1. You ("Licensor") hereby grants to Murmur, LLC and the band Jets Overhead ("Licensee"), the irrevocable, non-exclusive, royalty-free, sublicensable 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 image 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) on the website tellmewhatyoureallywant.com produced by Murmur, LLC and the band Jets Overhead, including promos 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 the tellmewhatyoureallywant.com web site and/or marketing materials for Murmur, LLC and/or Jets Overhead 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 that:
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 Murmur, LLC and the band Jets Overhead 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 Murmur, LLC and the band Jets Overhead 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 Murmur, LLC and the band Jets Overhead in any way, and that Licensor has no expectation of any compensation or consideration of any type.