Community Group Monthly Engagement Contest (“Contest”) License Agreement

This License Agreement (the “License Agreement”), is by and between Taylor Media Corp. d/b/a The Penny Hoarder (“TPH”) and you (“Licensor”).

WHEREAS, Licensor solely and exclusively owns or controls the rights in the photograph(s), video(s) and/or other image(s) (collectively and individually a “Photo”) Licensor gave to TPH in connection with the Contest and wishes to grant to TPH a license under those rights, and TPH wishes to obtain a license to the Photo for the uses and purposes described herein, each on the terms and conditions set forth in this License Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. License.  Licensor hereby grants to TPH and its affiliates, employees, agents, and independent contractors, and each of their respective permitted sublicensees, successors, and assigns (collectively referred to herein as “Company”) the worldwide, perpetual, irrevocable, freely transferable and sublicensable right and license to use the Photo in any and all formats, whether now known or existing or hereafter discovered or developed, for all or any purposes whatsoever, including, but not limited to, for purposes of publication, commerce, and trade, or any goods, services, label, trademark, logo, trade dress, or advertising, promotional, marketing, or sales materials. For purposes of clarity and without limiting the foregoing, Licensor acknowledges and agrees that the rights and license granted to Company under this License Agreement include Company’s rights: (a) to modify, syndicate, edit, combine with other materials, translate, include in collective works, and create derivative works of the Photo in whole or in part (collectively, “Adapted”); and (b) to reproduce, perform (publicly or otherwise), display (publicly or otherwise), syndicate and transmit the Photo, in whole or in part, as provided by Licensor or as Adapted for such purposes and uses as are permitted under this Section.
2. Waiver of Moral Rights.  Licensor hereby knowingly, voluntarily, and irrevocably waives all rights of attribution and integrity and any other rights in or to the Photo arising under Section 106A of the Copyright Act, 17 U.S.C. § 106A, or under any other applicable law of the United States or any state, country, or other jurisdiction that acknowledges or confers rights of the same or similar nature (collectively, “Moral Rights”). To the extent this waiver is not permitted by applicable law, Licensor hereby agrees and/or has obtained written License Agreements binding all holders of such Moral Rights not to enforce such Moral Rights against Company or any individuals or entities acting on behalf of Company or permitted to receive copies of the Photo under this License Agreement (solely for the purposes of this License Agreement (i.e., Paragraph 7 of this Release) such individuals or entities shall also be included in the definition of the term “Company”).
3. Licensor Obligations. Licensor represents Licensor has obtained from all persons who are, or whose trademark or other property is, identified, depicted, or otherwise referred to in any such Photo, such written and signed licenses, permissions, waivers, and consents (collectively, “Permissions” and each, individually, a “Permission”), including those relating to publicity and privacy, including all intellectual property rights therein.
4. Consideration. Licensor hereby acknowledges and agrees the tangible and/or intangible benefits Licensor has gained or will gain from Licensor’s participation in the Contest is sufficient consideration for the rights provided to Company hereunder and that no fees or additional consideration is or shall be due to Licensor for the use of the Photo by Company.
5. Representations and Warranties. By providing the Photo to Company, Licensor hereby represents and warrants that:
   1. Licensor has the full right, power, and authority to enter into this License Agreement and grant the rights/licenses granted hereby;
   2. the Photo is Licensor’s sole and original creation;
   3. Licensor has not granted will not grant any license, lien, security interest, or other encumbrance in, to, or under the Photo that could conflict or interfere with Company’s receipt or exercise of its rights or license hereunder;
   4. Licensor is the sole and exclusive owner of the entire right, title, and interest in and to the Photo, including all copyrights and other intellectual property rights therein;
   5. Licensor is the record owner of any copyright registrations and applications for the Photo, and all such registrations are valid, subsisting, and in full force and effect;
   6. Licensor has obtained, in legally binding and irrevocable written instruments, all Permissions as are or reasonably may be expected to be necessary for Company to fully and lawfully exercise the Company’s rights and licenses under this License Agreement;
   7. There is no settled, pending, or, to Licensor’s knowledge, threatened litigation, opposition, or other claim or proceeding regarding the Photo;
   8. Neither the Photo nor its delivered medium have any material defects, including any virus, malware, or other harmful code; and
   9. the Photo does not, and the use thereof as permitted hereunder will not, violate any law or regulation or violate any right of any third party, including, but not limited to, any intellectual property right, any right against defamation, or any right of publicity or privacy.

6. Indemnification. Licensor shall indemnify, defend, and hold harmless Company and Company’s respective officers, directors, employees, agents, affiliates, successors and assigns, from and against any claims, judgments, damages, liabilities, settlements, losses, costs and expenses, including attorneys’ fees and disbursements arising from or relating to any breach by Licensor of its representations, warranties or other obligations hereunder.

7. Miscellaneous.
   • 7.1 Assignment. This License Agreement is personal to Licensor. Licensor shall not assign or otherwise transfer any of its rights, or delegate, subcontract, or otherwise transfer any of its obligations or performance, under this License Agreement; any purported assignment, delegation, or transfer is void. TPH may freely assign or otherwise transfer all or any of its rights or obligations or performance under this License Agreement. This License Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
   • 7.2 Amendment and Modification. This License Agreement may only be amended, modified, or supplemented by an License Agreement in writing signed by the parties.
   • 7.3 Severability. If any part of this License Agreement is invalid, illegal, or unenforceable in any jurisdiction it shall not affect any other part of this License Agreement or invalidate or render unenforceable such part in any other jurisdiction.
   • 7.4 Governing Law; Submission to Jurisdiction. This License Agreement shall be governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule. If the parties have a dispute or claim (“Dispute”) that is unable to be resolved informally, the parties agree that TPH may choose, in its sole discretion, to require any controversy or claim that either party may have against the other, to be first be submitted to non-binding mediation in Tampa, Florida; the parties shall equally share in paying for the costs of the mediation. If mediation is unsuccessful, or if Company chooses not to mediate, Company can do any of the following with regard to a disp: (i) submit the Dispute to binding arbitration in accordance with the rules of the American Arbitration Association, then in effect; (ii) compel arbitration (if Licensor initiates a legal proceeding); or (iii) file, defend, or otherwise participate in a lawsuit regarding the Dispute, without arbitrating. The prevailing party in any arbitration or litigation shall be entitled to recover reasonable attorneys’ fees and costs (except for arbitrator costs). Notwithstanding anything else contained herein, Company shall be entitled to seek injunctive or equitable relief at any time, without posting bond, and any legal suit, action, or proceeding arising out of or related to this License Agreement or the licenses granted hereunder shall be instituted exclusively in the federal or state courts of the state of Florida, in each case located in the city of Tampa and County of Hillsborough; Licensor irrevocably submits to the exclusive jurisdiction of such courts.
   • 7.5 Entire License Agreement. This License Agreement constitutes the entire License Agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and License Agreements, whether written or oral, with respect to such subject matter.