Content Usage Agreement

This Content Usage Agreement (“Agreement”) is between Carlin Haynes, LLC [DBA TMX] (“Carlin Haynes”) and any individual or entity (“You” or “Licensee”) licensing any picture, video, audio, footage or any other content (“Content”) from the TMX platform. This Agreement governs Your use of any Content ordered through the TMX Platform.

BY CLICKING A LINK TO DOWNLOAD ANY CONTENT OR BY OTHERWISE DOWNLOADING, OR ATTEMPTING TO DOWNLOAD, ANY CONTENT, YOU REPRESENT THAT YOU HAVE READ AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, BY CLICKING SUCH A LINK OR BY OTHERWISE DOWNLOADING, OR ATTEMPTING TO DOWNLOAD, ANY CONTENT, YOU REPRESENT THAT YOU HAVE AUTHORITY TO BIND THAT ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY OR YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT CLICK A LINK TO DOWNLOAD ANY CONTENT, OR OTHERWISE DOWNLOAD, OR ATTEMPT TO DOWNLOAD, ANY CONTENT.

1. Order. You will have entered in an online order with Carlin Haynes for a license or sublicense (as applicable) to Content listed in an order confirmation from Carlin Haynes (“Order Confirmation”). Carlin Haynes owns, or has licensed from third parties (each of Carlin Haynes or such third parties, as applicable, “Licensors”), all necessary rights in and to the Content, and subject to the terms of this Agreement, Licensee may incorporate the Content into its own content (“Licensee Content”), which may be distributed worldwide, in all media now known and hereafter devised, in any and all languages, and on-air promotion and advertising relating thereto, in perpetuity.

2. License. Subject to the terms of this Agreement, Carlin Haynes grants to Licensee a perpetual, non-exclusive sublicense (or license where the Content is owned by Carlin Haynes) to, (1) publish, transmit, broadcast, distribute, perform, and display (publicly and otherwise) the Content solely as incorporated in the Licensee Content and (2) transcode or otherwise modify the Content solely as needed to incorporate the Content into the Licensee Content or remove any watermarks or similar Licensor-specific identifiers from the Content.

3. Ownership. The Content is licensed and not sold. As between the parties, the Licensor exclusively owns and retains all rights, title, and interest in and to the Content and all additions and modifications to the Content, including all intellectual property rights therein.

4. Restrictions. Licensee may permit any prior-approved third party, to (1) assign, sublicense, or otherwise transfer the Content, or any portion thereof, to any entity, including (a) any parent, subsidiary or corporate affiliate or (b) any other network, network affiliate, programmer, producer, journalist, documentarian and (2) modify, make derivative works of, publish, transmit, broadcast, distribute, perform, display (publicly and otherwise) or otherwise use the Content, in each case. For the sake of clarity, if Licensee is a network, program, or news segment, the restriction in clause (1) (b) in this Section will not prevent Licensee from assigning, sublicensing, or otherwise transferring the Content to other programs or news segments that air or stream on the same network). Additionally, this Section will not prevent Licensee from assigning, sublicensing, or otherwise transferring any or all rights to the Content granted under this Agreement if the Content is (i) being assigned, sublicensed, or transferred for use in Licensee Content that is a contiguous, long-form program or (ii) is used in advertisements, promotions, or publicity related to the Licensee Content.

General Provisions

5. Warranties; Disclaimer; Indemnity; and Liability.

5.1 Mutual. Each party represents and warrants that: (a) it has the full corporate right, power, and authority to enter into this Agreement and perform the acts required hereunder; (b) this Agreement will be enforceable against it; and (c) the entry into and performance of this Agreement by it do not contravene other agreements, applicable law, or orders to which it is subject.

5.2 Content. Carlin Haynes provides the following representations and warranties with regard to Content; content indicated on usetmx.com that is owned or licensed by Carlin Haynes: (a) it has the full legal right, power and authority to grant the rights in its Content used by Licensee under this Agreement; (b) it owns or controls the complete exhibition and other rights in and to its Content;(c) the Content will have a level of accuracy, truthfulness, and completeness meets or exceeds industry-accepted journalism standards; (d) it has the permission to use the name, image, and likeness of all individuals featured in the Content, and the Content does not misappropriate or misidentify the name, image, and likeness of any individual; and (e) neither the Content nor the use of the Content as permitted herein will(i) violate any applicable laws, rules, or regulations; (ii) be libelous, slanderous, defamatory, obscene, abusive, pornographic, threatening, or an invasion of privacy; (iii) constitute an infringement, misappropriation, or other violation of the intellectual property rights, publicity rights, privacy rights, or other rights of any third party; (iv) be illegal in any way or advocate illegal activity; (v) be an advertisement or solicitation of any kind; (vi) be false, misleading, or inaccurate ;or (vii) be spam, a part of a pyramid scheme, a disruptive commercial message or disruptive advertisement. For content on usetmx.com indicated to be uploaded by a third party, the website Terms & Conditions are in place, including a pass-through agreement between the content provider/licensor and you.

5.3 License. Licensee represents and warrants that its use of the Content will not infringe upon or violate the intellectual property rights, privacy rights, or publicity rights, or constitute a libel or slander against, or violate any common law or any other right of, any person or entity.

5.4 Indemnity. Carlin Haynes provides the following indemnity with regards to its Content; content indicated on usetmx.com that is owned or licensed by Carlin Haynes. Carlin Haynes agrees to indemnify, defend, and hold harmless Licensee, its current and future related companies, its affiliates and permitted sublicensees, and its and their respective directors, officers, managers, members, shareholders, employees, agents, successors and assigns, from and against any claim, suit or demand and all losses, liabilities, damages, judgments, settlements, costs and expenses (including but not limited to reasonable attorneys’ fees incurred or those necessary to successfully establish the right to indemnification) (collectively, “Claims”), arising from or related to: (a) Licensee’s or its permitted sublicensees’ access to, or use of, the Content in compliance with this Agreement, including the Usage Guidelines (listed on the platform); and (b) any allegation that Content, when used in compliance with this Agreement , infringes, misappropriates, or otherwise violates the intellectual property rights or other rights of any third party. Carlin Haynes will provide Licensee with notice of any such Claim, and Licensee will have the right to participate in the defense of any such Claim at its expense.

5.5 Disclaimer EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS, WHETHER EXPRESSED, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

5.6 Third-Party Beneficiary Remedies. Carlin Haynes represents and warrants that it has made Licensee an express third-party beneficiary to its agreement with each Licensor, such that Licensee may pursue all available warranty remedies directly against, and receive all indemnity protections directly from, each Licensor. When Carlin Haynes is not the Licensor, if a Licensor breaches any of foregoing warranties in Section 1.2, or if a Licensor fails to fulfil its indemnity obligations in Section 1.4, Licensee agrees (a) not to pursue any remedies for such breach or failure against Carlin Haynes, and to hold harmless Carling Haynes from any liability related to such breach or failure, because Carlin Haynes is not the party making such warranties or indemnity; and (b) to pursue any remedies for such breach or failure only against the applicable Licensor.

6. General. This Agreement and the Terms of Service of the TMX Platform are the complete and exclusive agreement between Licensee and Carlin Haynes regarding the Content licensed hereunder and supersedes any prior agreement or proposal, oral or written, and any other communications between Licensee and Carlin Haynes relating to the Content. Except as expressly set forth in this Agreement, this Agreement may be amended or modified only by a writing signed by both parties. This Agreement will be governed by the laws of the State of New York, without regard to the conflicts of law principles thereof. All waivers by either party under this Agreement must be in writing and signed by that party. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of this Agreement is held to be unenforceable under any law, that provision will be removed to the extent necessary to comply with such law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with such law, and the remaining provisions will remain in full force. Except as otherwise permitted herein, neither this Agreement nor any rights or obligations of Licensee hereunder may be assigned or transferred by Licensee (in whole or in part and including by sale, merger, consolidation, or other operation of law) without the prior written approval of Carlin Haynes. Any assignment in violation of the foregoing will be null and void. Carlin Haynes may assign this Agreement to any party that assumes Carlin Haynes obligations hereunder. The parties hereto are independent contractors, not agents, employees, or employers of the other or joint venturers, and neither acquires hereunder any right or ability to bind or enter in any obligation on behalf of the other.