Licensing Agreement

Effective as of February 1, 2018

Introduction

Greetings! A content publisher (“the Publisher”) reached out using our platform because they loved something you posted online. Tack Works, Inc. (“We” and “Us”) would like to obtain a license from you (“you” or “the Creator”) for the works indicated in the message to be used by the Publisher.

In consideration of allowing Us to use the Creator’s Work as defined herein and under the terms and conditions set forth below, the Creator’s Work could be featured by the Publisher, or an affiliate thereof. The Publisher will use reasonable commercial efforts to provide attribution and credit when platform, layout, and creative considerations allow.

BY AGREEING TO THE TERMS AND CONDITIONS BELOW, THE CREATOR WILL ENTER A BINDING LEGAL AGREEMENT WITH US. PLEASE READ THE TERMS OF THIS AGREEMENT (THIS “LICENSING AGREEMENT”) CAREFULLY BEFORE ACCEPTING THE OFFER AND ENTERING INTO THIS LICENSING AGREEMENT.

Licensing Terms

In consideration of the possibility of having the Creator’s original image(s), photo(s), video(s), name, social media user name, design(s), logo(s), mark(s), and actual or paraphrased statements and/or other intellectual property (the “Creator’s Work(s)”) used by Us, the Creator grants Us a worldwide, royalty-free, perpetual, irrevocable, non-exclusive, paid-in-full, fully sublicensable and transferable right and license to use the Creator’s Work(s) for any use, distribution, public display, transmission, and to publish the Creator’s Work(s) (in whole or in part) on or in connection with our website, the promotion of the website, and/or the promotion of our clients and/or partners and their products or services, throughout the universe, by any and all means of distribution and exploitation now known or hereafter devised, and the right to assign, sublicense or other transfer any and all such rights, in whole or in part, to any third party. We may use or sublicense the Creator’s Work(s) for commercial purposes which may include modifications to the original work(s).

These licensing terms apply only to the works about which We contacted the Creator. These terms do not apply to any of the Creator’s other works.

By Entering into and Accepting this Licensing Agreement, the Creator Represents and Warrants to Us that:

1. That he/she created the Creator’s Work(s) in question;
2. That he/she exclusively owns and controls any and all the rights, title and interest in and to the Creator’s Work(s);
3. That he/she has the full power and authority necessary to enter into and perform under this Licensing Agreement, and that no consent or approval from any other person or entity is required for Creator to enter into and perform under this Licensing Agreement;
4. That any identifiable person in the image(s), photo(s), or video(s) is the Creator or a minor of whom the Creator is the parent or legal guardian, and
5. That for any minors of whom the Creator is the parent or legal guardian, all necessary consent is granted by the Creator, and
6. That he/she is at least 18 years old and able to enter into legally binding contracts on behalf of him/herself.

PLEASE DO NOT ENTER INTO OR ACCEPT THIS LICENSING AGREEMENT IF THE CREATOR DOES NOT HAVE THE RIGHTS TO THE CREATOR’S WORK(S), OR IF ACCEPTING THIS OFFER WOULD VIOLATE ANY PERSON, ORGANIZATION, OR ENTITY’S RIGHTS OR OBLIGATIONS.

Digital Millennium Copyright Act (DMCA) Policy

We have adopted the following policy toward copyright infringement with respect to the Site in accordance with the Digital Millennium Copyright Act ("DMCA"). Copyright Policy. It is our policy to comply with the DMCA and any equivalent law in other countries where the Site is made accessible. We shall:

• block access to, or remove material that We believe in good faith infringe copyright of a third party; and
• remove and discontinue service to repeat infringers.

Copyright Notice. Copyright owners or any agents thereof who believe that any work or content used on or by the Site infringes upon their copyrights may submit a notification pursuant to the DMCA by providing our Copyright Agent (whose contact information is below) with the following information in writing (please consult your legal counsel or see 17 U.S.C § 512(c)(3) for further detail):

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
• Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
• A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
• Such written notice should be emailed to our designated Copyright Agent at: Tack Works, Inc., Attn: DMCA/Copyright Agent, 10531 4S Commons Dr., Suite 659, San Diego, CA 92127 or [email protected].

You acknowledge and agree that if you fail to comply with the requirements dictated above, your DMCA notice may be invalid. Please also note that under Section 512(f) of the DMCA any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

Counter-Notification. If you elect to send Us a counter notice, to be effective it must be a written communication provided to our designated agent that includes substantially the following (please consult your legal counsel or see 17 U.S.C. § 512(g)(3) to confirm these requirements):

• Your physical or electronic signature.
• Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.
• A statement under penalty of perjury that the user has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.
• The user's name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the user's address is outside of the United States, for any judicial district in which the service provider may be found, and that the user will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.

If We receive a Counter-Notification, We may send a copy of the Counter-Notification to the original complaining party informing them that they may replace the removed work or content or cease disabling it in ten (10) business days. Unless the copyright owner files an action seeking a court order against the given work or content provider or User, the removed work or content may be replaced, or access to it restored, in ten (10) to fourteen (14) business days or more after receipt of the counter-notice, at our sole discretion.

Indemnification

You agree to defend, indemnify, and hold harmless Tack Works, Inc., its affiliates, and their respective directors, officers, members, managers, employees, agents, partners, clients, affiliated companies, and each of their related companies (the “Indemnified Parties”) from and against all claims, liabilities, losses, damages, obligations, costs and expenses, including attorneys’ fees, arising out of or related to (a) Creator’s Work(s) provided by you or through use of our website(s); (b) any actual or alleged violation or breach by you of this Licensing Agreement; (c) any actual or alleged breach of any representation, warranty, or covenant that you have made to us; or (d) your acts or omissions.

Dispute Resolution; NO CLASS ACTIONS

By entering into and accepting this Licensing Agreement, you agree that any claim, dispute, or controversy you may have against Us arising out of, relating to, or connected in any way with this Licensing Agreement or the Creator’s Work(s) shall be resolved exclusively in the state and federal courts located in San Diego County, California. By entering into and accepting this Licensing Agreement, you agree to submit exclusively to this jurisdiction. California law shall govern all disputes related to this Licensing Agreement.

TO THE EXTENT ALLOWED BY LAW, WE EACH WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CLASSWIDE BASIS; THAT IS, TO EITHER JOIN A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY, OR ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.

Entire Agreement; Headings; Assignment; Severability

This Licensing Agreement shall constitute the entire agreement of the parties with respect to the subject matter in this document, and is subject to change. No waiver by either party of any breach or default hereunder is a waiver of any preceding or subsequent breach or default.

The section headings used in this Licensing Agreement are for convenience only and shall be of no legal force or effect.

In addition to the Licensing Terms set forth above, We reserve the right to assign this Licensing Agreement, in whole or in part, to any third party at any time.

If any provision of this Licensing Agreement is held invalid by a court of competent jurisdiction, such invalidity shall not affect the enforceability of any other provisions contained in this Licensing Agreement, and the remaining portions of this Licensing Agreement shall continue in full force and effect. If a provision is found to be invalid, the parties hereby request that the intention of the invalid provision be upheld wherever possible. The failure of either party to exercise any of its rights under this Licensing Agreement shall not be deemed a waiver or forfeiture of such rights or any other rights provided by this Licensing Agreement.

How to Accept this Licensing Agreement

The Creator shall accept the terms of this Licensing Agreement by responding to the request posted with a link to this offer using the specified hashtag or any statement that a reasonable person would interpret as acceptance of these terms.