DIGITAL CONTENT LICENSE AGREEMENT

April 10, 2023

DIGITAL CONTENT LICENSE AGREEMENT

The License Agreement (this “Agreement”) is dated as of  ___________________(the “Effective Date”) by and between  RED CANVAS LLC a company formed under laws of ________________having its principal place of business at ________________________ ( the “Company”) AND _______________________ having an address at ________________________(the “Artist”). Each of the Company and Content Creator may be referred to in this agreement individually as a “Party”, collectively as the “Parties”

RECITALS

WHEREAS, The Company has created a resource toolbox for the field of radiation oncology;

WHEREAS, The Content Creator has a social media following and would use his/her social media platforms in sharing the resources in form of research summaries, news articles, digital images, and illustrations as well as medical images including CT and MRI scans;

WHEREAS, the Content Creator will benefit from posting the content by gaining redirects to their site, when cited, and social media followers;

WHEREAS, The Company and the Content Creator wish to enter into this Agreement and to formalize certain understandings reached between the Parties.

NOW THEREFORE, the Company and the Content Creator, intending to be legally bound, hereby agree as follows:

  1. Scope of Work. Subject to the terms and conditions of this Agreement, Content Creator shall post and create posts and resources such as digital images, research summaries, news articles for the Company. Content Creator represents and warrants that the Content Creator does not infringe upon the rights of any third party.
  2. License. Content Creator retains the non-exclusive and sub-licensable right to his work. However, the Content Creator is refrained from using the work to create prints on book pages or for his/her own purposes.
  3. Restrictions. Except as set forth expressly herein or as permitted by the Company with prior written consent, Content Creator shall not, and shall not permit to (a) sublicense, sell, or distribute the work hereunder; or (b) modify the work hereunder.
  4. Payment. In Consideration for the use of the illustrated work, Content Creator shall receive from Company: 1% of the profits if the profits exceed $ 100,000.
  5. Term and Termination. The term of this Agreement shall commence on the Effective date, and continue indefinitely. The Agreement may be terminated by the Company or the Content Creator through sufficient 30 days written notice to either party citing intent to terminate the Agreement.
  6. Rights assigned to the Company. The Company is allowed to modify and promote the digital works on their social media platforms, through ads, email marketing, through social media influencers and any other platforms for the purpose of promoting the resource toolbox. The Company may also publish the content in other mediums including web, online, print, and download. Additionally, the resource toolbox is safeguarded by copyright under Red Canvas LLC.  The Company will provide citation within the software to the content creator with the creators name and brand name.
  7. Confidentiality. Company may disclose to the Content Creator certain confidential information regarding its technology and business (“Confidential Information”). Content Creator agrees to keep confidential and not disclose or use any Confidential Information except to support its use of the digital work. Confidential Information shall not include information that Content Creator can show (a) was already lawfully known to or independently developed by Content Creator without access to or use of Confidential Information, (b) was received by Content Creator from any third party without restrictions, (c) is publicly and generally available, free of confidentiality restrictions; or (d) is required to be disclosed by law, provided that Content Creator provides Company with prompt notice of such requirement and cooperate in order to minimize such requirement.
  8. Limitation of Liability. To the maximum extent permitted by applicable law, in no event shall Company be liable to Content Creator or any third party for any damages, including but not limited to incidental, consequential, indirect, direct, and special or punitive damages arising out of the illustrated work. In no event shall the Company’s maximum cumulative liability under any cause of action exceed the amount paid by Company to Artist. As such, if the Company has not made any payments to Content Creator in order to use the digital work, Company shall not have any liability to Artist.
  9. Disputes. Any disputes arising out of this Agreement shall be solved in good faith through mediation.
  10. Warranties, Disclaimer of Warranties. Content Creator represents and warrants that the digital work shall fulfill the needs of the Company as specified and do not infringe the intellectual property rights of any third parties.
  11. Miscellaneous. This Agreement represents the entire agreement between the parties regarding the subject matter hereof and supersedes any and all other agreements between the Parties, whether written or oral, regarding the subject matter hereof. Except as expressly set forth herein, this Agreement may not be modified or amended except in a writing executed by both parties. All waivers must be in writing. If any part of this Agreement shall be invalid or unenforceable, such part shall be interpreted to give maximum force possible to such terms as possible under applicable law, and such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of this Agreement which shall remain in full force and effect.
  12. Governing Law and Jurisdiction. The Agreement shall be governed by the laws of Florida, and the competent courts in Florida shall have exclusive jurisdiction to hear any dispute arising hereunder.

IN WITNESS WHEREOF, the Parties have executed this Agreement through their duly authorized representatives as of the date first written above.

By: ________________________ By: ______________________

Name: ______________________ Name: _____________________

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