VIDEO SUBMISSION AND LICENSE AGREEMENT

READ THIS DOCUMENT CAREFULLY. THIS VIDEO SUBMISSION AND RIGHTS TRANSFER AGREEMENT (“AGREEMENT”) IS A LEGALLY BINDING CONTRACT BETWEEN YOU (“YOU” OR “YOUR”) AND VARSITY MEDIA GROUP, INC. (“VARSITY”).

BY CLICKING THE “I ACCEPT” BUTTON, YOU ARE INDICATING THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS.

IF YOU ARE UNDER 18 (OR UNDER THE LEGAL AGE OF MAJORITY IN YOUR JURISDICTION) PLEASE IMMEDIATELY READ PARAGRAPH 19 BELOW AND FOLLOW ITS INSTRUCTIONS. IF YOU ARE UNDER 13 YEARS OF AGE YOU ARE NOT ELIGIBLE FOR THIS PROGRAM AND YOU SHOULD NOT SUBMIT ANY MATERIAL OR INFORMATION.

You agree as follows:

1. SUBMISSION FORM . The submission form You are about to complete (“Submission Form”) requests Your name, address, and other information along with the title of Your submitted film (the “Film”). You represent and warrant that the information You provide is accurate, and You consent to the use by Varsity of the Film, Your name, image and the information provided in the Submission Form as part of Varsity’s content offered via its broadcasts, including without limitation on its On Air (Varsity TV), Online (VarsityWorld.com), On The Go (Varsity Mobile) and Video On Demand (Varsity On Demand) services (collectively, the “Varsity Services”), as well as in the advertising and promotion of the Varsity Services.

2. ACKNOWLEDGEMENT/RELEASE . You agree that You are submitting the Film to be used by Varsity in connection with Varsity’s content and Varsity Services. Varsity is under no obligation whatsoever to use or publish the Film in any manner. You understand and agree that none of the materials submitted by You will be returned to You, including the Film and any other submitted material or information. You release and hold harmless Varsity and any of its parents, subsidiaries, and affiliates, and their respective successors, assigns and those acting under their permission, from any and all claims that You may have in connection with Your submission of the Film or other material, Varsity’s use or publication of such materials, or otherwise in connection with the Varsity Services.

3. LICENSE GRANT / RESERVATION OF OWNERSHIP . You irrevocably grant Varsity the non-exclusive, perpetual, royalty-free, fully paid license and right to use, copy, display, perform, reproduce, exhibit, edit and otherwise exploit the Film, and all elements and titles thereof, in whole or in part, in any manner or medium now or hereafter known or devised (including, without limitation, film, television, videocassettes, interactive and mobile devices, Internet and on-line systems), throughout the world and in any and all languages, including, without limitation, the right to change, modify, add to, subtract from, re-title and adapt the same and to combine it with other material. Varsity, and its successors, assigns and licensees, will have the right to make unlimited derivative works therefrom, to assign or transfer any or all such rights and to grant unlimited sublicenses. Without limiting the forgoing, Varsity will have the right to use the Film in any merchandising, advertising, marketing, promotion or for any other commercial or non-commercial purpose. You forever waive and relinquish all so-called "moral rights (droit moral)" now or hereafter recognized. You also irrevocably grant Varsity the right to use Your name (except for contest entrants, the name of Tennessee residents who do not so consent will not be used for purely promotional purposes), voice, likeness and biographical material in or related to the Film, including, without limitation, in credits (any credit will be at Varsity’s sole discretion), advertising, publicity and exploitable material. You agree not to issue any publicity concerning Varsity. You further covenant not to assert or sue Varsity under such rights or on the basis of any other claim of any proprietary right or interest in the Film. You are entitled to retain and exercise the rights that are not granted to Varsity by You under this Agreement, subject to Section 4 below.

4. RIGHTS OF FIRST NEGOTIATION AND LAST REFUSAL. You irrevocably grant Varsity the right of first negotiation to acquire any or all of Your rights in the Film (now or hereafter known or recognized) other than the rights already granted to Varsity in Section 3 above, including, but not limited to, the exclusive telecasting, broadcasting and/or webcasting rights in or to Your Film ("Retained Rights"), or any part thereof. Before You offer the Retained Rights to any third party, You will give Varsity written notice thereof and Varsity will have a thirty (30) day period of exclusive negotiation. Varsity may also commence the negotiations by notice to You. You further agree that the most consideration that Varsity will be required to provide You to acquire all available Retained Rights is, without accepting guild jurisdiction, the Writer’s Guild of America minimum scale payment for five minute single news program script. If an agreement is not reached within such exclusive negotiation period, Varsity will thereafter have the rights of last refusal as set forth below. You irrevocably grant Varsity the perpetual option to acquire all of Your rights other than the rights already granted to Varsity, in or to Your Film, or any part thereof, on a right of last refusal basis (a right to match any third party offer). If You desire to grant, sell, transfer, give away, license or otherwise deal with any rights to the Film that were not granted to a third party prior to submitting the Film, You will give Varsity written notice detailing the proposed terms and Varsity will have thirty (30) days to acquire the same on the same terms. All third party offers will be bona fide. If Varsity declines, You can enter into a third party agreement only on the exact terms offered to and rejected by Varsity. Any changed elements or terms result in a new right of last refusal for Varsity. This Section 4 does not apply to rights previously granted under preexisting third party agreements that are disclosed to Varsity in writing at the time Your Film is submitted.

5. USE PAYMENT . You understand that Varsity is not obligated to publish the Film on the Internet, on television, on any Varsity Services or through any other media. Further, Varsity is not obligated to pay You an amount at the time of submission or publication on the Internet, on television, on any Varsity Services or through any other media.

6. YOUR REPRESENTATIONS & WARRANTIES . You represent and warrant that (a) You are the exclusive owner of the Film and all elements thereof; (b) You have the full power, authority and right to enter into this Agreement and to grant all of the rights granted herein, including without limitation, permission(s) from all talent appearing in the Film, and any and all directors, producers, property owners and/or musicians associated with the Film, and/or contributors of intellectual property included in the Film; (c) Varsity’s use/ownership of the Film as provided for herein will not infringe the rights of any third party, including but not limited to copyrights, trademark rights, rights of privacy, rights of publicity and/or any other intellectual property or proprietary rights; (d) the Film is Your fully original creation and the Film has not been previously published or used in any way by any third parties; (e) You will not use Varsity’s logos, trademarks, trade names, copyrights and/or any other intellectual property of Varsity for any purpose other than for the production of the Film; and (f) You have obtained all required executed releases in connection with the Film, including but not limited to prop releases, location releases, company/name releases, photo releases, talent releases and/or music releases, (and all such releases will be sent to Varsity if so requested). You grant Varsity permission to use Your name, image, and biographical material in connection with Your Video.

7. SAG MEMBERSHIP. You acknowledge You and all talent in the Film, including any and all actors, actresses or other persons appearing in the Film are not members of the Screen Actors Guild (“SAG”), the American Federation of Television and Radio Artists (“ AFTRA”), or Alliance of Canadian Cinema, Television and Radio Artists (“ACTRA”) at the time of this Agreement, even though You and such talent may be willing to be compensated for appearance in Your Film. In the event Your Film is incorporated into any usage involving a talent collective bargaining agreement, including those required by SAG, AFTRA or ACTRA, You agree, and represent that all such talent agree, to accept the minimum compensation set by the collective bargaining entity.

8. VARSITY INTELLECTUAL PROPERTY AND MUSIC DOWNLOADS . You acknowledge that, other than for the limited purpose of creating the Film, You will not have any right or permission whatsoever to use, transfer or license, in any way, any of Varsity’s intellectual property, including but not limited to Varsity’s logos, trademarks, trade names and/or copyrights (“Varsity’s Intellectual Property”), even as Varsity’s Intellectual Property may be embodied in the Film. Certain music recordings may be made available for use in Your Film through the Varsity web site (“Musical Recordings”). These Musical Recordings are provided solely for synchronization as soundtrack elements of Your Film and you are not permitted to otherwise reproduce, distribute or make any other uses of such recordings. THE USE OF THE MUSICAL RECORDINGS, EXCEPT FOR USE PERMITTED IN THIS AGREEMENT, IS STRICTLY PROHIBITED AND INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES, FOR COPYRIGHT INFRINGEMENT.

9. LIMITED LICENSE . Solely during the term of this Agreement, solely within the Territory (as defined below), and solely for the purpose of creating the Film, Varsity grants You a limited, royalty-free license to: (i) download one (1) copy of such portions of the Musical Recordings on Varsity’s website as You seek to use in Your Film; (ii) create a copy of such downloaded Musical Recordings integrated or synchronized into Your Film; and (iii) reproduce one (1) copy of Your Film prior to sending the original to Varsity. All rights not expressly granted to You are reserved, and the license granted hereunder does not transfer ownership in the musical works or Varsity’s Intellectual Property or any portion thereof to You in any manner. The “Territory” is the United States of America and its possessions and territories.

10. RESPECT FOR THE RIGHTS OF OTHERS . Industry depends upon copyright law to enable the creators of intellectual property and others to get fairly compensated for their works. Unauthorized copying or distribution of copyrighted materials is an infringement of the copyright holder’s rights. At its discretion, Varsity may revoke the license granted herein if it determines that a person or entity that has downloaded Varsity’s Intellectual Property or the Musical Recordings provided by Varsity is in breach of this Agreement or is otherwise infringing the copyright of a rights holder.

11. ENFORCEMENT . Varsity may use technical means to enforce the terms and restrictions of this Agreement. You will not take any action designed to circumvent or disable any technical means deployed to enforce this Agreement. In the event Varsity prevails in any legal action against You brought to enforce this Agreement or any intellectual property rights, You will pay and fully reimburse Varsity for its legal fees, costs and expenses, including, without limitation, the fees and costs of attorneys, court fees and costs, the fees and costs of accountants, auditors, investigators and expert witnesses, and any related out of pocket disbursements.

12. OBJECTIONABLE MATERIAL . You understand that by using the Varsity’s Intellectual Property or any music made available by Varsity, You may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language. Nevertheless, You agree to use such material at Your sole risk and that Varsity shall have no liability to You for content that may be found to be offensive, indecent, or objectionable.

13. DISCLAIMER. ANY MATERIAL PROVIDED TO YOU BY VARSITY IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR ANY PARTICULAR PURPOSE. USE OF ANY MATERIAL PROVIDED BY Varsity, OR ANY PORTION THEREOF, IS AT YOUR OWN RISK. Varsity DOES NOT WARRANT THAT ANY SUCH MATERIAL IS TECHNICALLY COMPATIBLE OR INTEROPERABLE WITH YOUR EXISTING INFORMATION TECHNOLOGY, OR THAT ITS OPERATION WILL BE UNINTERUPTED, SECURE OR ERROR FREE, NOR DOES VARSITY MAKE ANY REPRESENTATION AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF ANY MATERIAL PROVIDED.

14. LIMITED LIABILTY. ANY MATERIAL PROVIDED BY VARSITY IS PROVIDED TO YOU AS A COURTESY TO ASSIST YOU IN CREATING YOUR FILM. YOU ARE UNDER NO OBLIGATION TO MAKE ANY USE OF ANY MATERIAL AND ALL RISKS ASSOCIATED WITH YOUR EXPLOITATION OF SUCH MATERIAL LIE WITH YOU. NEITHER VARSITY NOR ANY OF ITS PARTNERS OR LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARENTS, SUBSIDIARIES OR AFFILIATES WILL BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE OR OTHER DAMAGES OF ANY TYPE OR NATURE, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF USE AND INTERRUPTION OF BUSINESS, WHETHER OR NOT SUCH DAMAGES WERE REASONABLY FORSEEABLE, AND regardless of whether or not the parties have been advised of the possibility of such damages.

15. INDEMNITY . You agree to defend, indemnify and hold Varsity, and any of its parents, subsidiaries and affiliates, their respective successors, assigns and those acting under their permission, harmless from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of any breach or alleged breach of this Agreement, including, without limitation any of the foregoing representations and warranties. You acknowledge that Varsity will rely on this permission, potentially at substantial cost to Varsity, and You agree not to assert any claim of any nature whatsoever against anyone relating to the exercise of the rights granted or transferred hereunder.

16. USES OF THE FILM . No use of the Film pursuant to this Agreement need be submitted to You for approval. Varsity and anyone who receives permission from Varsity, will be without liability to You for any distortion or illusionary effect resulting from use of the Film in accordance with the terms hereof.

17. GOVERNING LAW . This Agreement will be construed in accordance with and will be governed by the law of the State of Texas applicable to agreements made and to be performed therein without regard to conflict of law principles. All litigation arising from or relating to this Agreement will be initiated and prosecuted in any court of competent subject matter jurisdiction in Austin , Texas , and the parties consent to the personal jurisdiction of such courts over them and to the convenience of proceeding in such courts.

18. DISPUTE RESOLUTION . Any dispute, difference, controversy or claim arising in connection with or related or incidental to, or question occurring under this Agreement or the subject matter hereof shall be referred to and finally resolved by arbitration in accordance with the Rules of Arbitration (the “Rules”) of the American Arbitration Association (“AAA”), or if You are not a U.S. resident the International Chamber of Commerce (“ICC”), by an arbitral tribunal composed of three arbitrators, all of whom shall have previous judicial experience, appointed by agreement of the parties in accordance with said Rules. If, at the time of the arbitration, the parties agree in writing to submit the dispute to a single arbitrator, said single arbitrator shall be appointed by agreement of the parties, or, failing such agreement, by AAA or ICC in accordance with said Rules. The arbitration proceedings may be commenced by either party by notice to the other party. All arbitration proceedings shall be held in Austin , Texas , U.S.A and shall be conducted in the English language. Judgment on the award (including without limitation equitable remedies) granted in any arbitration hereunder may be entered in any court having jurisdiction over the award or any of the parties or any of their respective assets.

19. SUBMISSION BY PERSONS UNDER THE LEGAL AGE OF MAJORITY (18) . If You are under the age of 18, or under the age of legal majority in Your jurisdiction (i.e., Your state), then, you must obtain your parent’s or legal guardian’s permission before entering into this Agreement by signing below (clicking “I Agree”). In addition, You represent and warrant that Your parent or legal guardian has reviewed this Agreement and grants you permission to execute it as well. IF YOU ARE UNDER 13 YEARS OF AGE, YOU ARE NOT ELIGIBILE TO PARTICIPATE IN THE VIDEO SUBMISSION PROCESS AND YOU SHOULD NOT SUBMIT ANY INFORMATION, FILM OR OTHER MATERIALS TO VARSITY.

20. VARSITY’S PRIVACY POLICY . Except as otherwise expressly provided for in this Agreement, Your completion of the Submission Form and use of any material from Varsity, including without limitation Varsity’s Intellectual Property, is subject to Varsity’s Privacy Policy, which may be found at http://www.varsityworld.com/corporate.asp?pageid=10. Such Privacy Policy is expressly made a part of this Agreement. If You have not already read Varsity’s Privacy Policy, You should do so now. This policy may be updated from time to time by Varsity, by posting revisions to the linked webpage, which shall be construed as notice to You of any changes.

21. GENERAL COMPLIANCE WITH LAWS. You agree to comply with all local, state, federal, and national laws, statutes, ordinances, and regulations that apply to Your submission of a Film to Varsity, Your completion of the submission form and use of any material from Varsity, including without limitation Varsity’s Intellectual Property and any music provided by Varsity.

22. ENFORCEMENT OF THESE TERMS. Varsity reserves the right to take steps Varsity believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement (including but not limited to Varsity’s right to cooperate with any legal process relating to Your submission of a Film, use of the materials from Varsity, and/or a third party claim that Your Film submission material or use of the such materials is unlawful and/or infringes third party rights). You agree that Varsity has the right, without liability to You, to disclose any registration data and/or account information to law enforcement authorities, government officials, and/or a third party, as Varsity believes is reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement (including but not limited to Varsity’s right to cooperate with any legal process relating to Your submission of a Film, use of the materials from Varsity, and/or a third party claim that Your Film or use thereof is unlawful and/or infringes third party rights).

23. NO RESPONSIBILITY FOR THIRD-PARTY MATERIALS OR WEBSITES. Certain content, products, and services available via the Varsity website may include materials from third parties. In addition, Varsity may provide links to certain third party websites. You acknowledge and agree that Varsity is not responsible for examining or evaluating the content or accuracy of any such third-party material or websites. Varsity does not warrant or endorse and does not assume and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third parties. Links to other websites are provided solely as a convenience to You.

24. STATUS OF PARTIES .You expressly agree that the relationship between You and Varsity is that of two principals dealing with each other as independent contractors for the sole and specific purposes specified hereunder. At no time, past, present or future, shall the relationship of You and Varsity herein be deemed or intended to constitute a relationship with the characteristics of an agency, partnership, joint venture, employment or of a collaboration for the purposes of sharing any profits or ownership in common. You shall not have the right, power or authority at any time to act on behalf of, or represent, Varsity, and You shall be separately and entirely liable for Your own debts in all respects.

25. ASSIGNMENT .Varsity may assign or license its rights hereunder in whole or in part to any person, firm or corporation. Except for assignment to Varsity, You may not assign or license any of Your rights or obligations hereunder, or under any agreement entered into by You with any third party. Subject to the foregoing, the provisions hereof shall be binding upon and inure to the benefit of You and Your heirs, personal representatives, legal guardians, administrators, executors, successors and assigns, and any past, present or future parent, subsidiary or affiliate.

26. MISCELLANEOUS . This Agreement will be binding upon and will inure to the benefit of the respective successors and/or assigns of the parties hereto. The terms and conditions of this Agreement constitute the entire agreement between the parties hereto pertaining to the subject matter hereof and supersede all negotiations, preliminary agreements, and all prior and contemporaneous discussions and understandings of the parties. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of this Agreement shall continue in effect.