YouBowl Multimedia -- where it's all about YOU!

YOUBOWL CONTENT SUBMISSION TERMS

All user-submitted content, via any and all YouBowl Multimedia websites, shall be subject to the License Agreement outlined below.

This License Agreement is between the Licensor of Media Content (“Licensor”) and YouBowl Multimedia LLC (“Licensee”).

1. LICENSE.

     1.1 Grant. Licensor hereby grants to Licensee a non-exclusive, royalty free, worldwide license (the "License") for the display, downloading, reproduction, copying, distribution, use, posting, preparation of derivative works and publication on Licensee Affiliated Sites of all Media Content uploaded by Licensor to any and all Licensee Affiliated Sites (the "Licensed Content"). “Media Content” means any electronic file containing (i) audio, video, or imagery content, and (ii) artistic, literary, or editorial content for which appropriate licensing rights are duly vested in Licensor. "Licensee Affiliated Sites" means (i) the Web site located at (a) http://www.youbowl.com, (b) http://www.thebowlchannel.com, (c) http://www.worldbowlingnews.com, (d) http://www.youbowltv.com, (e) http://www.wbowl.com, (f) all sites, residing on owned or dedicated servers licensed to Licensee, that are not sublicensed to outside parties, and (ii) Web sites or Web pages hereafter created or established by the Licensee or by third parties working with the Licensee. Users of any Licensee Affiliated Site are granted the non‑exclusive right to download, reproduce and copy for their own personal use the Licensed Content that appears on the Licensee Web Site.

     1.2 No Fee. It is understood by Licensor that Licensee shall not be subject to any fee, payment, or other monetary on non-monetary consideration for the use and disposition of Licensed Content as permitted under the terms of this License Agreement.

     1.3 No Obligation to Use. The parties expressly understand and agree that it is within the sole discretion of Licensee as to whether or not it will display, reproduce, copy, distribute, use, post or publish the Licensed Content in any manner. The look, feel, format, and presentation of any Licensed Content on the Licensee Affiliated Sites, together with any other content, ads, links, and navigation bars surrounding the Licensed Content shall be within the sole discretion of Licensee. Licensee may edit the Licensed Content in a manner consistent with Licensee’s editorial policies.

     1.4 Cost. If Licensee does decide to use the Licensed Content, it shall be solely responsible for the cost of creating the Web pages containing the Licensed Content and hosting of those pages.

     1.5 Term. The term of the License shall be for a period of one (1) year from the original date that Licensed Content was uploaded to Licensee Affiliated Site (the "Term"). The Term shall be automatically renewed for successive one (1) year periods unless either party elects to terminate the License through written notice to the other party at least 30 days prior to the end of the initial Term, or renewal Term, as the case may be.

     1.6 Name. Licensor hereby also grants to the Licensee a non-exclusive, fully paid-up, royalty free, worldwide license to use, post, and publish Licensor's names, logos, trademarks and service marks (collectively, "Brands") in connection with the grant set forth in Section 1.1. Licensee shall use its reasonable efforts to comply with Licensor's trademark policies communicated to Licensee in writing with respect to use of the Brands.

     1.7 Retention of Ownership. Each party acknowledges that as between the parties, Licensor shall retain ownership or other intellectual property rights with respect to the Licensed Content and the Brands, subject to the grant of licenses hereunder.

2. HYPERLINKS.

     2.1 Licensee Hyperlinks. To the extent that any of the Licensed Content is posted on Licensee Affiliated Sites, the first Web page containing a piece of the Licensed Content will contain a hyperlink to the Licensor site and an acknowledgement that Licensor is the owner or licensor of the Licensed Content.

3. PROMOTIONAL MATERIALS, PROPRIETARY RIGHTS, AND ADVERTISING.

     3.1 Press Releases. If either party elects to issue a press release relating to this Agreement, that party will prepare any such press release and will first submit the press release to the other party for its consent, which consent shall not be unreasonably withheld or delayed.

4. REPRESENTATIONS AND WARRANTIES.

     4.1 General Representations and Warranties. Each party represents and warrants to the other that it has the right to enter into this Agreement and perform its obligations hereunder in the manner contemplated in this Agreement; that this Agreement shall not conflict with any other agreement entered into by it; and that the person executing this Agreement is properly authorized to do so.

     4.2 Rights Licensor represents and warrants to Licensee that:

    (a) The Licensed Content is owned or licensed by Licensor and does not breach or infringe any copyright, common law right, or other right of any third party; and

    (b) The Licensed Content does not contain any matter that is libelous, defamatory, threatening, pornographic, harassing, hateful, racially or ethnically offensive, encourages conduct that would be criminal, gives rise to civil liability, obscene, an invasion of privacy, or otherwise unlawful.

    (c) Licensor owns or has the necessary licenses, rights, consents, and permissions to use and authorize Licensee to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all of the Licensed Content.

    (d) Licensor has the written consent, release, and/or permission of each and every identifiable individual person in the Licensed Content to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the Licensed Content by Licensee in the manner contemplated by this Agreement.

5. MISCELLANEOUS.

     5.1 This Agreement constitutes and contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior or contemporaneous oral or written agreements. Each party acknowledges and agrees that the other has not made any representations, warranties or agreements of any kind, except as expressly set forth herein. This Agreement may not be modified or amended, except by an instrument in writing signed by duly authorized officers of both of the parties hereto. This Agreement may be executed in counterparts each of which shall be deemed an original and all such counterparts shall constitute one and the same agreement. This Agreement will be deemed entered into in the County of Los Angeles, California and will be governed by and interpreted in accordance with the laws of the State of California, excluding that body of law known as conflicts of law. The parties agree that any dispute arising under this Agreement will be resolved solely and exclusively by confidential binding arbitration under the commercial arbitration rules of JAMS in effect at the time the arbitration is initiated. The arbitration shall be held in Los Angeles, California. Each party shall pay its own attorneys’ fees and costs related to the arbitration and ½ of the arbitrator’s fee. The language in this Agreement shall be construed as to its fair meaning and not strictly for or against either party, notwithstanding any rule of construction or statute that any ambiguities in a contract can be construed against the drafter.