This agreement has been drafted in the German language. An English translation is provided for convenience only. In the event of any discrepancy or ambiguity between the German version and the English translation, only the German version shall be legally binding.
Content – License Agreement between
Licensor – hereinafter referred to as “Creator” – and
Licensee – hereinafter referred to as “Brand (company)” –
jointly or individually hereinafter also referred to as “Party/Parties”.
Preamble
The Parties have concluded a license agreement (“License Agreement”) via the website www.innoverse.group (“Innoverse”) regarding the works created by the Creator and individually listed in the License Agreement (“Content”). The License Agreement includes the selection of the Content as well as the license fee. In addition, the License Agreement may optionally include the duration of the grant of rights and other terms deviating from or supplementing the provisions of this Agreement by the Creator. The License Agreement forms part of this Agreement; in the event of any conflict between the License Agreement and this Agreement, the License Agreement shall prevail.
The Creator is the holder of the usage and exploitation rights to the Content. The Content is protected by copyright law. The Brand (company) intends to fully exploit and commercially use the Content for the promotion of its brand (“Brand”).
Against this background, the Parties conclude the following agreement (hereinafter: “Content Agreement”):
§1 Formation of Contract
(1) By publishing and offering the Content on Innoverse, the Creator submits a binding offer to the Brand (company) to license the Content under the conditions described in this Agreement and in the License Agreement.
(2) By accepting an offer posted by the Creator on Innoverse by clicking the button “License Content,” the Brand (company) accepts the terms set out in this Agreement.
(3) The contract is concluded only upon receipt of the acceptance declaration submitted by the Brand (company), which is sent to the Creator via separate email.
§2 Grant of Rights to the Subject Matter of the Agreement
(1) The scope and type of granted usage rights are determined exclusively by the license parameters selected during the booking process. Possible license parameters include in particular:
a) The right of reproduction, public making available, and distribution, meaning the right to reproduce and publicly make available or communicate the Content without limitation, using any technical means, in particular through digital integration for the purpose of promoting the Brand, especially on websites, online shops, marketplaces, and social media channels of the Brand (company) and its affiliated companies;
b) The right to make available on demand, meaning the right to store the Content, keep it available for the public, and transmit it to one or more users on demand in all analog or digital electronic databases, electronic communication networks, and telecommunication networks;
c) The right of public communication, meaning the right to publicly reproduce the Content for commercial or non-commercial purposes via sound carriers, image carriers, audiovisual carriers, multimedia carriers, or other data carriers in all formats using all analog and digital processes and technologies;
d) The right of adaptation, meaning the right to modify and adapt the Content, either directly or through third parties, while respecting moral rights (e.g., cropping, color correction, retouching, text overlays, audio addition, integration into videos, collages), provided that no unreasonable distortion of the Content within the meaning of copyright law occurs, as well as the right to combine the Content with logos, trademarks, slogans, and other identifiers of the Brand (company);
e) The advertising right, meaning the right to use the Content for the promotion of the Brand, also in any other media and outside the internet, in particular television and print media (e.g., social media ads, display ads, DOOH, TV/CTV, print advertisements, catalogs, POS materials, and trade fair appearances), but not for the promotion of third-party products.
(2) The grant of rights also includes the use of excerpts of the Content and use in combination with other works.
(3) The Creator grants the Brand (company) the right, in connection with the execution of this Agreement, to use the respective title of the Content as well as names, titles, logos, and images of both the Creator and the author of the Content on the Brand’s website and in relevant advertising.
(4) The transfer of rights is subject to the suspensive condition of full payment of the remuneration owed under §6 (1). A provisional usage right that does not result in a transfer of rights under §2 may be granted by separate agreement.
(5) Obligations regarding crediting, linking, or attribution of the Creator are determined exclusively by the license parameters agreed during the booking process.
(6) If an exclusive license is expressly agreed in the License Agreement, the provisions under §2 (1)–(5) apply accordingly, with the modification that the usage rights are granted on a non-exclusive basis.
§3 Obligations of the Creator
The Creator shall deliver a copy of the respective Content in electronic form to the Brand (company) immediately after receipt of full payment under §6 (1), but no later than within three working days.
§4 Warranty of Ownership, Indemnification of the Brand (company)
(1) The Creator warrants that they hold the rights being transferred and are able to effectively grant the rights specified in §2. The Creator further warrants that the Content is free of third-party rights that could conflict with the granted usage rights. The Creator also warrants that the Content has already been published and that the author will not object to such publication. The Creator warrants that the use of the Content under this Agreement does not infringe any third-party personality rights, in particular that depicted persons have consented to the use.
(2) The Creator shall indemnify the Brand (company) against all claims by third parties, in particular copyright and personality rights claims, upon first request. The Creator shall immediately notify the Brand of any known impairments of the rights granted. The Brand is entitled to take appropriate measures to defend against claims or enforce its rights. Any actions by the Creator must be coordinated in advance with the Brand. The indemnification also includes reimbursement of legal costs incurred by the Brand.
(3) The indemnification under paragraph 2 does not apply if the third-party claim results from use of the Content by the Brand in violation of this Agreement, in particular §2.
§5 Term, Duration of Rights Grant
(1) This Agreement has a term of two years from the transfer of rights under §2 (4). The duration of usage rights is determined by the agreed license parameters.
(2) The Parties waive their right to ordinary termination. The right to extraordinary termination remains unaffected.
§6 Prices and Payment Terms
(1) The Creator shall receive the flat license fee agreed in the License Agreement plus applicable VAT for the granted rights.
(2) Payment is processed via the platform. The Brand authorizes payment via Stripe. Payouts to the Creator are made via Stripe Connect. Innoverse is entitled to automatically retain a platform fee of 20%.
(3) Where VAT is legally applicable, it shall be additionally payable. If the Creator qualifies as a small business or reverse-charge rules apply, German VAT will not be shown separately.
(4) If a deposit is made in the context of a rental process, it is held in escrow by the platform. The Brand decides on full or partial release after return of the rental item. Disputes regarding deposits concern exclusively the Brand and the Creator.
§7 Consequences of Termination
Upon termination of this License Agreement, all rights of the Brand (company) revert to the Creator. The Brand must immediately return all physical copies of the Content and delete all electronic copies without delay.
§8 Final Provisions
(1) This Agreement is governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction for all disputes arising from this contractual relationship is Munich.
(2) No oral side agreements exist. Amendments or supplements to this Agreement must be made in writing to be valid. This also applies to any waiver of the written form requirement.
(3) The Parties agree to notify each other in text form of any change of address.
(4) Should individual provisions of this Agreement be or become invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. The Parties shall replace the invalid or unenforceable provision with a valid one that comes as close as possible to its economic intent. The same applies in case of a contractual gap.