This Streamy Awards License Agreement (“Agreement”) confirms the understanding between the individual or entity who is submitting and/or is named as the submitting party of the Submission Form to which this Agreement relates (“Licensor”) and Tubefilter, Inc. and its partner(s) and distributor(s) (collectively, “Licensee”) regarding Licensor’s submission of that certain (i) original production, program, series, and/or channel created for initial release and exhibition online (“Program”); (ii) individual who appears or performs in a Program (“Individual”); and/or (iii) organization, company, or entity that produced, or caused the production of, and owns and/or controls a Program (“Organization”) for consideration for one (1) or more Streamy Awards (“Submission”) and Licensee’s right to use any and all content or materials submitted by Licensor as part of the Submission in and in connection with Licensee’s conduct, operation, and management of the submission, nomination, selection, voting, and awarding processes, procedures, and activities for the Streamy Awards and Licensee’s development, production, distribution, broadcast, exhibition, exploitation, marketing, promotion, and advertising of any and all ceremonies, presentations, and/or productions of the Streamy Awards (including the franchise or series of which it is a part), whether or not recorded, taped, broadcast, streamed, or otherwise made viewable by a remote audience, at any time and any ancillary, derivative, or related events or activities for the Streamy Awards franchise or series (collectively, the “Project”). Reference is made to that certain Streamy Awards Submission and Voting Guidelines (the “Guidelines”), currently available at https://www.streamys.org/legal/submission-and-voting-guidelines/, which are hereby incorporated herein. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in the Guidelines.
1. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Licensor hereby irrevocably grants to Licensee and its successors, licensees, and assigns a non-exclusive, royalty-free, transferable license to use, incorporate, edit, modify, alter, reproduce, and create derivative works from (i) the submitted Program and its title, logo, trademarks, and all audiovisual material contained in the Program, including the name, voice, images, and performances of the artists appearing therein; (ii) the name, voice, likeness, photograph, image, and performance of the submitted Individual; (iii) the name, logo, trademarks, and/or service marks of the submitted Organization; (iv) those certain photographs submitted as part of the Submission; and (v) any and all other information, data, and/or material provided by Licensor and/or included in the Submission made by Licensor on this Website (collectively, the “Licensed Material”) in and/or in connection with the Project for the purposes and in the manner set forth herein (“Licensed Rights”). Licensee shall have right to use, incorporate, broadcast, exhibit, distribute, advertise, promote, market, publicize, and otherwise exploit the Licensed Material (in whole or in part and in combination with any other materials) in and/or in connection with the Project, any related or derivative productions and/or uses, and any and all promotion, advertising, marketing, publicity for or related to the Project and/or Licensor in any and all manner, media, language, and formats, now known or hereafter devised, throughout the universe in perpetuity.
2. Licensor represents and warrants that: (i) Licensor owns and/or controls the Licensed Material, including the copyright therein, and/or has full right, power, and authority to enter into, fully perform, and grant the rights granted by Licensor in this Agreement, and no other permission or license is required; (ii) by entering into and fully performing this Agreement and granting the rights granted herein, it is not and will not be in violation of the terms of any agreement or understanding to which Licensor is party; (iii) the Licensed Material does not and will not infringe upon the rights or interests of any third party; (iv) all elements within the Licensed Material are either original with Licensor or Licensor has acquired all necessary rights, licenses, permissions, and/or consents necessary for the use of such elements, including, but not limited to, all video and musical elements, master recordings, and synchronization rights; (v) Licensor has made the Submission voluntarily and neither Licensor, nor any Individual or Organization, will receive or be entitled to receive financial compensation of any type associated with use of the Licensed Materials in or in connection with the Project or otherwise; and (vi) the Licensed Material is free and clear of any liens or claims with respect to the use of such Licensed Material in the manner authorized herein, and such use will not give rise to any claims of infringement, invasion of privacy or publicity, or claims for payment of re-use fees, residuals, royalties, or fees. Licensor expressly acknowledges that, if and to the extent that Licensee uses or includes the Licensed Material in or in connection with the Project, it will be in substantial reliance upon the foregoing representations and warranties.
3. Licensor will indemnify, defend, and hold harmless Licensee, their parent, affiliate, or subsidiary entities, and each of their respective officers, directors, members, managers, consultants, employees, contractors, agents, distributors, licensees, successors, and assigns (collectively, “Licensee Parties”) from and against any claim, demand, action, damages, loss, expense (including reasonable attorneys’ fees), and other liabilities (“Claims”) arising from or related to (i) any breach of any of the representations, warranties, or agreements made by Licensor hereunder; and/or (ii) a Claim that the use of any or all of the Licensed Material infringes any intellectual property or other third-party right(s). Licensee will promptly notify Licensor of any such Claim. Licensor will bear full responsibility for the defense of any such Claims. Licensor will keep Licensee informed of, and consult with, Licensee in connection with the progress of any litigation or settlement of any such Claim. Licensor will not have any right, without Licensee’s written consent, to settle any such Claim if such settlement obligates Licensee to make or contribute to a monetary payment; arises from or is part of any criminal or quasi-criminal action, suit, or proceeding; or contains a stipulation, admission, or acknowledgment of any liability or wrongdoing (whether in contract, tort, or otherwise) on the part of any of the Licensee Parties. Licensor will reimburse the Licensee Parties promptly upon demand for any payment made by such Licensee Party(ies) at any time to which the foregoing indemnity applies.
5. Licensor acknowledges that Licensee is under no obligation to produce or distribute the Project or to use, exploit, or include the Licensed Material in any Project. In the event of any breach of this Agreement by Licensee or any dispute or disagreement regarding Licensee’s use or right to use the Licensed Material, Licensor acknowledges and agrees that its sole remedy will be to seek to recover monetary damages (if any) in an action at law, and in no event will Licensor be entitled to (i) seek injunctive or other equitable relief; (ii) enjoin the development, production, exhibition, distribution, broadcast, advertising, marketing, promotion, or exploitation of any Project; and/or (iii) rescind or terminate this Agreement.
6. Licensee acknowledges that its use of the Licensed Material will not affect Licensor’s continued and separate copyright ownership of the Licensed Material. Licensor acknowledges that as between Licensor and Licensee, Licensee will be the sole and exclusive owner of all right, title, and interest in and to the Project, and whether or not the Licensed Material is used or included in or in connection with the Project, Licensor will acquire no rights whatsoever in or to the Project.
7. Licensee will be entitled to assign all or any portion of the rights and licenses granted herein and will be entitled to assign this Agreement, in whole or in part, to any person, firm, or corporation. This Agreement is binding upon and will inure to the benefit of the respective licensees, successors, and assigns of both Licensor and Licensee.
8. This Agreement sets forth the entire understanding of the parties hereto with respect to the subject matter hereof, and there are no other representations, understandings, or agreements between the parties relative to such subject matter. This Agreement and all questions arising hereunder will be governed by and construed in accordance with the laws and decisions of the State of California without giving effect to the principles thereof relating to the conflicts of law, and the parties hereto agree that any suit, action, or proceeding arising out of or relating to this Agreement shall be instituted exclusively in the state or federal courts situated in the Los Angeles County, California.