LAST UPDATED: 25 MARCH 2024

THESE TERMS (“TERMS”) GOVERN THE SUBMITTER’S (“LICENSOR”) IRREVOCABLE GRANT TO 15891451 CANADA INC. (“HUG4LOVE“), ITS SUCCESSORS, AFFILIATES, LICENSEES AND ASSIGNS (COLLECTIVELY, “HUG4LOVE”) OF THE LICENSED RIGHTS (DEFINED BELOW) WITH RESPECT TO ALL OR ANY PART OF THE AUDIOVISUAL WORK(S) SUBMITTED BY LICENSOR TO 15891451 CANADA INC. (“HUG4LOVE“), INCLUDING WITHOUT LIMITATION ALL INTELLECTUAL PROPERTY, IMAGES, IDENTIFIABLE CHARACTERS AND/OR INDIVIDUALS, MUSIC, SOUNDS, SIGNAGE, STATEMENTS, OR OTHER TRADEMARKS AND LOGOS, AND ALL OTHER RIGHTS DEPICTED OR CONTAINED THEREIN (THE “IMAGES”). YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSION(S) OF IMAGES CONSTITUTES YOUR AGREEMENT AND INTENT TO BE LEGALLY BOUND BY THE TERMS HEREIN.

1. LICENSED RIGHTS.

LICENSOR GRANTS 15891451 CANADA INC. (“HUG4LOVE“) THE PERPETUAL, ROYALTY-FREE, EXCLUSIVE, WORLDWIDE, UNLIMITED RIGHT TO USE, REFRAIN FROM USING, CHANGE, ALTER, EDIT, MODIFY, ADD TO, SUBTRACT FROM AND REARRANGE THE IMAGES AND TO EXHIBIT, DISTRIBUTE, BROADCAST, REPRODUCE, LICENSE OTHERS TO REPRODUCE AND DISTRIBUTE, ADVERTISE, PROMOTE, PUBLISH AND OTHERWISE EXPLOIT THE IMAGES BY ANY AND ALL METHODS OR MEANS, WHETHER NOW KNOWN OR HEREAFTER DEVISED, IN ANY MANNER AND IN ANY AND ALL MEDIA THROUGHOUT THE WORLD, IN PERPETUITY, FOR ANY PURPOSE WHATSOEVER AS 15891451 CANADA INC. (“HUG4LOVE“) IN ITS SOLE DISCRETION MAY DETERMINE (THE “LICENSED RIGHTS”), INCLUDING FOR THE PURPOSE OF MARKETING, ADVERTISING, AND PROMOTION. LICENSOR FURTHERMORE DOES HEREBY IRREVOCABLY APPOINT 15891451 CANADA INC. (“HUG4LOVE“)AS ITS ATTORNEY-IN-FACT TO TAKE ANY SUCH ACTION AS MAY FROM TIME TO TIME BE NECESSARY TO EFFECT, TRANSFER, OR ASSIGN THE RIGHTS GRANTED TO 15891451 CANADA INC. (“HUG4LOVE“) HEREIN, INCLUDING WITHOUT LIMITATION COPYRIGHT-RELATED ACTIONS, AND ASSIGNS TO 15891451 CANADA INC. (“HUG4LOVE“) THE RIGHT TO PROSECUTE ANY AND ALL CLAIMS FROM THE PAST, PRESENT, AND FUTURE USE OF THE IMAGES  BY UNAUTHORIZED THIRD PARTIES. IN ADDITION, LICENSOR GRANTS 15891451 CANADA INC. (“HUG4LOVE“) THE EXCLUSIVE RIGHT AND PERMISSION TO RECORD, COPY, REPRODUCE, ADAPT, MODIFY, SUMMARIZE, COPYRIGHT, PHOTOGRAPH, FILM LICENSE, VEND, RENT, DISTRIBUTE, TELEVISE, PUBLISH, EXHIBIT, DISSEMINATE, DISPLAY, PERFORM AND OTHERWISE EXPLOIT IN ANY AND ALL MARKETS AND MEDIA (COLLECTIVELY, “USE”) LICENSOR’S APPEARANCE, NAME, LIKENESS, VOICE, DOCUMENTS, BIOGRAPHICAL DATA, PERFORMANCE IN, AND OTHER MEDIA ARTIFACTS PROVIDED TO 15891451 CANADA INC. (“HUG4LOVE“) BY LICENSOR OR CONCERNING LICENSOR (COLLECTIVELY THE “MATERIALS”) IN AND IN CONNECTION WITH THE IMAGES. THIS GRANT OF RIGHTS IS MADE WITHOUT LIMITATION UPON TIME, CIRCUMSTANCES, LOCATION, MARKET, OR MEDIUM OF USE, AND INCLUDES WITHOUT LIMITATION ALL USES OF THE MATERIALS IN ALL TYPES OF CONTENT, INCLUDING BUT NOT LIMITED TO, THE RIGHT TO USE THE IMAGES AND/OR MATERIALS IN CONNECTION WITH ANY OTHER PROGRAM(S), FORMAT(S), PRODUCTION(S), COMMERCIALS, COMMERCIAL TIE-INS, PRODUCT ENDORSEMENTS, LICENSING, PRODUCT MERCHANDISING AND/OR MERCHANDISING OF ANY KIND, WHETHER OR NOT RELATED TO 15891451 CANADA INC. (“HUG4LOVE“), AND ALSO INCLUDES, WITHOUT LIMITATION, THE RIGHT TO USE THE IMAGES AND/OR MATERIALS TO PUBLICIZE, ADVERTISE AND PROMOTE ANY AND ALL OF 15891451 CANADA INC. (“HUG4LOVE“)’S PROGRAMS, PRODUCTS OR SERVICES IN ANY AND ALL MEDIA. LICENSOR ALSO UNDERSTANDS AND AGREES THAT 15891451 CANADA INC. (“HUG4LOVE“) MAY SELL, ASSIGN OR LICENSE THE RIGHTS HEREUNDER (IN WHOLE OR IN PART) TO ANY THIRD PARTY IN ITS SOLE DISCRETION AND WITHOUT PROVIDING ANY FURTHER CONSIDERATION OR NOTICE TO LICENSOR.

2. CONSIDERATION.

IN FULL AND COMPLETE CONSIDERATION TO LICENSOR FOR ALL OF THE LICENSED RIGHTS GRANTED TO 15891451 CANADA INC. (“HUG4LOVE“) HEREUNDER, THE RECEIPT AND ADEQUACY OF WHICH ARE HEREBY ACKNOWLEDGED, 15891451 CANADA INC. (“HUG4LOVE“) SHALL EXPEND TIME AND RESOURCES IN CONSIDERING THE POSSIBILITY OF 15891451 CANADA INC. (“HUG4LOVE“)’S USE OR DISPLAY AND/OR DISTRIBUTION OF THE IMAGES, AND THE POSSIBILITY OF THE PUBLICITY AND PROMOTION FROM 15891451 CANADA INC. (“HUG4LOVE“)’S USE OR DISPLAY AND/OR DISTRIBUTION OF THE IMAGES, FOR INCLUSION IN 15891451 CANADA INC. (“HUG4LOVE“) COMPILATIONS AND OTHER 15891451 CANADA INC. (“HUG4LOVE“)-ORIGINAL PRODUCTIONS.

3. LICENSOR REPRESENTATIONS AND WARRANTIES.

(A) OWNER OF RIGHTS: LICENSOR HAS THE SOLE, EXCLUSIVE AND UNENCUMBERED OWNERSHIP OF ALL RIGHTS OF EVERY KIND AND CHARACTER THROUGHOUT THE UNIVERSE IN AND TO THE LICENSED RIGHTS AND HAS CLEAR TITLE TO THE MATERIAL UPON WHICH THE IMAGES ARE BASED. LICENSOR HAS THE ABSOLUTE RIGHT TO GRANT TO 15891451 CANADA INC. (“HUG4LOVE“), ALL RIGHTS, LICENSES AND PRIVILEGES GRANTED TO OR VESTED IN 15891451 CANADA INC. (“HUG4LOVE“) UNDER THESE TERMS. LICENSOR HAS NOT AUTHORIZED AND WILL NOT AUTHORIZE ANY OTHER PARTY TO EXERCISE ANY RIGHT OR TAKE ANY ACTION THAT IMPAIRS THE RIGHTS HEREIN GRANTED TO 15891451 CANADA INC. (“HUG4LOVE“).

(B) RIGHTS ARE CLEAR: LICENSOR HAS OBTAINED ALL CLEARANCES AND PAID ALL MONIES NECESSARY FOR 15891451 CANADA INC. (“HUG4LOVE“) TO EXERCISE ITS EXCLUSIVE RIGHTS HEREUNDER AND THERE WILL NOT BE ANY OTHER RIGHTS TO BE CLEARED OR ANY PAYMENTS REQUIRED TO BE MADE BY 15891451 CANADA INC. (“HUG4LOVE“) AS A RESULT OF ANY USE OF THE IMAGES PURSUANT TO THE RIGHTS AND LICENSES HEREIN GRANTED (INCLUDING WITHOUT LIMITATION, PAYMENTS IN CONNECTION WITH CONTINGENT PARTICIPATIONS, RESIDUALS, CLEARANCE RIGHTS, MORAL RIGHTS, UNION FEES, AND MUSIC RIGHTS). LICENSOR HAS NOT PREVIOUSLY ENTERED INTO ANY OTHER AGREEMENT IN CONNECTION WITH THE IMAGES. ALL OF THE INDIVIDUALS AND ENTITIES CONNECTED WITH THE PRODUCTION OF THE IMAGES, AND ALL OF THE INDIVIDUALS AND ENTITIES WHOSE NAMES, VOICES, PHOTOGRAPHS, LIKENESSES, APPEARANCE, WORKS, SERVICES AND OTHER MATERIALS APPEAR OR HAVE BEEN USED IN THE IMAGES, HAVE AUTHORIZED AND APPROVED LICENSOR’S USE THEREOF, AND 15891451 CANADA INC. (“HUG4LOVE“) SHALL HAVE THE RIGHT TO USE ALL NAMES, VOICES, PHOTOGRAPHS, LIKENESSES, APPEARANCE AND PERFORMANCES CONTAINED IN THE IMAGES IN CONNECTION WITH THE EXPLOITATION, PROMOTION, AND USE OF THE LICENSED RIGHTS. IT IS EXPRESSLY UNDERSTOOD THAT 15891451 CANADA INC. (“HUG4LOVE“) HAS NOT ASSUMED ANY OBLIGATIONS UNDER ANY CONTRACTS ENTERED INTO BY LICENSOR.

(C) NO INFRINGEMENT: NO PART OF THE IMAGES, ANY MATERIALS CONTAINED THEREIN, OR THE EXERCISE BY 15891451 CANADA INC. (“HUG4LOVE“) OF THE LICENSED RIGHTS VIOLATES OR WILL VIOLATE, OR INFRINGES OR WILL INFRINGE, ANY TRADEMARK, TRADE NAME, CONTRACT, AGREEMENT, COPYRIGHT (WHETHER COMMON LAW OR STATUTORY), PATENT, LITERARY, ARTISTIC, MUSIC, DRAMATIC, PERSONAL, PRIVATE, CIVIL, PROPERTY, PRIVACY OR PUBLICITY RIGHT OR “MORAL RIGHTS OF AUTHORS” OR ANY OTHER RIGHT OF ANY PERSON OR ENTITY, AND SHALL NOT GIVE RISE TO A CLAIM OF SLANDER OR LIBEL. THERE ARE NO EXISTING, ANTICIPATED, OR THREATENED CLAIMS OR LITIGATION THAT WOULD ADVERSELY AFFECT OR IMPAIR ANY OF THE LICENSED RIGHTS.

(D) AGE VERIFICATION AND PARENTAL CONSENT: LICENSOR REPRESENTS AND WARRANTS THAT, IF LICENSOR IS UNDER EIGHTEEN (18) YEARS OF AGE OR THE AGE OF MAJORITY IN HIS OR HER STATE OF RESIDENCE, LICENSOR HAS OBTAINED THE EXPRESS CONSENT OF A PARENT OR LEGAL GUARDIAN TO SUBMIT THE IMAGES TO 15891451 CANADA INC. (“HUG4LOVE“).  LICENSOR AFFIRMS THAT ANY SUBMISSION MADE BY A LICENSOR UNDER EIGHTEEN (18) YEARS OF AGE OR THE AGE OF MAJORITY IN HIS OR HER STATE OF RESIDENCE IS DONE WITH THE INVOLVEMENT AND CONSENT OF A PARENT OR LEGAL GUARDIAN WHO AGREES TO THESE TERMS ON THE LICENSOR’S BEHALF. 

4. TERMINATION:

LICENSOR MAY SEEK TO TERMINATE ITS AGREEMENT TO THESE TERMS AT ANY TIME; HOWEVER, THESE TERMS SHALL ONLY BE TERMINABLE UPON THE MUTUAL AGREEMENT OF THE PARTIES, THE CONSENT OF WHICH MAY BE GRANTED OR DENIED IN 15891451 CANADA INC. (“HUG4LOVE“)’S SOLE DISCRETION. NO TERMINATION SHALL IMPACT ANY PRIOR LICENSE OF THE IMAGES BY 15891451 CANADA INC. (“HUG4LOVE“) PRIOR TO TERMINATION, WHICH SHALL CONTINUE IN FULL EFFECT UNDER THESE TERMS.

5. RELEASE AND INDEMNITY.

LICENSOR HEREBY AGREES TO INDEMNIFY, RELEASE AND HOLD HARMLESS 15891451 CANADA INC. (“HUG4LOVE“), ITS SUCCESSORS, LICENSEES, SUB-DISTRIBUTORS AND ASSIGNS, AND THE DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES AND AGENTS OF EACH OF THE FOREGOING, FROM ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION, DAMAGES, JUDGMENTS, LIABILITIES, LOSSES, COSTS, EXPENSES, AND ATTORNEY’S FEES ARISING OUT OF OR RESULTING FROM (I) ANY BREACH BY LICENSOR OF ANY WARRANTY, REPRESENTATION OR ANY OTHER PROVISION OF THESE TERMS, AND/OR (II) ANY CLAIMS OF OR RESPECTING SLANDER, LIBEL, DEFAMATION, INVASION OF PRIVACY OR RIGHT OF PUBLICITY, FALSE LIGHT, INFRINGEMENT OF COPYRIGHT OR TRADEMARK, OR VIOLATIONS OF ANY OTHER RIGHTS ARISING OUT OF OR RELATING TO ANY USE BY 15891451 CANADA INC. (“HUG4LOVE“) OF THE RIGHTS GRANTED UNDER THIS THESE TERMS. LICENSOR ACKNOWLEDGES THAT 15891451 CANADA INC. (“HUG4LOVE“) IS RELYING ON THE REPRESENTATIONS MADE BY LICENSOR IN ACCORDANCE WITH THESE TERMS AND A BREACH BY LICENSOR WOULD CAUSE 15891451 CANADA INC. (“HUG4LOVE“) IRREVOCABLE INJURY AND DAMAGE THAT CANNOT BE ADEQUATELY COMPENSATED BY DAMAGES IN AN ACTION AT LAW AND LICENSOR THEREFORE EXPRESSLY AGREES THAT, WITHOUT LIMITING 15891451 CANADA INC. (“HUG4LOVE“)’S REMEDIES, 15891451 CANADA INC. (“HUG4LOVE“) SHALL BE ENTITLED TO INJUNCTIVE AND OTHER EQUITABLE RELIEF.

6. PUBLICITY/CONFIDENTIALITY.

LICENSOR SHALL NOT RELEASE, DISSEMINATE, ISSUE, AUTHORIZE OR CAUSE THE RELEASE, DISSEMINATION OR ISSUANCE OF ANY PUBLICITY OR INFORMATION CONCERNING THE LICENSED RIGHTS, 15891451 CANADA INC. (“HUG4LOVE“), OR THESE TERMS WITHOUT 15891451 CANADA INC. (“HUG4LOVE“)’S PRIOR SPECIFIC WRITTEN CONSENT (INCLUDING, WITHOUT LIMITATION, POSTING, PARTICIPATING OR ENGAGING IN SOCIAL MEDIA DISCUSSIONS, NEWS STORIES, BLOGS, REPORTS OR RESPONSES THERETO), AND LICENSOR SHALL DIRECT ALL LICENSING OR OTHER INQUIRIES RELATING TO THE IMAGES SOLELY TO 15891451 CANADA INC. (“HUG4LOVE“). LICENSOR ACKNOWLEDGES THAT THESE TERMS ARE CONFIDENTIAL IN NATURE AND AGREES NOT TO DISCLOSE THE CONTENT OR SUBSTANCE THEREOF TO ANY THIRD PARTIES OTHER THAN: (I) LICENSOR’S RESPECTIVE ATTORNEYS AND ACCOUNTANTS, AND/OR (II) AS MAY BE REASONABLY REQUIRED IN ORDER TO COMPLY WITH ANY OBLIGATIONS IMPOSED BY THESE TERMS, OR ANY STATUTE, ORDINANCE, RULE, REGULATION, OTHER LAW, OR COURT ORDER.

7. MISCELLANEOUS.

LICENSOR ACKNOWLEDGES AND WARRANTS THAT ITS AGREEMENT TO THESE TERMS HAS NOT BEEN INDUCED BY ANY REPRESENTATION OR ASSURANCE NOT CONTAINED HEREIN. THESE TERMS SUPERSEDE AND REPLACE ALL PRIOR AGREEMENTS, NEGOTIATIONS OR UNDERSTANDINGS IN CONNECTION WITH THE LICENSED RIGHTS, INCLUDING WITHOUT LIMITATION ANY SIMPLIFIED EXPLANATION OF THE TERMS HEREIN, AND IN THE EVENT THERE ARE ANY INCONSISTENCIES BETWEEN THIS ENGLISH-LANGUAGE CONTRACT AND ANY TRANSLATIONS OF TERMS AND CONDITIONS, THE ENGLISH-LANGUAGE VERSION SHALL PREVAIL. THESE TERMS CONTAIN THE ENTIRE UNDERSTANDING OF THE PARTIES AND SHALL NOT BE MODIFIED OR AMENDED EXCEPT BY A WRITTEN DOCUMENT EXECUTED BY BOTH PARTIES. IF ANY PROVISION OF THESE TERMS IS FOUND TO BE UNLAWFUL OR UNENFORCEABLE, SUCH PROVISION SHALL BE LIMITED ONLY TO THE EXTENT NECESSARY, WITH ALL OTHER PROVISIONS OF THESE TERMS REMAINING IN EFFECT. THE WAIVER BY EITHER PARTY OR CONSENT TO A BREACH OF ANY PROVISION OF THESE TERMS BY THE OTHER PARTY SHALL NOT OPERATE OR BE CONSTRUED AS A WAIVER OF, CONSENT TO, OR EXCUSE OF ANY OTHER OR SUBSEQUENT BREACH BY THE OTHER PARTY. 15891451 CANADA INC. (“HUG4LOVE“) SHALL HAVE THE RIGHT TO ASSIGN FREELY THE IMAGES, THE MATERIALS, THE LICENSED RIGHTS AND/OR ANY OF 15891451 CANADA INC. (“HUG4LOVE“)’S OTHER RIGHTS HEREUNDER TO ANY PERSON OR ENTITY (BY OPERATION OF LAW OR OTHERWISE). LICENSOR MAY NOT ASSIGN ITS RIGHTS HEREUNDER.

8. CHOICE OF LAW/DISPUTE RESOLUTION.

THESE TERMS SHALL BE DEEMED TO HAVE BEEN AGREED UPON WITHIN THE COUNTRY OF CANADA, AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE COUNTRY OF CANADA, WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF. THE PARTIES AGREE TO THE PERSONAL JURISDICTION BY AND VENUE IN MONTREAL, QUEBEC, CANADA, AND WAIVE ANY OBJECTION TO SUCH JURISDICTION OR VENUE IRRESPECTIVE OF THE FACT THAT A PARTY MAY NOT BE A RESIDENT OF THAT PROVINCE. EXCEPT FOR 15891451 CANADA INC. (“HUG4LOVE“)’S EQUITABLE RIGHTS AS SET FORTH IN THESE TERMS, THE PARTIES HEREBY AGREE TO SUBMIT ANY DISPUTES OR CONTROVERSIES ARISING FROM, RELATING TO OR IN CONNECTION WITH THESE TERMS OR THE PARTIES’ RESPECTIVE OBLIGATIONS IN CONNECTION THEREWITH TO BINDING ARBITRATION IN MONTREAL, CANADA IN ACCORDANCE WITH THE RULES OF THE CANADIAN ARBITRATION ASSOCIATION AND ONLY FOR ACTUAL MONETARY DAMAGES, IF ANY. IN THE EVENT OF ANY DISPUTE, LICENSOR SHALL NOT BE ENTITLED TO, AND DOES HEREBY WAIVE ALL RIGHT TO, ANY EQUITABLE RELIEF WHATSOEVER, INCLUDING THE RIGHT TO RESCIND ITS AGREEMENT TO THESE TERMS, TO RESCIND ANY RIGHTS GRANTED HEREUNDER, OR TO ENJOIN, RESTRAIN OR INTERFERE IN ANY MANNER WITH THE MARKETING, ADVERTISEMENT, DISTRIBUTION OR EXPLOITATION OF THE LICENSED RIGHTS. ALL RIGHTS TO RECOVER CONSEQUENTIAL, INCIDENTAL AND/OR PUNITIVE DAMAGES ARE WAIVED BY LICENSOR.

9. TIME LIMITATION ON CLAIMS.

LICENSOR AGREES THAT ANY CLAIM IT MAY HAVE ARISING OUT OF OR RELATED TO ITS USE OF 15891451 CANADA INC. (“HUG4LOVE“) SERVICES OR RELATIONSHIP WITH 15891451 CANADA INC. (“HUG4LOVE“), MUST BE FILED WITHIN ONE YEAR AFTER SUCH A CLAIM AROSE; OTHERWISE LICENSOR’S CLAIM IS PERMANENTLY BARRED.

10. TERMS & CONDITIONS.

LICENSOR MAY BE REQUIRED TO AGREE TO ADDITIONAL TERMS AND CONDITIONS DISPLAYED ON THE 15891451 CANADA INC. (“HUG4LOVE“) WEBSITE AT WWW.HUG4LOVE.COM OR OTHER HUG4LOVE-OWNED WEBSITES, WHICH WILL BE INCORPORATED HEREIN BY REFERENCE AND SUBJECT TO CHANGE. BY CONTINUING TO ACCESS OR USE HUG4LOVE-OWNED WEBSITES AFTER REVISIONS BECOME EFFECTIVE, LICENSOR AGREES TO BE BOUND BY THE REVISED TERMS.