RELEASE, CONSENT AND INDEMNITY FOR USE OF MEDIUM/MATERIALS

These terms govern the submittor’s (“Grantor”) irrevocable grant to Omnia Media, Inc. and its affiliates, and their respective licensees, successors and assigns (collectively, the “Producer”) of the rights listed below with respect to all or any part of the audiovisual work(s) submitted by Grantor to Omnia Media, 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”) for the use by Arcade Cloud (the “Program”).

Grantor acknowledges that Producer desires to use the Medium/Materials, and/or portions of them as determined by Producer in its sole discretion, in connection with the production, exhibition, distribution, transmission and other exploitation (commercial or otherwise) of the Program.  For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by Grantor, Grantor covenants and agrees as follows:

1.         Grantor irrevocably and in perpetuity hereby grants to Producer the right to use the Medium/Materials, and/or any portions of them as determined by Producer in its sole discretion, throughout the world, in any and all media or communication now known or hereafter developed, in any language, in connection with the production, exhibition, distribution, transmission and other exploitation (commercial or otherwise) of the Program.  The rights granted to Producer include, without limitation, the right to cut, copy, edit, alter and otherwise deal with the Medium/Materials as Producer in its sole discretion determines.    Without limiting the generality of the foregoing, Producer’s rights shall include the right to advertise, promote, or otherwise use, exploit or adapt in all languages, in any manner, media or communication, the Program, including the Medium/Materials, and/or any extracts or sequences therefrom.  Grantor hereby waives any moral or similar rights it may have in the Medium/Materials and in the Program.

2.         Grantor agrees that all rights in and to the Medium/Materials as incorporated into the Program shall absolutely and irrevocably vest in and remain with Producer in perpetuity throughout the world.  Grantor and Producer acknowledge and agree that: (i) Grantor shall retain copyright to the Medium/Materials itself; (ii) Producer exclusively owns the copyright and all other intellectually property rights or interests whatsoever with respect to the Program and Grantor has no rights or interests whatsoever with respect to the Program; and (iii) Producer’s use of the Medium/Materials is limited to use, exhibition, distribution, transmission and other exploitation in connection with the Program and the promotion and advertising of the Program, Producer and Producer’s businesses.

3.         Grantor warrants and represents to Producer that: (i) it exclusively owns or controls all rights, title and interests necessary in order to grant to Producer the rights granted hereunder; (ii) the use of the Medium/Materials by Producer will not infringe the rights or privilege of any person including, without limitation, any rights of privacy, publicity or personality of Grantor; (iii) Grantor has obtained all consents, releases, waivers and rights necessary for the unfettered grant to Producer of the rights granted in this agreement; and (iv) Producer has fully explained to Grantor the nature and composition of the Program.

4.         Grantor agrees to indemnify and hold harmless Producer, its shareholders, directors, officers, employees, independent contractors and agents (the “Indemnified Parties”) from and against any and all damages, losses, costs and expenses (including reasonable legal costs) incurred by the Indemnified Parties in relation to any breach of Grantor's warranties, representations, covenants and agreements given under or pursuant to this agreement.       

5.         Grantor agrees that Grantor shall not be entitled to any compensation whatsoever with respect to the Program or the Producer’s use or exploitation of the Medium/Materials, and that Grantor has voluntarily delivered the Medium/Materials to Producer.  Grantor agrees that in no event shall Producer be obligated to produce and/or exploit the Program, nor shall Producer be obligated to include the Medium/Materials in the Program.

6.         In the event of a breach or alleged breach of this agreement by Producer, Grantor’s sole recourse shall be a claim for monetary damages against Producer and in no event shall Grantor be entitled to any injunctive or other remedial, equitable or other relief against Producer or any other person.  

7.         This Agreement may be assigned, licensed, sub-licensed or otherwise transferred by Producer without Grantor’s consent.  This Agreement may not be assigned or otherwise transferred by Grantor and is binding on Grantor’s heirs, executors, administrators, personal representatives and any permitted successors or assigns. This Agreement shall be governed by and construed in accordance with laws of the State of California and the laws of the United States of America applicable therein.  The courts of the State of California shall have exclusive jurisdiction regarding any matter arising out of or in connection with this Agreement.