Global Presence Enterprises LLC, & Subsidiaries

Terms and Conditions Agreement

Creative Content and Media License Agreement

This Creative Content and Media License Agreement (this "Agreement") is made effective as of January 01, 2022, between Global Presence Enterprises, LLC, of 8362 Pines Blvd Unit #116, Pembroke Pines, Florida 33024, and GPE Client, of Same As Client Account or Invoice. 


In the Agreement, the party granting the right to use the licensed property will be referred to as "GP, GPM, or GPE," and the party receiving the right to use the licensed property will be referred to as "GPE Client." 


The parties agree as follows: 


1. GRANT OF LICENSE. GP, GPM, or GPE owns Media Content (the "Authored Work"). By this Agreement, GP, GPM, or GPE grants GPE Client an exclusive license to use the Authored Work. GP, GPM, or GPE retains title and ownership of the Authored Work, and derivative works will be assigned to Licensor by Licensee. 


2. PAYMENT OF ROYALTY. GPE Client will pay GP, GPM, or GPE a royalty which shall be calculated as follows:  If Any Terms It Will Be Listed On Invoice. The royalty shall be paid in installments as part of their contract agreement. The client owns the content after paying the entire contract over a 6 to 24-month term or based on the invoice amount of a single media creation. With each royalty payment, GPE Client will submit to GP, GPM, or GPE a written report that sets forth the calculation of the royalty payment amount. 


3. MODIFICATIONS. Unless the prior written approval of GP, GPM, or GPE is obtained, GPE Client may not modify or change the Authored Work in any manner. 


4. DEFAULTS. If GPE Client fails to abide by the obligations of this Agreement, including the obligation to make a royalty payment when due, GP, GPM, or GPE shall have the option to cancel this Agreement by providing 30 days written notice to GPE Client. GPE Client shall have the option of preventing the termination of this Agreement by taking corrective action that cures the default if such corrective action is taken before the end of the period stated in the previous sentence and if there are no other defaults during such period. 


5. CONFIDENTIAL INFORMATION. The term "Confidential Information" means any information or material which is proprietary to GP, GPM, or GPE, whether or not owned or developed by GP, GPM, or GPE, which is not generally known other than by GP, GPM, or GPE, and which GPE Client may obtain through any direct or indirect contact with GP, GPM, or GPE. Regardless of whether specifically identified as confidential or proprietary, Confidential Information shall include any information provided by GP, GPM, or GPE concerning the business, technology, and information of GP, GPM, or GPE and any third party with which GP, GPM, or GPE deals, including, without limitation, business records and plans, trade secrets, technical data, product ideas, contracts, financial information, pricing structure, discounts, computer programs and listings, source code and/or object code, copyrights and intellectual property, inventions, sales leads, strategic alliances, partners, and customer and client lists. The nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential. 


A. "Confidential Information" does not include: 


- matters of public knowledge that result from disclosure by GP, GPM, or GPE; 

- information rightfully received by GPE Client from a third party without a duty of confidentiality; 

- information independently developed by GPE Client; 

- information disclosed by operation of law; 

- information disclosed by GPE Client with the prior written consent of GP, GPM, or GPE; 

- any other information that both parties agree in writing is not confidential. 


6. PROTECTION OF CONFIDENTIAL INFORMATION. GPE Client understands and acknowledges that the Confidential Information has been developed or obtained by GP, GPM, or GPE by the investment of significant time, effort, and expense and that the Confidential Information is a valuable, memorable, and unique asset of GP, GPM, or GPE which provides GP, GPM, or GPE with a significant competitive advantage, and needs to be protected from improper disclosure. In consideration for the receipt by GPE Client of any Confidential Information, GPE Client agrees as follows: 


A. No Disclosure. GPE Client will hold the Confidential Information in confidence and will not disclose the Confidential Information to any person or entity without the prior written consent of GP, GPM, or GPE. 


B. No Copying/Modifying. GPE Client will not copy or modify any Confidential Information without the prior written consent of GP, GPM, or GPE. 


C. Unauthorized Use. GPE Client shall promptly advise GP, GPM, or GPE if GPE Client becomes aware of any possible unauthorized disclosure or use of the Confidential Information. 


D. Application to Employees. GPE Client shall not disclose any Confidential Information to any employees of GPE Client except those employees who are required to have the Confidential Information to perform their job duties in connection with the limited purposes of this Agreement. Each permitted employee to whom Confidential Information is disclosed shall sign a non-disclosure agreement substantially the same as this Agreement at the request of GP, GPM, or GPE. 


7. ARBITRATION. The parties will attempt to resolve any dispute arising out of or relating to this Agreement through friendly negotiations among the parties. If the matter is not resolved by negotiation within 30 days, the parties will resolve the dispute using the below Alternative (ADR) procedure. Any controversies or disputes arising out of or relating to this Agreement will be resolved by binding arbitration under the rules of the American Arbitration Association. The arbitrator's award will be final, and judgment may be entered upon it by any court having proper jurisdiction. 


8. NON-EXCLUSIVE LICENSE TO LICENSOR. As of the effective date, GPE Client grants back to GP, GPM, or GPE a non-exclusive royalty-free license to use the Authored Work as GP, GPM, or GPE sees fit, including for the creation of derivative works; provided, however, this license shall not limit GPE Client's rights and public rights under this License. 


9. TRANSFER OF RIGHTS. This Agreement shall be binding on any successors of the parties. Neither party shall have the right to assign its interests in this Agreement to any other party unless the prior written consent of the other party is obtained. 


10. TERMINATION. This Agreement shall terminate automatically on the last day stipulated in a proposal for lead generating, general marketing plan, or invoice description. 


11. ENTIRE AGREEMENT. This Agreement contains the parties' entire agreement, and there are no other promises or conditions in any other agreement, whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties. 


12. AMENDMENT. This Agreement may be modified or amended if the amendment is made in writing and is signed by both parties. 


13. SEVERABILITY. If any provision of this Agreement shall be held invalid or unenforceable for any reason, the remaining provisions shall remain valid and enforceable. Suppose a court finds that any provision of this Agreement is invalid or unenforceable but that limiting such provision would become valid or enforceable. In that case, such provision shall be deemed to be written, construed, and enforced as so limited. 


14. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement. 


15. APPLICABLE LAW. The laws of the State of Florida shall govern this Agreement. 


16. SIGNATORIES. This Agreement shall be signed on behalf of GP, GPM, or GPE by Jack Hakimian, CEO, and on behalf of GPE Client by Name on Invoice and effective as of the date first above written. 


Licensor: Global Presence Enterprises, LLC  | Jack Hakimian CEO 


Licensee:  GPE Client  | Name on Invoice