Mission Control Content License Terms

1. Definitions

• Effective Date: The date you accept these Terms.
• Client Content: All audio, video, artwork, and related media uploaded by Client.
• Licensed Content: Client Content licensed to Mission Control under these Terms.
• Subscription Fee: The annual, non‑refundable fee published at missionctrl.app/pricing.
• Accounting Period: Each calendar month.
• Revenue: Gross amounts actually received by Mission Control from Vevo and other platforms, net of platform fees, refunds, and Taxes.
• Taxes: All sales, use, value‑added, withholding, and similar taxes.
• Term: The Initial Term and any Renewal Term.
• Territory: Worldwide.
• Mission Control: The Mission Control platform owned and operated by Gotham West Studios LLC.

2. License Grant

Subject to Client's payment of the Subscription Fee and Mission Control's payment of royalties under Section 4, Client grants Mission Control a non‑exclusive, worldwide license to reproduce, distribute, stream, and publicly perform the Licensed Content on Vevo and other digital platforms. Mission Control may adapt the Licensed Content solely to meet technical specifications or for promotional purposes.

Mission Control reserves the right to remove, suspend, or restrict distribution of any Licensed Content at its sole discretion, including to comply with platform policies, legal requirements, or third‑party claims.

Code of Conduct Compliance: By accepting these Terms, Client agrees to comply with Mission Control's Code of Conduct, which establishes required standards of professional behavior and conduct when engaging with Mission Control services and personnel.

3. Subscription Fee

Client shall pay Mission Control an annual, non‑refundable Subscription Fee as published at missionctrl.app/pricing. Subscription Fees are due within thirty (30) days of the Effective Date and each Renewal Term. Mission Control may update Subscription Fees upon renewal by publishing updated pricing.

4. Royalties

Mission Control will collect royalties from Vevo and other ad‑supported platforms, retain thirty percent (30%), and pay seventy percent (70%) to Client. Royalty payments are made in accordance with the Royalty Schedule and are contingent upon Mission Control's receipt of funds from such platforms.

Revenue is based on reports and payments provided by third‑party platforms, which may be subject to delay, adjustment, or correction. Mission Control shall not be liable for discrepancies resulting from such third‑party reporting.

Mission Control shall have no obligation to advance royalty payments or make royalty payments before receipt of funds from the applicable platform.

5. Reporting

With each royalty payment, Mission Control will deliver an accounting statement detailing Revenue for the applicable Accounting Period.

6. Warranties and Disclaimers

6.1 Client Warranties. Client represents and warrants that it owns or has obtained all rights necessary to license the Client Content, and that use of the Licensed Content will not infringe any third‑party rights.

6.2 No Other Warranty. Except as expressly set forth herein, Licensed Content is provided "as‑is," and Mission Control disclaims all other warranties, express or implied, including any warranties of merchantability, fitness for a particular purpose, title, or non‑infringement.

Mission Control does not guarantee distribution, availability, monetization, or performance of Licensed Content on any platform.

7. Indemnification

Client shall indemnify and hold harmless Mission Control from any losses, damages, or expenses (including attorneys' fees) arising from third‑party claims that Licensed Content infringes any intellectual property or other rights. Mission Control shall indemnify Client for losses arising from Mission Control's gross negligence or willful misconduct.

8. Limitation of Liability

To the maximum extent permitted by law, Mission Control's total liability arising out of or related to these Terms shall not exceed the total Subscription Fees paid by Client during the twelve (12) months preceding the event giving rise to the claim. In no event shall Mission Control be liable for any indirect, incidental, special, consequential, or punitive damages.

9. Term and Termination

9.1 Initial Term and Renewal. The Term begins on the Effective Date and continues for twelve (12) months. It automatically renews for successive twelve (12)‑month periods unless either party gives written notice of non‑renewal at least ninety (90) days before the end of the then‑current Term.

9.2 Termination for Material Breach. Either party may terminate these Terms upon written notice if the other party materially breaches these Terms and fails to cure such breach within ten (10) days after receiving written notice.

9.3 Termination for Unauthorized Content. Mission Control may terminate these Terms immediately upon discovering that Client has provided Licensed Content it does not own or properly license. Upon such termination:

• a. All Subscription Fees paid are forfeited and non‑refundable.
• b. Client forfeits any accrued but unpaid royalties.
• c. Mission Control will cease all distribution of the infringing Licensed Content.

9.4 DMCA and Copyright Compliance. Client must promptly respond to any DMCA notices or copyright claims related to Licensed Content. Failure to respond within twenty‑four (24) hours may result in removal or suspension of the Licensed Content.

9.5 Effect of Termination. Upon termination, all rights and obligations cease except for payment obligations accrued prior to termination and provisions that by their nature survive termination. Mission Control will cease distribution of Licensed Content and remove it from platforms within a commercially reasonable period, subject to platform processes and third-party platform limitations.

10. Confidentiality

Each party shall keep the other's Confidential Information in strict confidence and not disclose it except as required by law or with prior written consent.

11. Notices

All notices must be in writing and sent to the contact information provided by the parties or as updated by either party in writing. Legal notices to Mission Control may also be sent through the contact information published at missionctrl.app/contact.

12. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of New York, without regard to its conflict of laws principles. Any dispute arising out of or relating to these Terms shall be resolved by binding arbitration in New York County, New York, under the rules of the American Arbitration Association.

13. Force Majeure

Neither party shall be liable for delays or failures caused by events beyond its reasonable control.

14. Assignment

Neither party may assign these Terms without the other's prior written consent, except to an affiliate or in connection with a merger or sale of substantially all assets.

15. No Third‑Party Beneficiaries

These Terms confer no rights or remedies on any person other than the parties.

16. Entire Agreement

These Terms constitute the entire agreement between the parties and supersede all prior agreements.