By submitting any Content (as defined herein) to Sup3r, Inc. (“Us” or “SUP3R”), via www.festisia.com or otherwise, you (“You”) agree to the following terms and conditions (the “Agreement”) effective upon the date of such submission (the “Effective Date”):

  1. Definitions

1.1 “Content“ means any property submitted by You to SUP3R, via www.festisia.com or otherwise, and all Intellectual Property and Intellectual Property Rights forming a part of, embodied, in or necessary for use of the property.

1.2 “Intellectual Property” means all technology and intellectual property, regardless of form, including without limitation: published and unpublished works of authorship, including without limitation video works, photographic works, audio works, blogs, vlogs, collective works, compilations, derivative works, literary works, and sound recordings (“Works of Authorship”); inventions and discoveries (“Inventions”); marks, logo, names, and/or trademarks or service marks or other identifying assets, used to identify or distinguish a business, good, group, product, or service (“Trademarks”); and information that is not generally known or readily ascertainable through proper means, whether tangible or intangible, including without limitation algorithms, customer lists, ideas, designs, formulas, know-how, methods, processes, programs, prototypes, systems, and techniques (“Confidential Information”).

1.3 “Intellectual Property Rights” means all rights in, arising out of, or associated with Intellectual Property in any jurisdiction, including without limitation: rights in, arising out of, or associated with Works of Authorship, including without limitation rights in maskworks and databases and rights granted under the Copyright Act (“Copyrights”); rights in, arising out of, or associated with Inventions, including without limitation rights granted under the Patent Act (“Patent Rights”); rights in, arising out of, or associated with Trademarks, including without limitation rights granted under the Lanham Act (“Trademark Rights”); rights in, arising out of, or associated with Confidential Information, including without limitation rights granted under the Uniform Trade Secrets Act (“Trade Secret Rights”); rights in, arising out of, or associated with a person’s name, voice, signature, photograph, or likeness, including without limitation rights of personality, privacy, and publicity (“Personality Rights”); rights of attribution and integrity and other moral rights of an author (“Moral Rights”); rights in, arising out of, or associated with domain names (“Domain Name Rights”); and, if any animals are featured, rights arising out of or associated with the name, voice, or likeness of those animals (“Animal Rights”).

  1. Assignment

2.1 You hereby perpetually, irrevocably, and unconditionally assign, transfer, and convey to SUP3R and its successors and assigns, all of your right, title, and interest in and to the Content. You further perpetually, irrevocably, and unconditionally assign, transfer, and convey to SUP3R and its successors and assigns all claims for past, present and future infringement or misappropriation of the Intellectual Property Rights included in the Content, including all rights to sue for and to receive and recover all profits and damages accruing from an infringement misappropriation prior to the Effective Date as well as the right to grant releases for past infringements. You hereby waive and agree not to enforce all Moral Rights and all Personality Rights that you may have in the Content. For avoidance of doubt, you acknowledge that SUP3R may exploit or otherwise use the Content or allow third parties (including but not limited to SUP3R’s partner accounts such as Festive Owl), to exploit or otherwise use the Content, including all derivative or subsidiary rights, in any manner, media or forms of exploitation, throughout the universe, now known or hereafter devised.

2.2 You will take all action and execute all documents as SUP3R may reasonably request to effectuate the transfer of the Content and the vesting of complete and exclusive ownership of the Content in SUP3R. In addition, you will, at the request and sole cost and expense of SUP3R, but without additional compensation, promptly sign, execute, make, and do all such deeds, documents, acts, and things as SUP3R may reasonably require:

(a) to apply for, obtain, register, maintain and vest in the name of SUP3R alone (unless SUP3R otherwise directs) Intellectual Property Rights protection relating to any or all of the Content in any country throughout the world, and when so obtained or vested, to renew and restore the same;

(b) to defend any judicial, opposition, or other proceedings in respect of such applications and any judicial, opposition, or other proceedings or petitions or applications for revocation of such Intellectual Property Rights; and

(c) to assist SUP3R with the defense and enforcement of its rights in any registrations issuing from such applications and in all Intellectual Property Rights protection in the Intellectual Property.

2.3 If at any time SUP3R is unable, for any reason, to secure your signature on any letters patent, copyright, or trademark assignments or applications for registrations, or other documents or filings pertaining to any or all of the Content, whether because of your unwillingness, or for any other reason whatsoever, your hereby irrevocably designates and appoints SUP3R and its duly authorized officers and agents as its agents and attorneys-in-fact, to act for and on its behalf and stead to execute and file any and all such applications, registrations, and other documents and to do all other lawfully permitted acts to further the prosecution thereon with the same legal force and effect as if executed by you.

2.4 You further grant SUP3R the non-exclusive rights to use and authorize the use of your name, approved quotations, voice, approved performance, approved photograph(s) and approved likenesses (deemed approved if embodied in the Content) in connection with SUP3R’s use of the Content.

  1. Consideration. Your exclusive assignment, transfer, grant of ownership, of all rights to SUP3R of the Content, (or exclusive license of copyright in and to the Content if a court or arbitrator were to find that, for some reason, ownership of the Content was not properly transferred to SUP3R), and this Agreement are supported by reasonable and valuable consideration, the receipt and adequacy of which is or are hereby acknowledged by You. You acknowledge that such consideration includes the mere possibility of SUP3R’s (as defined, and naturally its other licensees) use or display and/or distribution of the Content, and the mere possibility of the publicity and promotion from SUP3R’s use or display and/or distribution of the Content, and the mere possible use of Your Personality Rights.


  1. Independent Contractor. Nothing in this Agreement is to be considered to create an employer-employee relationship between you or any of your personnel and SUP3R. You will be solely responsible for any and all taxes, fees, permits, and surcharges imposed by any federal, state, county, or municipality in connection with this Agreement.


  1. Confidentiality. You must not use any Confidential Information assigned as part of the Content except for the benefit of SUP3R. You must not disclose such Confidential Information to third parties. You must take reasonable steps to maintain the confidentiality and secrecy of such Confidential Information and to prevent the unauthorized use or disclosure of such Confidential Information. Any breach of these restrictions will cause irreparable harm to SUP3R and will entitle SUP3R to injunctive relief in addition to all applicable legal remedies.


  1. Representations and Warranties. You represent and warrant to SUP3R that: You exclusively own all right, title, and interest in and to the Content; You have not granted and will not grant any licenses or other rights to the Content to any third party; the Content is free of any liens, encumbrances, security interests, and restrictions on transfer; to your knowledge, the Intellectual Property that is assigned as part of the Content does not infringe Intellectual Property Rights of any third party; there are no legal actions, investigations, claims, or proceedings pending or threatened relating to the Content; and you are the owner of any animals featured in the Content, you do not require the consent of any other person or entity to grant the Personality Rights of those animals, authorized the filming of any animals in and for the Content, and you did not mistreat any of those animals in the course of filming.


  1. Indemnification. You will defend, indemnify, and hold harmless SUP3R, and SUP3R’s officers, directors, shareholders, successors, and assigns, from and against all losses, liabilities, and costs including, without limitation, reasonable attorneys’ fees, expenses, penalties, judgments, claims and demands of every kind and character that SUP3R, its officers, directors, shareholders, successors, and assigns may incur, suffer, or be required to pay arising out of, based upon, or by reason of: the breach by you of any of the representations or warranties made by you under this Agreement; your use of the Content prior to the Effective Date; or your failure to perform your obligations under this Agreement.


  1. Miscellaneous

8.1 Injunctive Relief. A breach of this Agreement may result in irreparable harm to SUP3R and a remedy at law for any such breach will be inadequate, and in recognition thereof, SUP3R will be entitled to injunctive and other equitable relief to prevent any breach or the threat of any breach of this Agreement by you without showing or proving actual damages.

8.2 Binding on Successors. This Agreement will inure to the benefit of, and be binding upon, the parties, together with their respective representatives, successors, and assigns, except that you may not assign this Agreement without the consent of SUP3R. SUP3R may assign this Agreement in its discretion.

8.3 Governing Law and Jurisdiction. This Agreement will be governed by, and construed in accordance with, the laws of the State of New York without reference to its conflict of laws provisions. With respect to any dispute arising out of or related to this Agreement, the parties consent to the exclusive jurisdiction of, and venue in, the federal and state courts located in New York County, New York.

8.4 Amendment and Waiver. This Agreement may not be amended or modified unless mutually agreed upon in writing by the parties and no waiver will be effective unless signed by the party from whom such waiver is sought. The waiver by any party of a breach of any provision of this Agreement will not operate or be construed as a waiver of any subsequent breach.

8.5 Severability. If any provision of this Agreement is held invalid by any court of competent jurisdiction, such invalidity will not affect the validity or operation of any other provision, and the invalid provision will be deemed severed from this Agreement.

8.6 Entire Agreement. This Agreement is the entire agreement concerning the subject matter hereof. It supersedes all prior and contemporaneous agreements, assurances, representations, and communications between the parties.