This Content License Agreement (the "Agreement") is made and entered into as of this date by and between The Beauty Table, a [TX] LLC], with its principal place of business at 499 W. Arapaho Rd. Richardson, Texas] (The Beauty Table), and the Client, signed below.
WHEREAS, the Client desires to obtain a license to use the photo and video content created by the Agency for the Client's social media platforms and other marketing purposes;
WHEREAS, the Agency is engaged in the business of providing social media management services, including the creation of photo and video content;
NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties hereto agree as follows:
1. Definitions
1 Content: Refers to all photo and video content created by the Agency for the Client under this Agreement.
1.2 License: The rights granted by the Agency to the Client to use the Content as specified in this Agreement.
1.3 Term: The duration of this Agreement as specified in Section 7.
2. Grant of License
2.1 The Agency hereby grants to the Client a non-exclusive, non-transferable, revocable license to use the Content solely for the purposes of marketing and promoting the Client's business on social media platforms and other digital marketing channels.
2.2 The Client acknowledges and agrees that the Agency retains all rights, title, and interest in and to the Content, including all intellectual property rights. The Client does not acquire any ownership rights in the Content.
3. Use of Content
3.1 The Client may use the Content solely for the following purposes:
a. Posting on the Client's social media accounts, including but not limited to Facebook, Instagram, Twitter, LinkedIn, and YouTube.
b. Use in digital marketing campaigns, including email marketing, online advertisements, and the Client's website.
3.2 The Client shall not use the Content for any other purposes without the prior written consent of the Agency.
4. Restrictions
4.1 The Client shall not:
a. Modify, edit, or create derivative works from the Content without the prior written consent of the Agency.
b. Sell, sublicense, distribute, or otherwise transfer the Content to any third party.
c. Use the Content in any manner that is unlawful, defamatory, or infringes upon the rights of any third party.
5. Fees and Payment
5.1 The Client agrees to pay the Agency a fee for the creation and licensing of the Content as specified in Exhibit A attached hereto.
5.2 Payment terms are net thirty (30) days from the date of invoice. Late payments shall be subject to a late fee of [Percentage]% per month.
6. Warranties and Representations
6.1 The Agency warrants that it has the right to grant the License to the Client and that the Content does not infringe upon the rights of any third party.
6.2 The Client warrants that it will use the Content in accordance with the terms of this Agreement and in compliance with all applicable laws and regulations.
### 7. Term and Termination
7.1 This Agreement shall commence on the Effective Date and shall continue for a period of [Number] years, unless terminated earlier in accordance with this Section 7.
7.2 Either party may terminate this Agreement upon thirty (30) days written notice to the other party.
7.3 Upon termination of this Agreement, the Client shall cease all use of the Content and return or destroy all copies of the Content in its possession.
8. Indemnification
8.1 The Client agrees to indemnify, defend, and hold harmless the Agency and its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in connection with the Client's use of the Content or breach of this Agreement.
9. Limitation of Liability
9.1 In no event shall the Agency be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or in connection with this Agreement, even if the Agency has been advised of the possibility of such damages.
9.2 The Agency's total liability to the Client for any claim arising out of or in connection with this Agreement shall not exceed the total fees paid by the Client to the Agency under this Agreement.
10. Confidentiality
10.1 Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed by the other party in connection with this Agreement and to use such information only for the purposes of this Agreement.
### 11. Miscellaneous
11.1 **Governing Law**: This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of laws principles.
11.2 **Entire Agreement**: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, whether written or oral.
11.3 **Amendment**: This Agreement may be amended or modified only by a written instrument signed by both parties.
11.4 **Waiver**: The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of such provision or any other provision.
11.5 **Severability**: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
11.6 **Assignment**: The Client shall not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the Agency.
11.7 **Notices**: All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by email, or three (3) days after being sent by certified or registered mail, return receipt requested, to the addresses of the parties set forth above.
