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Licensor, hereby grants to R.J. Perry of MadLab Entertainment Group (“Producer”), its successors and assigns, the non-exclusive right to reproduce all Licensed Material, not limited to photographs, videos, logos, artwork and other acquired media, to record and edit the Licensed Material as desired on film, video, or otherwise (the “Recording”), and to use the Licensed Material, in whole or in part, in and in connection with the Video/Episode for ‘Spooky Kisses Haunts’, and all versions thereof and all materials relating thereto, including advertising and promotion. Producer, and its successors shall have rights to use Licensed Material throughout the world in perpetuity without limitation as Producer shall determine in its sole discretion, including without limitation to distribute the Video in all manner, format and media, whether now known or hereinafter developed.

Licensor represents and warrants that Licensor possesses or has obtained all rights to the Licensed Material necessary for the grant of this license and that the rights granted hereunder will not conflict with or violate any commitment, agreement, or understanding Licensor has or will have to or with, nor infringe upon any rights of, any person or entity. Licensor shall pay and indemnify and hold Producer and its grantors, officers, directors, assignees, agents, licensees, and employees harmless from and against all claims, losses, costs, expenses, settlements, demands, and liabilities of every kind, including reasonable attorneys’ fees and expenses, arising out of or incurred by reason of the use of the Licensed Material set forth herein or the inaccuracy, alleged breach, or actual breach of any representation, warranty, covenant, agreement, or undertaking Licensor has made herein.

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