Document
BRAND & INTELLECTUAL PROPERTY LICENSE AGREEMENT
This Brand & Intellectual Property License Agreement (“Agreement”) is entered into by and between Shobbl Incorporated, a [jurisdiction] corporation (“Shobbl”), and the undersigned intellectual property owner or authorized rights administrator (“Licensor”).
This Agreement is effective as of the date of acceptance (“Effective Date”).
1. DEFINITIONS
“Licensed IP” means the trademarks, trade dress, logos, copyrighted characters, artwork, names, likenesses, or other intellectual property identified by Licensor and approved by Shobbl for participation in the Program.
“Products” means physical or digital goods manufactured, distributed, or delivered through the Shobbl platform that incorporate or reference the Licensed IP.
“Creator Content” means original artwork, designs, assets, or other content created by third-party users of the Shobbl platform that incorporate the Licensed IP in compliance with this Agreement, the Brand Content Eligibility Schedule, and applicable platform policies.
“Program” means Shobbl’s authorized brand partnership, fan art, or licensed merchandise program.
“Brand Content Eligibility Schedule” or “Schedule” means the Brand Content Eligibility Schedule incorporated by reference into this Agreement, which defines brand-specific content eligibility restrictions applicable to the Licensed IP.
“Net Revenue” means gross receipts actually received by Shobbl from the sale of Products, less refunds, returns, chargebacks, taxes, payment processing fees, shipping costs, manufacturing or fulfillment costs, and other customary adjustments.
“Incorporated Policies” means Shobbl’s Master Terms of Use, Content Classification Policy, Acceptable Use Policy, Brand Content Eligibility Schedule, and any other policy, guideline, or addendum referenced in this Agreement or made applicable to the Program, as such policies may be updated from time to time in accordance with their terms.
2. GRANT OF LICENSE
Subject to the terms of this Agreement, the Brand Content Eligibility Schedule, and Shobbl’s platform-wide policies, Licensor hereby grants to Shobbl a non-exclusive, worldwide, royalty-bearing, sublicensable license, subject to applicable territorial restrictions, to:
(a) reproduce, display, distribute, publicly perform, and create derivative works of the Licensed IP solely as incorporated into eligible Creator Content and Products;
(b) manufacture, market, sell, and distribute Products bearing the Licensed IP in accordance with the Program and the Schedule; and
(c) sublicense the Licensed IP solely as necessary to enable Creator participation, manufacturing, fulfillment, marketing, distribution, and operation of the Platform, subject to the Schedule and applicable policies.
No rights are granted except as expressly stated in this Agreement.
3. OWNERSHIP & RESERVATION OF RIGHTS
Licensor retains all right, title, and interest in and to the Licensed IP.
Nothing in this Agreement transfers ownership of the Licensed IP to Shobbl, Creators, or any third party.
All rights not expressly granted are reserved by Licensor.
4. CREATOR PARTICIPATION & ELIGIBILITY
Creators do not receive any license or ownership interest in the Licensed IP.
Shobbl’s sublicense of the Licensed IP is strictly limited to incorporation of the Licensed IP into Creator Content and Products that are:
permitted under this Agreement;
eligible under the Brand Content Eligibility Schedule; and
compliant with Shobbl’s Content Classification Policy, Acceptable Use Policy, and other Incorporated Policies.
Creators may not use the Licensed IP outside the Platform or Program, or in any manner inconsistent with the Schedule or platform policies.
Nothing in this Agreement or the Schedule creates a right for any Creator to use the Licensed IP.
5. QUALITY CONTROL & PLATFORM DISCRETION
Licensor acknowledges and agrees that:
(a) Shobbl will maintain commercially reasonable quality standards consistent with industry practice for print-on-demand, digital goods, and creator marketplace platforms;
(b) Shobbl retains sole discretion to approve, reject, remove, modify, reclassify, restrict, or discontinue any Creator Content or Product, including based on classification, eligibility, compliance, or platform risk considerations; and
(c) Licensor may provide reasonable brand usage guidelines, which Shobbl will use commercially reasonable efforts to apply subject to platform policies and operational constraints.
Failure to enforce quality standards with respect to any specific Product does not constitute a waiver.
6. ROYALTIES, PAYMENT & REPORTING
6.1 Default Royalty Rate
Except as otherwise expressly specified under Section 6.2, Shobbl shall pay Licensor a royalty equal to [default percentage]% of Net Revenue attributable to Products incorporating the Licensed IP.
6.2 Optional Product-Specific Royalty Rates
Royalty rates may vary by eligible Product or use-case type where expressly specified in a written schedule, exhibit, or selection incorporated by reference into this Agreement (including the Brand Content Eligibility Schedule or a royalty exhibit).
Where a Product-specific royalty rate is specified, such rate shall apply only to Net Revenue attributable to that Product type.
Where no Product-specific royalty rate is specified, the default royalty rate under Section 6.1 shall apply.
Eligible Product / use-case categories for Product-specific royalty designation include:
Eligible Product / Use-Case Type Royalty % of Net Revenue
Decorative / illustrative use only ____ %
Fan art (non-narrative) ____ %
Narrative or story-based works ____ %
Mods, add-ons, or user-generated expansions ____ %
Games and interactive content ____ %
Physical merchandise ____ %
Print-on-demand merchandise ____ %
Digital merchandise ____ %
Fan-made assets ____ %
Virtual and augmented reality assets ____ %
Any Product or use-case not expressly assigned a Product-specific royalty rate shall default to the rate set forth in Section 6.1.
6.3 Multiple Licensed IP Products
If a Product incorporates more than one licensed intellectual property, Net Revenue attributable to such Product shall be allocated among the applicable licensors on a pro rata basis or such other allocation method as determined by Shobbl in its reasonable discretion or as expressly agreed in writing.
Each licensor’s royalty shall be calculated solely on the portion of Net Revenue allocated to its respective Licensed IP, and then multiplied by the applicable royalty rate under Sections 6.1 or 6.2, as applicable.
6.4 Royalty Calculation & Payment Timing
Royalties shall be calculated on a bi-weekly basis based on Net Revenue earned during the applicable royalty period and paid bi-weekly in arrears.
Payments shall commence approximately thirty (30) days following the end of the applicable revenue period to allow for transaction settlement, refunds and chargebacks, fraud review, tax and VAT reconciliation, currency conversion, manufacturing or fulfillment cost finalization, and other customary accounting adjustments.
Shobbl may aggregate, batch, or consolidate royalty payments across multiple Products, SKUs, territories, or channels for administrative efficiency.
6.5 Adjustments & Corrections
Shobbl may adjust royalty calculations to account for refunds, reversals, fraud, compliance holds, accounting corrections, pricing errors, or government-mandated withholdings. Overpayments or negative balances may be carried forward and offset against future payments.
6.6 Reporting
Royalty reporting shall be provided through an online dashboard, periodic written statements, or other commercially reasonable reporting mechanisms. Reports may be aggregated and are not required to be provided on a per-transaction or per-unit basis unless expressly agreed in writing.
6.7 Thresholds, Payment Methods & Taxes
Shobbl may establish minimum payout thresholds and approved payment methods. Amounts below the threshold shall accrue until paid.
Licensor is responsible for all taxes, duties, or governmental charges arising from royalty payments received, excluding taxes based on Shobbl’s net income. Shobbl may withhold amounts as required by law.
6.8 Royalty Source & Allocation Model
Except as expressly agreed in writing, royalties payable to Licensor under this Agreement shall be calculated from Shobbl’s Net Revenue share (a "Shobbl Net Revenue-Share Royalty Model") and shall not reduce amounts payable to Creators in connection with the sale of Products incorporating the Licensed IP.
At Licensor’s request, and only where expressly approved by Shobbl and designated in a written schedule, exhibit, or amendment executed by both parties, Shobbl may agree to an alternative royalty structure under which royalties payable to Licensor are calculated from amounts otherwise payable to Creators (a “Creator-Share Royalty Model”).
6.8.1 Eligibility for Creator-Share Royalty Model
Eligibility to request or receive a Creator-Share Royalty Model is limited to Licensed IP that Shobbl determines, in its sole discretion, to meet one or more of the following criteria:
(a) the Licensed IP is widely recognized, commercially established, or culturally significant at a national or international level;
(b) the Licensed IP has demonstrated material commercial demand independent of Creator participation;
(c) the Licensed IP materially increases platform adoption, transaction volume, or strategic value beyond ordinary licensed content; or
(d) the Licensed IP is subject to licensing practices or rights-holder requirements that customarily require royalty participation at the creator or product-level.
Satisfaction of any such criteria does not guarantee approval, and Shobbl retains sole discretion to approve, deny, condition, or revoke any Creator-Share Royalty Model.
6.8.2 Application of Creator-Share Royalty Model
Where a Creator-Share Royalty Model applies:
(a) the applicable royalty rate, scope, allocation methodology, and affected Product types must be expressly specified in writing;
(b) such structure shall apply only to the Products, use cases, or Product types expressly identified;
(c) Shobbl shall have no obligation to extend such structure to other Products, Licensors, or future agreements; and
(d) Licensor acknowledges that such structure may reduce amounts payable to Creators and may impact Creator participation.
In the absence of an expressly approved and designated Creator-Share Royalty Model, the Shobbl Net Revenue-Share Royalty Model shall apply by default.
6.8.3 Election of Creator-Share Royalty Model
☐ Elect Creator-Share Royalty Model (Approval Required)
By selecting this option, Licensor expressly elects to seek approval for a Creator-Share Royalty Model in lieu of the default Shobbl Net Revenue-Share Royalty Model.
Licensor must provide a written business or licensing rationale below. Submission of this election does not constitute approval and does not create any obligation on Shobbl to offer a Creator-Share Royalty Model.
Business or licensing rationale (required):
Licensing Contact (required for this election):
Phone: __________________________
Email: __________________________
Effect of Election:
If this option is selected, this Agreement shall not become effective unless and until Shobbl expressly approves the Creator-Share Royalty Model and such approval is documented in a written schedule, exhibit, or amendment executed by both parties.
If Shobbl declines to approve the Creator-Share Royalty Model, or if the parties do not reach written agreement on its terms, this Agreement shall not be deemed accepted, and either party may elect not to proceed without liability. In such event, Licensor may submit a new execution of this Agreement without electing the Creator-Share Royalty Model in order to proceed under the default Shobbl Net Revenue-Share Royalty Model.
If this option is not selected, or if the Creator-Share Royalty Model is not expressly approved and documented in writing, the default Shobbl Net Revenue-Share Royalty Model shall apply, and this Agreement may be accepted and enforced accordingly.
6.9 Audit Rights (Limited)
Upon no more than one (1) audit per twelve (12)-month period, Licensor may, at its own expense and upon reasonable advance notice, audit Shobbl’s royalty records solely to verify amounts payable under this Agreement.
Any audit shall:
be conducted by an independent auditor bound by confidentiality;
occur during normal business hours; and
be limited to records reasonably related to Licensed IP royalties.
Audits may not be used to obtain competitive, pricing, or proprietary platform information.
6.10 No Fiduciary Relationship
Royalty payments are contractual payment obligations only. Nothing in this Agreement creates an escrow, trust, fiduciary duty, or agency relationship between the parties.
7. INTELLECTUAL PROPERTY WARRANTIES & VERIFICATION
Licensor represents and warrants that:
(a) Licensor owns or controls the Licensed IP or has sufficient rights and authority to grant the licenses herein;
(b) the Licensed IP does not infringe any third-party rights; and
(c) Licensor has not granted exclusive rights that would conflict with this Agreement or the Schedule.
Shobbl may request reasonable verification of Licensor’s authority where necessary for compliance, risk management, partner requirements, or dispute resolution.
Shobbl makes no representations regarding Creator Content other than the rights granted to Shobbl by Creators.
8. TERMINATION
Either party may terminate this Agreement:
(a) for convenience upon [30/60] days’ written notice; or
(b) immediately upon material breach not cured within [15] days of notice.
Upon termination:
no new Products incorporating the Licensed IP will be offered;
existing inventory may be sold for a commercially reasonable wind-down period; and
accrued payment obligations shall survive.
Termination of this Agreement automatically terminates the Schedule.
9. ENFORCEMENT & REMOVAL
Shobbl reserves the right to remove unauthorized or non-eligible uses of the Licensed IP, suspend or terminate Creator access, geo-restrict or disable Products, and comply with legal or partner takedown obligations.
Licensor may request removal of specific uses of the Licensed IP, subject to reasonable verification and Shobbl’s enforcement discretion.
10. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.
SHOBBL’S TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID TO LICENSOR UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
11. INDEMNIFICATION
Licensor shall indemnify and hold harmless Shobbl from claims arising from ownership or licensing of the Licensed IP or breach of Licensor warranties.
Shobbl shall indemnify Licensor from claims arising solely from Shobbl’s manufacturing or fulfillment processes.
12. NO AGENCY OR PARTNERSHIP
Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary, or employment relationship between the parties.
13. GOVERNING LAW
This Agreement shall be governed by the laws of [State/Country], without regard to conflict-of-law principles.
14. ENTIRE AGREEMENT
This Agreement, together with the Brand Content Eligibility Schedule and all Incorporated Policies, constitutes the entire agreement between the parties and supersedes all prior understandings.
Amendments must be in writing and executed by both parties.