Mountain & Adventure Film Festival

Licensor agrees as follows:

FESTIVAL RIGHT TO EXHIBIT:
Licensor hereby grants to the Festival the right to exhibit the Picture, and promotional material related thereto, in connection with its LIVE FESTIVAL, VIRTUAL FESTIVAL, FILM TOUR, and/or ALUMNI COLLECTION CHANNEL (the “Festival”), throughout the world, unless otherwise restricted by the Festival or within the Submission Form, via streaming on the Film Festival Flix website, smart TV and mobile apps, and branded channels, for the duration of the Festival Period during which the Picture is qualified to compete and exhibit.

This license includes the perpetual, worldwide, royalty free, right to use promotional material (including artwork and trailers) related to the Picture, the title thereof, and clips therefrom, in any and all media, now known or hereinafter devised, in connection with the advertisement and promotion of the Festival, and perpetually in connection with the advertisement and promotion of Film Festival Flix and the Mountain & Adventure Film Festival.

Licensor acknowledges that Licensor is not entitled to any compensation for exhibition of the Picture via the Festival or for any of the rights granted, unless otherwise stated in this Agreement. The Picture will be exhibited as part of the Festival and may be awarded prizes which will be determined solely by viewer votes. Category and Overall winners will be awarded the title of “Best [Category Name] Film” and "Best Film". There are no cash prizes specifically related to the category or monthly winners. The Festival categories are defined in the Submission Form and are to be selected at the Licensor's sole discretion. Unless otherwise agreed in writing by the Festival, awards will be given to the winning films’ Licensor of record and will be fulfilled approximately 12 weeks after the announcement of the winning films for the given Festival Period.

LICENSE FOR FURTHER EXHIBITION:
If the Picture is recognized, by audience vote, as the best overall film, or best film in a category, the license granted to the Festival shall automatically be extended to include the right to screen the Picture at live theatrical, non-theatrical, and virtual community events, as a part of the Festival's film tour, anywhere in the world, unless the territory is restricted by the festival or film as designated in the Submission Form, for a period of 12 months following the final Festival Period in which the Picture is exhibited on the Festival Platform. 50% of the Gross Proceeds will be paid to the Licensors for any booked tour exhibition events.

ADDITIONAL TERMS AND CONDITIONS:
By entering the Festival and submitting the Picture. Licensor acknowledges and agrees to all entry rules and regulations of the Festival. By submitting the Picture, Licensor acknowledges having read and reviewed these Rules & Terms and accepts them. Notwithstanding the foregoing, Festival reserves the right to change any of the Rules & Terms at any time and without prior notice. It is the obligation of Licensor to monitor the Festival website for any changes in the foregoing Rules & Terms. If within thirty (30) days for any change in the Rules & Terms, but no later than one (1) week prior to the start of the Festival, if Licensor no longer wishes to be part of the Festival by reason of such changes, Licensor may provide the Festival with written notice of its termination of this Agreement, which termination will be effective five (5) business days after the Festival’s receipt of such notice.

REPRESENTATIONS:
It is the sole responsibility of Licensor to clear all content from any and all actual or potential legal claims and issues, including, without limitation, claims based upon theories of libel, defamation, invasion of privacy, violation of rights of publicity, theft of trade secrets, breach of confidence, breach of confidential relationship, breach of express or implied contract, copyright and trademark (“Third Party Claim(s)”) and secure all necessary authorizations and permissions for the Picture and any other materials submitted to the Festival. The Festival expressly disavows any responsibility for, and will not be held responsible for, any unauthorized inclusion of any copyrighted, trademarked or other protected content or materials within or relating to the Picture, including any content or materials that are or may become the basis for any third party claims for infringement.

To this end, and in order to induce the Festival to include the Picture in the Festival, Licensor represents and warrants as follows:

a) Licensor has full authority to enter into and completely perform this Agreement and to license the rights granted hereunder on the terms set forth herein (“Licensed Rights”) to the Festival;

b) There are no existing or, to the best of Licensor’s knowledge, threatened claims or litigation which would adversely affect or impair the Licensed Rights;

c) Licensor has not sold, assigned, transferred or conveyed and will not sell, assign, transfer or convey, to any party, any right, title or interest in and to the Picture or any part thereof which are inconsistent with the rights granted to MouseTrap, and Licensor has not and will not authorize any other party during the Term hereof to exercise any right or to take any action, which will derogate from the rights herein licensed or purported to be licensed to MouseTrap during the Term and for the Territory;

d) To the best of Licensor's knowledge, neither the Picture, nor any part thereof, nor any materials contained therein or synchronized therewith, nor the titles thereof, nor the exercise by MouseTrap of any right, license or privilege respecting the Picture, violates or will violate, or infringes or will infringe, any trademark, trade name, contract, agreement, copyright (whether common law or statutory), patent, literary, artistic, dramatic, personal, private, civil or property right or right of privacy or "moral rights of authors" or any other right whatsoever of, or slanders or libels, any person, firm, corporation or association whatsoever;

e) Licensor shall promptly discharge, when due, all supplemental market, royalty or other residual payments and third party participations which MouseTrap has not expressly agreed to pay;

f) There are, and will be, no claims, liens, encumbrances, limitations, restrictions or rights of any nature (including, without limitation, any liens or security interests in favor of any bank or other third party which may provide production financing for the Picture or may have otherwise loaned money to Licensor or any other producer of the Picture) in or to the rights in the Picture licensed, excluding only any liens which as a standard practice in the industry are required to be entered into in favor of any collective bargaining entity (e.g. SAG, DGA, WGA) in connection with the Picture, which will adversely affect or interfere with any of the Licensed Rights as granted to MouseTrap hereunder; or those liens which will not derogate from or compete with the rights herein licensed or purported to be licensed to MouseTrap during the Term and for the Territory;

g) as between the Festival and Licensor, to Licensor’s knowledge, Licensor or its assignor has, or will have fully paid, satisfied, cured or discharged at the time due or required all costs of producing and completing the Picture and all claims and rights with respect to the use, distribution, performance, exhibition and exploitation of the Picture, and any music contained therein and any other payments of any kind required to be made in respect, or as a result, of any use of the Picture (such as so called “step payments”, but excluding public performance royalties to performing rights societies);

h) Licensor owns and controls, without any limitations or restrictions whatsoever, all motion picture performance, synchronization, mechanical license and all other rights licensed hereunder in and to the Picture in the territory and all subsidiary rights embodied therein and has obtained all necessary licenses required for the exhibition, performance, duplication, distribution, marketing and exploitation of the Picture hereunder (including the music contained therein) throughout the Territory and during the Term, for any and all purposes licensed hereunder and by every means, method and device now or hereafter known or required for the full, complete and unlimited exercise and enjoyment by MouseTrap of each and all of the rights herein licensed to it;

i) The main and end titles of the negative and preprint materials of the Picture contain all necessary and proper credits for the actors, directors, writers and all other persons appearing in or connected with the production of the Picture who are entitled to receive the same;

j) To the best of Licensor’s knowledge, there are no restrictions which would or could prevent MouseTrap from distributing the Picture by any of the media or means for which rights are licensed to MouseTrap hereunder and there are not and will not be any payments (out of any part of any revenues from the distribution or exploitation of the Picture or otherwise, other than residuals and performing rights society royalties) which must be made by Licensor or MouseTrap to any actors, musicians, directors, writers or to other persons or entities for any right to exhibit the Picture or as compensation in connection with such exhibition or for any other use of the Picture or any of the rights therein and thereto licensed hereunder;

k) Licensor is at least 18 years of age or older; and

l) Licensor agrees that it shall, upon request, furnish MouseTrap with copies of all agreements and documents upon which any of the warranties and representations referred to herein are based or which are otherwise reasonably requested by MouseTrap in connection with the exploitation of the Licensed Rights. MouseTrap shall treat such agreements as confidential.

INDEMNITY:
In the event that any claim, dispute, action or proceeding shall be brought or asserted by any person or entity that alleges that the Picture makes unauthorized or unlawful use of any copyrighted, trademarked or other protected content or material, or in the event of any breach of any representation, warranty or agreement of Licensor hereunder, and with respect to any Claim (defined below) Licensor shall fully indemnify and defend Film Festival Flix, the Festival, and each of their representatives and affiliates from any and all claims, liability, losses, damages, costs, expenses (including reasonable legal fees) and penalties arising out of, resulting from, based upon or incurred in connection therewith.

GENERAL TERMS:
a) Licensor agrees that Festival’s exhibition or presentation of the Picture at the Festival does not and will not create any confidential or fiduciary relationship between the Festival on the one hand and Licensor and/or the Picture’s owners on the other.

b) Licensor agrees that no obligation of any kind is assumed by, or may be implied against, the Festival in the event of, by virtue of, or as a result of the Picture being in the Festival.

c) Licensor understands and acknowledges that the inclusion of the Picture in the Festival does not and will not in any way constitute an express or implied endorsement or approval by the Festival of the content of the Picture or any opinion expressed therein.

d) Licensor agrees that Festival is not liable for and has no responsibility should the Picture not be exhibited at the Festival, in whole or in part, whether by reason of technical difficulty or otherwise.

e) Licensor agrees that the Picture is being submitted to the Festival voluntarily and without promise or inducement, and that the submission of the Picture neither imposes nor creates any obligation or responsibility on the part of the Festival to Licensor or anyone related to the Picture.

f) Licensor agrees that in submitting the Picture to the Festival, Licensor waives, forfeits, foregoes and relinquishes any right that it might otherwise have to assert any claim or commence any proceeding in any forum or tribunal against the Festival or any affiliate thereof, based upon, arising out of or otherwise relating to the submission, exhibition or failure to exhibit the Picture (including, without limitation, claims relating to any failure or refusal to exhibit the Picture at the Festival, the exhibition or marketing of the Picture at or in connection with the Festival, alleged oral or written representations by the Festival or its representatives relating to the submission or exhibition of the Picture, and any other matters arising from or relating to the submission of the Picture), whether such claims may be based on theories of contract, implied contract, tort, statute, or other legal theory (hereinafter, “Claim”).

g) Under no circumstances shall any other remedy, including without limitation actual, expectancy, reliance, consequential, special, punitive or exemplary damages, or any other damages, or injunctive, declaratory, provisional or other relief, be available to Licensor or any other person or entity representing or affiliated with the Picture.

h) Without in any way limiting the provisions or scope of the agreements set forth above, Licensor further agrees that any claim, dispute or controversy arising out of, in connection with, or otherwise related to the Picture, the Festival, the License, or these Rules, Terms and Conditions, including, without limitation, any Claim (as this term is defined above) and any other claim or cause of action of any nature arising from the actual or alleged breach, termination, enforcement, interpretation or validity of the License or these Rules, Terms and Conditions, as well as the determination of the scope or applicability of this agreement to arbitrate, will be governed by the internal, substantive laws of the State of California and will be subject to and submitted to exclusive, binding arbitration before a single arbitrator in Los Angeles, California, which shall be the sole and exclusion forum for determination of such claim, dispute or controversy. Such arbitration will be administered by the Independent Film and Television Alliance (“IFTA”) pursuant to its Arbitration Rules and Procedures then in effect. The arbitrator shall have the right to award monetary relief only.

Licensor specifically agrees and acknowledges, however, that neither the arbitrator nor any court shall have the power to award punitive or exemplary damages, nor shall the arbitrator or any court have the power to order the Festival or Film Festival Flix to include the Picture in the Festival or to award other injunctive or non-monetary relief. The arbitrator shall have the power to award, and shall be required to award, to the substantially prevailing party in any such arbitration, its reasonable attorneys’ fees, costs and expenses incurred in connection with the arbitration (including, without limitation, reimbursement of that party’s share of the arbitrator’s fees and IFTA administrative charges). The arbitrator’s award shall be final, binding and non-appealable. Judgment on the arbitrator’s award may be entered in any federal or state court of competent jurisdiction in the United States. In agreeing to this exclusive arbitration provision.

Licensor hereby waives, forfeits and relinquishes any right or entitlement that it might otherwise have had to bring or litigate any claim or claims encompassed by this agreement in any federal or state court against the Festival, Film Festival Flix, or MouseTrap Films, LLC, or any affiliate, and further waive, forfeit and relinquish any right to a trial by jury with respect to such claim or claims.

i) Licensor hereby acknowledges that it has the right to consult with an attorney of its own choosing with respect to the License and these Rules & Terms and have done so or freely or voluntarily elected not to do so without coercion or duress.

j) The License together with these Rules & Terms shall supersede any information obtained elsewhere, including, but not limited to, information contained in any Frequently Asked Questions (FAQ) documents and/or rules and regulations documents from prior years.

k) Licensor further acknowledges that no oral representations, inducements, promises or assurances of any kind, and no representations, inducements, promises or assurances not set forth in the License or these Rules, Terms and Conditions, have been made to Licensor or anyone associated with the Picture by the Festival, Film Festival Flix, or any Related Parties.