This submission agreement (this "Agreement") shall be between you as either an individual artist or as the legal authorized representative of a group artist or a group of artists (individually and collectively, the "Artist") and HighEdge, Inc. ("Brickfish®") concerning the uploading of Artist's Content, as defined in the Terms of Use, to the Website or any successor(s) websites and/or websites to which the contents in whole or in part of the Website are assigned (the "Brickfish Site(s)") and concerning Brickfish's use of Content on the Brickfish Site(s). If Artist is agreeing on behalf of a group artist or a group of artists then each reference to "Artist" in this Agreement refers to each member of the group or the group as a whole, as the case may be. All defined terms used herein which are defined in the Terms of Use shall have the same meaning herein as ascribed to them in the Terms of Use. Artist and Brickfish acknowledge the exchange of mutual benefits and promises and other consideration and agree as follows with respect to new submissions of Content and any former submissions of Content:

1. Term. The term ("Term") of this Agreement starts on the date that the Content are initially uploaded to any Brickfish Site(s) and continues until either Artist or Brickfish terminates this Agreement in writing, with or without cause or by the removal of Content for the purpose of termination all subject to the survival of certain undertakings in this Agreement set forth below*:
   
   
   1. To the extent this Agreement is terminated by Artist, the rights granted in this Agreement will terminate only after Artist has removed all of his or her Content from the Brickfish Site(s) excluding those Content that cannot be removed by Artist (e.g. comments posted to Brickfish), and Brickfish has received notice of the removal. If this Agreement is terminated by Brickfish, this Agreement will terminate when Brickfish removes such Content from the Brickfish website excluding comments posted to Brickfish by Artist. If the Agreement is terminated in these ways, the parties agree to cooperate reasonably in providing an orderly termination of the relationship.
   
   
   2. Artist can selectively terminate this Agreement with respect to any individual work posted by Artist to Brickfish by removing the posted work from Brickfish and this selective termination with respect to an individual work will become effective when Brickfish receives written notice of the removal. Brickfish provides a removal function with respect to individual works posted by Artist and the proper use of this function shall serve as notice of removal. If the Agreement is terminated with respect to an individual work in this way, the parties agree to cooperate reasonably in providing an orderly withdrawal of the work to the extent it has been licensed to third parties under this Agreement or to the extent that Artist has placed the work in the Print program or similar commercial efforts within Brickfish Sites.
   
   
   
   * A Note regarding Submission of Content to Campaigns. Artist agrees that upon submission of any Content to any campaign hosted on Brickfish.com, including image, blog, audio, video, and/or any other Content submission presently known or hereafter devised on Brickfish.com or by its affiliates, such Content will remain on the site in perpetuity or for as long as Brickfish deems appropriate to archive. Specifically, once submitted to a campaign, Artist releases the right to remove entries from the campaign at any point during or after the campaign has concluded even if Artist terminates Agreement per 1a and/or 1b above.
   
   
2. Ownership. Unless provided to the contrary elsewhere in writing by Brickfish, Artist at all times retains all right, title and interest in and to the Content provided by Artist hereunder (including, without limitation, the copyrights in and to the Content), subject to the non-exclusive rights in the licenses granted to Brickfish under this Agreement. Artist is free to grant similar rights to others during and after the Term of this Agreement.


3. License to Use Content. As and when Content are uploaded to the Brickfish Site(s), Artist grants to Brickfish a worldwide, royalty-free, non-exclusive license to do the following things during the Term:
   
   
   1. to prepare and encode Content or any part of them for digital or analog transmission, manipulation and exhibition in any format and by any means now known or not yet known or invented;
   
   
   2. to display, copy, reproduce, exhibit, publicly perform, broadcast, rebroadcast, transmit, retransmit, distribute through any electronic means (including analog and digital) or other means, and electronically or otherwise publish any or all of the Content, including any part of them, and to include them in compilations for publication, by any and all means and media now known or not yet known or invented;
   
   
   3. to modify, adapt, change or otherwise alter the Content (e.g., change the size) and use the Content as described in Section 3(b); and
   
   
   4. the right to assign and/or sublicense to any other person or company any of the licensed rights in the Content, or any part of them, subject to the terms and conditions of this Agreement.
   
   
   5. Artist acknowledges that Artist will not have any right, title, or interest in any other materials with which Content may be combined or into which all or any portion of Content may be incorporated.
   
   
   6. During the Term, Brickfish's licenses under this Agreement include the right to use any part of the Content in the promotion, advertising or marketing of the Brickfish Sites, by any and all means and media now known or not yet known or invented.
   
   
4. Name and Likeness. Artist also grants to Brickfish:
   
   
   1. a worldwide, royalty-free, non-exclusive license to use Artist's name(s), group name, photograph and/or likeness(es) and biographical materials in connection with the distribution, exploitation, promotion, marketing and advertising of the Content, and the Brickfish Site(s) as described hereunder, during the Term;
   
   
   2. Artist also agrees not to assert against Brickfish any privacy, publicity, moral or similar rights held by Artist and on behalf any other person(s) whose name(s), photographs and/or likeness(es) and/or performances are embodied in the Content. Artist also agrees that any persons other than Artist appearing recognizably or otherwise in Content will not assert any rights of privacy, publicity, moral or similar rights under the laws of the United States and any other country in connection with the exploitation of the materials as described in this Agreement; and,
   
   
   3. to the extent that the Content contain the name(s), group name, photograph and/or likeness(es) and biographical materials of any other person, Artist hereby grants to Brickfish a worldwide, royalty-free, non-exclusive license to use them in connection with the distribution, exploitation, promotion, marketing and advertising of the Content, as described in this Agreement, during the Term.
   
   
5. Limitation of Rights. The rights and licenses granted to Brickfish under sections 3 and 4 of this Agreement require Brickfish to obtain Artist consent before Brickfish makes any commercial agreement with anyone else to separately buy, license, re-sell or re-publish or commercially use any Content not in association with Brickfish but as an individual work of art or as a group of works from a single Artist in isolation from any other works. No additional consent is required for any other licensed uses under this Agreement of Content either as part of the Brickfish Site(s) or in connection with the distribution of content groups from the Brickfish Site(s) and/or for uses of the Content made at the discretion of a visitor to the Brickfish Site(s) or other users under agreements with Brickfish. Brickfish will contact Artist in writing about any individual commercial uses of Content instigated by Brickfish.


6. Payment. Unless otherwise agreed between Artist and Brickfish in a writing from Brickfish, the license granted to Brickfish under this Agreement is royalty-free, and in no event shall any payment or fee of any kind be due or owing to Artist.


7. Representations and Warranties. Artist represents and warrants that:
   
   
   1. Artist has the full right and power to enter into and perform this Agreement and to grant Brickfish all rights to use the Content as contemplated in this Agreement, including, without limitation, the license grants in Sections 3, 4 and 5,
   
   
   2. Artist has obtained all necessary third-party consents, rights, licenses and permissions, if any, required for Artist to enter into and perform this Agreement and to grant Brickfish the rights to use the Content set out in this Agreement (including, without limitation, consents and permissions from owners of any elements that are used in the Content),
   
   
   3. the Content (and Brickfish's use of them in accordance with this Agreement and/or the Terms of Use) do not and will not infringe on any rights of any third party, including any trademark, copyright, patent, trade secret, intellectual property, right of privacy or publicity or moral rights of any third party,
   
   
   4. all information that Artist has provided or will provide to Brickfish is true and complete,
   
   
   5. the Content do not and will not violate any law, statute, ordinance or regulation,
   
   
   6. the Content do not and will not be defamatory, libelous, threatening, pornographic, obscene, harmful to minors, violations of child pornography or child sexual exploitation laws,
   
   
   7. the Content do not and will not contain any viruses or other programming routines that may detrimentally interfere with computer systems or data, whether those of Brickfish or any third party, and
   
   
   8. if Artist or any member of Artist's group is a minor, Artist hereby warrants that Artist has the legal right to execute this Agreement on behalf of the minor artist and guarantee such person's performance of the terms of this Agreement. These warranties shall survive any termination of this Agreement.
   
   
8. Third Party Payments. Artist is responsible for all licensing, reporting and payment obligations of any kind to third parties in connection with the Content.


9. Indemnity. In addition to the indemnities set forth in the Terms of Use, Artist agrees to defend, indemnify, reimburse and hold Brickfish and its parent, subsidiary and affiliated entities, and its and their members, managers, officers, directors, representatives, employees, agents, successors, designees, licensees, sublicensees and assigns harmless from and against any and all liability, loss, damages, judgments, costs and expenses (including reasonable attorney's fees, costs and expenses and court costs) arising out of or related to:
   
   
   1. any breach or alleged breach of Artist's representations and warranties and/or any breach, alleged breach or violation of the notices, terms and conditions of this Agreement; and
   
   
   2. Artist's violation or alleged or threatened violation of any rights of a third party, including, without limitation, any trademark, copyright, patent, trade secret, right of privacy or publicity or moral rights of any third party, arising from the submission and/or use of Content as provided in this Agreement.
   
   
   
   
10. Brickfish's Performance. Artist acknowledges and agrees that the operation of the Brickfish Site(s) may from time to time encounter technical or other problems and may not necessarily continue uninterrupted or without technical or other errors and Brickfish will not be responsible to Artist or others for any interruptions, errors or problems or even for an outright discontinuance of the Brickfish service. There are no assurances whatsoever that any of the Content or any part or element of Artist materials will actually be used on the Brickfish Site or if used will continue to be available for any particular time. Brickfish has the right, in Brickfish's sole and absolute discretion, to remove from the Brickfish Site(s) at any time the Content or any part of them and/or to revoke any sublicense granted by Brickfish to any affiliate or unaffiliated third party. Notwithstanding the foregoing, Brickfish does not control the content of the Content and does not have any obligation to monitor the content of the Artist materials for any purpose or reason. Artist acknowledges that Artist is solely responsible for all content submitted to the Brickfish Site(s) by Artist. The Brickfish Site may be discontinued at any time, with or without reason and all Artist materials uploaded to Brickfish may be removed and unavailable for recovery by any means. Artist and only Artist is responsible for maintaining at Artist's expense and in facilities owned or controlled only by Artist any and all original materials or so-called back-up copies of all or any part of the Content.


11. No Liability for Third Party Use. IN ADDITION TO THE DISCLAIMERS SET FORTH IN THE TERMS OF USE, BRICKFISH DISCLAIMS ALL RESPONSIBILITY AND LIABILITY FOR ANY THIRD-PARTY USE OF THE CONTENT MADE AVAILABLE ON THE BRICKFISH WEBSITE BY THE ARTIST PURSUANT TO THE TERMS OF THIS AGREEMENT. ARTIST SHALL BE SOLELY RESPONSIBLE FOR SEEKING RELIEF FOR ANY UNAUTHORIZED USE OF CONTENT BY A THIRD-PARTY, AND NOT FROM BRICKFISH. THIS MEANS, AMONG OTHER THINGS, THAT IF ANOTHER PERSON OBTAINS CONTENT FROM BRICKFISH (WHETHER OR NOT WITH BRICKFISH'S PERMISSION), AND USES THOSE MATERIALS IN A WAY NOT AUTHORIZED BY THE LICENSES GRANTED UNDER THIS AGREEMENT ARTIST WILL SEEK REDRESS OR RECOVERY FROM THE OTHER PERSON AND NOT FROM BRICKFISH, AND THAT ARTIST WILL NOT HOLD BRICKFISH RESPONSIBLE OR LIABLE FOR SUCH UNAUTHORIZED USE.


12. Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT (INCLUDING NEGLIGENCE) SHALL BRICKFISH, ITS OFFICERS, DIRECTORS, MEMBERS, PARENTS, AFFILIATES, SUBSIDIARIES, LICENSEES, ASSIGNS, SUCCESSORS, AGENTS, REPRESENTATIVES, EMPLOYEES OR LICENSORS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING OUT OF AN ACTION UNDER CONTRACT, NEGLIGENCE OR ANY OTHER THEORY AND DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS, INCIDENTIAL DAMAGES, CONSEQUENTIAL DAMAGES, PUNITIVE DAMAGES, EXEMPLARY DAMAGES), WHETHER OR NOT BRICKFISH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE BRICKFISH SITE(S). IN NO EVENT SHALL BRICKFISH'S TOTAL LIABILITY TO ARTIST UNDER THIS AGREEMENT FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY EXCEED $5. THE PARTIES ACKNOWLEDGE AND AGREE THAT BRICKFISH HAS ENTERED INTO THIS AGREEMENT IN RELIANCE ON THE LIMITATIONS OF LIABILITY SPECIFIED IN THIS AGREEMENT, WHICH ALLOCATE THE RISK BETWEEN ARTIST AND BRICKFISH, AND FORM THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.


13. Copyright and Trademark Notices. Brickfish, the Brickfish logos and mascots, and the layout and design of the Brickfish Site(s), among other marks that may appear on the Brickfish Site(s) are trademarks of HighEdge, Inc. (the "Brickfish Marks"). Other trademarks and service marks on the Brickfish Site(s) may be the property of the advertisers, content partners and/or providers, or other third parties. Artist may not use any of the Brickfish Marks without Brickfish's prior written permission, and Artist may not use any third-party marks without the third party's prior written permission.


14. Miscellaneous.
    
    
    1. Governing Law. This Agreement shall be governed by the laws of the State of California without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction. Any legal action or proceeding relating to your access to, or use of, the Services shall be instituted exclusively in a state or federal court located in California. You and Brickfish agree to submit to the jurisdiction of, and agree that venue is proper in, these courts in any such legal action or proceeding.
    
    
    2. Entire Agreement; Waiver; Headings. Unless otherwise modified by Brickfish elsewhere in writing, this Agreement constitutes the entire agreement between you and Brickfish regarding the submission of Content to Brickfish. The failure of Brickfish to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. Please contact us with any questions regarding this Agreement. You may also receive a copy of this Agreement (in ASCII text format) by e-mailing us at: membersupport@brickfish.com
    
    
    3. Modification. Brickfish reserves the right to amend the terms of this Agreement from time to time in its sole discretion. Brickfish may modify this Agreement from time to time and such modification shall be effective: (1) upon posting by Brickfish on the Brickfish Site(s), for all Artists who first submit content after the posting, or (2) thirty (30) days after posting by Brickfish on the Brickfish Site(s), for all existing Artists. If Artist continues to upload Content after being notified of the changes to the Agreement, Artist will be deemed to have accepted those changes and the new terms of the Agreement will govern all prior and future submissions of Content. If Artist does not accept the new terms of the Agreement, Artist's only and exclusive remedy will be to terminate this Agreement in accordance with its terms. Otherwise, this Agreement may be changed only by a writing signed by both parties that specifically refers to the parties' intent to amend this Agreement.
    
    
    4. Brickfish Copyright/Trademark Information. Copyright © 2005 – 2009 Highedge, Inc. d/b/a Brickfish. All rights reserved. The trademarks, logos and service marks ("Marks") displayed on the Site are the property of Brickfish or other third parties. You are not permitted to use these Marks without the prior written consent of Brickfish or such third party which may own the Mark.
    
    
    5. No Third-Party Beneficiaries. You agree that there shall be no third-party beneficiaries to this Agreement.
    
    
    6. Notice. Brickfish may provide you with notices, including those regarding changes to the Agreement, by email, regular mail or postings on the Service.
    
    
    7. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect.
    
    
    8. Assignment. You may not assign this Agreement without the prior written consent of Brickfish. All rights you may have under this Agreement automatically terminate upon your death.
    
    
    9. Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
    
    
    10. Survival. The provisions of Sections 1, 3(e), 4(b) 5, 6, 7, 8, 10, 11, 12, 13, 14 and 15 shall survive any termination of this Agreement. In addition, any assignments or sublicenses granted to third parties for the display of Content on electronic or other devices pursuant to Section 3 shall survive any termination of this Agreement for such reasonable time as may be necessary to withdraw Content from the particular license; any use of Content pursuant to Section 3 with respect to the making of so-called backup copies or caching of Brickfish Sites or any equivalent activity or function for general site maintenance and protection shall survive any termination of this Agreement; and, Content consisting of comments posted to Brickfish will remain as part of the Brickfish database and available to all users of Brickfish Sites following termination of this Agreement.