License Agreement

Wazmu LTD
Registered Office:
85 Great Portland Street
First Floor
London
W1W 7LT
Registered in England and Wales
Company Number: 16042928

1. License Grant and Scope

1.1 Wazmu LTD (“Wazmu”) grants the Content Provider a non-exclusive, worldwide, royalty-bearing license to host, distribute, and monetize their content across Wazmu’s digital platforms, including streaming services, applications, websites, and affiliated media channels.
1.2 Wazmu reserves the right to promote, adapt, and optimize content for platform quality, user experience, and distribution needs, ensuring that it reaches a broader audience in formats compatible with diverse media and viewing devices. 1.3 This license includes:

The right to publish and market the content on Wazmu’s channels,
Distribution rights through affiliated partner platforms,
The right to edit content for technical specifications without altering its substance or messaging.

2. Compensation and Revenue Sharing

2.1 Revenue Structure: The Content Provider will receive a percentage of revenue generated from their content, determined based on advertisement revenue, subscriptions, and sponsorship agreements.
2.2 Payment Terms: Compensation is issued quarterly, with detailed statements provided, outlining:

Earnings from advertisements and sponsorships,
Deductions or adjustments as per contractual agreements,
Any applicable taxes or regulatory fees. 2.3 Adjustments: Wazmu may adjust revenue-sharing percentages following a minimum 30-day notice. If agreed in writing, such modifications will take effect for future earnings only.

3. Intellectual Property Rights and Branding

3.1 Content Ownership: The Content Provider retains all intellectual property rights over their content, including all elements contained within (e.g., scripts, music, and graphics).
3.2 License to Wazmu: Wazmu is granted a royalty-free license to:

Use, reproduce, distribute, and publicly display content,
Use content-related trademarks, logos, and brand identifiers to promote both the content and Wazmu’s brand. 3.3 Termination of Rights: Upon contract termination, Wazmu will cease active distribution of the content within 30 days. However, Wazmu may retain a non-exclusive right to archive content for historical records or backup purposes.

4. Content Compliance with Legal and Community Standards

4.1 Legal Compliance: The Content Provider agrees to adhere to all applicable copyright laws, privacy laws, and regulations as applicable in England and Wales.
4.2 Community Standards: Content should align with Wazmu’s policies and guidelines, avoiding:

Violations of third-party rights,
Hate speech, harassment, or violence,
Explicit or offensive material without proper warning or categorization. 4.3 Review and Removal: Wazmu reserves the right to remove or request modifications to content that does not comply with these standards. Content Providers will be notified in cases where immediate action is required due to violations.

5. Term and Termination

5.1 Term: This agreement is valid for an initial one-year term, automatically renewing annually unless terminated in writing.
5.2 Termination for Convenience: Either party may terminate this agreement with a minimum 30-day notice.
5.3 Immediate Termination: Wazmu reserves the right to terminate the agreement without notice in cases of:

Breach of legal or community standards,
Unauthorized use of third-party intellectual property. 5.4 Post-Termination Rights: Upon termination, Wazmu will remove the content from active distribution but may retain archival copies for historical purposes unless requested otherwise.

6. Confidentiality and Data Protection

6.1 Confidential Information: Both Wazmu and the Content Provider agree to maintain confidentiality concerning all business, technical, and proprietary information exchanged under this agreement.
6.2 Data Protection Compliance: Wazmu adheres to applicable data protection laws, including the UK’s Data Protection Act and GDPR, ensuring that any data related to the Content Provider and its audiences are protected. 6.3 User Data: Content Providers are prohibited from accessing or using viewer data outside of analytics provided by Wazmu.

7. Representations, Warranties, and Indemnity

7.1 Representations and Warranties: The Content Provider warrants that:

They own or have secured all necessary rights for distribution and monetization of their content,
The content is original and does not infringe on third-party intellectual property rights,
All data and privacy obligations have been met. 7.2 Indemnification: The Content Provider agrees to indemnify and hold Wazmu harmless against any claims, damages, or liabilities arising from content infringement, privacy breaches, or contractual violations.

8. Limitation of Liability

8.1 Wazmu’s liability under this agreement is limited to direct damages, capped at the amount paid to the Content Provider over the preceding 12 months.
8.2 Wazmu is not liable for indirect, incidental, or consequential damages, including but not limited to loss of revenue, loss of business opportunities, or reputational harm.

9. Dispute Resolution and Governing Law

9.1 Governing Law: This agreement is governed by and construed in accordance with the laws of England and Wales.
9.2 Dispute Resolution: Any disputes arising from or in connection with this agreement will be settled through binding arbitration in London, unless otherwise agreed in writing by both parties.

10. Miscellaneous Provisions

10.1 Entire Agreement: This document constitutes the full agreement between the Content Provider and Wazmu, superseding any previous agreements, understandings, or communications. 10.2 Modifications: Any amendments or modifications to this agreement must be in writing and signed by both parties. 10.3 Assignment: Neither party may assign or transfer its rights or obligations under this agreement without prior written consent from the other party. 10.4 Severability: If any part of this agreement is deemed unenforceable, the remaining sections will continue to be effective and enforceable.