These general Terms and Conditions (“T&Cs” or “Agreement”) govern the rights by an individual who creates content and publishes digital content (“Creator”).

For good and valuable consideration, IDEAL Industries, Inc., and its subsidiaries (the “Licensee”) and Creator agree as follows:

Intellectual Property Ownership: Content Creators shall retain all ownership of their content, and nothing contained in these T&Cs convey ownership to Creators’ intellectual property. Except for rights expressly granted under these T&C’s, nothing in this agreement will function to transfer any of either party’s intellectual property rights to the other party, unless otherwise agreed in writing.

Intellectual Property License. Upon acceptance of these T&C’s in writing, Creator hereby grants to Licensee a worldwide, non-exclusive, irrevocable, royalty-free, transferable perpetual license to use, reproduce, distribute, display and to create derivative works from the materials contained in the requested work (the “Post”) for marketing purposes.

Credit, Attribution and Linking. Licensee will endeavor to credit Creator in connection with the use of the Post by identifying Creator in conjunction with the content of the Post as displayed. Licensee may also provide a link to the Post, to the extent available, on the source network (e.g., Instagram, Facebook, Twitter). Licensee shall not be held liable for failing to credit Creator if the original post or Creator handle becomes unavailable.

Promotional Use. Creator grants to Licensee the right to use Creator’s username, profile image, pseudonym and/or image for the purpose of promoting or crediting Creator in connection with authorized uses of the Post by Licensee.

Creator’s Warranty. Creator warrants and represents that (1) the Posts are Creator’s own independent creation and original works and/or that he or she has obtained appropriate permissions from any owner of any part of the Posts (2) that Creator is the sole owner of the Posts and has the full power to grant the license herein and (3) that Creator’s Posts do not infringe any existing intellectual property rights, including, without limitation, copyright rights, or trade secret or any contractual rights, and that they contain no matter which, if published, will be fraudulent, harassing, libelous, obscene, or a violation of any rights of publicly or privacy, or any law or regulation. Creator will fully cooperate with Licensee in responding to and defending against any third-party claim related to the Post.

Indemnity. Creator shall indemnify, defend, and hold harmless Licensee, its editors, officers, employees and agents from all claims of third parties, including reasonable attorneys’ fees, to the extent that the claim if true, would constitute a breach of Creator’s Warranty.

Governing Law and Arbitration. This Agreement and all transactions entered into pursuant hereto will be governed by and interpreted in accordance with the internal laws of the State of Illinois and construed in accordance therewith, without giving effect to any choice-of-law or conflict of laws rules that would cause the application of the laws of any other jurisdiction. In the event of any controversy or dispute arising out of or relating to these T&C’s, the parties shall consult and negotiate with each other and attempt to reach a solution satisfactory to both parties. If the Parties do not reach settlement within a period of thirty (30) days, any unresolved controversy or claim arising out of or relating to this Agreement shall be finally and solely determined and settled by arbitration at Chicago, Illinois, USA, in accordance with the commercial arbitration rules of the American Arbitration Association. The parties will seek to mutually appoint an arbitrator. If the parties cannot agree on a single arbitrator, then there shall be three (3) arbitrators: one selected by each party, and a third selected by the first two arbitrators. All negotiations and arbitration proceedings pursuant to this Section will be confidential and treated as compromise and settlement negotiations for purposes of all similar rules and codes of evidence of applicable legislation and jurisdictions. The language of the arbitration shall be English.

Entire Agreement. This Agreement sets forth the entire understanding and agreement between the Creator and Licensee and supersedes all proposals or communications, oral or written, between the parties relating to the subject matter of this Agreement. No modification of this Agreement will be binding unless it is in writing and is signed by authorized representatives of both parties.