5. Licenses.

a. Collaborator will deliver and give Google access to the Collaborator’s Content in accordance with this Agreement. To the extent a license is required by applicable law, Collaborator grants to Google and its affiliates:

i. a perpetual, irrevocable, non-exclusive, worldwide, sublicensable royalty-free, fully-paid license to reproduce, create derivative works based on, distribute, publicly display, publicly perform, and otherwise use the Collaborator’s Content in connection with Google’s products (e.g., AI Tools), including to develop and improve them. This license to Collaborator’s Content includes the right to use Collaborator’s Content, in whole or in part, in any manner or in combination with any other material in accordance with this license. As part of this license, Google may feature Collaborator in end-of-the-year recaps (e.g., Year in Search), Google events, award show submissions, and fixed media for award shows. Collaborator acknowledges that Google will own all rights to the specific marketing campaign, excluding the Collaborator Content;

ii. a perpetual, irrevocable, non-exclusive, worldwide, sublicensable, royalty-free, fully-paid license to use Collaborator’s Likeness and Collaborator’s Content provided under this Project in the marketing materials related to the Project to promote Google’s or its affiliates’ products, technology, research, and/or the Project in any and all media now known or hereafter devised;

iii. if Collaborator’s Background IP is incorporated in the Collaborator’s Content or any marketing materials related to the Project or is necessary to use any Collaborator’s Content, a perpetual, irrevocable, non-exclusive, worldwide, sublicensable, royalty-free, fully-paid license to (a) reproduce, prepare derivative works, distribute, publicly perform, publicly display, and otherwise use such Background IP in connection with the Collaborator’s Content, marketing materials; and (b) make, use, license, offer for license, import, export any component of, and otherwise exploit such Background IP in connection with the Collaborator’s Content, or marketing materials; and

iv. subject to Collaborator’s prior written approval of each use of its Brand Features, a non-exclusive and non-sublicensable license to use Collaborator’s Brand Features in connection with the Project, and solely to exercise Google’s rights and fulfill its obligations under this Agreement.

b. Google grants Collaborator, subject to Google’s prior written approval of each use of its Brand Features, a limited, non-exclusive and non-sublicensable license to use Google’s Brand Features in connection with the Project and solely to exercise Collaborator’s rights and fulfill its obligations under this Agreement. Google may revoke the permission to use the Google Brand Features by giving Collaborator written notice and a reasonable period of time to cease use. Nothing in this Agreement (i) requires Google to use any of Collaborator’s Content in Google products or in any marketing activities, or (ii) restricts Google from exercising any rights it has at law (including under the U.S. Copyright Act).

6. Feedback. Google may ask Collaborator to provide feedback, such as suggestions to improve the AI Tools (“Feedback”). If Collaborator provides Feedback, it must (i) be truthful; (ii) originate only from Collaborator, as applicable; and (iii) not contain any third party’s confidential information. Collaborator grants to Google and its affiliates a perpetual, irrevocable, non-exclusive, worldwide, sublicensable, royalty-free, fully paid-up license to: (a) reproduce, distribute, create derivative works based on, publicly perform, publicly display, and otherwise use Collaborator’s Feedback; and (b) use such Feedback to make, have made, import, use, have used, offer for sale, sell, lease, license, and otherwise exploit products and services.

7. Release. Collaborator hereby releases Google and its affiliates from, and agrees not to hold Google or its affiliates or anyone who receives permission from Google or its affiliates responsible for, any claim, or cause of action, or liability, whether currently known or unknown, arising from the use or exploitation of the Collaborator’s Content in accordance with this Agreement, including what might be deemed to be misrepresentation due to editing, alteration, distortion, or faulty reproduction that may occur in the finished Collaborator’s Content. Collaborator further agrees that nothing in this Agreement will obligate Google to use or reference any Likeness in any advertising or otherwise at any time.

8. Exclusivity. During the Term, Collaborator will not, without Google’s written consent (which may be by email and granted at Google’s discretion), create any substantially similar Collaborator’s Content with any providers of products that are alternative to Google’s AI Tools; provided however, the foregoing prohibition will not limit Collaborator’s ability to participate in panel discussions, industry or community events, subject to Section 9 (Non-Disparagement) below.

9. Non-Disparagement. During the Term, Collaborator will not intentionally, knowingly or recklessly act or fail to act or become materially involved in any situation that causes material harm to the reputation or image of Google or any of Google’s affiliates.

10. FTC Requirements. Collaborator represents and warrants that Collaborator will: (i) make only true and honest statements that will reflect personal opinion and experience; (ii) immediately notify Google upon any change affecting those statements made by or attributed to Collaborator; and (iii) strictly comply with all applicable FTC endorsement guidelines, including clear and conspicuous audio and on-screen disclosures to all sponsored content posts, including, disclosure requirements, making honest statements about their experience and ownership with featured products or services, being bona fide users of the featured products and services at the time of broadcast and accurate statements relative to their expertise about featured products or services. Collaborator confirms that it will notify Google via the marketing-governance@google.com email alias to report any and all non-compliance with FTC guidelines within the scope of this Agreement.

11. Representations and Warranties; Disclaimers.

a. Each party hereby represents and warrants that it has the full right and authority to enter into this Agreement, grant all of the rights granted under this Agreement, and perform its obligations.

b. Collaborator further represents and warrants that:

i. Collaborator’s participation in the Project and the grant of rights or licenses made in this Agreement to Google and its affiliates do not cause any conflict with any contract, agreement, or engagement by which Collaborator is bound;

ii. with respect to Collaborator’s Background IP: (1) Collaborator owns or controls all right, title and interest in and to all Collaborator’s Background IP and all its elements, including all copyrights and moral rights; (2) Google’s and its affiliates’ use of Collaborator’s Background IP under this Agreement will not violate any rights of, require the consent of, or require any additional payment to, any third party; and (3) Collaborator’s Background IP is free from all liens and claims for fees, royalties, and/or other payments, and no third party has any rights in, to or arising out of Collaborator’s Background IP;

iii. with respect to any content or Intellectual Property that Collaborator does not own that it contributes to the Project: (a) Collaborator will identify any such content, and (b) Collaborator has and will retain all necessary rights to grant the rights, permissions, and licenses in this Agreement without any additional fees, royalties, and/or other payments by Google to Collaborator or any third party; and

iv. Google may exploit, as permitted under this Agreement, any tattoos or body art that are visible as part of any Likeness without obtaining further consents from, or making payments to, the artists of such tattoos or body art.

c. THE PARTIES’ ONLY REPRESENTATIONS AND WARRANTIES UNDER THIS AGREEMENT ARE EXPRESSLY SET OUT IN THIS SECTION 11 (REPRESENTATIONS AND WARRANTIES; DISCLAIMERS). TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GOOGLE MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WITH RESPECT TO GOOGLE’S OR ANY OF ITS AFFILIATES’ PRODUCTS AND SERVICES, WHETHER IMPLIED, STATUTORY, OR OTHERWISE, AND DISCLAIMS, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, AND NON-INFRINGEMENT. THE PARTIES ACKNOWLEDGE AND AGREE THAT GOOGLE’S AND GOOGLE AFFILIATES’ PRODUCTS AND SERVICES AND ANY RESULTS THEREOF ARE PROVIDED “AS IS.”

12. Indemnities. Collaborator will indemnify and hold Google and its affiliates harmless from and against any and all claims, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Collaborator’s material breach of this Agreement; and (b) Collaborator’s unauthorized use of the AI Tools.

13. Limitation of Liability. COLLABORATOR’S SOLE AND EXCLUSIVE REMEDY FOR GOOGLE’S BREACH OF THIS AGREEMENT WILL BE AN ACTION FOR DAMAGES. COLLABORATOR IRREVOCABLY WAIVES THE RIGHT TO SEEK OR OBTAIN EQUITABLE OR INJUNCTIVE RELIEF. EXCEPT FOR COLLABORATOR’S INDEMNITY OBLIGATIONS UNDER SECTION 12 (INDEMNITIES), WHICH WILL BE UNCAPPED: (A) NEITHER PARTY MAY BE LIABLE UNDER THIS AGREEMENT FOR ANY DAMAGES IN EXCESS OF THE FEE; AND (B) NO PARTY WILL BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES.

14. Confidentiality; Publicity.

a. “Confidential Information” means information that Google or its affiliates disclose to Collaborator under this Agreement, and that is marked as confidential or would normally be considered confidential information under the circumstances, including the AI Tools and the Project. Confidential Information does not include information that is independently developed by Collaborator, is rightfully given to Collaborator by a third party without confidentiality obligations, or becomes public through no fault of Collaborator. Collaborator will not disclose Google’s Confidential Information except to its employees, affiliates, agents, professional advisors, or third-party contractors (“Delegates”) who need to know it and who have a legal obligation to keep it confidential. Collaborator will use Google’s Confidential Information only to exercise rights and fulfill obligations under this Agreement while using reasonable care to protect the Confidential Information. Collaborator will ensure that its Delegates are also subject to the same non-disclosure and use obligations. Collaborator may disclose Confidential Information when required by law after giving reasonable notice to Google, if permitted by law.

b. Publicity. Google will have the sole right, in its discretion, to control all press and marketing related to the Project and existence of the Project, including to determine the nature, contents and timing of any press releases or other publicity regarding the existence of this Agreement and the Project. For clarity, under this Agreement, Google has the right to promote the Project and the Collaborator’s Content in any media, worldwide, in perpetuity. In connection with the foregoing, no press releases may include Collaborator’s name, unless Collaborator has provided its approval of such press release.

15. Termination.

a. Termination for convenience. Google may terminate this Agreement for its convenience upon written notice to the Collaborator.

b. Circumstances beyond Collaborator’s reasonable control. Neither Collaborator nor Google will be deemed to be in default of this Agreement for failures in performance resulting from Force Majeure or the following circumstances beyond Collaborator’s reasonable control:

i. A “Force Majeure Event” means any labor dispute, fire, war, terrorist attack, global epidemic (including global illness outbreak such as coronavirus) or governmental action, including regulations related to pandemics, or any other unexpected or disruptive event beyond the parties’ control which hampers or prevents a party’s ability to develop, produce, promote, distribute and/or otherwise exploit the Collaborator’s Contents. In the event of a Force Majeure Event whereby Collaborator is unable to complete its obligations, then Google, in its sole discretion, will have the right to (1) suspend any payments due under this Agreement; (2) extend the Term for a time period equivalent to the Force Majeure Event delay, without any additional compensation to Collaborator; or (3) terminate this Agreement if such Force Majeure Event delay extends beyond 10 days.

ii. If Collaborator dies during the Term, Google has the option, in its sole discretion, to either terminate this Agreement or to continue to use the Collaborator’s Content or Likeness in accordance with this Agreement.

iii. If Collaborator suffers any illness, accident, or other physical or mental impairment that renders Collaborator incapable of performing, or unqualified to perform its obligations under this Agreement whenever required under this Agreement, then Google may, in its sole discretion, either extend the Term by the number of days that Collaborator is unable to perform their obligations, or terminate this Agreement by notice to Collaborator in accordance with this Agreement.

c. Breaches due to circumstances within Collaborator’s reasonable control.

i. Any breach by Collaborator of Exclusivity (Section 8), Non-Disparagement (Section 9), and Confidentiality; Publicity (Section 14) will enable Google to immediately terminate this Agreement without advance notice to Collaborator. Google’s right to terminate the Agreement under this Section is in addition to any other rights Google may have at law or in equity, and without prejudice to those rights.

ii. If Collaborator breaches this Agreement or otherwise fails or refuses to fulfill its obligations under this Agreement for any reasons other than in Subsection (i) above, then Google may terminate this Agreement if Collaborator fails to cure such breach (if curable) within 15 days after Google’s written notice. If the breach is not curable (such as Collaborator’s failure to commence performance of services that have been booked or confirmed, or Collaborator’s discontinuance of those services), or if Collaborator fails to cure within such cure period, termination will be effective on the date Collaborator originally received Google’s notice.

d. Effect of termination. On expiration or termination of this Agreement for any reason (contractual or otherwise), Sections 5.a., 6, 7, and 10 through 18 and (and any other sections that under their terms or by implication ought to survive) will survive.

16. Independent Contractor. This Agreement does not render Collaborator an employee, partner, agent of, or joint venturer with Google for any purpose. Collaborator is and will each remain an independent contractor in their relationship with Google under this Agreement, having no authority to bind Google.

17. Notices. All notices of breach must be in writing and addressed to the other party’s Legal Department. The address for notices to Google’s Legal Department is legal-notices@google.com. All other notices must be in writing and addressed to the other party’s primary contact. Notice will be treated as given on receipt, as verified by written or automated receipt, or by electronic log (as applicable).

18. Miscellaneous. CALIFORNIA LAW, EXCLUDING CALIFORNIA’S CHOICE OF LAW RULES, WILL GOVERN ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT (COLLECTIVELY, “CLAIMS”). ALL CLAIMS WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF SANTA CLARA COUNTY, CALIFORNIA, USA, AND THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS. Collaborator may not assign its rights, or delegate or subcontract its obligations under this Agreement, by law or otherwise, without the prior written consent of Google (email suffices), and any other attempt to transfer or assign is void. Collaborator will remain liable for all subcontracted obligations and all acts or omissions of its subcontractors. Failure to enforce any provision in this Agreement will not constitute a waiver. If any provision is found unenforceable, the balance of this Agreement will remain in full force and effect. This Agreement is the parties’ entire agreement relating to its subject matter and supersedes any prior or contemporaneous agreements. The parties may execute this Agreement in counterparts, including PDF, and other electronic copies, which taken together will constitute one instrument.

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