agreement

These terms (“Terms”) govern the submittor’s (“Licensor”) irrevocable grant to Viral Audience LLC, its successors, affiliates, licensees and assigns (collectively, “Viral Audience”) of the Licensed Rights (defined below) with respect to all or any part of the audiovisual work(s) submitted by Licensor to Viral Audience, including without limitation all intellectual property, images, identifiable characters and/or individuals, music, sounds, signage, statements, or other trademarks and logos, and all other rights depicted or contained therein (the “Images”). All video files, data, text, and other content or information submitted by you to Viral Audience shall become the property of Viral Audience, and Viral Audience shall have no obligation to preserve, return, or otherwise make available to you or others any video files or information so submitted. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSION(S) OF IMAGES CONSTITUTES YOUR AGREEMENT AND INTENT TO BE LEGALLY BOUND BY THE TERMS HEREIN.

BY SUBMITTING AN IMAGE, LICENSOR ACKNOWLEDGES THAT HIS/HER CONTENT MAY BE POSTED ON VIRAL AUDIENCE’S WEBSITES AND OTHER INTERNET CHANNELS, USED IN VIRAL AUDIENCE’S PROGRAMMING, LICENSED/ASSIGNED TO OTHERS, OR USED AS OTHERWISE PROVIDED BY VIRAL AUDIENCE, IN VIRAL AUDIENCE’S SOLE DISCRETION, REGARDLESS OF LICENSOR’S ELIGIBILITY FOR PAYMENTS FROM VIRAL AUDIENCE. LICENSOR AGREES THAT, IN THE EVENT OF AN INELIGIBLITY FOR PAYMENTS FROM VIRAL AUDIENCE, THE OPPORTUNITY FOR THE VIDEO TO RECEIVE PUBLICITY IS THE SOLE AND SUFFICIENT CONSIDERATION DUE TO LICENSOR AND THAT THE EXCLUSIVE LICENSE GRANTED BY LICENSOR HEREIN SHALL BE AND REMAIN VALID AND IRREVOCABLE.

1. Licensed Rights. Licensor grants Viral Audience the exclusive, unlimited right to use, refrain from using, change, alter, edit, modify, add to, subtract from and rearrange the Images and to exhibit, distribute, broadcast, reproduce, license others to reproduce and distribute, advertise, promote, publish and otherwise exploit the Images by any and all methods or means, whether now known or hereafter devised, in any manner and in any and all media throughout the world, in perpetuity, for any purpose whatsoever as Viral Audience in its sole discretion may determine (the “Licensed Rights”), including for the purpose of marketing, advertising, and promotion of the Images and Viral Audience (“Promotional Use”). Licensor furthermore does hereby irrevocably appoint Viral Audience as its attorney-in-fact to take any such action as may from time to time be necessary to effect, transfer, or assign the rights granted to Viral Audience herein, including without limitation copyright-related actions, and assigns to Viral Audience the right to prosecute any and all claims from the past, present, and future use of the Images by unauthorized third parties. In addition, Licensor grants Viral Audience the exclusive right and permission to record, copy, reproduce, adapt, modify, summarize, copyright, photograph, film license, vend, rent, distribute, televise, publish, exhibit, disseminate, display, perform and otherwise exploit in any and all markets and media (collectively, “use”) Licensor’s appearance, name, likeness, voice, documents, biographical data, performance in, and other media artifacts provided to Viral Audience by Licensor or concerning Licensor (collectively the “Materials”) in and in connection with the Images. This grant of rights is made without limitation upon time, circumstances, location, market, or medium of use, and includes without limitation all uses of the Materials in all types of content, including but not limited to, the right to use the Images and/or Materials in connection with any other program(s), format(s), production(s), commercials, commercial tie-ins, product endorsements, licensing, product merchandising and/or merchandising of any kind, whether or not related to Viral Audience, and also includes, without limitation, the right to use the Images and/or Materials to publicize, advertise and promote any and all of Viral Audience’s programs, products or services in any and all media. Licensor also understands and agrees that Viral Audience may sell, assign or license the rights hereunder (in whole or in part) to any third party in its sole discretion and without providing any further consideration or notice to Licensor.

2. Payments to Licensor. In full and complete consideration to Licensor for all of the Licensed Rights granted to Viral Audience hereunder, the receipt and adequacy of which are hereby acknowledged, Viral Audience shall pay Licensor a share of fifty percent (50%) of all proceeds and revenue earned and received by Viral Audience from the exhibition, distribution, broadcast, licensing and other exploitation of the Licensed Rights, excluding proceeds from Promotional Use and deducting costs related to rights management. Licensor shall be responsible for and agrees to report any taxes relating to payments it receives to the appropriate tax authority and governmental entities. Licensor agrees to complete all additional forms required by Viral Audience including, but not limited to, an additional signed license agreement, any additional information requested by Viral Audience relating to the Images, and the submitted Images in a format acceptable to Viral Audience in order to receive payment, and must be able to grant to Viral Audience all rights set forth in such forms, including without limitation, the consent forms and/or other releases as required by Viral Audience (collectively, the “Releases”). For the sake of clarity, Viral Audience’s requirement related to completion of the Releases is not intended to, and does not, alter that exclusive ownership of the Images that is granted to Viral Audience upon the Licensor’s electronic submission of the Images to Viral Audience’s website.

If any payment, or any portion thereof, is undeliverable to Licensor for any reason, the opportunity for the Images to receive publicity and/or possible inclusion in Viral Audience’s programming is the sole and sufficient consideration due to Licensor. Payments are non-transferable and no substitution of payment is offered, except at the sole discretion of the Sponsor.

Submissions by an eligible Licensor who is a minor in his/her state of residence will be awarded payment to minor’s parent or legal guardian who must sign and return all required documents. The Licensor shall be required to provide Viral Audience with a valid social security number or tax identification number before the payment will be made for tax reporting purposes, and may be required to sign an IRS W-9 form. Licensors will be issued an IRS 1099 tax form.

3. No Guarantee Regarding Revenue: Licensor acknowledges and agrees that Viral Audience is not making any representation, guarantee or agreement regarding the total amount of revenue, if any, which will be generated by the Licensed Rights. Licensor agrees that the judgment of Viral Audience regarding the exploitation of the Licensed Rights shall be binding and conclusive upon Licensor and agrees not to make any claim or action that Viral Audience has not properly exploited the Licensed Rights, that more revenue could have been earned than was actually earned by the exploitation of the Licensed Rights, or that any buyout or one-time payment to Licensor is insufficient in comparison to the revenue earned by the exploitation of the Licensed Rights. Nothing in these Terms shall obligate Viral Audience to actually use or to exploit the Licensed Rights.

4. Licensor Representations and Warranties.

(a) Owner of Rights: Licensor has the sole, exclusive and unencumbered ownership of all rights of every kind and character throughout the universe in and to the Licensed Rights and has clear title to the material upon which the Images are based. Licensor has the absolute right to grant to Viral Audience, all rights, licenses and privileges granted to or vested in Viral Audience under these Terms. Licensor has not authorized and will not authorize any other party to exercise any right or take any action that impairs the rights herein granted to Viral Audience.

(b) Rights Are Clear: Licensor has obtained all clearances and paid all monies necessary for Viral Audience to exercise its exclusive rights hereunder and there will not be any other rights to be cleared or any payments required to be made by Viral Audience as a result of any use of the Images pursuant to the rights and licenses herein granted (including without limitation, payments in connection with contingent participations, residuals, clearance rights, moral rights, union fees, and music rights). Licensor has not previously entered into any other agreement in connection with the Images. All of the individuals and entities connected with the production of the Images, and all of the individuals and entities whose names, voices, photographs, likenesses, appearance, works, services and other materials appear or have been used in the Images, have authorized and approved Licensor’s use thereof, and Viral Audience shall have the right to use all names, voices, photographs, likenesses, appearance and performances contained in the Images in connection with the exploitation, promotion, and use of the Licensed Rights. It is expressly understood that Viral Audience has not assumed any obligations under any contracts entered into by Licensor.

(c) No Infringement: No part of the Images, any materials contained therein, or the exercise by Viral Audience of the Licensed Rights violates or will violate, or infringes or will infringe, any trademark, trade name, contract, agreement, copyright (whether common law or statutory), patent, literary, artistic, music, dramatic, personal, private, civil, property, privacy or publicity right or “moral rights of authors” or any other right of any person or entity, and shall not give rise to a claim of slander or libel. There are no existing, anticipated, or threatened claims or litigation that would adversely affect or impair any of the Licensed Rights.

5. Termination: Licensor may seek to terminate its agreement to these Terms at any time; however, these Terms shall only be terminable upon the mutual agreement of the parties, the consent of which may be granted or denied in Viral Audience’s sole discretion. No termination shall impact any prior license of the Images by Viral Audience prior to termination, which shall continue in full effect under these Terms.

6. Release and Indemnity. Licensor hereby agrees to indemnify, release and hold harmless Viral Audience, its successors, licensees, sub-distributors and assigns, and the directors, officers, employees, representatives and agents of each of the foregoing, from any and all claims, demands, causes of action, damages, judgments, liabilities, losses, costs, expenses, and attorney’s fees arising out of or resulting from (i) any breach by Licensor of any warranty, representation or any other provision of these Terms, and/or (ii) any claims of or respecting slander, libel, defamation, invasion of privacy or right of publicity, false light, infringement of copyright or trademark, or violations of any other rights arising out of or relating to any use by Viral Audience of the rights granted under this these Terms. Licensor acknowledges that Viral Audience is relying on the representations made by Licensor in accordance with these Terms and a breach by Licensor would cause Viral Audience irrevocable injury and damage that cannot be adequately compensated by damages in an action at law and Licensor therefore expressly agrees that, without limiting Viral Audience’s remedies, Viral Audience shall be entitled to injunctive and other equitable relief.

7. Publicity/Confidentiality. Licensor shall not release, disseminate, issue, authorize or cause the release, dissemination or issuance of any publicity or information concerning the Licensed Rights, Viral Audience, or these Terms without Viral Audience’s prior specific written consent (including, without limitation, posting, participating or engaging in social media discussions, news stories, blogs, reports or responses thereto), and Licensor shall direct all licensing or other inquiries relating to the Images solely to Viral Audience. Licensor acknowledges that these Terms are confidential in nature and agrees not to disclose the content or substance thereof to any third parties other than: (i) Licensor’s respective attorneys and accountants, and/or (ii) as may be reasonably required in order to comply with any obligations imposed by these Terms, or any statute, ordinance, rule, regulation, other law, or court order.

8. Miscellaneous. Licensor acknowledges and warrants that its agreement to these Terms has not been induced by any representation or assurance not contained herein. These Terms supersede and replace all prior agreements, negotiations or understandings in connection with the Licensed Rights, including without limitation any simplified explanation of the terms herein, and in the event there are any inconsistencies between this English-language contract and any translations of terms and conditions, the English-language version shall prevail. These Terms contain the entire understanding of the parties and shall not be modified or amended except by a written document executed by both parties. If any provision of these Terms is found to be unlawful or unenforceable, such provision shall be limited only to the extent necessary, with all other provisions of these Terms remaining in effect. The waiver by either party or consent to a breach of any provision of these Terms by the other party shall not operate or be construed as a waiver of, consent to, or excuse of any other or subsequent breach by the other party. Viral Audience shall have the right to assign freely the Images, the Materials, the Licensed Rights and/or any of Viral Audience’s other rights hereunder to any person or entity (by operation of law or otherwise). Licensor may not assign its rights hereunder

9. Choice of Law/Dispute Resolution. These Terms shall be deemed to have been agreed upon within the State of California, and the rights and obligations of the parties hereunder shall be construed and enforced in accordance with, and governed by, the laws of the State of California, without regard to the conflicts of law principles thereof. The parties agree to the personal jurisdiction by and venue in Los Angeles, California, and waive any objection to such jurisdiction or venue irrespective of the fact that a party may not be a resident of that State. Except for Viral Audience’s equitable rights as set forth in these terms, the parties hereby agree to submit any disputes or controversies arising from, relating to or in connection with these terms or the parties’ respective obligations in connection therewith to binding arbitration in Los Angeles, California in accordance with the rules of the American Arbitration Association and only for actual monetary damages, if any. In the event of any dispute, Licensor shall not be entitled to, and does hereby waive all right to, any equitable relief whatsoever, including the right to rescind its agreement to these Terms, to rescind any rights granted hereunder, or to enjoin, restrain or interfere in any manner with the marketing, advertisement, distribution or exploitation of the Licensed Rights. All rights to recover consequential, incidental and/or punitive damages are waived by Licensor.

10. Time Limitation on Claims. Licensor agrees that any claim it may have arising out of or related to its use of Viral Audience services or relationship with Viral Audience, must be filed within one year after such a claim arose; otherwise Licensor’s claim is permanently barred.

11. Terms & Conditions. Licensor may be required to agree to additional terms and conditions displayed on the Viral Audience website at www.Viralaudience.com or other Viral Audience-owned websites, which will be incorporated herein by reference and subject to change. By continuing to access or use Viral Audience-owned websites after revisions become effective, Licensor agrees to be bound by the revised Terms.