This Submission Agreement will govern after 12:00am Pacific Time on October 23, 2012

Submission Agreement

Important: Please read and agree to this Submission Agreement before entering any competition hosted by Zooppa.com, Inc. (each, a “Competition”) through its website located at zooppa.com (the “Site”). This Submission Agreement and the brief applicable to each Competition (“Competition Brief”) govern the rights of Zooppa.com, Inc. (“Zooppa”), Competition Entrant (“Entrant”), and the sponsor for each Competition (“Sponsor”) for each entry in the Competition (“Entry”). By participating in the Competition or otherwise submitting any materials, Entrant agrees to be bound by this Submission Agreement.

1. Assignment to Sponsor

   Entrant hereby assigns to Sponsor all right, title, and interest to his/her Entry submitted in Sponsor’s Competition, including all intellectual property rights therein. Entrant further agrees to execute all documents required to evidence such assignment. To the extent third-party content is incorporated into the Entry, Entrant hereby assigns all his/her rights, title and interest to such third-party content.

2. License to Sponsor and Zooppa

   Entrant hereby grants to Sponsor and Zooppa the right and license to use Entrant’s name, voice, appearance, image, likeness (including, without limitation, aural likeness and visual likeness) and biographical data in connection with the Entry.

3. License to Zooppa

   Sponsor hereby grants to Zooppa a perpetual, irrevocable, nonexclusive, nontransferable, royalty-free, worldwide, limited license to use, reproduce, perform, and display the Entry solely in connection with promotion and marketing of Zooppa’s products or services.

4. License to Competition Entrant

   Sponsor hereby grants to Entrant a perpetual, irrevocable, nonexclusive, nontransferable, royalty free, worldwide, limited license to use, reproduce, perform, and display the Entry solely in connection with the display of Entrant’s portfolio of professional products or services.

5. Covenant Not to Exercise Rights

   Other than the licenses granted in Sections 2 and 3 and except the right to reproduce and display the Entry on Sponsor’s website and Facebook, Sponsor covenants not to exercise any other rights to any Entry, until and unless: (a) for a winning Entry, Sponsor delivers to Zooppa for payment to Entrant, the applicable Prize money for that Entry (b) for a non-winning video entry, Sponsor delivers to Zooppa for payment to Entrant, the Use Fee (as set forth in the Competition Brief applicable to that Competition) for use of that non-winning video entry; or (c) for all other Entries (excluding video entries) Sponsor delivers all Prize money to Zooppa for payment to winning Entrants.

6. Representations and Warranties

   Entrant represents, covenants, and warrants to Zooppa and Sponsor that:

   1. If Entrant is an individual acting as representative of an advertising agency or other legal entity, then Entrant has all authority necessary to bind such agency or legal entity to this Submission Agreement;
   2. Entrant’s original work in the Entry does not infringe on any third party intellectual property or proprietary rights;
   3. To the extent that third-party content is included in the Entry, Entrant has procured the necessary rights to reproduce, display, perform, and distribute the third-party content for online mediums pursuant to the licenses included with the Entry at the time of submission; and
   4. Entrant is not and will not be subject to any agreement or other constraint that does, would, or with the passage of time would prohibit or restrict Entrant’s right or ability to enter into or carry out its obligations hereunder and Entrant is not aware of any third party claims concerning the Entry, which if true, would constitute a violation of the representations and warranties set forth herein.

7. Indemnity.

   Entrant will indemnify, defend, and hold harmless Zooppa, Sponsor and their respective officers, directors, employees, agents, and sublicensees from and against any and all damages, liabilities, penalties, interest, fines, losses, costs and expenses, including reasonable attorneys’ fees from any claim or allegation arising out of or relating to (a) the Entry, including any claims of infringement of a third party’s rights; (b) damage to tangible property, bodily injury, or death; (c) negligence or willful misconduct of Entrant, or any of Entrant’s employees, personnel, agents or vendors, or (d) Entrant’s breach of the representations, warranties, covenants, obligations under this Submission Agreement or any other terms or conditions between the parties.

Order of Precedence. To the extent any of the terms set forth in a Competition Brief and this Submission Agreement are in conflict, the Competition Brief supersedes and governs.