1. You ("Licensor") hereby grants to Maze Corporation. the irrevocable,
non-exclusive, royalty-free, sublicensable (including to Maze
Corporation, Inc.)) right and license to have access to, store, display,
reproduce, use, modify, broadcast, perform, display, distribute, and
exploit in the manner and for the purposes described herein, all images
and content sketches, still pictures, artwork, sketches, digital video
files and such other materials as may be submitted by Licensor hereunder
(collectively, "the Submission") including, without limitation, the
right to include the Submission (as provided by Licensor and/or as
edited by Licensee) as well as the name of the Licensor (and copyright
owner, if different than Licensor) in all programming and on the
websites produced by Maze News and its sublicensees, including updates,
repeats, re-airs and in context promotions, and in promos released to
non-Maze News programs and programs produced by Maze NewsPlus for
Licensee's affiliates, partners, and licensees, as those programs are
distributed worldwide, in all media now known and hereafter conceived or
created, including home video and DVD and Internet and broadband
distribution. Licensee acknowledges that it will receive no compensation
for granting the rights herein, and that consideration for this
agreement shall be the possible showing of the Submission on our or our
licensee's web site and/or marketing materials or in Maze News
programming should the material be chosen for use. 2. In connection with
the Submission, Licensor warrants and represents for the express
benefit of Licensee and its sublicensees (including Maze Corporation. as
a third party beneficiary hereof) that: • he or she is 18 years of age
or older, and has the right to enter into and perform this Agreement and
grant Licensee all the rights granted herein in that it either owns the
Footage or has a license to control the exhibition and distribution
rights thereto; and • there are no agreements, nor shall Licensor enter
into any agreements, which would prevent the fulfillment of this
Agreement or impair or conflict with the rights granted hereunder; and •
the events in the Submission that purport to be factual have not been
staged or altered and/or the Submission depicts the events and persons
as described to Licensee by Licensor. • content is not sexually explicit
or suggestive, dangerous, unnecessarily violent or derogatory of any
ethnic, racial, gender, religious, professional or age group, profane or
pornographic, or contain nudity; • content does not promote alcohol,
illegal drugs, tobacco, firearms/weapons (or the use of any of the
foregoing), any activities that may appear unsafe or dangerous, or any
particular political agenda or message; • content is not obscene or
offensive, endorse any form of hate or hate group; • content does not
defame, misrepresent or contain disparaging remarks about Maze, or other
entities, products, people or companies; • content does not contain
trademarks, logos or trade dress (such as distinctive packaging or
building exteriors/interiors) owned by others, or advertise or promote
any brand or product of any kind, without permission, or contain any
personal identification, such as license plate numbers, personal names,
e-mail addresses or street addresses; • content does not contain
copyrighted materials owned by others (including music, photographs,
sculptures, paintings and other works of art or images published on or
in websites, television, movies or other media) without permission; •
content does not contain materials embodying the names, likenesses,
photographs, or other indicia identifying any person, living or dead,
without permission; • neither content nor the manner in which it was
obtained violates or has violated any law or the rights of any
individual or entity. 3. Licensor agrees at all times to indemnify,
defend and hold harmless Licensee, its related subsidiary and parent
companies, and affiliates, and their respective officers, directors,
employees, sublicensees and agents, from any and all claims, damages,
liabilities, costs, and expenses, including reasonable legal fees,
caused by or arising from: (i) any misrepresentation concerning the
Submission or elements thereof by the Licensor; and/or (ii) any
distribution or other authorized use of the Submission or elements
thereof by the Licensee; and/or (iii) the breach of any warranty or
representation made by Licensor hereunder, including but not limited to
any claim relating to rights in the Submission (i.e. claims of
copyright, unfair competition, breach of contract, fraud,
misappropriation, invasion of privacy, and right of publicity). 4.
Nothing contained in this Agreement shall be deemed to obligate Licensee
to broadcast or use the Submission. 5. This Agreement and all
collaterally related issues shall be governed by European law. Federal
and state courts situated in Europe, Germany (i.e., Berlin) shall have
sole jurisdiction and venue to resolve disputes hereunder and the
parties hereto irrevocably submit to such jurisdiction and venue (and
waive any claim that such forum is inconvenient). This Agreement
contains the entire agreement of the parties, supersedes all prior
agreements on this subject matter and cannot be modified orally. 6.
Licensor understands and accepts that Licensor's submissions may be the
same as or similar to submissions made by others. All submissions remain
the property of Maze News and will not be returned or acknowledged.
Licensor further acknowledges and agrees that any and all Submissions
may be used, in whole or in part, by Maze News and that any Submission
made is not being made in confidence or trust and that no confidential
or fiduciary relationship is intended or created between Licensor and
Maze News in any way, and that Licensor has no expectation of any
compensation or consideration of any type.
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