Instagram Image License Agreement

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

WHEREAS, Licensor solely and exclusively owns or controls the rights in the photograph(s), video(s) and/or other image(s) described in the Company’s Direct Message, email or other written communication to Licensor via Instagram and in which a link to this Agreement was included (the “Images”) and wishes to grant to Company a license under those rights, and Company wishes to obtain a license to the Images for the uses and purposes described herein, each on the terms and conditions set forth in this 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 Company and its affiliates, employees, agents, and independent contractors, and each of their respective permitted sublicensees, successors, and assigns (each, a  “Licensee”) the worldwide, perpetual, irrevocable, freely transferable and sublicensable right and license to use the Images in any and all formats and media on Instagram, 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 Licensee under this Agreement include Licensee’s rights: (a) to modify, syndicate, edit, combine with other materials, translate, include in collective works, and create derivative works of the Images in whole or in part (collectively, “Adapted”); and (b) to reproduce, perform (publicly or otherwise), display (publicly or otherwise), syndicate and transmit the Images, in whole or in part, as provided by Licensor or as Adapted for such purposes and uses as are permitted under this Section.

1. 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 Images 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 agreements binding all holders of such Moral Rights not to enforce such Moral Rights against Licensee or any individuals or entities acting on behalf of Licensee or permitted to receive copies of the Images under this Agreement (collectively, “Licensee Parties”).

1. Licensor Obligations. Licensor represents that Licensor has obtained from all persons who are, or whose trademark or other property is, identified, depicted, or otherwise referred to in any such Image, 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.

1. Consideration. Licensor hereby acknowledges and agrees that the intangible benefit Licensor will gain from Licensee’s use of the Images is sufficient consideration for the rights provided to Licensee hereunder and that no fees shall be due to Licensor for the use of the Images by Licensee or the Licensee Parties. Where commercially reasonable, Licensee will tag Licensor on Instagram in conjunction with Company’s use of the Images and/or include a caption identifying Licensor.  Licensor further acknowledges and agrees that no fee or additional consideration is due or owing for the Images and Licensee is under no obligation to make use of the Images.

1. Representations and Warranties. By providing the Images to Company, Licensor hereby represents and warrants that:

1. 1. Licensor has the full right, power, and authority to enter into, perform, and grant the rights and licenses it grants and is required to grant under this Agreement;
   2. the Images are 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 Images, that could conflict or interfere with Licensee’s receipt or exercise of its rights or license hereunder;
   4. Licensor is the sole and exclusive legal and beneficial owner of the entire right, title, and interest in and to the Images, including all copyrights and other intellectual property rights therein;
   5. Licensor is the record owner of the copyright registrations and applications for the Images, if any, and all such issued 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 Licensee and each of the other Licensee Parties to fully and lawfully exercise the Licensee’s rights and licenses under this Agreement;
   7. There is no settled, pending, or, to Licensor’s knowledge, threatened litigation, opposition, or other claim or proceeding regarding the Images;
   8. Any caption, text, or other information Licensor submits for or concerning the Images is true, accurate, complete, and not misleading;
   9. Neither the Images nor the medium on which they are delivered to Company have any material defects, including any virus, malware, or other harmful code; and
   10. the Images do not, and the use thereof as permitted hereunder will not, violate any law or regulation or infringe or otherwise violate any right of any third party, including, but not limited to, any copyright, trademark, patent, trade secret or other intellectual property right, any right against defamation, or any right of publicity or privacy.

6. Indemnification. Licensor shall indemnify, defend and hold harmless Licensee and/or Company and Licensee’s and/or 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 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 Agreement. Any purported assignment, delegation, or transfer in violation of this Section is void. Company may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement. This 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; Waiver. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by the parties.

7.3 Severability. If any part of this Agreement is invalid, illegal, or unenforceable in any jurisdiction it shall not affect any other part of this Agreement or invalidate or render unenforceable such part in any other jurisdiction.

7.4 Governing Law; Submission to Jurisdiction. This 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 (other than any claim under Section 6) that is unable to be resolved informally, the parties agree that any controversy or claim that either party may have against the other, including those arising out of or relating to the construction, application or enforcement of this Agreement shall first be submitted to non-binding mediation in Tampa, FL.  The parties shall equally share in paying for the costs of the mediation. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder that is not resolved via non-binding mediation 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, and each party irrevocably submits to the exclusive jurisdiction of such courts in any suit, action or proceeding arising out of or related to this Agreement or any Images.

7.5 Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, whether written or oral, with respect to such subject matter.