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EXHIBIT 10.1
EXECUTION CONFIDENTIAL
INgrooves
[LOGO]
SERVICE AGREEMENT FOR DIGITAL DISTRIBUTION OF
AUDIO DOWNLOADS
EFFECTIVE DATE: NOVEMBER 19, 2008
LICENSOR: FAMOUS RECORDS, CORP.
150 E. Angeleno Ave. # 1426, Burbank, CA 91502-1911
Label: Famous Records
LICENSEE: Isolation Network, Inc. (d/b/a "INgrooves")
"INgrooves" or
"Licensee"
444 Spear Street, Suite 213, San Francisco, CA 94105
This Full Track Download Service Agreement ("Download Service
Agreement" or
"DSA") along with the Terms and Conditions, Schedules, Exhibits
and any other
applicable Service Agreements constitute the entire agreement
between Licensor
and INgrooves (the "Agreement").
Unless otherwise defined, all capitalized terms in this Download
Service
Agreement have the same meaning as in the Terms and Conditions
and Schedule 1.
1. TERRITORY
The territory for this DSA is the world (the "Territory").
Licensor may
indicate any territorial restrictions regarding specific Content
on Exhibit A,
when Licensor submits the Content.
2. DOWNLOAD CONTENT
In this DSA the Masters and the Compositions are collectively
referred
to as the "Download Content."
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3. GRANT OF RIGHTS
Licensor licenses the Download Content to INgrooves for
distribution
and exploitation and according to the terms of this DSA,
Licensor grants
INgrooves the following rights:
a. The exclusive electronic, digital and mobile rights in the
Download
Content to create digital and electronic copies and to copy,
reproduce, display,
publicly perform, host, distribute, sell and transmit the
Download Content via
all electronic, digital and mobile platforms owned and/or
controlled by
INgrooves Retailers. Mobile platforms and mobile delivery as
used in this DSA
refers to the method of transmission of the full Master
delivered "over-the-air"
to a consumer's personal portable device other than a personal
computer.
b. The right to:
(i) release, advertise, distribute and sell electronic files
or the equivalent electronic form(s) of the Download Content and
to permit
INgrooves Retailers to do so;
(ii) print, publish, disseminate and otherwise use and
permit
INgrooves Retailers to use the NIL Materials for the purposes of
trade,
advertising, and other exploitations solely in connection with
the marketing,
sale and exploitation of the Download Content. All NIL Materials
provided by
Licensor to INgrooves shall be deemed approved. All material
provided by
Licensor to INgrooves may be edited to fit the format of the
specific use
without further approval from Licensor.
(iii) sub-license the rights granted by Licensor to
INgrooves
in this DSA as necessary to INgrooves Retailers solely to
fulfill the purposes
of this Agreement including but not limited to those rights
necessary to
promote, market, advertise, distribute and sell the Download
Content to
consumers. INgrooves' grant of rights to INgrooves Retailers or
use of the
Download Content shall always be subject to the terms and
limitations of this
Agreement;
(iv) perform the Download Content in streaming format on:
internet radio; social networking sites, websites owned and
controlled by
INgrooves Retailers; INgrooves' website or other digital and
internet outlets
for the discovery and exploitation of the Download Content;
(v) publicly display and make available for download as part
of the sale of the Masters, the lyrics of the Compositions;
c. The right, on behalf of Licensor, to collect monies for the
playing
of the Masters on non-interactive webcasts and streaming of the
Masters (payable
by SoundExchange in the U.S.A.). This collection right is only
for Licensor's
Masters. Any monies collected on behalf of Licensor for webcasts
or streams are
included in "Revenue" and are subject to the payment provisions
of the
Agreement;
d. The right, on behalf of Licensor, to obtain Digital Phono
Delivery
("DPD") from the Harry Fox Agency ("HFA") for those Compositions
administered
via HFA. In these
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instances, INgrooves shall pay HFA directly for those DPD sales
under the
Agreement. INgrooves shall deduct the HFA payments from Revenue
payable to
Licensor along with an administration fee of one cent ($0.01)
per download per
Composition. INgrooves direct payment for the DPD licenses is
ONLY applicable to
HFA-administered Compositions. Licensor remains solely
responsible for all other
DPD payments due writers/publishers for sales of Content
embodying the
Compositions.
e. The Right of First Refusal for the Download Content.
4. REVENUE
INgrooves shall pay Licensor the percentage of Revenue as shown
on
Exhibit B. Revenue shall be payable to Licensor at the times
indicated on the
Terms and Conditions.
5. MISCELLANEOUS
a. Licensor warrants and represents that:
(i) Licensor has obtained all DPD licenses for all
Compositions authorized for exploitation under this DSA, unless
otherwise
explicitly addressed here; and
(ii) Licensor shall administer and pay all DPD royalty
payments to the publishers/writers of the Compositions unless
otherwise
explicitly addressed in this DSA;
b. Unless otherwise specifically addressed in this DSA, the
Terms and
Conditions apply to this DSA, including but not limited to each
Party's
warranties, representations and indemnifications. If there is a
conflict between
the Terms and Conditions and this DSA, this DSA shall
control.
LICENSOR "INGROOVES"
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FAMOUS RECORDS, CORP. ISOLATION NETWORK, INC.
(D/B/A "INGROOVES")
BY: BY:
ITS: ITS:
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EXECUTION CONFIDENTIAL
INgrooves
[LOGO]
SERVICES AGREEMENT FOR DIGITAL DISTRIBUTION OF
VIDEO, FILM & VISUALS
EFFECTIVE DATE: NOVEMBER 19, 2008
LICENSOR: FAMOUS RECORDS, CORP.
150 E. Angeleno Ave. # 1426, Burbank, CA 91502-1911
Label: Famous Records
LICENSEE: Isolation Network, Inc. (d/b/a "INgrooves")
"INgrooves" or
"Licensee"
444 Spear Street, Suite 213, San Francisco, CA 94105
This Video, Film and Visuals Service Agreement (the "Video
Service Agreement or
"VSA") along with the Terms and Conditions, Schedules, Exhibits
and any other
applicable Service Agreements constitute the entire agreement
between Licensor
and INgrooves (the "Agreement").
Unless otherwise defined, all capitalized terms in this VSA have
the same
meaning as in the Terms and Conditions and Schedule 1.
1. TERRITORY
The territory for this VSA is the world ("Territory"). Licensor
may
indicate any territorial restrictions regarding specific "Video
Content" on
Exhibit A when Licensor submits the Visual Content.
2. VIDEO CONTENT
In this VSA and for the purposes of Exhibit A the Visuals,
Performers,
the Proprietary Materials and the Releases are collectively
referred to as the
"Video Content."
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3. GRANT OF RIGHTS
Licensor licenses the Video Content to INgrooves for
distribution and
exploitation and according to the terms of this VSA. Licensor
grants INgrooves
the following rights:
a. The exclusive electronic, digital and mobile rights in the
Video
Content to create digital and electronic copies and to copy,
reproduce, display,
publicly perform, host, distribute, sell and transmit the Video
Content via all
electronic, digital and mobile platforms owned and/or controlled
by INgrooves
Retailers. Mobile platforms and mobile delivery as used in this
VSA refers to
the method of transmission of the Video Content via
"over-the-air" to a
consumer's personal portable device other than a personal
computer.
b. The right to:
(i) release, advertise, distribute and sell electronic files
or the equivalent electronic form(s) of the Video Content and to
permit
INgrooves Retailers to do so;
(ii) print, publish, disseminate and otherwise use and
permit
INgrooves Retailers to use the NIL Materials for the purposes of
trade,
advertising, and other exploitations solely in connection with
the marketing,
sale and exploitation of the Video Content. All NIL Materials
provided by
Licensor to INgrooves shall be deemed approved. All material
provided by
Licensor to INgrooves may be edited to fit the format of the
specific use
without further approval from Licensor.
(iii) perform the Video Content in streaming format on:
social
networking sites, websites owned and controlled by INgrooves
Retailers;
INgrooves' website or other digital and internet outlets for the
discovery and
exploitation of the Video Content; and
(iv) sub-license the rights granted by Licensor to INgrooves
in this VSA as necessary to INgrooves Retailers solely to
fulfill the purposes
of the Agreement including but not limited to those rights
necessary to promote,
market, advertise, distribute and sell the Video Content to
consumers.
INgrooves' grant of rights to INgrooves Retailers or use of the
Video Content
shall always be subject to the terms and limitations of the
Agreement;
c. The Right of First Refusal for the Video Content.
4. PAYMENT
a. So long as Licensor delivers the Video Content to INgrooves
in a
digitized format that is of a quality acceptable to INgrooves in
its reasonable
business judgment, then all fees for encoding the Video Content
shall be borne
by INgrooves at no cost to Licensor. If the Video Content is not
encoded or the
quality of the Video Content is not of a quality acceptable to
INgrooves, then
the Parties shall mutually agree on the cost of digitizing and
encoding each
individual piece of Video Content.
b. Unless otherwise agreed to in writing, INgrooves shall pay
Licensor
the percentage of Revenue as shown on Exhibit B.
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5. MISCELLANEOUS
a. In addition to the warranties and representations contained
in the
Terms and Conditions, Licensor warrants and represents that
Licensor will make
any and all payments which may be due for the Releases and which
may be due to
the Performers and INgrooves shall not be obligated to make any
payments
whatsoever to Licensor or to any third parties other than the
payments as
detailed in Exhibit B.
b. Licensor further warrants and represents that Licensor has
obtained
all of the licenses, permissions, waivers and releases from all
Performers and
all of the owners of the Proprietary Material for all authorized
uses of the
Video Content under this VSA.
c. Unless otherwise specifically addressed in this VSA, the
Terms and
Conditions apply to this VSA, including but not limited to each
Party's
warranties, representations and indemnifications. If there is a
conflict between
the Terms and Conditions and this VSA, this VSA shall
control.
LICENSOR "INGROOVES"
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FAMOUS RECORDS, CORP. ISOLATION NETWORK, INC.
(D/B/A "INGROOVES")
BY: BY:
ITS: ITS:
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EXECUTION CONFIDENTIAL
INgrooves
[LOGO]
SERVICES AGREEMENT FOR DIGITAL DISTRIBUTION OF
VIDEOTONES AND RINGTONES
EFFECTIVE DATE: NOVEMBER 19, 2008
LICENSOR: FAMOUS RECORDS, CORP.
150 E. Angeleno Ave. # 1426, Burbank, CA 91502-1911
Label: Famous Records
LICENSEE: Isolation Network, Inc. (d/b/a "INgrooves")
"INgrooves" or
"Licensee"
444 Spear Street, Suite 213, San Francisco, CA 94105
This Mobile Service Agreement ("Mobile Agreement") along with
the Terms and
Conditions, Schedules, Exhibits and any other applicable Service
Agreements
constitute the entire agreement between Licensor and INgrooves
(the
"Agreement").
Unless otherwise defined, all capitalized terms in this Mobile
Agreement have
the same meaning as in the Terms and Conditions and Schedule
1.
1. TERRITORY
The territory for this Mobile Agreement is the world
("Territory").
Licensor may indicate any territorial restrictions regarding
specific "Mobile
Content" on Exhibit A when Licensor submits the Mobile
Content.
2. MOBILE CONTENT
In this Mobile Agreement the Masters, the Compositions, the
Wallpapers,
the Video Tones and the Releases are collectively referred to as
the "Mobile
Content."
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3. GRANT OF RIGHTS
Licensor licenses the Mobile Content to INgrooves for
distribution and
exploitation and according to the terms of this Mobile
Agreement. Licensor
grants INgrooves the following rights:
a. The exclusive electronic, digital and mobile rights in the
Mobile
Content to create digital and electronic copies and to copy,
reproduce, display,
publicly perform, host, distribute, sell and transmit the Mobile
Content via
platforms owned or controlled by INgrooves Retailers.
b. The right to:
(i) edit the Mobile Content into shorter works (as short as
five seconds (:05)) in order to create ring tones, ring back
tones, true tones,
Wallpapers and Video Tones and to digitally transform the Mobile
Content into
transmittable digital data ("Mobile Tones");
(ii) distribute, deliver, upload, download and otherwise
transmit the Mobile Tones for sale to consumers over the
internet or over a
transmission network (e.g. SMS or WAP or other device interface)
owned or
controlled by INgrooves Retailers for transfer to consumers'
individual
telecommunications devices solely for consumer's personal,
non-commercial use;
(iii) print, publish, disseminate and otherwise use and
permit
INgrooves Retailers to use the NIL Materials for the purposes of
trade,
advertising, and other exploitations solely in connection with
the marketing,
sale and exploitation of the Mobile Content. All NIL Materials
provided by
Licensor to INgrooves shall be deemed approved. All material
provided by
Licensor to INgrooves may be edited to fit the format of the
specific use
without further approval from Licensor.
(iv) publicly perform the Mobile Content in streaming format
on websites (including social networking sites), other internet
outlets for the
discovery and exploitation of the Mobile Content, carrier decks
owned or
controlled by INgrooves Retailers and via over the air
transmission on a gratis
basis for purposes of promoting the sale of the Mobile
Content;
(v) sub-license the rights granted by Licensor to INgrooves
in
this Mobile as necessary to INgrooves Retailers solely to
fulfill the purposes
of the Agreement including but not limited to those rights
necessary to promote,
market, advertise, distribute and sell the Mobile Content to
consumers.
INgrooves' grant of rights to INgrooves Retailers or use of the
Mobile Content
shall always be subject to the terms and limitations of the
Agreement;
c. The Right of First Refusal to distribute to the Mobile
Content.
4. MISCELLANEOUS
a. In addition to the warranties and representations contained
in the
Terms and Conditions, Licensor warrants and represents that
Licensor will make
any and all payments which may be due for the Releases and which
may be due to
the Performers and INgrooves shall not be obligated to make any
payments
whatsoever to Licensor or to any third parties other than the
payments as
detailed in Exhibit B.
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b. Licensor further warrants and represents that Licensor has
obtained
all of the licenses, permissions, waivers and releases from all
Performers and
all of the owners of the Proprietary Material for all authorized
uses of the
Mobile Content under this Mobile Agreement.
c. Unless otherwise specifically addressed in this Mobile
Agreement,
the Terms and Conditions apply to this Mobile Agreement,
including but not
limited to each Party's warranties, representations and
indemnifications. If
there is a conflict between the Terms and Conditions and this
Mobile Agreement,
this Mobile Agreement shall control.
LICENSOR "INGROOVES"
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FAMOUS RECORDS, CORP. ISOLATION NETWORK, INC.
(D/B/A "INGROOVES")
BY: BY:
ITS: ITS:
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EXECUTION CONFIDENTIAL
INgrooves
[LOGO]
SERVICE AGREEMENT FOR
SYNCHRONIZATION LICENSING
EFFECTIVE DATE: NOVEMBER 19, 2008
LICENSOR: FAMOUS RECORDS, CORP.
150 E. Angeleno Ave. # 1426, Burbank, CA 91502-1911
Label: Famous Records
LICENSEE: Isolation Network, Inc. (d/b/a "INgrooves")
"INgrooves" or
"Licensee"
444 Spear Street, Suite 213, San Francisco, CA 94105
Whereas INgrooves may obtain opportunities to place the
"Licensing Content"
(defined below) in film, television, videogames, internet
visuals, consumer
devices, and/or other media, Licensor grants INgrooves the right
to enter into
synchronization agreements with third parties for the Licensing
Content and such
other rights as outlined below.
This Synchronization Licensing Agreement ("Synchronization
Licensing Agreement"
or "SLA") along with the Terms and Conditions, Schedules,
Exhibits and any other
applicable Service Agreements constitute the entire agreement
between Licensor
and INgrooves (the "Agreement").
Unless otherwise defined, all capitalized terms in this
Synchronization
Licensing Agreement ("SLA") have the same meaning as in the
Terms and Conditions
and Schedule 1.
1. TERRITORY
The territory for this SLA is the world ("Territory"). Licensor
may
indicate any territorial restrictions regarding specific
Licensing Content on
Exhibit A when Licensor submits the Licensing Content.
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2. LICENSING CONTENT
a. Third Party Compositions
In the event Licensor does not own, control or have licenses for
use of
the Compositions under this SLA ("Third Party Compositions"),
Licensor will
advise INgrooves and clearly indicate the Third Party
Compositions when
submitting "Licensing Content" and clearly indicate the Third
Party Compositions
on Exhibit A. Licensor will provide INgrooves with as much
information as
possible about the writers/publishers of Third Party
Compositions and INgrooves
will use reasonable efforts to obtain publisher's/writer's
permission for the
synchronized uses.
b. In this SLA, the Masters, the Compositions and the Third
Party
Compositions are collectively referred to as the "Licensing
Content."
3. GRANT OF RIGHTS
a. INgrooves shall in all instances obtain Licensor's prior
written
approval for synchronization of the Licensing Content.
b. Licensor grants INgrooves the non-exclusive right to:
(i) record, dub and synchronize the Licensing Content in
timed
relation with visual images;
(ii) create digital and electronic copies and to copy,
reproduce, display, publicly perform, host, distribute, sell and
transmit the
Licensing Content via all electronic, digital and mobile
platforms owned and/or
controlled by INgrooves Retailers;
(iii) publicly perform the Licensing Content in outlets such
as theaters, live venues and television as well as via the world
wide web in
streaming formats on electronic, digital, mobile and other
platforms;
(iv) display and make available as part of the Licensing
Content, lyrics of the Compositions;
(v) place the Licensing Content in advertisements and movie
trailers;
(vi) embed the Licensing Content into physical formats such
as
video-game consoles, particular mobile devices and other forms
and formats,
including physical audio and audiovisual compilations as
opportunities arise
and, in such cases, to manufacture, make copies of, distribute
and sell physical
embodiments of the Licensing Content;
(vii) print, publish, disseminate and otherwise use and
permit
INgrooves Retailers to use the NIL Materials for the purposes of
trade,
advertising, and other exploitations solely in connection with
the marketing,
sale and exploitation of the Licensing Content. All NIL
Materials provided by
Licensor to INgrooves shall be deemed approved. All material
provided
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by Licensor to INgrooves may be edited to fit the format of the
specific use
without further approval from Licensor and;
c. Licensor grants INgrooves the exclusive right to sub-license
the
rights granted by Licensor to INgrooves in this SLA as necessary
to INgrooves
Retailers solely to fulfill the purposes of the Agreement
including but not
limited to those rights necessary to promote, market, advertise,
distribute and
sell the Licensing Content to consumers. INgrooves' grant of
rights to INgrooves
Retailers or use of the Licensing Content shall always be
subject to the terms
and limitations of the Agreement.
d. Upon expiration or termination of this SLA, Licensor agrees
that
INgrooves and INgrooves Retailers may continue to sell, lease,
license,
advertise or otherwise dispose of existing inventory of any
physical products
embodying the Licensing Content, if any, in existence at the
time of termination
or expiration. Such physical products include devices onto which
the Licensing
Content may be embedded.
4. REVENUE
a. Unless otherwise agreed to upon presentation of the
proposed
Licensing Content use, the Revenue for use of the Licensing
Content shall be
paid as set out in Exhibit B of the Terms and Conditions.
b. Regardless of the specific Revenue for each Licensing Content
use,
the payment from INgrooves to Licensor shall be on the same
terms and conditions
as set forth in the Terms and Conditions.
5. MISCELLANEOUS
a. Licensor warrants and represents that:
(i) as required for the authorized use of the Compositions
under this SLA, Licensor has obtained all necessary
synchronization licenses;
(ii) Licensor shall administer and directly pay the
writer/publishers of the Compositions any and all m
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