v4v license formatting

license/v4v-4.0.md

@@ -33,25 +33,25 @@ The Value-4-Value Master Use License and Agreement (hereinafter referred to as t
 
 Effective at the time of upload, this “Agreement” is made by and between “The Owner” and any party described herein for the limited use, effective with the notated license and corresponding “ISRC Code” identified and attached to the “SOUND OR VIDEO RECORDING” as described herein, and for use across “The Valueverse” and as follows:
 
-1. Rights Management:
+1. Rights Management
 
 “The Owner” shall be the only “Rights Holder” to distribute the music composition for use within “The Valueverse.” Due to the decentralized nature of this emerging technology multiple copies will create unknown conflicts and therefore each “SOUND OR VIDEO RECORDING” shall only be distributed through a single Value-4-Value “Distributor” at any given time. A “Distributor” can be changed via “claims” made between “distributors”, and as requested only by the real “Owner” of the “SOUND OR VIDEO RECORDING” and the corresponding “RSS Feed.”
 
 The “Owner” hereby agrees that they will properly administer all “Collaborator Shareholder Rights for each “SOUND OR VIDEO RECORDING.” Each “Collaborator Shareholder’s” shall obtain and maintain their own digital wallet. Each “Collaborator Shareholder” is solely responsible for their own digital wallet. The “Owner” of the “SOUND OR VIDEO RECORDING” is in no way responsible for the use, misuse, or loss of digital currency within any wallet. All “Collaborator Shareholders” are hereby obligated to, and must immediately notify, the “Owner” of any change to a digital wallet. The “Owner” shall bear no responsibility for any missed payment that should occur due to a discontinued, lost or stolen wallet.
 
-2. Distribution: 
+2. Distribution 
 
 The “Distributor” shall receive, process, and store each “SOUND OR VIDEO RECORDING,” and reference the unique “ISRC” code of each recording. Each app shall link to or embed the license notation, as described herein, within the published “RSS Feed” and visible within each app.  “The Distributor” is considered a service provider and shall read, display, and transmit to “Apps” the following information: a). the “Owner” of the music composition (which may be different than the artist), the “ISRC Code”, and the license notation as defined by this license.
 
 The “Distributor” is considered a designated service provider and, as such, they may charge a fiat fee (as a hosting service) and/or a split share of the “Value Block” or both. All fees and value shares shall be clearly posted on the distributors website and outlined within their terms of service. Fees cannot be changed without a 90-day notice to the “Owner.”
 
-3. Use By Value-4-Value Apps: 
+3. Use By Value-4-Value Apps 
 
 The Value-4-Value “App” shall receive, process, and display, “SOUND OR VIDEO RECORDING,” as well as the “The V4V License Notation” (as defined herein). The license notation shall always include both the “ISRC code” and the copyright date and be displayed within the “App.”
 
 A Value-4-Value “App” is considered a designated service provider and, as such, they may charge a fiat fee and/or take a split-share, in the form of a split within the “Value Block” or both. “Apps” may also choose to split their share with other “third party” service provider. All fees and value shares shall be clearly posted on the distributors and/or app website and outlined within their terms of service. Fees cannot be changed without a 90-day notice to the “Owner.”
 
-4. Use By Value Cast: 
+4. Use By Value Cast 
 
 The “Value Cast” and its corresponding “Value Host” is hereby granted a limited use license, as defined herein by both the notation and definition of the “V4V License” to include, use, or otherwise promote the “SOUND OR VIDEO RECORDING” where and when they are distributing their show, playlist, or other programmed “Value Cast” via a Value-4-Value platform.
 
@@ -65,7 +65,7 @@ License Notation:  ©2023-V4V-AAR-CV4V-ND/S-FR-RP(USA)-QZTAX2254590
 
 License Notation is described as:
 
-©xxxxCopyright date noting the year of first publication
+>©xxxxCopyright date noting the year of first publication
 V4VSignifies the presence of Value-4-Value enabled feature within “App”.
 AARAll rights reserved by Owner(s).
 C4V4Commercial use allowed only when an obvious exchange of value is present and an instant exchange of value is available by and between the “Owner” and “Listener.” Service provider(s) are required to make it clear to listeners that their app is not available for commercial uses such as malls, restaurants, or other public spaces without the CLEAR and AVAILABLE transfer of value explained and displayed.
@@ -75,11 +75,11 @@ RP(USA)Rights protection will be governable by country of origin of upload “Ow
 ISRCISRC Code must be attached to every license notation.
 
 
-5. Term.
+5. Term
 
 The effective date of “The Agreement” shall commence at the time and date of upload and will continue in full force and effect until “Owner” revokes or requests a takedown and cancels this “Agreement.” The “Owner” choice to upload, and opt into the use of this license constitutes the implied agreement to these terms and conditions, between “Owner” and all parties mentioned herein.
 
-6. Consideration.
+6. Consideration
 
 The license is granted and described in “The Agreement” for use when Value-4-Value features and functionality are enabled and available and when instant, digital payments can be received directly to the “Owner” and between the end user “Listener” through the use a digital wallet within the app. Payments must be instantly, directly, and globally accepted via a digital currency (such as Bitcoin) or some other fiat to digital currency onramp banking integration.
 >Service Providers.
@@ -90,71 +90,71 @@ Value Cast & Value Host’s.
 
 As a promotional partner the “Value Cast” and/or “Value Host” shall be allowed to receive a value “split” based on the “Value Block” settings. The “Value Cast” and/or “Value Host” shall always honor the MINIMUM value to “Owner,” as set by the “Owner” within the “RSS Feed and the associated Value Block.” Split shares shall always be transparent within the “RSS Feed” of the show and within the show notes.
 
-7.Right to Sublicense
+7. Right to Sublicense
 
 No “User” or parties herein, has any right to grant a sublicense to any party, not listed herein, unless “Owner” provides its approval in writing. The “SOUND OR VIDEO RECORDING” shall not be used in any public setting unless a clear and immediate exchange of value between the “Listener” and the “Owner” is available. Therefore, “Apps” and “Value Casts” should not allow use of their “App” or services in settings such as bars, restaurants, shopping malls, schools, store, salons, or dance studios (or the like) without a clear, visible, and immediately available exchange of value between the listener and the User. “Apps” and “Value Casts” agree to take all measures necessary to properly, and aggressively educate, “Listeners” about the philosophy behind “Value-4-Value” as a monetization alternative within the “Valueverse.”
 
-7. Intellectual Property Rights - “OWNER” RESERVES ALL RIGHTS RELATED TO AND ASSOCIATED WITH THE UPLODADED “SOUND OR VIDEO RECORDING” AND ALL UNDERLYING INTELLECTUAL PROPERTY RIGHTS.
+8. Intellectual Property Rights - “OWNER” RESERVES ALL RIGHTS RELATED TO AND ASSOCIATED WITH THE UPLODADED “SOUND OR VIDEO RECORDING” AND ALL UNDERLYING INTELLECTUAL PROPERTY RIGHTS.
 
-8.Ownership of Licensed IP.  
+9. Ownership of Licensed IP  
 
 All parties agrees that, subject to the rights and licenses granted herein, “Owner” is, and will remain, the sole and exclusive owner of all right, title, and interest, throughout the world, to the “SOUND OR VIDEO RECORDING” and any copies of “SOUND OR VIDEO RECORDING” associated with a specifically designated “V4V License” and it’s corresponding “ISRC Code.”
 
-9.Legal Action. 
+10. Legal Action 
 
 “Owner” will maintain sole control and discretion over the prosecution and maintenance with respect to all rights, including all intellectual property rights to the “Licensed” “SOUND OR VIDEO RECORDING.” “Owner” will have the primary right, but not the obligation, to bring and control any litigation, enforcement action, proceeding, or other legal action against any unauthorized use, infringement, misappropriation, dilution, or other violation of the “Licensed” “SOUND OR VIDEO RECORDING.”  The parties herein agree to cooperate with “Owner” in any action that “Owner” may undertake to protect the “Licensed” “SOUND OR VIDEO RECORDING,” and upon “Owner” request, parties will execute, file, and deliver all documents and proof necessary for that purpose, including being named as a party to the action as required by law.  “Owner” will be entitled to retain the entirety of any award arising from any action. Parties may participate and be represented in any action by its own counsel at its own expense. Parties’ will have no claim of any kind against “Owner” based on, or arising out of “Owner’s” handling of, or decisions concerning, any action, settlement, or compromise.  
 
-10.Mutual Representations and Warranties. 
+11. Mutual Representations and Warranties 
 
 Each party represents and warrants that: (a) it has the power and authority to enter into “The Agreement”, and the execution, delivery, and performance of “The Agreement” and the transactions and other documents contemplated have been authorized by the parties; and (b) “The Agreement” constitutes a legal, valid, and binding obligation of the parties, fully enforceable against the parties in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of general applicability relating to or affecting creditors’ rights, and general equity principles.
 
-11.Owner’s Representations and Warranties. 
+12. Owner’s Representations and Warranties 
 
 “Owner” represents and warrants that: (a) “Owner” owns and/or controls the rights granted to parties within the “The Agreement” and “Owner” has the right to grant such rights and to enter into “The Agreement”; (b) to the best of its knowledge the “Licensed” “SOUND OR VIDEO RECORDING”  does not infringe upon or violate (i) any copyright, patent, trademark, or other proprietary right of a third party or (ii) any applicable law, regulation, or non-proprietary right of a third party; and (c) “Owner” has no knowledge of any claim which, if sustained, would be contrary to “Owner’s” warranties, representations, and obligations contained in “The Agreement”.   
 
-12.Indemnification.  
+13. Indemnification  
 
 “Owner” will under no circumstances, be obligated to indemnify, defend, or hold “User,” its Affiliates, or respective representatives, officers, directors, stockholders, employees or agents harmless from any liability, claims, demands, causes of action, judgments, damages, or expenses (including reasonable attorneys’ and experts’ fees and costs) arising out of or as a result of “User’s” improper use of the “SOUND OR VIDEO RECORDING” under “The Agreement”. 
 
  “User” must indemnify, defend, and hold all parties harmless from all liability, claims, demands, causes of action, judgments, damages, and expenses (including reasonable attorneys’ and experts’ fee and costs) arising out of or as a result from “Owner’s” creation of the “SOUND OR VIDEO RECORDING”  including the misuse and infringement of copyright material.  “Owner” will be obligated to defend and hold harmless all parties in the event that any claims, demands, causes of action, judgments, or expenses arose out of willful misconduct, gross negligence, or bad faith by Owner.
 
-13.Indemnification Procedure.  
+14. Indemnification Procedure  
 
 Promptly after receipt by “Value Host”, “Value Cast”, or App, etc., of notice of any indemnification claim, such party must give Owner  written notice describing the claim in reasonable detail, along with copies of any correspondence, court documents, or other writings stating the claim.  “Owner” will be responsible for the defense or settlement of the claim, at its own expense and by counsel of its own selection and all parties will have the right (at their own expense) to participate in the defense of the claim.  All parties (Value Host, Value Cast, App, etc.) must reasonably cooperate with “Owner” and its counsel in the defense and settlement of the claim.  All parties (Value Host, Value Cast, App, etc.) cannot enter any settlement with respect to any claim without the prior written consent of Owner, which consent will not be unreasonably withheld.   
 
-14. Limitations of Liability. 
+15. Limitations of Liability 
 
 EXCEPT FOR ANY REMEDIES THAT CANNOT BE EXCLUDED OR LIMITED BY LAW, NEITHER PARTY, NOR ANY AFFILIATE, WILL BE LIABLE UNDER “THE AGREEMENT” TO THE OTHER PARTY, ANY AFFILIATE OR OTHER THIRD PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, RELIANCE, OR PUNITIVE DAMAGES OR LOST OR IMPUTED PROFITS, LOST DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. THIS LIMITATION OF LIABILITY MAY NOT BE VALID IN SOME STATES. USER MAY HAVE RIGHTS THAT CANNOT BE WAIVED UNDER CONSUMER PROTECTION AND OTHER LAWS. OWNER DOES NOT SEEK TO LIMIT USER’S WARRANTY OR REMEDIES TO ANY EXTENT NOT PERMITTED BY LAW.
 
-15. Termination. 
+16. Termination
 
 Any party may terminate “The Agreement” immediately upon delivery of written notice or a request to remove the “V4V Licensed” “SOUND OR VIDEO RECORDING.”  “V4V Licensed” “SOUND OR VIDEO RECORDING” must be removed from the “Distributor” within 7 days after written notice of cancellation or notification of any breach of this License. Requests to remove “SOUND OR VIDEO RECORDING” from a “Value Cast” are deemed a separate “Take Down Request” and must be individually communicated in writing and addressed directly with the “Value Cast” or the “Value Host.” “Owner” must provide the show name, show date, and corresponding time code where the composition has been used. A “Value Cast” and its “Value Host” must remove the composition within 7 days of the request.
 
-16. Assignment. 
+17. Assignment
 
 “The Agreement” may not be assigned by any parties herein without “Owner’s” prior written consent. “Owner” may assign “The Agreement”, in whole or in part, to any affiliate, management or successor. The rights and obligations under “The Agreement” will be binding upon the parties and their successors. The use of the “V4V Licensed” “SOUND OR VIDEO RECORDING”  however, shall inure solely to the benefit of “Owner” and its respective successors and permitted assigns. Any attempted assignment or delegation in contravention of these provisions will be void and ineffective.
 
-17. Severability.  
+18. Severability  
 
 If any provision of “The Agreement” is held invalid, illegal or unenforceable by a court of competent jurisdiction, the remainder of “The Agreement” will be valid and enforceable and the parties will negotiate in good faith a substitute, valid and enforceable provision which most nearly puts into effect the intent of the parties hereto.
 
-18. No Waiver.
+19. No Waiver
 
 The failure of a party to enforce any provision of “The Agreement” will not be construed to be a waiver of the right of such party to thereafter enforce that provision or any other provision or right.
 
-19. Entire “Agreement”.  
+20. Entire "Agreement" 
 
 “The Agreement” and the corresponding notated “V4V License” will constitute the entire “Agreement” between the parties, and supersede and merge all prior negotiations, agreements, and understandings, oral or written, with respect to any and all matters between the parties.
 
-20. Governing Law.
+21. Governing Law
 
 The parties hereby agree that “The Agreement” will be governed by, and first constructed and enforced in accordance with the laws of the United States and specifically the home state of the “Owner” at the time of upload without reference to rules governing choice of laws. Further governance will attach to the home country of origin for the uploading “Owner.”
 
-241 Disputes.
+22. Disputes
 
 Any dispute arising from “The Agreement” shall be resolved through mediation. If the dispute cannot be resolved through mediation, then the dispute will be resolved through binding arbitration conducted in accordance with the rules of the American Arbitration Association.  
 
-22. Notices. 
+23. Notices 
 
 All notices, demands or other communications to be given under “The Agreement” by any party to the other may be effected either by personal delivery in writing or by U.S. mail, registered or certified, postage prepaid with return receipt requested. Notices delivered personally will be deemed communicated as of actual receipt. Mailed notices will be deemed communicated as of two (2) days after mailing.