Term And Agreements

Artist(s) is the owner of certain "Artwork", which he or she would like to submit in the Intothe Pixel exhibition, which is being co-hosted by the Entertainment Software Association(ESA), The Academy of Interactive Arts & Sciences (The Academy) and the Graphic ArtsCouncil of the Los Angeles County Museum of Art (LACMA) (together, the "Co-Hosts"). TheCo-Hosts are willing to accept the Artwork for submission in the Into the Pixel exhibition oncertain terms and conditions, as outlined below, and Artist(s) hereby agrees to such termsand conditions:

1. Artist(s) affirms that he or she is the owner of all rights in and to the Artwork, andfurther affirms that the Artwork does not violate the right of privacy or publicity orinfringe upon any copyright, trademark or other proprietary right of any other personor entity.
    
2. Artist(s) hereby grants a free license to the Co-Hosts to enlarge, frame anddisplay the Artwork as part of the Into the Pixel exhibition.
    
3. Artist(s) hereby grants the Co-Hosts a free license to reproduce or distribute theArtwork for Into the Pixel-related promotional purposes.
    
4. Artist(s) represents and warrants that the Artwork is eligible for sale, and Artist(s)hereby grants the Co-Hosts a free license to put the enlarged Artwork up for sale withthe proceeds to benefit The Academy and LACMA (both are not-for-profitorganizations).
    
5. The licenses granted above are nonexclusive, meaning the Artist(s) is also free tomake any use of the Artwork, and the Artist(s) retains all rights with the exception ofthis license. All copyright, trademark and any other proprietary rights in the Artworkshall remain with the Artist(s).
    
6. Artist(s) shall indemnify and hold harmless the Co-Hosts, and all of theirrespective officers, directors, members, agents and employees, from any liability, costor expense (including attorney's fees) that they may incur as a result of (a) Artist(s)'sbreach of the affirmation in paragraph 1 above, or (b) the violation by the Artist(s) ofany regulation, statute, law or ordinance.
    
7. If any term of this Agreement is declared invalid or unenforceable, the remainderof the Agreement shall continue in full force and effect. This Agreement shall bebinding upon the party's heirs and successors
    
8. This Agreement shall be interpreted under and governed by the laws of the Stateof New York without regard to conflict of laws provisions therein. Any claim regardingthis agreement shall be brought exclusively in New York, New York.