PHOTO RELEASE AND LICENSE

  1. SPECIFIED MATERIAL/ USE:  Licensor hereby grants to Licensee a perpetual non-exclusive and transferable license to use all or any part of and photograph or otherwise reproduce the photograph(s) uploaded or attached hereto ("Material") as featured on any promotional materials, ads or games created by Licensee throughout the Universe, in any and all media now known or hereafter devised, including, without limitation, ads, promotions, the Pet Detectives calendar or games.  Nothing herein shall be deemed to obligate Licensee to use the Material or to otherwise exploit any rights granted to Licensee hereunder. 
  2. REPRESENTATION:  Licensor represents and warrants that it has the full right and authority to enter into this Agreement and to grant the rights herein granted; that, except as provided in Exhibit “A” hereto, the consent of no other person or entity is required for Licensee's use of the Material as contemplated hereunder; that (unless expressly set forth elsewhere in this Agreement) Licensee has no commitments or obligations to Licensor, financial or otherwise, as a result of this Agreement; and that, except as specifically provided to the contrary in Material, Licensor has hereby given all clearances, copyright or otherwise, for the use of the Material for exploitation. Licensor represents that it has obtained all necessary releases and clearances from any and all personnel and/or entities appearing in or providing services in connection with the Material.
  3. INDEMNITY: Licensor and Licensee shall each indemnify the other against any loss or damage (including reasonable attorneys' fees) arising out of or in connection with any claim by any third party arising out of any breach by the indemnifying party of its warranties, representations or agreements.
  4. ASSIGNMENT:   Licensee's rights under this Agreement may be assigned and licensed and such assignment or license will be binding upon and inure to the benefit of Licensor, Licensee and their respective assignees and licensees.
  5. WAIVER OF FEE:  Licensor agrees to grant Licensee the rights for use of the Material without any financial or license fee.
  6. GOVERNING LAW:  This Agreement and all matters or issues material thereto shall be governed by the laws of the State of California applicable to contracts performed entirely therein.
  7. ENTIRE AGREEMENT:  This Agreement expresses the entire agreement between Licensee and Licensor and there are no prior arrangements or representations, either oral or written, as to the subject matter hereof. This Agreement may be amended or modified only by the written agreement of Licensor and Licensee.