Master Authorization and Content License Agreement
This Master Authorization and Content License Agreement (Agreement) is entered into as of [Effective Date] (the Effective Date) by and between: (a) [Legal Name of Streamer], professionally known as “A-You” (Chinese: “阿柚”), with an address at [Licensor Address] (Licensor), and (b) [Legal Name of Company/Brand/Platform], with an address at [Licensee Address] (Licensee). Licensor and Licensee are each a Party and together the Parties.
1. Definitions
1.1 Likeness means Licensor’s name(s), sobriquet(s), professional name, image, avatar, photograph, signature, biographical information, voice, gestures, and other indicia of identity and persona, whether real or virtual.
1.2 Licensed Content means audiovisual recordings, livestream recordings or clips, stills, text, graphics, and other works fixed in a tangible medium that are created, owned, or controlled by Licensor and provided or made available to Licensee under this Agreement, excluding any Third-Party Materials unless expressly listed in Schedule B.
1.3 Third-Party Materials means any music, game footage, software, images, trademarks, or other materials owned or controlled by any third party (including game publishers, labels, collecting societies, and platforms).
1.4 Territory means [define territory; e.g., worldwide or list countries].
1.5 Term means [define term; e.g., twelve (12) months from Effective Date], unless terminated earlier as provided herein.
1.6 Media means all forms of media and methods of distribution, whether now known or later developed, including online platforms, streaming services, social media, apps, OTT, CTV, terrestrial, digital out-of-home, and print, subject to the scope and restrictions in Schedule A.
1.7 Campaign means any specific project or activation described in Schedule A, including deliverables, timing, and approvals.
2. Grant of Rights
2.1 Likeness License. Subject to the terms of this Agreement, Licensor grants to Licensee a limited, [exclusive/non-exclusive (select)] license to use Licensor’s Likeness solely for the purposes, in the Territory, for the Term, in the Media, and in the specific contexts described in Schedule A to advertise, market, publicize, and exploit the Licensed Content and any approved products, services, or events of Licensee (Approved Purposes).
2.2 Content License. Licensor grants to Licensee a limited, [exclusive/non-exclusive (select)], royalty-[free/paid as provided in Schedule A], non-transferable (except as permitted in Section 12.4), [non-sublicensable/sublicensable to media-buying agencies and distribution partners solely as necessary to effectuate the Approved Purposes] license to reproduce, adapt, edit, synchronize, display, publicly perform, transmit, distribute, and otherwise use the Licensed Content for the Approved Purposes in the Territory, during the Term, in the Media.
2.3 Reservation of Rights. All rights not expressly granted are reserved by Licensor. No rights are granted in or to Third-Party Materials unless expressly identified in Schedule B with corresponding clearance terms.
3. Restrictions and Quality Controls
3.1 Prohibited Uses. Licensee shall not: (a) use the Likeness or Licensed Content in any obscene, pornographic, defamatory, hateful, discriminatory, political endorsement, or unlawful manner; (b) alter Licensor’s Likeness to create deepfakes or misleading endorsements; (c) suggest Licensor personally uses or endorses any product or service except as expressly approved in writing.
3.2 Edits and Context. Substantive edits or juxtapositions that reasonably may affect Licensor’s reputation require Licensor’s prior written approval. Routine technical edits for format, length, or platform specifications are permitted.
3.3 Brand/Platform Compliance. Licensee shall comply with applicable platform terms, community guidelines, and advertising rules (including disclosure requirements under applicable law, such as FTC endorsement guidelines or analogous regimes in the Territory).
4. Deliverables; Approvals
4.1 Deliverables. Any deliverables, posting schedules, and platform placements will be set forth in Schedule A or in a mutually executed addendum.
4.2 Approvals. Materials that include Licensor’s Likeness and are intended for public release shall be subject to Licensor’s prior written approval, not to be unreasonably withheld, conditioned, or delayed. If Licensor fails to respond within [3–5] business days after receipt, the materials shall be deemed not approved.
4.3 Take-Down. Upon Licensor’s written request based on reasonable concerns (e.g., legal risk, brand safety), Licensee shall remove or cause removal of the disputed material within [5] business days, without prejudice to any remedies.
5. Compensation; Taxes
5.1 Fees. Licensee shall pay Licensor the fees and/or revenue share specified in Schedule A (Compensation). Unless otherwise stated, payments are due within [30] days of invoice and delivery/approval of applicable deliverables.
5.2 Usage Uplift. If Licensee seeks to expand scope (e.g., extend Term, add Territory/Media, enable paid media, or convert to exclusivity), the Parties shall agree in writing to incremental fees before such expanded use.
5.3 Taxes. Compensation is exclusive of taxes. Each Party is responsible for its own taxes as required by law. Withholding taxes (if required by law) shall be properly withheld and remitted, with receipts provided.
6. Credit
Licensee shall accord credit to Licensor substantially as: “Featuring: A-You (阿柚)” where customary and technically feasible for the applicable Media. Omission of credit shall not constitute a breach if remediation (prospective correction) is promptly undertaken upon written notice.
7. Intellectual Property and Ownership
7.1 Ownership. Licensor retains all right, title, and interest in and to the Likeness and Licensed Content, subject only to the licenses granted herein.
7.2 Derivative Materials. Licensee may create derivative materials from the Licensed Content solely for the Approved Purposes. All such derivatives remain subject to this Agreement. No trademark rights in Licensor’s name or marks are granted.
7.3 Third-Party Materials. Except as expressly cleared in Schedule B, Licensee is responsible for clearing any Third-Party Materials it incorporates, and Licensor is responsible for Third-Party Materials Licensor provides and expressly identifies as cleared in Schedule B.
8. Representations and Warranties
8.1 Licensor represents and warrants that: (a) Licensor has the right and authority to enter this Agreement and grant the rights herein; (b) the Licensed Content provided by Licensor is Licensor’s original work or otherwise authorized for the uses granted herein, excluding Third-Party Materials not listed in Schedule B; (c) use of the Likeness and Licensed Content as authorized will not infringe the rights of any person, to Licensor’s knowledge; (d) Licensor will comply with applicable laws and platform rules in performing any agreed deliverables.
8.2 Licensee represents and warrants that: (a) Licensee has the right and authority to enter this Agreement; (b) Licensee will use the Likeness and Licensed Content only as authorized; (c) Licensee will comply with applicable laws (including advertising disclosures and consumer protection laws) and platform rules.
8.3 Moral Rights. To the extent permitted by applicable law, Licensor waives, or agrees not to assert, any moral rights in the Licensed Content solely as necessary to effectuate the Approved Purposes; provided that nothing herein compels a waiver where prohibited by law.
9. Indemnification
9.1 By Licensor. Licensor shall indemnify, defend, and hold harmless Licensee and its officers, directors, employees, and permitted sublicensees from third-party claims arising from a breach by Licensor of Section 8.1 or Licensor’s gross negligence or willful misconduct.
9.2 By Licensee. Licensee shall indemnify, defend, and hold harmless Licensor and Licensor’s agents from third-party claims arising from: (a) Licensee’s breach of this Agreement; (b) Licensee’s use of the Likeness or Licensed Content beyond the scope granted; (c) materials supplied by Licensee; or (d) failure to obtain necessary clearances for Third-Party Materials incorporated by or on behalf of Licensee.
9.3 Procedure. The indemnified Party shall promptly notify the indemnifying Party of any claim, permit control of the defense, and reasonably cooperate. The indemnifying Party shall not settle any claim imposing non-monetary obligations on the indemnified Party without prior written consent.
10. Limitation of Liability
Except for breaches of Sections 2, 3, 7, 8, or indemnity obligations, in no event shall either Party be liable for consequential, incidental, special, punitive, or exemplary damages. The aggregate liability of either Party under this Agreement shall not exceed the total Compensation actually paid or payable under Schedule A, except with respect to unpaid fees, indemnified third-party claims, or willful misconduct.
11. Term; Termination; Post-Term
11.1 Term. This Agreement shall commence on the Effective Date and continue for the Term.
11.2 Termination for Cause. Either Party may terminate for material breach not cured within [10] business days after written notice.
11.3 Termination for Convenience. [Optional: Either Party may terminate for convenience upon [30] days’ written notice; provided that Licensee shall remove Materials as set forth below and pay for services performed and authorized uses through the effective termination date.]
11.4 Effect of Termination. Upon expiration or termination (other than for Licensor’s uncured breach), the licenses shall cease, and Licensee shall discontinue further public use of Licensor’s Likeness and Licensed Content, and within [10] business days remove or cause removal of materials within Licensee’s reasonable control. Archival, non-public copies and user-generated or organic third-party reposts beyond Licensee’s control are permitted to persist, provided Licensee does not actively exploit them. Paid media shall cease within [5] business days.
11.5 Survival. Sections 3.3, 5 (to the extent owed), 7–10, 11.4–11.5, and 12 survive expiration or termination.
12. General
12.1 Independent Contractor. Licensor is an independent contractor. Nothing herein creates an employment, partnership, or agency relationship.
12.2 Confidentiality. Each Party shall keep confidential the non-public terms of this Agreement and the other Party’s non-public information disclosed hereunder, using at least reasonable care, and shall not disclose except to advisors/affiliates under confidentiality, or as required by law.
12.3 Public Announcements. Any press release or public announcement naming the other Party requires prior written approval.
12.4 Assignment. Neither Party may assign this Agreement without the other’s prior written consent, except: (a) by Licensee to affiliates or in connection with a merger, reorganization, or sale of all or substantially all assets, provided the assignee assumes all obligations; or (b) by Licensor to a loan-out or personal services entity controlled by Licensor. Any prohibited assignment is void.
12.5 Force Majeure. Neither Party is liable for failure or delay due to events beyond its reasonable control (e.g., acts of God, war, epidemic, platform outages), provided prompt notice is given and performance resumes as soon as practicable.
12.6 Notices. Notices shall be in writing and deemed given when delivered by recognized courier or email with confirmation to the addresses listed above (or as updated in writing).
12.7 Governing Law; Dispute Resolution. This Agreement shall be governed by the laws of [choose one jurisdiction; e.g., the State of New York, without regard to conflicts of law principles; or the laws of the People’s Republic of China, excluding its conflict rules]. Any dispute shall be resolved by [exclusive courts located in [venue]] or [binding arbitration under [institution and rules], seat [city], language English]. The Parties consent to personal jurisdiction and venue.
12.8 Severability; Waiver. If any provision is held invalid, it shall be modified to the minimum extent necessary to be valid while preserving intent, and the remainder remains in effect. No waiver is effective unless in writing and signed; no course of dealing operates as a waiver.
12.9 Entire Agreement; Amendment. This Agreement (including Schedules) is the complete and exclusive statement of the Parties’ agreement and supersedes all prior proposals and communications regarding its subject matter. It may be amended only by a written instrument signed by both Parties.
12.10 Counterparts; E-Signatures. This Agreement may be executed in counterparts, including via electronic signature and PDF, each of which is deemed an original and all of which together constitute one instrument.
Schedule A – Business Terms
1. Scope and Purpose:
- Approved Purposes: [e.g., advertising and promoting Licensee’s [products/services]; reposting selected stream clips on Licensee’s official channels; paid media (yes/no)].
- Media: [list specific platforms, e.g., TikTok, YouTube, Twitch, Bilibili, Instagram, X, OTT, DOOH; specify paid media rights if applicable].
- Territory: [e.g., worldwide].
- Term/Usage Window: [start date – end date; any posting windows; any tail periods].
2. Exclusivity:
- Exclusivity: [none / category exclusivity limited to [product category] within [Territory] for [Term].
- Carve-outs: [Licensor’s existing sponsorships, personal channels, organic posts].
3. Deliverables (if any):
- Content: [e.g., 2x livestream integrations (min. 60 min), 3x short-form clips (15–60 sec) provided to Licensee].
- Timing: [dates/timeframe].
- Posting: [who posts; whitelisting permissions if any].
- Approvals: [turnaround times; approver contact].
4. Compensation:
- Fees: [flat fee amount; milestone schedule].
- Bonus/Revenue Share: [if applicable; rate; basis; reporting].
- Expenses: [pre-approved only; caps; reimbursement terms].
- Payment Terms: [net 30 days after invoice and delivery/approval].
5. Credits:
- Credit Line: [as specified in Section 6].
- Hashtags/Disclosures: [#ad, #sponsored, or local-law equivalents].
6. Usage Extensions and Options:
- Option to Extend: [terms; fee; notice window].
- Additional Media or Territory: [rates or formula].
7. Contact Information:
- Licensor primary contact: [name; email].
- Licensee primary contact: [name; email].
- Notice addresses: [as per Section 12.6].
Schedule B – Cleared Third-Party Materials (if any)
For each item listed, Licensor represents that the following rights are cleared for the Approved Purposes within the Territory and Term.
- Title/Description:
- Rights Holder:
- Scope cleared (media/term/territory):
- Restrictions/Attribution:
If no items are listed, no Third-Party Materials are cleared by Licensor.
Schedule C – Brand and Platform Guidelines (if any)
- Brand safety requirements, do-not-say list, claims substantiation needs, platform-specific policies, disclosure language, formatting specifications.
Signature Blocks
LICENSOR:
[Legal Name of Streamer / Loan-Out Entity]
By: __________________________
Name:
Title:
Date:
LICENSEE:
[Legal Name of Company/Brand/Platform]
By: __________________________
Name:
Title:
Date:
Notes for Implementation
- Insert a governing law and dispute forum appropriate to the Territory of exploitation and the Parties’ domiciles.
- Confirm advertising disclosure requirements applicable in the Territory (e.g., FTC in the U.S., ASA/CAP in the UK, SAMR/GB standards in the PRC, etc.).
- If any gameplay, music, or third-party IP appears in Licensed Content, address clearance or exclusions explicitly in Schedule B to avoid implied grants beyond Licensor’s control.
