of this contract, for 8 archery
hunting videos, 8 "how to" tips videos, and a maximum of duck/wing hunting videos.
8.2 $0.25 per video per magazine per subscription received
during the term of this contract, payable net 30 to Licensor.
8.3 $2.95 per subscription received from either the Licensor's
website (as defined in section 7 above) or any subscriber who
uses Xxx Xxxxxxx as a reference.
9. This agreement shall be binding on any successors of the
parties. Interactive Outdoors does not have the right to assign
its interests in this agreement to any other party, unless the
prior written consent is obtained from Licensor, an
administrative fee will apply. In the event of bankruptcy by
Interactive Outdoors, this license becomes terminated.
10. This agreement contains the entire agreement of the parties
and there are no other promises or conditions in any other
agreement whether oral or written. This agreement supersedes any
prior written or oral agreements between the parties.
11. This agreement may be modified or amended by either party,
and the amendment sent to the other party in writing for
approval. Both parties must consent to any amendments made to
this agreement.
12. If there is a termination of this agreement for any reason,
Interactive Outdoors shall immediate cease and desist any further
publications, display or distribution of the licensed videos and
shall immediately return to Licensor all master or videos copies
of the licensed videos in Interactive Outdoors' possession,
custody or control to Licensor. In the event of a termination,
Interactive Outdoors shall not be entitled to a refund of any
portion.
13. Violation of this agreement may result in the immediate
revocation of license without refund upon written notification of
violation to Interactive Outdoors from the Licensor or it's legal
representation. Violation of these terms and conditions of this
license by Interactive Outdoors will give cause for the
revocation of all rights for use of Licensor images, until the
violations have been rectified to confirm to the terms of the
license. Repeat violation will result in the compete revocation
of license by the Licensor.
14. APPLICABLE LAW. The laws of the United States shall govern
this agreement. If a court finds that any provision of this
agreement is invalid or unenforceable, but that by limiting such
provision it would become valid or enforceable, then such
provision shall be deemed to be written, construed and enforced
as so limited. Waiver of Contractual Right: The failure of
either party to enforce any provision of this agreement shall not
be construed as a waiver or limitation of that party's right to
subsequently enforce and compel strict compliance with every
provision of this agreement. Interactive Outdoors holds Licensor
harmless for any legal issues relating the distribution of the
videos as it relates to the community standards and laws as set
forth in the city/county, state or country of the Licensor and
his or her websites. Licensor does not warrant videos to be
acceptable in licensee's community, and Interactive Outdoors has
assumed full responsibility for determining what videos are
suitable for distribution. Licensor warrants the videos are
fully copyrighted, and warrants the videos free of intellectual
property violations only. All videos are in compliance with U.S.
Federal Laws.
Licensee:
Interactive Outdoors, Inc.
00 Xxxxxx Xxxx
Xxxxxxxxxxxx, Xxx Xxxx 00000
/s/ Xxxxxx X. Xxxxx, Xx. 7-17-02
------------------------ -----------
Signature Date
Xxxxxx X. Xxxxx, Xx. CEO
-------------------- ----------
Print Name Position
Licensor:
Xxx Xxxxxxx Outdoors, Inc.
XX Xxx 000
Xxxxxxxxx, XX 00000
/s/ Xxx Xxxxxxx 07-05-02
--------------- -----------
Signature Date
Xxx Xxxxxxx President
----------- ----------
Print Name Position
