Licensing Agreement

VIDEO LICENSING AGREEMENT

You and We agree:
1. This binding contract is referred to as “Agreement,” or “Contract.” You have read and understand and agree to all of it.
2. You are at least 18 years of age. If You are under the age of 18 or under a conservatorship or guardianship where You can’t agree to contracts Your parent or legal guardian or conservator must ratify, consent to Your entering into the Agreement, or co-sign and enter into the Agreement, and each amendment, themselves, and on Your behalf. If You are submitting Content on behalf of any entity You represent and warrant that You have the authority to bind such entity to the Agreement.
3. “Content” includes all forms of copyrightable works, including video, audiovisual works and recordings, sound recordings and music, musical compositions including lyrics, photographs (including bursts), drawings, graphics, artwork, literary material, writings (including electronic, texts, snaps, etc.), designs, inventions, ideas, concepts, pitches, and other intellectual property rights thereto, as well as all original materials created by You which are incorporated therein, also including, character characterizations, Your and/or other persons’ names, likenesses, voices, usernames, profiles, actions, appearances, performances and/or other biographical information or material, and/or other similar materials that are submitted, posted, uploaded, displayed, distributed, communicated to us, or otherwise provided to us.
4. “Submit,” or “Submitted” to us has a plain English meaning of Your having given, uploaded, or otherwise provided to Us.
5. You warrant and represent that except as set forth herein (a) You will not submit or grant, and have not submitted or granted, any rights in or to the Content to any third party , including any multi-channel network, or individual, or entity, that uses any social media sites, except directly to social media sites (e.g., YouTube, Facebook, Instagram, etc.) under your own account or channel for the sole purpose of posting on such social media site with no other rights in the Content granted to such site, subject to Pit Viper’s rights to claim, monetize, remove, or to have removed, the Content: (b) (1) a) immediately prior to entering into this Agreement whereby You transfer ownership to Pit Viper, You were the sole and exclusive owner of the Content and all rights therein that You submit, b) You have the full right and authority to enter into this Agreement and to grant all rights granted herein and c) You agree not take any action to impair the rights You are granting and have granted herein; (2) the use, making, exhibition, distribution and/or other exploitation of the Content does not violate or infringe the rights of others or constitute a defamation or invasion of their privacy or right of publicity; (3) You have not falsely identified any individual involved in the authoring or making of the Content or any individual or entity whose appearance or voice is incorporated in the Content; (4) You have obtained all necessary consents and permissions required for Pit Viper to fully exploit the Content, including the rights described and granted herein; (5) the Content and its use by Pit Viper does not fall under the jurisdiction of any guild or union (for example, Director’s Guild, SAG-AFTRA, Writers Guild, etc.); (6) The Content conforms to the requirements of this Agreement.
6. YOUR USE : We grant back to You a limited, non-transferable, non-commercial, revocable, personal use license in the Content for the purpose of your personal use, including using the Content on Your personal social networking account(s) online and in social media sites (e.g., YouTube, Instagram, and Facebook) for the sole purpose of posting on such social media site with no other rights in the Content granted to you or such site, subject to Pit Viper’s rights to claim, monetize, remove, or to have removed, the Content. This license does not in any way permit You to license, sell, transfer, or otherwise commercialize or monetize the Content with any third-party, including exhibiting and/or distributing the Content except as described in this paragraph.
7. PERPETUAL ROYALTY-FREE, EXCLUSIVE UNIVERSE-WIDE TRANSFER, GRANT AND ASSIGNMENT OF COPYRIGHT : By submitting Content to Us, and by doing so, or otherwise, entering into this Agreement and agreeing, You irrevocably TRANSFER, GRANT, AND ASSIGN FULL AND COMPLETE OWNERSHIP of all rights in relation to the Content to Collab, Inc., d/b/a Pit Viper (“Pit Viper”). Each such transfer/assignment i rrevocably grants

Pit Viper (for any and all uses at all) the sole and exclusive universe-wide ownership of all right, title and interest, fully-paid, royalty-free, licensable and transferable (in whole or part) in and to the Content and all elements, including to exhibit, comment on, modify, create derivative works in Pit Viper’s sole and unfettered discretion, in, on, and via all methods, and means, now known or hereafter devised or invented for any and all purposes, without further notice to You without the expectation or requirement of any (additional) permission from or payment to You or to any other person or entity. You may not and will not make, license, or allow any use of any portion of the Content, including any fair use right (including any actual or so-called transformative, or satirical use, or parody). You understand and acknowledge that you are contracting away your fair use rights. You will execute additional documents a, to give effect to the assignment to, and vesting of ownership in, Pit Viper of the Content and all other rights. If Pit Viper is unable, for any reason, to secure Your signature to memorialize the grant, transfer, or assignment of any rights in and to any Content or rights under this Agreement, You hereby irrevocably designate and appoint Pit Viper and Pit Viper’s duly authorized officers and agents as Your agents and attorneys-in-fact to act for and on Your behalf and instead of You to take all lawfully permitted acts in furtherance thereto and to enforce its rights under and to such Content and all other rights, all with the same legal force and effect as if executed by You. The foregoing is deemed a power coupled with an interest and is irrevocable. You also give Us the right to use Your real and professional name, street name, or nom de guere , voice, likeness (picture or video), biographical information, appearance and performance in and in connection with the Content (collectively, the “Personal Rights”). If you have applied for or received a copyright registration in connection with the Content or any portion of the Content You will immediately notify us of that.

8. Your exclusive assignment, transfer, grant of ownership, of all rights to Pit Viper of the Content, (or exclusive license of copyright in and to the Content if a court or arbitrator were to find that, for some reason, ownership of the Content was not properly transferred to Pit Viper), and this Agreement are supported by reasonable and valuable consideration, the receipt and adequacy of which is or are hereby acknowledged by You. You acknowledge that such consideration includes the mere possibility of Pit Viper’s (as defined, and naturally its other licensees) use or display and/or distribution of the Content, and the mere possibility of the publicity and promotion by Pit Viper’s use or display and/or distribution of the Content, and the mere possible use of Your Personality Rights.

9. You (and Your heirs) waive any Moral Right. You hereby give a Moral Rights Consent or Waiver. which is a waiver of so-called moral rights to the maximum extent permitted by applicable law and an unconditional consent to any act or omission in relation to the Content by or on behalf of PitViper, or any other licensee or subsequent owner of copyright in the Content, including an act or omission which might or would, but for this Agreement, violate or infringe Moral Rights.

10. While a third party which We refer to as “Compiler” is involved in the Agreement in that Compiler and Pit Viper have entered into an agreement whereby Compiler has agreed, under certain circumstances to help promote certain content You are entering into this Agreement with Pit Viper and the entity that controls it, and its successors, subsidiaries, affiliates, or assignees (collectively, "PIT VIPER", "we", "us", "our ", whether in bold, UPPERCASE, lowercase, or a COMBination); and in certain instances it’s or their licensees or licensors may also have or be granted rights by Pit Viper so as to effectuate some or all of the purposes and intent of this Agreement. The Compiler (third party) is, at the option of Pit Viper, deemed to be a Pit Viper licensee, without Our having to repeat that multiple times throughout this Agreement. The Compiler is not a direct party to this Agreement and you waive any and all rights or claims to assert that You are a third party beneficiary to any agreement between the Compiler and Pit Viper, and you waive any and all rights and claims against, and release any and all claims, and as pertains to the Compiler.

11. We and our licensees (including, of course, the Compiler) don’t have to use or promote the Content, the Personality Rights, or any of the rights you grant us, and even if we don’t you don’t get any of the rights back.
12. In order to have submitted Content to us You used Our Site. In doing so You agreed to the Terms of the Site. The following sections and sub-sections of the Terms of the Site are hereby integrated by reference as though they were set forth in full herein, and You again agree to them as part of this Agreement, with the addition of the words and concepts of “the Content,” and “this Agreement,” so that, for

example, where in the Terms of the Site a sentence might read something such as “in connection with your accessing or using the Site,” such sentences are amended and deemed to state in this Agreement something more

along the lines of “in connection with the Agreement, the Content, or Your accessing or using any Site[ 1] ,” and the

word “Agreement” is substituted for and replaces the word “Terms.” You agree that prior to entering into this Agreement you returned to the Terms of the Site and re-read those referenced and integrated sections and sub-sections:
Sec. 10 - ADDITIONAL DISCLAIMER OF WARRANTIES AND PROMISSORY ESTOPPEL

Sec. 11.1 - LIMITATION OF LIABILITY
Sec. 11.2 LIMITATION OF DAMAGES
Sec. 11.3 - LIMITATIONS BY APPLICABLE LAW
Sec. 11.4 - BASIS OF THE BARGAIN
Sec. 14 – INDEMNIFICATION, DEFENSE & RELEASE . With additional emphasis that You agree that all rights You
may have under Section 1542 of the California Civil Code and any similar law of any state or U.S. territory, any similar federal law, or any similar common law or principle of similar effect, are hereby expressly waived. You acknowledge and understand that Section 1542 of the California Civil Code reads as follows: “ A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
Sec. 15 - CLAIMS / TIME LIMITATION
Sec. 21 - GENERAL
13. If you have a dispute with, or you think you have a claim against us, before You file a lawsuit or institute litigation You must and will first send to Us, by both certified mail a nd email, a completed form Notice of Dispute ("Notice"). You may download a form Notice from https://s3-us-west-2.amazonaws.com/collab-uncle/Notice_of_Dispute.pdf. The Notice to Pit Viper is to be both mailed or otherwise delivered to Pit Viper, 1950 S 900 W, Suite 11, Salt Lake City UT 84104, and by email to info@pitvipersunglasses.com with the following in the subject line: "Notice Of Dispute.” We may email You a confirmation of receipt of Your Notice and require that You verify that You submitted the Notice. If we do, and we do not promptly receive back a verification then You agree that Your attempt to give Notice is deemed ineffective. Though Pit Viper is not obligated to provide You with any notice before it files a lawsuit or litigation against You Pit Viper may send any Notice to You to the email address we have on file associated with our agreement, if we have one, or any other commercially reasonable method (including social media); it is Your responsibility to keep Your contact information up to date. All information called for in the Notice must be provided, including a description of the nature and basis of the claims the party is asserting and the relief sought. 14 . CLASS & CONSOLIDATION WAIVER; WAIVER OF TRIAL BY JURY. PROHIBITION OF CLASS AND
REPRESENTATIVE ACTIONS AND NON-INDIVIDUALIZED RELIEF. WE EACH AGREE THAT ANY AND ALL DISPUTES
OR CLAIMS RELATING IN ANY WAY TO THE SERVICES OR THIS Agreement MUST BE BROUGHT IN THE PARTY’S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE OR CONSOLIDATED PROCEEDING. BY ENTERING INTO THIS Agreement YOU AND PIT VIPER
WAIVE ALL RIGHTS TO A JURY TRIAL , instead electing that the dispute be resolved by a judge. IN ADDITION, YOU MAY ONLY RESOLVE DISPUTES WITH US ON AN INDIVIDUAL BASIS, AND YOU AGREE TO WAIVE THE RIGHT TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION OR LITIGATE ON A MULTI-PARTY, CLASS-WIDE, OR CONSOLIDATED BASIS. CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, MULTI-PARTY, AND CONSOLIDATION WITH OTHER LITIGATIONS OR CASES AREN'T ALLOWED. UNLESS BOTH YOU AND PIT VIPER AGREE OTHERWISE IN WRITING DURING THE LITIGATION, THE COURT(S) MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, MULTI-PARTY, OR CLASS PROCEEDING. ALSO, THE COURT MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING

RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER USERS OR PARTIES. YOU AGREE THAT YOU HAVE EXPRESSLY AND KNOWINGLY WAIVED THESE RIGHTS.
15 . MORE GENERAL

o Pit Viper reserves all rights not expressly granted in this Agreement.
o The provisions of this Agreement, which by their nature should survive the termination or expiration of this Agreement, will survive such termination or expiration. These include sections 5 through 21.
o This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same instrument, respectively.
o You declare under penalty of perjury under the laws of the State of Utah and of the United States that all statements made, and information provided, by You in connection with this Agreement are true and correct, that the name you provide is Your legal name, and that the signature below is Your legal signature.

THIS IS A LEGAL DOCUMENT. YOU AGREE THAT, SUBJECT TO THE TERMS HEREIN, YOU ARE EXCLUSIVELY TRANSFERRING ALL YOUR RIGHTS IN THE SUBMITTED CONTENT TO C.CLIPS ITS PARENTS, AFFILIATES AND/OR ASSIGNS, IN PERPETUITY, IN ALL MEDIA, THROUGHOUT THE UNIVERSE. By signing and submitting or returning the Agreement to us You agree that You have read the above and agree to the Agreement. Your submission of Content is Your agreement and is deemed to be your agreement that you have the ability to and consent to enter into contractual agreements electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSION CONSTITUTES YOUR WRITTEN AGREEMENT AND ELECTRONIC SIGNATURE AND YOUR INTENT AND AGREEMENT TO BE CONTRACTUALLY AND LEGALLY BOUND BY AND TO THE AGREEMENT .

__________________________ Full Legal Name

___________________________ My Signature

___________________________ Date

___________________________ My Email Address

_________________________________________________________________________________ Clip URL or Filename

Exhibit re Ratification by Parent / Guardian of Minor or Conserved Person
IF THE SUBMITTER OF THE CONTENT IS BETWEEN 13 AND 18 YEARS OF AGE, OR IS UNDER A CONSERVATORSHIP OR GUARDIANSHIP, YOU MUST HAVE YOUR PARENT, CONSERVATOR, OR LEGAL GUARDIAN READ AND AGREE TO THE FOLLOWING:

Dear parent or legal guardian or conservator, You agree that you are allowing your minor child or ward to submit Content to us, and you are consenting to your child or ward entering into the Agreement, or you, dear parent or guardian or conservator, ratify, co-sign, and enter into the Agreement, and each amendment, yourself, and on behalf of your child or ward. So even though we say “You,” if the Content submitter is under 18 years old or under a conservatorship it may be construed that it is the parent or legal guardian or conservator of the under 18 year old person who is the You entering into this Agreement, until the under 18 year old not under conservatorship becomes 18 at which time the under 18 year old is deemed to ratify and affirm this Contract, though the parent of guardian or conservator remains liable for certain things, like indemnification and defense. Sort of like a parent co-signing for a car loan: if the child misses payments the parent is still on the hook. We are entitled to rely upon the agreement hereto to be by a person18 years old or older and legally able and competent to enter into binding contracts. We may also send you an email with this Agreement within or attached to the email and require you to sign the Agreement again and email that back to us. If we do not send you that email that does not invalidate your execution of this Agreement. If we do send you that email and you do not sign the Agreement again and email that back to us that does not invalidate your execution of this Agreement.

I, the parent or legal guardian (referred to as “I” or “Guardian”) represent and warrant that I am either: (i) the parent (with sole or shared custody, as applicable) or (ii) the legal guardian of the minor child or conserved person (the “Minor”) (who is a User of the Services or submitting Content to You) and that I have the legal capacity to enter into irrevocable, binding agreements on behalf of the Minor. I, both individually and on behalf of the Minor and as the Minor’s parent or legal guardian, agree to be bound by all of the provisions of this Agreement. As a material part of the consideration inducing Pit Viper to enter into the foregoing Agreement with the Minor, including in relation to the Content and the possible benefits arising therefrom, I hereby: ratify and approve each and all of the terms, conditions, covenants, warranties, representations, rights, indemnities, releases and obligations contained in the agreement; agree to attempt to secure and to do nothing directly or indirectly to hinder or prevent the full performance thereof by the Minor; consent to the use of Minor’s Persoanlity Rights (e.g., name, likeness, and voice) as provided in the agreement, in and in connection with the production, distribution, exhibition, exploitation and promotion of the Content / Program; and irrevocably guarantee and warrant that Minor will not disaffirm or disavow the Agreement on the grounds that Minor is a minor at the date of the execution thereof, or on any other similar grounds.

This guarantee shall be applicable as well to any modification, amendment, extension, renewal or substitution of the agreement, and to the agreement as modified by any waiver. If Pit Viper elects to seek Court approval of this agreement, I, in consideration of the execution of the agreement by Pit Viper further agree to cooperate with Pit Viper to secure the approval, by a Court of competent jurisdiction, of the agreement. I agree to indemnify and hold the Releasees (as defined in the Agreement) harmless from and against any and all claims, liabilities, costs or expenses, including reasonable attorneys’ fees which may arise from the breach or alleged breach by Minor or Guardian of the foregoing.

I ACKNOWLEDGE THAT MY ELECTRONIC SUBMISSION(S) OR TYPING IN MY NAME BELOW CONSTITUTES MY WRITTEN AGREEMENT AND ELECTRONIC SIGNATURE AND MY INTENT TO BE CONTRACTUALLY AND LEGALLY BOUND BY AND TO THE Agreement .

__________________________
Full Legal Name of Minor Child or Conserved Person

__________________________
Full Legal Name of Parent or Guardian

___________________________ My Signature

___________________________ Date

___________________________ My Email Address

[1] As used herein “Site” means and includes websites, mobile sites, platforms, programs, and service.