Partner Agreement

Entered into this date, 05/06/2024 (the "Effective Date") by and between ReelTime Animal Rescue, LLC located at 12123 Shelbyville Road 100-147, Louisville, KY 40243 (hereinafter "Licensee") and :

Your Organization(Required)

(hereinafter "Licensor")

Your Address(Required)

Email(Required)

Licensor owns and/or operates a facility that cares for animals, and/or regularly conducts rescue operations to save animals, and/or promotes the importance of animal care and well-being and animal rehabilitation through education and/or educational programs, and Licensee owns and operates a media platform that specializes in promoting animal care and well-being;

Licensor and Licensee wish to work together to promote Licensor’s business and the importance of animal care and well-being and animal rehabilitation; and

NOW, THEREFORE, for and in consideration of the premises and mutual obligations contained herein and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties intending to be legally bound hereby agree as follows:

1. DEFINITIONS

(a) “Exploitation Period” shall mean the perpetual time period from the initial transmission and/or exhibition of each segment of Footage on Licensee Website and/or Licensee Social Media Pages received by Licensee from Licensor (notwithstanding the expiration of the Term).

(b) “Footage” and “Livestream Footage” shall mean live video and/or film footage including pre-recorded footage created by Licensor of animal rescues, animal rehabilitation, animal transport, animal rehome/release, animal training, animal related educational programs, and/or daily activities involving animal care conducted by Licensor in the field and/or at Licensor’s facility by any means of filming (e.g., GoPro, mobile phone, professional cameras, etc.).

(c) “Licensee Social Media Pages” shall mean Licensee’s branded pages on various social media platforms, including, without limitation, YouTube, TikTok, Facebook, Instagram, etc.

(d) “Licensee Website” shall mean https://reeltimeanimalrescue.com or any other website created and operated by Licensee for the purpose of promoting animal care and well-being.

(e) “Person” shall mean any natural person, legal entity, or other organized group of persons or entities.

(f) “Territory” shall mean the world.

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2. TERM

(a) The term of this agreement shall commence on the Effective Date and shall continue thereafter for a minimum period of twenty four (24) months subject to the next sentence and subparagraph 2(b) below (the “Term”). Following the expiration of the minimum period prescribed in the preceding sentence, the Term shall continue, and the terms and conditions of this agreement shall continue to apply, except that either party may terminate the Term, at any time for any reason, or without reason, upon thirty (30) days written notice to the other party.

(b) Subject to subparagraph 6(d) below and without limiting any of either party’s rights, remedies and defenses, either party may terminate the Term of this agreement if the other party materially defaults in the performance of its obligations or materially breaches any of the provisions of this agreement, by giving written notice to the breaching party.

3. GRANT OF RIGHTS

(a) Subject to the terms and conditions of this agreement, Licensor hereby grants to Licensee and any Person authorized by Licensee, the unlimited (except as expressly provided herein), rights, throughout the Territory, during the Exploitation Period throughout the Territory to reproduce, adapt, transmit, distribute, communicate, broadcast, exhibit, display, exploit, use and make available the Footage on the Licensee Website and Licensee Social Media Pages and in any other form of digital media, now or hereafter known, owned or controlled by Licensee, without payment of any kind to Licensor or any other Person. Without limiting the generality of the foregoing, Licensee shall also have the right, but not the obligation to create edited versions of the Footage to exhibit, display, use and make available on the Licensee Website and Licensee Social Media Pages accurately depicting events as they occurred.

(b) Notwithstanding the foregoing, Licensor shall also have the right to exhibit, display, and make available the Footage on Licensor’s website and Licensor’s Social Media Pages, throughout the Territory during the Exploitation Period, and the unlimited right to reproduce, adapt, transmit, communicate, broadcast, exhibit, display, exploit, use and make available the Footage in any and all media, now or hereafter known, throughout the Territory during the Exploitation Period.

(c) Except for the rights granted to Licensee hereunder, Licensor shall own the Footage. Any and all other rights in connection with the Footage are expressly reserved by Licensor.

(d) Licensee shall have the right at any time during the Exploitation Period to remove the Footage from Licensee Website and/or Licensee Social Media Pages if any such Footage contains any material which Licensee deems patently offensive, contains footage whereby animals are harmed or which, in the judgment of its attorneys, might subject to Licensee to unfavorable regulatory action, violate any law or infringe the rights of any Person or subject Licensee to liability for any reason.

4. LICENSEE’S OBLIGATIONS

(a) During the Term, Licensee shall (i) conduct at least one (1) media training session via Zoom, Teams or other online collaborative video platform for Licensor at no charge to Licensor; and (ii) at no cost to Licensor use reasonable efforts to promote Licensor and Licensor’s Website by creating a page for Licensor on the Licensee Website and/or on a Licensee Social Media Page(s), which such page will include a link to Licensor’s Website, including, Licensor’s donation page.

5. WARRANTIES; REPRESENTATIONS AND INDEMNIFICATION

(a) Each party warrants and represents that it has the right and power to enter into and fully perform this agreement. Licensor further warrants and represents that (i) Licensor is the sole and exclusive owner of the Footage and all rights in such Footage, under copyright and otherwise; (ii) Licensor has obtained all necessary third-party clearances and licenses in connection with such Footage; and (iii) the Footage or any use thereof, shall not violate any law and shall not infringe upon or violate the rights of any Person (including, without limitation, contractual rights, rights of publicity and rights of privacy.

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(b) Each party hereunder will indemnify (the “Indemnitor”) and hold the other party (and its respective parents, affiliates, successors and assigns, licensees, and the officers, directors, employees shareholders, agents and representatives of the foregoing) (the “Indemnitees”) harmless from and against any and all damages, losses, penalties, judgments, costs, expenses (including reasonable attorneys fees) and liabilities with respect to any third party claim, demand, lawsuit or other legal proceeding arising out of or related to any breach or alleged breach by the Indemnitor of any obligation, covenant, warranty or representation contained in this agreement or any other acts or omissions by the Indemnitor. Nothing contained in this agreement shall be construed to require the Indemnitor to indemnify or hold harmless the Indemnitees from and against any losses arising out of any gross negligent or willful misconduct or omissions by the Indemnitees.

6. MISCELLANEOUS

(a) Limitation of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, EXEMPLARY, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, OR LOST TIME, SAVINGS, PROPERTY, PROFITS, OR GOODWILL, WHICH MAY ARISE IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF CLAIM OR ACTION, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES, OR COSTS.

(b) Entire Agreement, Modification and Waiver. This agreement contains the entire understanding of the parties relating to its subject matter. No change or termination of this agreement or any provision thereof will be binding upon either party hereto unless it is made by an instrument signed by an authorized officer of the appropriate party. A waiver by either party of any provision of this agreement in any instance shall not be deemed a waiver of such provision, or any other provision hereof, as to any future instance or occurrence. All remedies, rights, undertakings, and obligations contained in this agreement shall be cumulative and none of them shall be in limitation of any other remedy, right, undertaking, or obligation of either party.

(c) Severability. If any part of this agreement, or the application thereof to any party, shall be adjudged by a court of competent jurisdiction to be invalid, such judgment shall not affect the remainder of this agreement, which shall continue in full force and effect, or the application of this agreement to the remaining parties.

(d) Cure. Neither party shall be entitled to recover damages by reason of any breach by the other party of its material obligations, unless the latter party has failed to remedy the breach within a reasonable period of time following receipt of such notice by the non-breaching party.

(e) Notice. All notices required to be sent or given under this agreement shall be in writing and sent to the party concerned at the addresses below or at such other addresses as either party may designate by notice to the other party. All notices will be in writing and will be given by personal delivery or by registered or certified mail (return receipt requested), all charges prepaid or via email. Notices will be deemed given when personally delivered or mailed, except that notices of change of address will be effective only upon actual receipt.

(f) Choice of Law. THIS AGREEMENT HAS BEEN ENTERED INTO IN THE STATE OF KENTUCKY, AND THE VALIDITY, INTERPRETATION AND LEGAL EFFECT OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF KENTUCKY APPLICABLE TO CONTRACTS ENTERED INTO AND PERFORMED ENTIRELY WITHIN THE STATE OF KENTUCKY (WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PRINCIPLES UNDER KENTUCKY LAW).

(g) Independent Contractor. In entering into this agreement, Licensor and Licensee shall each have the status of independent contractors. Nothing herein contained shall contemplate or constitute either party as the other party’s agents or employees, and nothing herein shall constitute a partnership, joint venture or fiduciary relationship between the parties.

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(h) Counterparts. This agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Signatures by facsimile or other electronic transmission (including “pdf” or “tif” format) shall bind the parties hereto.

IN WITNESS WHEREOF, this agreement has been executed and delivered by a duly authorized officer of each party hereto as of the date corresponding to such party’s signature.

Organization

Licensor Organization Name

ReelTime Animal Rescue, LLC
Licensee

Name/Title

Licensor Name/Title

By: Krista Embry-Littlejohn
An Authorized Signatory

Signature(Required)

05/06/2024
Date

Legal Consent(Required)

I agree to the terms and conditions.

Consumer Disclosure Regarding Conducting Business Electronically, Signing Documents Electronically, and Receiving Electronic Notices and Disclosures

Please read the information below, carefully, as it concerns your rights. eSignatures are an efficient way to execute an agreement with the same legal force and effect of a handwritten or “wet ink” signature. By signing this document you are agreeing that you have reviewed this Consumer Disclosure and consent and intend to transact business electronically; to use electronic signatures instead of wet ink signatures and paper documents, and to receive notices and disclosures electronically.

You are not required to sign documents electronically or to receive notices and disclosures electronically. If you prefer not to transact business electronically, you may request paper copies from the “sending party” and withdraw your consent at any time, as described below.

Scope of Consent
By utilizing this Service, you agree to receive electronic signature documents with all related and identified documents, notices, and disclosures provided during your relationship with the “sending party.” You may withdraw your consent, at any time, by following the procedures outlined below.

Paper Copies
You are not required to sign documents electronically, or receive notices or disclosures electronically, and may request paper copies of documents or disclosures, if you prefer. You also have the ability to download and print any signed or unsigned documents sent to you through the electronic signature service. We may also email you a copy of all documents you sign using the electronic signature service. If you wish to receive paper copies instead of electronic documents you may close this web browser and request paper copies from the “sending party” by following the procedures outlined below. The “sending party” may apply a charge for additional expenses incurred by printing and mailing paper copies.

Withdrawal of Consent
You may withdraw your consent to receive electronic documents, notices or disclosures at any time. In order to withdraw consent you must notify the “sending party” that you wish to withdraw your consent to transact business electronically and to provide your future documents, notices, and disclosures in paper format. If at any time, after withdrawing your consent you choose to use our electronic signature system your use of this Service will, once again, evidence your consent to receive documents, notices, and disclosures, electronically. You may withdraw your consent to receive electronic notices and disclosures or execute an electronic signature by following the procedures described below.

Withdrawing your consent, requesting a paper copy, or updating your contact information
You always have the ability to download and print any documents sent to you through our electronic signature system. To withdraw your consent to conduct business electronically, sign documents electronically, and receive documents, notices, or disclosures electronically, please contact the “sending party” directly; by telephone, by email (sent to the “sending party” with any of the topics outlined below stated in the subject line of your email) or by postal mail to their mailing address specified to receive such notices.

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The “sending party” will inform you of any fees related to costs for printing and mailing paper copies or your withdrawal consent to transact business electronically.