THIS LICENSE AGREEMENT, AS AMENDED FROM TIME TO TIME (THIS “AGREEMENT”), IS A BINDING CONTRACT BETWEEN LEAF GROUP LTD. (INCLUDING ITS AFFILIATES AND SUBSIDIARIES, COLLECTIVELY, “LEAF GROUP”) AND YOU (“YOU”). YOU MUST READ AND AGREE TO THIS AGREEMENT, INCLUDING THE SOCIETY6 PRIVACY POLICY, BY REPLYING WITH @ MENTIONING @SOCIETY6 + #SOCIETY6YES AND/OR USING THE HASHTAG #SHAREMYSOCIETY6 OR #SHARESOCIETY6.

For good and valuable consideration, the receipt and sufficiency of which you acknowledge,

INTENDING TO BE LEGALLY BOUND, YOU AGREE AS FOLLOWS:

a. You will retain any right, title and interest in your text, images, video, and other content (collectively, the “Content”).

b. You grant to us and our Affiliates, and our/their respective parents, subsidiaries, agents, licensees, successors, and assigns, a worldwide, non-exclusive, irrevocable, perpetual, paid-up, royalty free right and license to use, reproduce, distribute, display, exhibit and otherwise exploit worldwide the Content and your name, likeness, photograph and biographical material solely in conjunction with the Project, by any and all means in all media now known or later developed, including in connection with the Properties.

c. If and to the extent that you embed any third party materials in the Content, you hereby grant and promise to grant and have granted to us, and our Affiliates, a royalty-free, non-exclusive, sublicensable, assignable, transferable, irrevocable, perpetual world-wide license in and to the third party materials and any applicable intellectual property rights embedded in the Content to use, reproduce, distribute, display and otherwise exhibit worldwide in any media currently known or hereafter devised without any further payments by us.

d. Upon our request to you, you shall promptly supply us with all rights documentation, including but not limited to, license agreements, image/artwork releases, appearance releases, location agreements, permits, and any other documentation required to exploit, display or distribute the Content.

You are an independent contractor and are not authorized to make representations or commitments to third parties on behalf of us or our Affiliates (as defined herein). Nothing in this Agreement shall render you an employee, worker, agent, or partner of Leaf Group or its Affiliates and you shall not hold yourself out as such.

You agree to defend, indemnify and hold Leaf Group, its Affiliates and each of their respective licensees, successors, and assigns (and their respective officers, directors, shareholders, employees, attorneys, and agents of each of the foregoing) harmless from and against any and all liability, loss, costs, damages, claims, demands, judgments and/or expenses (including, but not limited to reasonable attorneys’ fees and legal costs) arising out of any breach by you of any of your representations, warranties and/or agreements set forth in this Agreement and/or any negligent act or omission by you or any of your employees or subcontractors. You will not agree to any settlement that imposes any obligation or liability on us without our prior written consent.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE WILL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR CONSEQUENTIAL (INCLUDING BUT NOT LIMITED TO LOST OPPORTUNITIES OR PROFITS), SPECIAL OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY IN RESPECT OF ANY LOSS OR DAMAGE SUFFERED BY YOU AND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR FOR BREACH OF STATUTORY DUTY OR IN ANY OTHER WAY, SHALL NOT EXCEED THE AMOUNT PAYABLE BY US TO YOU UNDER THIS AGREEMENT.

This Agreement will be interpreted according to the laws of the State of California, United States of America, excluding those choice of law principles or other laws that would give effect to the laws of a different jurisdiction. You agree that any claim or dispute you may have against us must be resolved exclusively by a state or federal court located in Los Angeles County, California. You agree to submit to the personal jurisdiction of the courts located within Los Angeles County, California for the purpose of litigating all such claims or disputes.

a. Severability. If any provision of this Agreement is held to be invalid or unenforceable such invalidity or unenforceability shall not affect the other provisions of this Agreement which shall remain in full force and effect. If any provision of this Agreement is so found to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question shall apply with such deletion(s) as may be necessary to make it valid.

b. Assignment. You may not assign or otherwise transfer any of your rights or obligations under this Agreement. This Agreement will be binding upon, inure to the benefit of, and will be enforceable by and against, any applicable successors, heirs, beneficiaries, personal representatives, and assigns. We may assign this Agreement without your consent.

c. Data Protection. You consent to us and our duly authorized agents and employees holding and processing both electronically and manually the data (including personal sensitive data and information contained in email, email attachments and other forms of electronic communication) that we collect, store or process that relates to you, for the purposes of the administration and management of our contractors and business and for compliance with applicable procedures, laws and regulations.

d. Survival. Any provision herein which, by its nature, should survive the expiration or earlier termination of this Agreement, shall survive the expiration or earlier termination of this Agreement.

e. Entire Agreement; No Waiver. This Agreement constitutes the entire agreement between the parties with respect to this subject matter and supersedes all prior understandings and agreements relating thereto. This Agreement applies to the Content submitted to us by you. Any material modifications to this Agreement must be agreed to in writing by both parties. A party does not waive any right under this Agreement by failing to insist on compliance with any of the terms of this Agreement or by failing to exercise any right hereunder.