Exclusive Agreement
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Get your clip in front of Florida's biggest audience — and you keep full ownership of your video. Takes about 2 minutes.
We loved your video and want to feature it across the Only in Florida® network to millions of followers!
By submitting, you're giving Only in Florida® an exclusive license to your video. You stay the owner of your footage, and it can stay up on your own pages.
As an added opportunity, we may offer your video to media outlets, shows, brands, and other clients for potential licensing. We'll help manage those opportunities and protect your video from unauthorized use. If your video earns money through licensing or unauthorized use claims, you'll get paid your share according to the agreement. Earnings depend on demand and aren't guaranteed.
This is for people who own their footage and want it working for them — reaching millions of people and creating earning potential instead of sitting unused.
Questions before you sign? Email us anytime: licensing@onlyinfl.com
Thanks for submitting your video to Only in Florida®. Our team will review everything and reach out if we need anything else.
If a licensing opportunity comes up, we'll handle the process and keep you updated.
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Questions? licensing@onlyinfl.com
This Exclusive License Agreement (this “Agreement”) is a commercial licensing agreement entered into by and between the individual or entity identified as Licensor on the Video Submission Form (“Licensor” or “you”) and Evolve Digital LLC d/b/a Only in Florida®, a limited liability company (“Licensee” or “Only in Florida”), and is effective as of the date Licensor electronically signs the Video Submission Form (the “Effective Date”).
This Agreement governs the exclusive license of the video(s) identified in the Video Submission Form and Exhibit A (the “Licensed Material”). The Video Submission Form and Exhibit A are incorporated into and form part of this Agreement.
(1) Licensor grants to Licensee, and Licensee accepts, subject to the terms of this Agreement, the following rights in and to the Licensed Material during the Term and throughout the Territory, collectively, the “Licensed Rights”: an exclusive, sub-licensable, transferable, and irrevocable, except as expressly provided in Section IV or under any nonwaivable termination right under applicable copyright law, license of the Licensed Material, royalty-free except as expressly set forth in Section II.
(2) Licensee shall have the exclusive and unlimited right, throughout the Term, to:
i. manage, use, refrain from using, or alter the Licensed Material by any and all methods or means;
ii. permit others, through any method or means, to exploit the Licensed Material by any methods or means now known or later developed, including without limitation through Media and Distribution Channels, whether by Licensee, its successors, assigns, sublicensees, partners, or others, for any purpose Licensee determines feasible;
iii. reproduce, distribute, modify, edit, adapt, publish, translate, incorporate, prepare derivative or collective works utilizing, display, and perform any portion of the Licensed Material, including without limitation in connection with the training or tuning of, ingestion into, analysis by, or other manipulation or use by artificial-intelligence, machine-learning, model-training, inference, evaluation, indexing, retrieval, or related computational applications, systems, or engines, whether now known or later developed and regardless of modality, in each case for any purpose.
The rights licensed under this Section I(2) include each exclusive right enumerated in 17 U.S.C. § 106, including reproduction, preparation of derivative works, distribution, public performance, and public display. Licensee holds those exclusive rights for purposes including 17 U.S.C. §§ 201(d)(2) and 501(b), and is entitled to the protections and remedies accorded to the owner of exclusive copyright rights to the extent permitted by applicable law.
(3) Licensor grants Licensee an irrevocable power of attorney, coupled with an interest, pursuant to which Licensor appoints Licensee as Licensor's attorney-in-fact solely with respect to the Licensed Material and the rights granted under this Agreement, to:
i. take action reasonably necessary to effect, document, transfer, confirm, or record the rights granted to Licensee herein, including copyright-related actions;
ii. enforce claims and prosecute actions relating to past, present, and future unauthorized third-party use of the Licensed Material;
iii. file applications for registration of copyright claims in the Licensed Material with the U.S. Copyright Office or applicable foreign authorities at such times as Licensee determines appropriate; and
iv. record this Agreement, a short-form memorandum of it, or another instrument evidencing the grants or assignments herein with the U.S. Copyright Office pursuant to 17 U.S.C. § 205 or with a corresponding registry in a foreign jurisdiction.
(4) Licensee receives the non-exclusive worldwide right to use, publish, and permit others to use and publish Licensor's name and any related third-party names, likenesses, appearances, voices, and biographical material solely in connection with the purposes of this Agreement.
(5) Licensee shall have the sole right to prosecute, defend, settle, and compromise suits and actions respecting the Licensed Material and to take actions reasonably necessary to prevent and restrain infringement of copyright or other rights therein.
Licensor hereby assigns to Licensee all claims and causes of action respecting the Licensed Material arising before, on, or after the Effective Date, including infringement claims and claims for removal or alteration of copyright management information under 17 U.S.C. § 1202, together with the right to sue for, settle, release, and collect damages, profits, penalties, costs, and attorneys' fees arising from such claims. This assignment is intended as a present transfer and includes claims arising before the Effective Date from unauthorized uses of the Licensed Material. Licensee may prosecute an assigned claim in its own name as assignee and exclusive licensee.
If any such claim or cause of action is determined not to be assignable, Licensor grants Licensee the sole and exclusive authority to pursue, settle, and resolve it on Licensor's behalf under the power of attorney described in Section I(3). If a court requires Licensor to participate or be joined as a party, Licensor consents to such participation or joinder, with reasonable out-of-pocket costs reimbursed as provided in Section III(12). Money actually received by Licensee from claims described in this Section I(5) is subject to the Infringement Fee provisions in Section II(2)(ii). Nothing in this Agreement requires Licensee to institute any proceeding.
The grant to Licensee under this Section I is and remains exclusive, including as against Licensor. Solely to permit Licensor's own posting, Licensee grants back to Licensor during the Term a limited, personal, non-exclusive, non-transferable, non-sublicensable, royalty-free license, the “Posting License,” to:
i. leave in place original posts of the Licensed Material existing on Licensor's own accounts as of the Effective Date; and
ii. post the Licensed Material on Licensor's own personal or business social-media accounts that qualify as Whitelisted Accounts.
The Posting License is granted by Licensee out of, and is subordinate to, the exclusive rights licensed to Licensee. It is a license back from Licensee to Licensor and not a reservation or retention of the Licensed Rights by Licensor.
“Whitelisted Accounts” means accounts and channels identified by Licensor through the Video Submission Form, a separate whitelisting process provided by Licensee, or accounts subsequently submitted by Licensor to licensing@onlyinfl.com and confirmed as whitelisted. Confirmation shall not be unreasonably withheld for Licensor's own accounts and shall be deemed given if Licensee does not respond within ten business days. Licensor may request additional accounts be whitelisted at any time by contacting licensing@onlyinfl.com.
Licensee may operate or engage third-party automated rights-management and enforcement systems across platforms. Accounts that are not whitelisted may therefore be subject to automated claims, blocks, monetization, or takedowns. Any such automated action affecting Licensor's own account or authorized post is not a breach of this Agreement by Licensee. Upon Licensor's notice to licensing@onlyinfl.com, Licensee will, within ten business days, take reasonable steps to request release of the claim or restoration of the content, provided restoration is controlled by the applicable platform and cannot be guaranteed by Licensee.
Licensor's failure to whitelist an account does not by itself constitute a breach of this Agreement. However, new posts of the Licensed Material under the Posting License are permitted only on Whitelisted Accounts. Licensor may cure a posting on a non-whitelisted account by promptly submitting that account for whitelisting.
Licensor shall not grant any third party, other than the applicable social platform through its ordinary non-exclusive terms of service, any license, monetization right, or other right in the Licensed Material. All other exploitation of the Licensed Material runs exclusively through Licensee.
(7) Any additional right, title, interest, claim, or cause of action in or to the Licensed Material that Licensor acquires after the Effective Date is hereby granted and assigned to Licensee, without additional action by either party, immediately upon Licensor's acquisition, to the extent reasonably necessary to give full effect to the grants and assignments in this Section I.
Licensor shall disclose to Licensee on the Video Submission Form or in writing before or promptly after the Effective Date every license, permission, consent, approval, or authorization concerning the Licensed Material, whether written, oral, or implied and whether exclusive or non-exclusive, that Licensor or any co-author or contributor granted to a third party before the Effective Date. The disclosure should identify, to the extent known:
Email to licensing@onlyinfl.com is sufficient. The grants in this Section I are subject to disclosed permissions that the person granting them had the right to give. Licensee will not knowingly assert a claim against a use falling within the scope of a valid disclosed permission. An automated claim against such a use is not a breach by Licensee, and Licensee will act reasonably promptly to withdraw it after receiving appropriate notice.
Licensor need not revoke or breach a permission validly given before the Effective Date. After the Effective Date, Licensor shall not extend, renew, broaden, confirm, or re-grant a prior permission, or give a new permission except as allowed under Section I(6), and shall refer new licensing requests to licensing@onlyinfl.com.
Licensor agrees that an account name, username, handle, profile image, title, credit, watermark, terms of use, or metadata conveyed with a published copy of the Licensed Material may constitute copyright management information within the meaning of 17 U.S.C. § 1202(c). Licensor shall preserve the original camera or source file and deliver it to Licensee upon reasonable request.
Where the Licensed Material contains more than one clip, shot, segment, still, or other separable contribution, each an “Element,” the grants and assignments in this Section I apply separately to each Element in which Licensor holds the necessary rights and separately to the selection, coordination, and arrangement of those Elements. A failure of rights as to one Element does not automatically affect the rights granted in other Elements or in the arrangement of the Elements. An Element in which Licensor lacks necessary rights is excluded from the Licensed Material until those rights are obtained, after which Section I(7) shall apply. Licensor shall identify any such Element and use reasonable efforts to provide the documentation contemplated by Section III(2).
If another person holds or claims an interest as joint author or co-owner, Licensor grants and assigns Licensor's entire undivided interest, including Licensor's rights to use and license the work, enforce and settle claims to the extent of Licensor's interest, and receive any accounting from a co-owner. Licensor shall use reasonable efforts to obtain and deliver a written assignment or exclusive license from the other person when reasonably requested. As between Licensor and Licensee, the rights granted by Licensor remain exclusive as to Licensor's entire interest.
In consideration of the rights granted herein by Licensor, upon Licensee's acceptance of the Licensed Material following clearance review as described in Section IV(2), Licensee shall enroll or make the Licensed Material available within Licensee's content library, licensing operation, distribution network, and rights-management program. The Licensed Material then becomes eligible for licensing, distribution, and enforcement opportunities. Licensee will pursue such opportunities with the goal, but not the guarantee or obligation, of generating revenue and distribution for the Licensed Material. Licensor acknowledges that revenue and distribution outcomes depend on third-party demand and are not guaranteed.
Licensor shall be entitled to the following fees by virtue of the Licensed Material being enrolled or made available through Licensee's licensing and rights-management operation.
i. Third Party Fee. If an unaffiliated third party specifically requests use of the Licensed Material, and Licensee accepts such request as feasible, Licensee shall pay Licensor Fifty Percent (50%) of the fee actually obtained by Licensee for that use under a direct, individually negotiated license, the “Third Party Fee.” The Third Party Fee shall be due to Licensor within thirty business days after Licensee receives the applicable fee. For purposes of this Agreement, business days exclude Saturdays, Sundays, and U.S. federal holidays. A Third Party Fee specifically excludes uses by Licensee Partners as defined in Section II(5).
ii. Infringement Fee. If money is actually received by Licensee from resolution of copyright-infringement claims relating to the Licensed Material, including claims or causes of action assigned under Section I(5), whether the infringement occurred before, on, or after the Effective Date, and such recovery is obtained through Licensee's manual copyright-infringement collection efforts, Licensee shall pay Licensor Thirty Percent (30%) of the net sums actually received by Licensee, the “Infringement Fee.” The Infringement Fee shall be due within thirty business days after Licensee receives the applicable funds and reasonably determines the applicable deductible costs. The Infringement Fee is subject to deduction of out-of-pocket costs incurred by Licensee in connection with the matter, including reasonable outside attorneys' fees, litigation costs, filing fees, investigation costs, collection expenses, and rights-enforcement provider fees. For purposes of this Agreement, “manual copyright-infringement collection efforts” means individualized pursuit of a claim by Licensee or its counsel, including demand correspondence, negotiated settlement, mediation, arbitration, or legal proceedings, regardless of how the infringement was initially detected. It does not include revenue generated by platform-native automated claiming, matching, monetization, or similar tools absent individualized pursuit.
iii. Remittance Threshold; Annual Account Administration. Fees accrue to Licensor's account as earned. No fee becomes due or payable, and Licensee is not required to remit payment, until Licensor's accrued unpaid balance equals or exceeds Fifty Dollars ($50.00), the “Remittance Threshold.” If, as of December 31 of any calendar year other than the calendar year containing the Effective Date, Licensor's accrued unpaid balance is greater than zero but below the Remittance Threshold, Licensee will notify Licensor by email at the address on file. Licensor may, within thirty days of that notice, claim the full balance, which Licensee will pay in accordance with Section II(4) notwithstanding the Remittance Threshold. If Licensor does not claim the balance during that thirty-day period, the balance is not forfeited or extinguished. It shall carry forward as a dormant balance that remains payable without interest upon the earlier of: Licensor's later request; or the accrued balance reaching the Remittance Threshold. Licensee may, in its sole discretion, remit a balance below the Remittance Threshold at any time.
iv. Discretionary Bonuses. From time to time, Licensee may elect, in its sole discretion, to pay Licensor usage-based or performance-based bonuses to reward popular content, including usage of the Licensed Material across Licensee's or Licensee Partners' channels, networks, and programs. Any bonus is voluntary and gratuitous, does not create an obligation, expectation, or course of dealing, may be modified or discontinued at any time, and once credited shall be treated as a fee under this Section II, including for purposes of the Remittance Threshold.
v. Chargebacks and Reversals. If an amount on which a fee or bonus credited or paid to Licensor was calculated is later reversed, refunded, charged back, clawed back, or otherwise recouped from Licensee, the corresponding fee or bonus shall be reversed. Licensee may deduct or offset such amount against Licensor's accrued balance or future payments. Such reversal may be implemented only by offset and not through a demand that Licensor repay money already remitted. An offset under this subsection may apply only to an underlying reversal occurring within twelve months after Licensee received the amount concerned.
Except as expressly set forth in Section II(2), there are no other residuals, revenue splits, royalties, or payments due to Licensor in connection with this Agreement. Licensor is not entitled to royalties, residuals, revenue splits, or payments for uses of the Licensed Material:
i. on Licensee's owned or operated pages, channels, websites, or social-media accounts;
ii. on Licensee Partners' channels or social-media accounts;
iii. through Licensee's agreements with third parties providing those parties access to Licensee's library, network, subscription, content-partnership, or distribution programs; or
iv. through third-party platforms utilizing automated or non-manual rights-management, matching, claiming, or monetization tools.
After Licensor's accrued balance first equals or exceeds the Remittance Threshold, Licensee will contact Licensor using the email address on file to obtain the payout information and tax documentation reasonably necessary to process payment. Licensee may remit payment by ACH, PayPal, another electronic payout provider, or another payment method agreed to in writing. Licensee may use a third-party payment or partner-management platform in connection with payment processing. Licensee may hold a payment, without forfeiture, until Licensor completes required payout onboarding or provides required tax or payment information in accordance with Section III(9). Licensor is responsible for keeping payout and contact information current.
“Licensee Partners” means third parties participating in Licensee's content-partnership, whitelisting, subscription, distribution, syndication, network, or library-access programs pursuant to an agreement or business relationship with Licensee. Access to or use of Licensed Material through such a program, including self-serve, subscription, whitelisting, syndication, content-partnership, distribution, or library access, is a Licensee Partner use. A Third Party Fee arises only from a direct, individually negotiated license of the specific Licensed Material as described in Section II(2)(i).
Licensor acknowledges that enrollment under Section II(1) makes the Licensed Material eligible for publication and distribution across Licensee's and Licensee Partners' pages, channels, networks, and programs. Such publication or distribution, where it occurs, may provide promotional, audience-exposure, and portfolio value to Licensor and the Licensed Material. Such publication and distribution are part of the consideration and value received by Licensor under this Agreement in addition to the enrollment and fee rights described in this Section II, whether or not a separate fee accrues to Licensor from such use. Nothing in this Section obligates Licensee to publish or distribute the Licensed Material. Licensee's ordinary business records of publication or distribution shall constitute evidence thereof.
Licensee shall maintain reasonably accurate records of fees and bonuses credited to Licensor and payments made under this Agreement. Not more than once in any twelve-month period, Licensor may request by email to licensing@onlyinfl.com a written statement of Third Party Fees, Infringement Fees, bonuses credited, and payments made. Licensee shall provide the statement within thirty days after the request. The annual notice described in Section II(2)(iii) satisfies this obligation for the year in which it is sent. Upon request, Licensee will also provide a copy of a copyright registration filed for the Licensed Material under Section I(3), if applicable. If an error in Licensor's account is identified, Licensee will correct it and make the appropriate credit or adjustment.
Licensor represents and warrants as follows:
(1) Licensor is at least eighteen years of age, or the age of majority in Licensor's jurisdiction if higher, and has full right, power, and authority to enter into, perform, and grant the rights under Section I.
(2)
Licensor hereby represents and warrants that Licensor is the sole and exclusive owner of the entire worldwide right, title, and interest, including copyrights and all property rights, in and to the Licensed Material or, where Licensor acquired rights in the Licensed Material from the original author under a written assignment or written exclusive license that Licensor has disclosed and delivered to Licensee, that Licensor is the sole and exclusive holder, by valid written instrument, of all rights and claims necessary for Licensor to make, and for Licensee to exercise, the grants and assignments contained in Section I.
If any person other than Licensor operated a camera or contributed footage, images, audio, or other copyrightable expression included in the Licensed Material, Licensor represents and warrants that Licensor has obtained from each such person a written assignment or written exclusive license of all right, title, and interest in that contribution and all accrued claims relating to it, and shall provide a copy to Licensee upon request.
A rights gap that Licensee identifies during its clearance review and that is cured by a written assignment, exclusive license, release, or other sufficient instrument delivered to Licensee does not, standing alone, constitute a breach of Sections III(2), III(3), or III(6).
(3)
Licensor represents and warrants that Licensor has:
i. obtained all consents, permissions, licenses, releases, and clearances necessary for Licensee to exercise the Licensed Rights under this Agreement, including, where applicable, appearance releases, location releases, permissions relating to names, voices, likenesses, performances, property, and other protected material, and has paid all amounts required in connection with those rights, so that Licensee and its licensees, sublicensees, successors, affiliates, partners, and assigns may exercise the Licensed Rights without obtaining additional permission from, or making additional payment to, any third party;
ii. fully disclosed and delivered to Licensee all relevant information known to Licensor concerning individuals or entities to whom Licensor, a co-author, contributor, or other rights holder granted any license, consent, permission, approval, or authorization concerning the Licensed Material before execution of this Agreement, or will provide such information promptly after learning of it; and
iii. disclosed any participation, agreement, license, ownership interest, payment obligation, royalty obligation, or other third-party right known to Licensor that could require Licensee to obtain an additional clearance or make a payment as a result of Licensee's exercise of the Licensed Rights.
Nothing in this Section eliminates the prior-permission disclosure and clearance procedures contained elsewhere in this Agreement.
(4) Other than the standard, non-exclusive platform terms of service applicable to Licensor's own posts of the Licensed Material as permitted by Section I(6), any prior permission disclosed under Section I(8), and any assignment, license, waiver, release, or consent that Licensor has obtained or later obtains from a third party solely to perfect or confirm Licensor's rights in the Licensed Material, a complete copy of which Licensor shall promptly deliver to Licensee, Licensor has not entered into, and will not enter into, any other agreement concerning the Licensed Material that conflicts with this Agreement. Licensor has not done or permitted, and will not do or permit, anything that materially curtails or impairs the rights granted to Licensee hereunder. If Licensor receives a licensing request concerning the Licensed Material from a third party, Licensor shall promptly send that request to Licensee at licensing@onlyinfl.com. Licensee shall have sole discretion to review, consider, accept, decline, or negotiate such request.
(5) All individuals and entities connected with the production of the Licensed Material, and all individuals and entities whose names, voices, photographs, likenesses, appearances, works, services, or other materials appear in or have been used in the Licensed Material, have authorized and approved Licensor's use thereof to the extent required by applicable law, and Licensee shall be free and clear to exploit the Licensed Material pursuant to the Licensed Rights.
(6) No part of the Licensed Material, any materials contained therein, or Licensee's exercise of the Licensed Rights violates or will violate, or infringes or will infringe, any trademark, trade name, contract, agreement, copyright, patent, literary, artistic, musical, dramatic, personal, private, civil, property, privacy, publicity, moral, or other right of any person or entity. The Licensed Material shall not knowingly give rise to a valid claim of slander or libel. There are no existing, anticipated, or threatened claims or litigation known to Licensor that would materially impair the Licensed Rights.
(7) Except as expressly disclosed by Licensor through the Video Submission Form, no part of the Licensed Material, and no material contained within it, was created in whole or in material part by or with the assistance of an artificial-intelligence or machine-learning application, system, or tool, whether now known or later developed and regardless of modality.
(8) Upon execution of this Agreement, Licensor agrees that Licensor shall not:
i. independently enforce rights in connection with the Licensed Material;
ii. independently bring claims or actions relating to infringement of the Licensed Material; or
iii. independently threaten claims, submit DMCA takedown requests, or otherwise initiate rights-enforcement actions against third parties relating to the Licensed Material.
Such claims, actions, and enforcement requests may be brought solely by Licensee in Licensee's discretion during the Term. An unauthorized enforcement action by Licensor constitutes a breach of this Agreement. Licensor shall be responsible for reasonable expenses or damages directly resulting from such unauthorized enforcement action, subject to the limitations and procedures otherwise contained in this Agreement.
(9) Licensor shall provide documentation reasonably necessary for Licensee to fulfill its payment obligations, including applicable tax documentation and payment-onboarding information, within a reasonable time following execution of this Agreement or Licensee's request. If required payment documentation or onboarding information is missing or incomplete, Licensee shall notify Licensor in writing, with email being sufficient. Licensor shall have seventy-two hours after such notice to provide or correct the required information. If Licensor fails to timely or accurately provide such information, Licensee's obligation to remit accrued payments shall be suspended. Accrued amounts shall be held, not forfeited, until Licensor provides the required documentation or completes payment onboarding.
(10) Licensor acknowledges that all payment information supplied to Licensee must be accurate and reliable. If a payment fails because information supplied by Licensor is inaccurate, Licensee shall notify Licensor of the discrepancy. Licensee's obligation to remit the affected payment shall be suspended and the affected amount shall be held, not forfeited, until Licensor provides accurate information.
(11) Licensor shall be solely responsible for taxes Licensor owes directly or indirectly in connection with payments received under this Agreement. Licensee's remittance of payments may be conditioned upon receipt of a completed applicable U.S. federal tax form, including a Form W-9, W-8BEN, W-8BEN-E, or other documentation required by law. Amounts accrued before receipt of required tax documentation shall be held in accordance with Section III(9).
Licensee pursues enforcement of the Licensed Rights at Licensee's expense, subject to deductions expressly permitted under Section II, and Licensor shares in qualifying net recoveries under Section II(2)(ii). Accordingly, Licensor agrees that:
i. if a third party, including a party Licensee has accused of infringement, contacts Licensor seeking rights, releases, statements, information, or attempting to induce Licensor to breach or terminate this Agreement, Licensor shall promptly refer the contact to Licensee at licensing@onlyinfl.com;
ii. Licensor shall not grant any license, consent, release, waiver, covenant not to sue, settlement, or other rights concerning the Licensed Material to a third party, including a party accused of infringement, without Licensee's prior written consent, and any purported grant made in violation of this provision shall be ineffective to the fullest extent permitted by law;
iii. Licensor shall not knowingly disavow, repudiate, or misrepresent the license or authority granted to Licensee under this Agreement;
iv. Licensor shall reasonably cooperate with Licensee's enforcement of the Licensed Rights, including by providing truthful declarations, testimony, source files, and documents concerning creation and ownership of the Licensed Material when reasonably requested, with Licensee reimbursing Licensor's reasonable out-of-pocket costs of such cooperation; and
v. Licensor shall not knowingly make false or misleading statements of material fact concerning Licensee or this Agreement.
If Licensor's material breach of this Section III(12) directly causes the dismissal, loss, withdrawal, or material impairment of a proceeding or claim, Licensor shall reimburse Licensee for reasonable attorneys' fees and out-of-pocket costs reasonably attributable to that impairment, which the parties agree constitute direct damages. Nothing in this Section restricts Licensor from:
Licensor shall provide Licensee complete and accurate information regarding authorship and creation of the Licensed Material, including each person who operated a camera or contributed footage, photographs, or other copyrightable expression, the nature of each contribution, and the date and place of creation and first publication where reasonably known. Licensor shall promptly correct information Licensor later learns is materially inaccurate. Licensee may rely on such information when preparing copyright applications or other documentation under Section I(3)(iii). Licensee may decline to file, amend, or correct a registration when reasonably necessary to maintain its accuracy, and Licensor shall, at Licensee's request and expense, execute documentation reasonably required for that purpose. Except as disclosed to Licensee, Licensor represents that no other person claims or is entitled to claim authorship, joint authorship, or co-ownership of the Licensed Material or any Element. Where an Element was created by another person, Licensor shall provide the documentation contemplated by Section III(2) or identify that Element for treatment under Section I(10).
This Agreement begins on the Effective Date and continues in perpetuity unless terminated as expressly provided in this Section IV or pursuant to a nonwaivable termination right under applicable copyright law, the “Term.”
The Licensed Material is subject to Licensee's content-clearance review. Acceptance occurs when Licensee enrolls or accepts the Licensed Material into its content library, licensing operation, distribution network, or rights-management program pursuant to Section II(1). If Licensee declines the Licensed Material or does not accept it within ninety days after the Effective Date, this Agreement terminates automatically as to that material. Upon such termination:
Licensee will endeavor to notify Licensor of non-acceptance, but termination under this Section is effective without notice. If Licensee notifies Licensor that acceptance is pending completion of third-party rights clearance, the ninety-day period is extended until thirty days after that clearance is completed or abandoned, not to exceed two hundred seventy days after the Effective Date in the aggregate.
This Agreement may be terminated at any time through mutual written agreement of the parties. Licensor acknowledges that licensing, distribution, and enforcement opportunities may take significant time to develop and that Licensee generally expects the Agreement to remain in effect through the period preceding availability of the performance-based termination right described in Section IV(4). Nothing in this Section obligates either party to agree to or decline a proposed termination.
(a) Eligibility. Licensor may initiate termination under this Section IV(4) if, as of the date Licensor delivers a Termination Review Request, each of the following is true:
i. at least three years have elapsed since the Effective Date;
ii. Licensor has not received, and Licensor's account has not accrued, fees or bonuses under Section II totaling Fifty Dollars ($50.00) or more in the aggregate, counting a discretionary bonus only if it reflects documented usage of the Licensed Material and was not credited primarily to affect termination eligibility; and
iii. the Licensed Material is not the subject of pending litigation, arbitration, or another legal proceeding to which Licensee is a party, or an unresolved written infringement claim or demand asserted by Licensee against a third party.
(b) Process; Review Period. To initiate termination, Licensor must send a written termination request referencing Section IV(4), a “Termination Review Request,” in accordance with Section V(12). Licensee shall have thirty days from receipt, the “Review Period,” to review its records and respond in writing. Licensee bears the burden of demonstrating that a condition in Section IV(4)(a)(ii) or (iii) was not satisfied as of the Request Date. Any such response should include reasonable supporting detail, such as: date and amount of a payment, accrual, or bonus; or identifying information regarding the applicable proceeding, demand, or unresolved claim. If Licensee does not timely demonstrate that a required condition was unsatisfied, that condition will be deemed satisfied for purposes of the request. Unless Licensee timely establishes that a condition is not satisfied, including where Licensee confirms eligibility or does not respond during the Review Period, this Agreement shall terminate effective fifteen days after expiration of the Review Period.
(c) Measurement Date. Eligibility is measured as of the Request Date. Payments, accruals, publications, or distributions occurring after the Request Date shall not affect an otherwise valid Termination Review Request.
(d) Limitations. The termination right described in this Section permanently expires once the condition in Section IV(4)(a)(ii) has been satisfied. It may not be exercised while Licensor is in material breach of this Agreement. The condition in Section IV(4)(a)(iii) suspends rather than permanently eliminates the termination right. A Termination Review Request denied solely because of an active proceeding or unresolved claim may be submitted again after that matter is finally resolved.
(e) Consideration Acknowledged. Availability or exercise of this termination right does not establish or imply a failure of consideration. Licensor acknowledges that during the Term Licensee may have enrolled, stored, maintained, marketed, distributed, made available for licensing, monitored, or protected the Licensed Material. These services, together with the rights and opportunities described in Sections II(1) and II(6), constitute consideration for this Agreement regardless of whether particular revenue or distribution results occur.
Upon termination of this Agreement other than under Section IV(2):
i. the Licensed Rights terminate prospectively as of the effective termination date;
ii. every license, sublicense, permission, clearance, or authorized use granted or made by or through Licensee before the effective date of termination remains fully valid and survives according to its terms. Licensor shall not take or threaten any adverse action against any such surviving license, sublicense, permission, clearance, licensee, sublicensee, platform partner, or authorized use, including any copyright takedown notice, DMCA notice, platform claim, strike, monetization claim, demand, cease-and-desist communication, lawsuit, or other legal or administrative action.
Any such adverse action concerning a valid surviving license or authorized use constitutes a material breach of this Agreement. Licensor shall be responsible for the direct damages reasonably caused by that breach, including losses suffered by Licensee and, to the extent Licensee is legally responsible for them, losses or reasonable reinstatement costs incurred by the affected sublicensee, licensee, or platform partner, subject to the other applicable remedies, procedures, and limitations contained in this Agreement.
iii. Licensee retains: claims and causes of action assigned under Section I for pre-Effective-Date infringements that Licensee asserted in a filed proceeding or written claim or demand before termination; and claims and causes of action accruing during the Term; together with the right to prosecute, defend, settle, and collect recoveries on those claims, subject to Licensee's payment obligations under Section II(2)(ii); any qualifying pre-Effective-Date claim not asserted before termination shall automatically be reassigned to Licensor;
iv. payment obligations accrued before termination survive; any accrued balance below the Remittance Threshold as of termination shall be handled through the notice-and-claim process described in Section II(2)(iii), with Licensee sending notice within thirty days after termination and any unclaimed balance remaining payable upon Licensor's subsequent request; and
v. Sections III, IV(5), and V survive termination to the extent their terms or nature require survival.
Licensor agrees to indemnify, release, and hold harmless Licensee, its successors, licensees, sub-distributors, and assigns, and the directors, officers, employees, representatives, and agents of the foregoing, from third-party claims, demands, causes of action, damages, judgments, liabilities, losses, costs, expenses, and reasonable attorneys' fees arising out of or resulting from:
i. Licensor's material breach of a warranty, representation, or other provision of this Agreement; and/or
ii. claims concerning slander, libel, defamation, invasion of privacy, right of publicity, false light, copyright infringement, trademark infringement, or another violation of rights arising from Licensee's exercise of rights properly granted by Licensor under this Agreement.
Licensee shall in turn indemnify and hold harmless Licensor from third-party claims to the extent they arise from modifications or materials independently added by Licensee to the Licensed Material, or from Licensee's use of the Licensed Material in material breach of this Agreement, except to the extent the claim results from Licensor's breach of Section III. The indemnification obligations in this Section apply to third-party claims. Claims directly between the parties for breach of this Agreement are governed by the remedies, limitations, and other provisions contained herein, including Section V(8). Licensor acknowledges that Licensee relies upon Licensor's representations and that certain breaches could cause harm that monetary damages alone may not adequately remedy. Accordingly, without limiting other available remedies, either party may seek appropriate injunctive or other equitable relief concerning exclusivity, confidentiality, or intellectual-property provisions of this Agreement. Any such relief shall be limited to matters concerning the Licensed Material and this Agreement and shall not generally restrain either party's unrelated business operations.
Licensor shall keep confidential and shall not publicly or privately disclose:
This restriction does not apply to:
Licensor shall direct licensing or media inquiries concerning the Licensed Material to Licensee. Public statements Licensor makes about Licensee or this Agreement must be truthful and not knowingly misleading. Licensor may truthfully state that Licensor has licensed the Licensed Material to Only in Florida. Nothing in this Section restricts speech protected by applicable law, truthful testimony, truthful statements regarding creation, authorship, or ownership of the Licensed Material, or communications with governmental authorities.
Licensor acknowledges that the license granted herein has not been induced by a representation or assurance not contained in this Agreement. This Agreement, including the Plain English Notes, the Video Submission Form, and Exhibit A, contains the entire understanding of the parties regarding the Licensed Material. It may not be modified or amended except through a written agreement executed by both parties. The Plain English Notes are included for convenience and explanation only. They are not operative contractual terms, and if a Plain English Note conflicts with Sections I through V, the operative section controls. This Agreement supersedes prior agreements, negotiations, understandings, and communications concerning the Licensed Material, including statements made through automated tools, support communications, sales communications, direct messages, or Only in Florida social-media accounts. If there is an inconsistency between this English-language Agreement and a translation, the English-language version shall control to the extent permitted by law. If a provision is found unlawful or unenforceable, it shall be limited only to the extent necessary, and the remaining provisions shall remain in effect. Waiver by either party of a particular breach does not constitute waiver of another or subsequent breach. Headings are included solely for convenience and shall not independently affect interpretation.
Licensee may assign the Licensed Material, this Agreement, or Licensee's rights hereunder to another person or entity, whether by agreement, operation of law, merger, acquisition, sale, restructuring, or otherwise. Licensor may not assign Licensor's rights or obligations under this Agreement without Licensee's prior written consent, except that Licensor's right to receive payments may pass by will, intestacy, or operation of law.
The parties are independent contracting parties. Nothing in this Agreement creates a partnership, joint venture, employment, fiduciary, or general agency relationship between the parties, except for the limited attorney-in-fact appointment expressly established by Section I(3).
This Agreement is a commercial intellectual-property licensing transaction entered into at arm's length. Licensor licenses intellectual property owned or controlled by Licensor to Licensee in exchange for the consideration described in Section II. Licensor enters this Agreement as owner or licensor of the Licensed Material and not as a purchaser of consumer goods or services. Licensee operates under the name Only in Florida® through Evolve Digital LLC. References in this Agreement to Licensee include Licensee acting through the Only in Florida brand and any entity or service provider acting on Licensee's behalf within the scope of this Agreement. This Agreement and the Licensed Rights are governed by the United States Copyright Act, 17 U.S.C. § 101 et seq., regarding copyright matters. Electronic execution and records are intended to be governed by the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001 et seq., and applicable Florida electronic-transactions law, including Fla. Stat. § 668.50, to the extent applicable. Other matters are governed by Florida law as provided in Section V(8).
Licensee may offer automated conversational tools, artificial-intelligence assistants, website messaging systems, support systems, or similar communication tools. Output or information supplied through these systems is provided for convenience. No automated or informal communication modifies the terms of this Agreement unless incorporated into a written amendment executed in accordance with Section V(3). The terms of this Agreement control over inconsistent statements made through an automated tool, direct message, support conversation, social-media account, or other informal communication.
This Agreement shall be deemed agreed upon within the State of Florida. The rights and obligations of the parties shall be governed by Florida law, without regard to conflict-of-laws principles, except where federal law governs.
Before filing a claim arising out of or relating to this Agreement, the party asserting the claim shall first send the other party an individualized written notice describing the claim and relief sought. A notice from Licensor must be signed personally by Licensor and identify: the Licensed Material; and the email address associated with Licensor's submission. The parties shall attempt in good faith to resolve the claim during the sixty days following receipt of the notice. Applicable contractual limitations periods shall be tolled during that sixty-day period to the extent legally permitted. Compliance with this process is a condition precedent to filing suit, except that either party may seek temporary or preliminary equitable relief as permitted under Section V(1) without completing the sixty-day process first.
Thereafter, any dispute arising from, relating to, or connected with this Agreement shall be brought exclusively in the appropriate state or federal courts located in Broward County, Florida, and each party consents to personal jurisdiction and venue in those courts. Either party may instead bring an individual claim in a small-claims court of competent jurisdiction when the claim qualifies.
WAIVER OF JURY TRIAL: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES THE RIGHT TO A TRIAL BY JURY.
To the fullest extent permitted by law, each party waives the right to bring or participate in a class, collective, or representative action. Claims may be brought only in the parties' individual capacities. If this waiver is unenforceable as to a particular claim, it shall be severed solely as to that claim.
Except for: indemnification claims under Section V(1); claims arising from Licensor's breach of the ownership and clearance warranties in Section III; infringement, misappropriation, or other intellectual-property claims, including claims under 17 U.S.C. §§ 501, 512(f), and 1202; any claim arising out of or relating to this Agreement must be commenced within one year after the claim accrues or shall be barred, to the fullest extent permitted by applicable law.
Except for: indemnification obligations under Section V(1); breach of Section V(2); breach of the ownership and clearance warranties in Section III; or breach of Section III(12); neither party shall be liable to the other for consequential, incidental, special, exemplary, or punitive damages to the maximum extent permitted by law.
To the maximum extent permitted by applicable law, and except for: indemnification obligations under Section V(1); breach of Section V(2); breach of Section III(12); breach of the ownership and clearance warranties in Section III; fraud or willful misconduct; or Licensee's payment obligations under Section II; each party's total aggregate liability arising from or relating to this Agreement shall not exceed the greater of: a. amounts paid or payable to Licensor under Section II during the twelve months preceding the first event giving rise to liability; or b. Seven Thousand Five Hundred Dollars ($7,500). Nothing in this paragraph limits either party's right to seek equitable relief under Section V(1).
Except for Licensee's enrollment obligation under Section II(1), Licensee is under no obligation to use, distribute, license, publish, promote, or enforce the Licensed Material.
In any action, suit, or proceeding arising from or based upon this Agreement and brought by one party against the other, the prevailing party shall be entitled, to the extent permitted by applicable law, to recover reasonable attorneys' fees and costs incurred in connection with such action, suit, or proceeding.
Neither party shall be considered in breach of an obligation under this Agreement unless that party has received written notice from the other describing the alleged breach in reasonable detail and fails to cure the breach within thirty days after receipt of the notice. Upon reasonable request, the notifying party shall identify the actions it contends would cure the alleged breach. The sufficiency of any cure shall be determined according to this Agreement rather than solely by the notifying party's description. No cure period applies where the breach is incapable of cure, including, where applicable:
All formal notices under this Agreement shall be in writing and sent:
i. by email, with evidence of transmission, to Licensee at licensing@onlyinfl.com and to Licensor at the email address supplied through the Video Submission Form; or
ii. by nationally recognized delivery service or certified mail, return receipt requested, to an address separately supplied by the receiving party.
Either party may update its notice information through written notice to the other. Questions and communications concerning this Agreement or the Licensed Material should be directed to licensing@onlyinfl.com. Licensor acknowledges that other communication channels through which Licensor may have previously communicated with Licensee, including social-media direct messages or individual team-member accounts, may not be continuously monitored and do not constitute formal notice under this Section.
The parties agree to conduct this transaction electronically pursuant to the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001 et seq., and applicable Florida electronic-transactions law, including Fla. Stat. § 668.50 where applicable. Licensor's electronic signature on the Video Submission Form constitutes Licensor's execution of this Agreement. The Video Submission Form is incorporated into and forms part of this Agreement. The Video Submission Form and this Agreement, taken together, are intended to constitute a single written instrument signed by Licensor for all applicable purposes, including 17 U.S.C. § 204(a). A copy of this Agreement as in effect on the Effective Date shall be made available to Licensor for review before signature, retained by Licensee, and furnished to Licensor upon request. Licensor consents to receive this Agreement and related notices, disclosures, and records electronically at the email address supplied through the Video Submission Form. Licensor may:
i. request a paper or electronic copy of this Agreement by emailing licensing@onlyinfl.com;
ii. withdraw consent to receive future records electronically through written notice to Licensee, which withdrawal shall not affect the validity of this Agreement or records and signatures previously provided; and
iii. update Licensor's email address through written notice to Licensee.
Accessing electronic records requires an internet-connected device with a current web browser and software capable of displaying commonly used electronic document formats, including PDF files.
This Section applies where Licensor is domiciled outside the United States or the Licensed Material was first fixed or first published outside the United States. The parties intend this Agreement to satisfy any applicable requirement that a transfer separately enumerate each right granted and state its scope, purpose, territory, and duration. Without limiting Section I, the rights granted separately include:
Each right is granted for the purposes described in Sections I and II, throughout the Territory, through the Media and Distribution Channels, and for the Term identified in Exhibit A. Licensor's remuneration for these rights is the consideration described in Section II, including the applicable proportional share of revenue actually derived from qualifying exploitation and enforcement. To the fullest extent permitted by applicable law, Licensor waives and agrees not to assert any moral right, droit moral, or right of integrity, attribution, disclosure, or withdrawal. Where a right cannot lawfully be waived, Licensor consents to exercise of the Licensed Rights notwithstanding that right and agrees that attribution in the manner described in Exhibit A, or as customary on the applicable platform, satisfies any applicable attribution obligation to the extent legally permitted. If any listed right is determined not to have been validly granted, that determination does not invalidate the remaining rights. Licensor shall, at Licensee's reasonable request and expense, execute a conforming instrument where necessary.
By signing below, Licensor acknowledges having read, understood, and agreed to be bound by all terms and conditions of this Exclusive License Agreement. IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the Effective Date.
Licensor — Owner of the Licensed Material. Electronic Signature, Printed Legal Name, and Date are captured through the Video Submission Form below.
Licensee
Evolve Digital LLC d/b/a Only in Florida®
Authorized Representative: Oscar Pineiro
Title: Authorized Representative
Electronic Signature: Oscar Pineiro
Date: Upon execution
Exhibit A to the Exclusive License Agreement between the Licensor identified through the Video Submission Form and Evolve Digital LLC d/b/a Only in Florida®.
Licensor: As identified on the Video Submission Form. Licensee: Evolve Digital LLC d/b/a Only in Florida®.
Licensed Material: The video or videos identified through the Video Submission Form by description, recording date, location, video link, upload, or file URL, together with additional footage, including B-roll and raw or unedited footage, submitted by Licensor to Licensee in connection with them. The Video Submission Form completed and electronically signed by Licensor is incorporated into this Exhibit A and supplies identification of the Licensed Material for purposes of this Agreement.
Term: Perpetual, subject to the termination provisions of Section IV and any nonwaivable termination right under applicable copyright law. Territory: Worldwide. Media: All forms of media, whether now known or later developed.
Distribution Channels: All distribution channels and means of exploitation now known or later developed, including without limitation: broadcast, cable, and satellite television; theatrical and non-theatrical exhibition; streaming, download, OTT, and connected-television platforms; websites, applications, and digital platforms; social-media and user-generated-content platforms, including YouTube, Facebook, Instagram, TikTok, Snapchat, X, and their successors; podcast and audio platforms; news, editorial, and documentary uses; advertising, marketing, and promotional uses; physical media; sublicensing to third parties; inclusion in content libraries and archives; and artificial-intelligence training, analysis, and related uses described in Section I(2)(iii).
Agreement Stipulation: If a minor is featured in the Licensed Material, permission to use the video will not knowingly be granted to a third party with the intent to share or exploit the video in a manner harmful to the minor featured in the video. Only in Florida will likewise not knowingly publish the Licensed Material through its owned accounts in a manner intended to be harmful to the featured minor.
Other Terms, Including Social Media: Licensor is requested to include the following text where reasonably practical when posting the Licensed Material: “For use or licensing of this video, please contact licensing@onlyinfl.com.” If Licensor is contacted by another licensing company, media outlet, brand, publisher, production company, or another party seeking usage rights to the Licensed Material, the request should be directed to licensing@onlyinfl.com.
Whitelisted Accounts: Whitelisted Accounts are those identified by Licensor through the Video Submission Form or applicable whitelisting process, or subsequently approved through licensing@onlyinfl.com, as described in Section I(6). The requested licensing caption above is a courtesy request to Licensor and is not a condition of or limitation upon the Licensed Rights granted under Section I. Its presence or absence does not independently determine what copyright-management information accompanies a copy of the Licensed Material.