When (“you”) provide Emerald X, LLC (“Emerald”) any text, graphics, photos, videos, or other material subject to copyright or other intellectual property protection (collectively, “Content”), you grant Emerald a worldwide, non-exclusive, permanent, irrevocable, royalty-free license (with the right to sublicense) to use, reproduce, adapt, modify, distribute, publicly perform, publicly display, broadcast, make available, store and archive such Content (in whole or in part), utilizing any and all media now known or hereinafter devised. You represent and warrant that: (i) the Content is yours (you own it and hold the copyright) or you have the legal right and license to use the Content and to grant Emerald the right and license to use the Content as provided herein, (ii) Emerald will not need to obtain licenses or permissions from any third party or pay compensation or royalties to any third party with respect to the Content; (iii) the Content does not infringe any third party rights (including, but not limited to, copyright, the right of publicity or privacy, or any other intellectual property right), and (iv) the Content complies, and you comply, with all applicable laws related to the subject matter herein. You agree to indemnify, defend (with legal counsel selected by Emerald), and hold Emerald and its affiliates, officers, directors, shareholders, agents, representatives, employees and assigns, harmless from and against any and all claims, demands, suits, liabilities, damages, losses, costs, fees (including reasonable attorneys’ fees and collection costs) and expenses which result from or arise out of or in connection with (i) the breach of any of your representations, warranties, agreements, covenants, promises or other obligations or (ii) any violation by you of any law or ordinance (whether alleged or actual), including, but not limited to, the infringement of any patent, copyright, trademark, trade secret or other proprietary right of any third party.
