Newsload Editor's Licensing Agreement

LICENCE AGREEMENT

PLEASE READ THIS AGREEMENT CAREFULLY AND IN ITS ENTIRETY.

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This LICENSING AGREEMENT is between BIZBIO INC., henceforth known as THE NEWSLOAD, and a NEWSLOAD EDITOR PLAN SUBSCRIBER, henceforth known as THE EDITOR. (As a condition of subscribing to the Newsload Editor plan on the plans & pricing page of the Newsload.ca website the Editor Agrees to the terms of this agreement. As a condition of registering as a Newsload Editor on the NEMember page on the Newsload.ca website the Newsload Editor agrees to this agreement.)

WHEREAS the Newsload operates and delivers the Newsload website and Newsload branded content as described in SCHEDULE “A”, AND WHEREAS the Editor wishes to create similar content, as described in SCHEDULE “A”, the parties agree as follows:

 

1. Interpretation

1.1 Definitions - In this Agreement, unless the context otherwise requires, the following terms have the following meanings:

1. “Agreement” means this Licensing Agreement including any schedule, appendix, addendum or amendment which is signed by the parties, and which references this Agreement;

2. “Intellectual Property” means the intellectual property described on Schedule “A” attached to this Agreement;

3. “Newsload Outlet” is as part of this agreement a Newsload Editor must determine a unique name for their Newsload outlet. For the purposes of this agreement that name will be referred to as their Newsload Outlet.

4. “Newsload Plan Subscriber” initiates this agreement taking effect the moment it is agreed to on the Newsload website Plans Page.

5. "Facts" are established by information presented in the journalistic work associated with the content.

6. "Journalistic work" is the article, story or blog created by a journalist with at least two years of study at a reputable college or university.

7. "Content" is the comedic work produced in association with the intellectual property.

2. Term – This agreement will continue in perpetuity unless terminated by the Newsload or Editor, as provided in this Agreement. This agreement may be updated from time to time at the complete discretion of The Newsload. 

3. Obligations – The Editor wishes to support the Newsload by contributing $75 CAN to the Newsload every month, in perpetuity, on the same day of the month as specified by the original day of purchase. The Editor understands that this agreement may be updated by the Newsload at the discretion of The Newsload. 

4. Trademark and Logo Use – the Newsload will provide the Editor approved branding and logo materials, and hereby consents to their use in all promotional materials related to their Newsload Outlet. The Newsload’s name and logo are registered trademarks with standards governing their use. The Newsload reserves the right to withdraw the use of the name or logo at any time with written notice to the Editor.

5. Grant of License – The Newsload hereby grants to the Editor a non-exclusive, limited, revocable license to use the Intellectual Property on the terms and conditions contained in this Agreement. The Editor’s rights with respect to the Intellectual Property are restricted to those that are expressly set out in this Agreement.

5.1 Grant of License – The Newsload hereby grants to the Editor a nonexclusive license, limited, revocable license to use the Intellectual Property, as follows:

1. The Editor will maintain, in good standing, an active Newsload Editor subscription plan as provided on the Newsload.ca website;

2. the Editor shall use the Intellectual Property solely for the purpose of promoting their Newsload Outlet and for no other purpose;

3. any additional uses must be approved by the Newsload;

4. To direct viewers toward the journalistic work of a working journalist who has attained at least two completed years of journalistic training in a reputable college or university;

5. That at least one out of every three pieces of content produced and released using, or under the umbrella of, the intellectual property, have a direct link provided for audiences to connect with the work of said journalist.

6. That the said content, if leveraging facts, use the facts established in the said journalistic work.

7. The Newsload will have no rights, financial or otherwise, over any content produced by the Editor.

5.2 Limitations on Grant of License – The license granted pursuant to section 5.1 of this Agreement does not permit the Editor to, and the Editor agrees that they will not or produce content that:

1. modifies pre-existing content associated with the Intellectual Property unless Approved by the Newsload;

2. breach any applicable local, provincial, state, national or international law or regulation;

3. act in any way that is considered harassment to another person or entity;

4. act in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;

5. act in any way that damages, disables, overburdens, and/or impairs the Intellectual Property, and/or interfere with any other party’s use or enjoyment of the Intellectual Property;

6. act in any way that is abusive, defamatory, misleading, fraudulent, or otherwise, explicit in nature or written in bad faith;

7. harm or attempt to harm minors in any way;

8. sell, resell or exploit any portion of the Intellectual Property with the Newsload; or abuse either verbally, physically, written, or other abuse (including threats of abuse or retribution) of any The Newsload customers, employees, subscribers, members, or officers.

6. Entire Agreement – This Agreement contains all the obligations, representations and

warranties of the Newsload in respect of the Intellectual Property and the entire agreement between the parties concerning the subject matter of this Agreement. The Sponsor expressly disclaims reliance on any promises, inducements, representations, warranties, collateral agreements or conditions in entering into this Agreement other than as expressly set out in this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario but represents, in good faith, any applicable international jurisdiction or law.

7. Property Rights – The Sponsor acknowledges as follows:

1. the Intellectual Property is licensed, not sold;

2. all rights, title, interest, and ownership rights to the Intellectual Property shall remain solely and exclusively owned by the Newsload;

3. the Editor agrees not to take any action to jeopardize, limit or interfere in any manner with the Newsload’s ownership of or rights in or to the Intellectual Property;

4. the Editor acquires no right, title or interest whatsoever in or to the Intellectual Property except the right to use the Intellectual Property as specifically provided in this Agreement;

5. the Newsload has the right to veto, through the denial of written

6. requests, any and all assignment, licensing agreements or merchandising agreements involving the Intellectual Property at its sole discretion;

7. In the event Bryan Bakker no longer owns more than fifty percent (50%) of Bizbio Inc., both the Newsload and Editor shall be released from any and all

8. obligations hereunder.

8. Severability – If any term, covenant, or condition of this Agreement or application thereof

to any person or circumstance is to any extent held or rendered invalid, unenforceable, or illegal, the remainder of this Agreement or the application of such term, covenant and condition to such person or circumstance other than those with respect to which it is held invalid, unenforceable or illegal is not affected thereby and continues to be applicable and enforceable.

9. No Assignment – The Editor shall not assign this Agreement or sub-license all or any

part of the Intellectual Property unless such an arrangement is Approved by the Newsload prior to any assignment or sub-licensing. Without in any way limiting the generality of the foregoing, any direct or indirect change in the effective control of the Editor shall be deemed to be an assignment of this Agreement. No assignment or sub-license shall release the Editor from any liability or obligation under this agreement, unless the Newsload provides such release in writing.

10. Assignment – No party may assign this Agreement or any part of this Agreement, or any

benefit, interest or obligation herein.

11. Indemnity – Each party to this Agreement shall indemnify and hold harmless the other party, its officers, directors, agents, employees, or volunteers from any and all claims, demands, actions and costs whatsoever that may arise out of, directly or indirectly, such indemnifying party’s performance of this Agreement or that of the indemnifying party’s officers, directors, agents, employees, or volunteers.

12. Liability - Each party to this Agreement shall hold harmless the other party, its officers, directors, agents, employees, or volunteers from any and all claims, demands, actions, liabilities and costs whatsoever that may arise out of, directly or indirectly, produced content in the execution of and use of the Intellectual Property.

13. Time of the Essence – Time shall be of the essence of this Agreement and each and every part thereof.

14. Relationship – The relationship between the parties shall be governed by this Agreement only. This agreement between the parties with respect to the subject matter hereof supersedes any prior understandings between the parties whether oral or written, with respect to such subject matter.

 

SCHEDULE “A”

Intellectual Property of The Newsload.

For the purposes of this Agreement, the Intellectual Property of The Newsload is represented by the following:

1. Any trademark, logo, copyright or other proprietary notice related to The Newsload as described in Schedule “B” attached to this Agreement. This agreement grants the Editor any right to use the trademarks, copyrights, service marks or logos of Newsload.

2. In the event of any third-party claim that the Newsload or the Licensee’s possession and use of The Newsload infringes that third party’s intellectual property rights, the Licensee, not the Editor, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim;

3. The Newsload may, now or in the future, own rights to trademarks, trade names, services marks, logos, domain names and other distinctive brand features which we use in connection with the operation of The Newsload (each such feature being a “Brand Right” and collectively being the “Brand Rights”). We do not grant you any right or license to use any Brand Right other than as expressly set out in this Agreement and in other licenses between you and us;

4. Moral rights: the Newsload undertakes to obtain a waiver from the authors of The Newsload to the effect that the authors waive, as against the Editor, its successors and assigns and the Editor, all their moral rights which the authors may have or will acquire in respect of the copyright in the Newsload or other subject matter which may arise from the Agreement, and that the authors will enforce the moral rights as against others as directed by the Licensee.

 

SCHEDULE “B”

Description of The Newsload.

1. For the purposes of this agreement, “The Newsload” is represented by the following:

2. The Newsload was created, written and developed by Bryan Bakker.

3. The Newsload incorporates a number of other phrases often used to describe it

4. including: Newsload, Your Load Is Coming, The Comedy Compass

5. The Comedy Compass is defined as follows: The comedy compass is a graphic representation of how comedy impacts, political, ideology, truth and disinformation. This graphic, and the detailed content it encapsulates, is written in detail in the manuscript entitled “The Power of the Comedy Compass” written by Bryan Bakker.