1. You ("Licensor") hereby grants to Chew Productions, Inc. and American Broadcasting Companies, Inc. (collectively, “Licensee”) the irrevocable, non-exclusive, royalty-free, sublicensable (including to Autodesk, 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 Licensees and their sublicensees, including updates, repeats, re-airs and in context promotions, and in promos 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 Licensee’s 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 Autodesk, Inc. 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 Licensees, 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 New York law. Federal and state courts situated in New York, New York (i.e., Manhattan) 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 Licensee 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 Licensee 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 Licensee in any way, and that Licensor has no expectation of any compensation or consideration of any type.