The agency, account representative, owner, company, department or any other person(s) and/or entity (“AGENT”) representing the brand/product/service/destination/event in the pursuit of media coverage (“SUBJECT”), as specified in the accompanying Exhibit Submission Form above, agrees as follows:

1. Pursuant to the engagement of Upward Bound, Inc. ("UBI") DBA The Luxe List, an Editorial Contributor to other third party media outlets and a paid TV/radio brand spokesperson, having its principal place of business at 10755 Scripps Poway Parkway Suite 508, San Diego, CA 92131, to review and/or report about the SUBJECT(s)—whether products, brands, destinations or other—on TV and/or radio and/or for publication online (Internet) and/or offline (print), certain photographs, graphic images, icons, brochures, one sheets, and other written and/or graphic/image-based materials (“Provided Content”) and/or NON-RETURNABLE (unless otherwise agreed in writing) review units of physical items (“Submission(s)”) may be provided by AGENT to UBI to facilitate and enhance media coverage of the SUBJECT(s).

2. AGENT understands and agrees that the purpose of UBI’s engagement by AGENT, whether paid (fee-based) or unpaid, is to report on the Subject(s) (whether on TV, radio and/or editorially), and that UBI may air and/or publish this coverage with TV/radio stations and/or on web site(s) and/or with print magazine publishers, including, but not limited to, those of The Luxe List’s publishing partner and/or TV program affiliates.

3. AGENT hereby grants UBI a royalty-free worldwide non-exclusive license in perpetuity to use the Provided Content to facilitate, supplement and enhance her editorial coverage of the SUBJECT(s) for publication in online and/or offline (print) media outlets and/or with TV and/or radio stations at her discretion.

4. AGENT warrants it has the full ostensible authority to distribute the Provided Content and Submission(s) and, when applicable, solely work independently to negotiate deal terms for any and all Submission(s), whether verbally or in writing, to UBI (including and on behalf of AGENT’s internal agency/company/department, external brand/client or other requisite third party pre-delivery clearance as applicable who are all thus bound by any agreement AGENT makes with UBI), that all Provided Content and Submission(s) will be subject to the license grant and stipulations set forth in paragraph 3 above, and that the Provided Content does not infringe any third party or other intellectual property rights. AGENT further understands it bears full responsibility for procuring from UBI and otherwise duly maintaining accurate written documentation of all logistical protocols and deal terms, as applicable, including any terms verbally agreed upon. UBI's documentation and/or recounts of the same will serve as primary. The AGENT in any way facilitating Submission(s) to UBI, either with or without payment, serves as AGENT’S express legal agreement to proceed with coverage, subject to all of UBI’s stated terms relating to the provision/retention of product review unit(s) or other Submission(s), and any other logistical directives and/or deal points as specified via email and/or verbal agreement via telephone, as applicable.

5. All Provided Content and Submission(s) will be submitted to UBI with a clear indication of any third party intellectual property rights, if any, along with intellectual property attribution verbiage instruction so that UBI may publish the Provided Content with proper attribution for third party rights owners. If AGENT delivers Provided Content to UBI without said rights notice and attribution verbiage instruction, AGENT warrants that no such attributions are required and UBI’s publishing of the Provided Content without rights attribution will not infringe any patent, copyright, trademark, trade secret, or other right of any third party. With respect to video assets provided to UBI by AGENT on behalf of their own company/brand or any other that they represent (if any), AGENT warrants, represents and upholds the stipulations, permissions and rights as indicated in the “Broadcast Video Release Form” accessible at https://bit.ly/2SwSmjK, and submitting this online form represents AGENT's formal agreement and signature to all terms and parameters therein.

6. AGENT will notify UBI immediately upon discovering that Provided Content or Submission(s) have been delivered to UBI by AGENT with missing or incorrect rights attribution, if UBI inadvertently publishes the Provided Content without the required and/or correctly-stated rights attribution, or if the material is otherwise unauthorized, so that UBI may take appropriate and immediate action to remove the unauthorized content and/or provide proper attribution.

7. AGENT will defend, indemnify and hold UBI, its owners, principals, directors, officers, employees, publishing partners, and all other affiliated agents or business entities harmless from and against any and all liability, loss, expense (including reasonable attorneys’ fees and monetary product valuations), or claims for injury or damages arising out of UBI’s authorized use or media coverage of the Provided Content and/or Submission(s), and/or any claims arising out of this Agreement or the performance hereunder including any claims by AGENT's principal, client or brand at large.

8. AGENT understands and agrees that any and all Submissions shipped to UBI are NON-RETURNABLE unless otherwise explicitly agreed in writing. UBI may make any use of non-returnable Submission(s) as it sees fit, including donating same to organizations at her sole discretion. In instances where UBI has unambiguously agreed, in writing, to return Submission(s), AGENT further acknowledges that it bears full responsibility for providing UBI with a recipient or agency-pay return shipping label (physical or via email to be printed out) and any requisite packing and shipping materials (boxes, bubble wrap, etc.) to best assure safe delivery. AGENT fully understands and agrees that, in any instance, risk of loss passes at the shipping point and UBI will bear no financial or legal liability whatsoever for any damage incurred during the shipping process. AGENT also understands and agrees that if said shipping label is not provided to UBI within three (3) calendar months of the coverage date, UBI is then legally authorized to keep possession/ownership over all Submission(s), irrespective of monetary value, which will become its sole property to utilize at its sole discretion.

9. This Agreement shall be governed and interpreted pursuant to the laws of California, United States of America, notwithstanding any principles of conflicts of law. AGENT specifically consents to personal jurisdiction in California in connection with any dispute between AGENT and UBI arising out of this Agreement or pertaining to the subject matter hereof. AGENT agrees that the exclusive venue for any dispute between the parties arising out of this Agreement will be in the state and federal courts in San Diego County, California.

10. The person submitting this Service and Indemnity Agreement and accompanying Exhibit Submission Form information warrants and represents that he/she has the authority on behalf of AGENT to do so and that this agreement constitutes a valid, binding and enforceable obligation of AGENT. Click “Submit” at page bottom to transmit this Service and Indemnity Agreement and accompanying Exhibit Submission Form information now electronically. Or, contact merilee@dev.luxelistreviews.com to request this Indemnification Agreement and accompanying Exhibit/Submission form in PDF format for return hard copy delivery via fax or USPS or electronically via email. Entering your first and last name in this form serves as your legally binding digital signature--consent to use in lieu of an original signature on paper. You will not be technically able to submit this form until you have entered your name in agreement.