Updated: March 31, 2018
Overview of Service
Snapwire Media Inc. (“Snapwire” or “we”) offers a platform for registered Users (“you” or “Users”, which include both licensees (“Buyers”) and licensors (“Sellers”) to license visual Content (defined below) in an online marketplace. Buyers can create and publish requests for specific types of visual Content (each a Request or Challenge but for the purposes of this Agreement, hereinafter both shall be called a Request), and Sellers can submit Content in response to a Request, for possible license. In addition, Snapwire hosts a collection of visuals (the “Marketplace”) that it makes available to all Buyers for possible license through a searchable collection where Buyers may purchase many items of Content as part of a Subscription period (called a “Subscription”). The amount of Content that may be downloaded during each Subscription period shall be that specified in a Buyer order. Content that is not used in any given Subscription period do expire and will not roll over to any subsequent Subscription period. Users or other Content owners can establish and upload their Content to an online profile, where such Content ("Profile Content"), may be licensed by Buyers directly from the Seller. Further information on how Users can request, submit, and license Content can be found below or in our FAQ’s.
CONTENT SELLERS RETAIN ALL OWNERSHIP IN THE CONTENT UPLOADED AND ONLY GRANT LIMITED RIGHTS TO SNAPWIRE AND BUYERS AS DESCRIBED IN THE CONTENT LICENSE TERMS OUTLINED BELOW AND AS OTHERWISE COMMUNICATED BETWEEN A BUYER AND SELLER (E.G., IN A PARTICULAR REQUEST).
Acceptance of Terms
YOU AGREE THAT DISPUTES BETWEEN YOU AND SNAPWIRE WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASSWIDE ARBITRATION. FOR FURTHER INFORMATION PLEASE CONSULT THE “ARBITRATION” SECTION BELOW.
You must be at least 18 years old to register to use the Service. If you are registering to use the Service on behalf of a legal entity, (i) you must be the authorized representative of such entity; and (ii) with respect to any Buyer, have the full power and authority to bind Buyer to the License Grant; and (iii) if Buyer subsequently disputes such power or authority, you shall be liable for any failure of Buyer to comply with the terms of this Agreement.
Snapwire may, in its sole discretion, refuse to offer the Service to any person or entity and may change the eligibility criteria at any time.
Snapwire takes reasonable measures to ensure that the Service is accessible 24 hours a day, seven days a week. We reserve the right, at our discretion, to take necessary technological, maintenance or security measures that may affect the accessibility of Service, including shut down of the Service. We will store digital files (including but not limited to images, graphics, audio and video clips, text and data (collectively, and including all Marketplace Content and Profile Content, “Content”) uploaded by a User to the Service in the same format as uploaded, but we will not be responsible for any loss, damage or alteration of the Content that occurs during the file transfer to or from our servers.
You are solely and fully liable for all conduct, Content, Requests, User profiles and transactions that are made under your username and password. You are solely responsible for keeping your passwords safe and secure. You agree that while using the Service you will comply with the following rules:
Buyers can request visula Content for certain types of visual content may create a creative brief following the instructions detailed within the Service and in the Snapwire FAQ's. Sellers may need to reach a certain user level before they can respond to and participate on a Request.
Snapwire may also offer contests within the Service (“Snapwire Challenges”). Sellers who submit Content in response to a Request may also be eligible to submit to Snapwire Challenges that Snapwire or Buyers may run from time to time. Buyers may also license Content from Snapwire Challenges posted by Snapwire at anytime. Challenges are governed by the same Prohibited Uses defined below. Please be sure to read and understand the Challenges rules as posted on the Service.
As part of its Services, Snapwire offers a Marketplace where Sellers' Content may be generally available for license (i.e., without responding to a specific Request) and where Buyers can search Content to license without creating a Request. Snapwire offers a Subscription Service that allows Buyers to purchase a license to use multiple items of Content from the Marketplace. When Buyers purchase a Subscription Service, Sellers agree to sell their Content according to the Services current Subscription fee, and as such, transaction fees will vary depending on the Subscription package. For Buyers, Subscriptions are billed monthly on the date of purchase and subsequently on a renewal date until canceled. “Renewal Date” means the calendar day of the month as noted on the Subscription order. A Subscription package will be automatically renewed for consecutive Subscription terms unless earlier terminated as set forth in this Agreement. Unless otherwise specified, the number of Seat Licenses any Buyer shall be limited to a Seat License (“Seat License”) and shall be defined by the Buyer or person gaining access to the Content according to the Subscription, or, if a User accepting this Agreement on behalf of their employer, client or User account entity. For the sake of clarity, a Buyer shall have access to 1 Seat License (or 1 user) for each paid Subscription. In addition, Snapwire, in its sole discretion, may review any Content submitted by Sellers as part of a Request or uploaded to their profile to be included in any Subscription offering. Sellers have a right to exclude their Content from such offering on their Content Manager. A Seller's earning is determined by the price of the Subscription plan and is detailed on the Service's Payout page.
Snapwire may choose Content from the Marketplace to be designated as “Premium Content”. Sellers agree that all Premium Content shall be exclusive to the Snapwire platform unless and until the Content is removed by the Seller. Premium Content may be selected and submitted to our Third Party Partner sites at Snapwire's choosing, and in doing so, shall inform Seller that select Content has been submitted. Sellers may choose to opt out of these relationships. In the event the Seller removes Content that has been submitted to a Third Party Partner site, Seller understands and agrees that Snapwire may be subject to delays (beyond its own control) to ensure that the conetnt is removed from any Third Party Partner site. See the License Grant for Marketplace Content below for more details.
Content uploaded to a Seller's profile are samples of their work (“Profile Content”), but may not be included in the Marketplace under a Subscription license. Snapwire, in its sole discretion, may review any Content submitted by Sellers to their profile and include it in the Marketplace and available for Subscription licensing. More information regarding use of your profile, managing your Profile Content and maximizing your licensing opportunities, can be found in our FAQs. Our creative editors review all Creators before they can submit to a Buyer's request. This ensures the highest quality standards for Buyers. Please do not include your own watermarks in uploaded Content. Shots uploaded to Snapwire are automatically watermarked to ensure your copyright protection. When a Buyer licenses Content, the watermark is removed when the Content is downloaded. If you upload Content with your own watermark there may be technical or attribution issues, and opportunities for license may be diminished.
Snapwire will not remove any attribution with respect to Sellers' Content uploaded to the Service if provided by Seller. Buyer agrees that it shall provide attribution to the Seller in connection with any editorial use of Content licensed via Snapwire, unless the Seller waives any right to attribution directly. Notwithstanding the above, Snapwire shall not be responsible if the Buyer fails to credit the Sellers.
Each Buyer that purchases Content, creates a Request or each Seller that uploads Content to the Service agrees to grant the following licenses where applicable:
A. License to Snapwire for use in the Platform: A worldwide, non-exclusive, royalty-free, transferable license to sub-license, reproduce, distribute, display and to create derivative works of Content uploaded to Snapwire in connection with its offering of the Services, including for promoting the Service; and/or redistributing the Service through third parties in any format and through any distribution channels.
B. License To Snapwire for the Marketplace: A worldwide, royalty-free, transferable license (that is exclusive in the case of Premium Content) to sub-license, reproduce, distribute, publish, transmit and display (in whole or in part) and to create derivative works of the Content uploaded by Sellers (collectively 'use') with the right to grant sublicenses to licensees to use the Content, in all media throughout the world, for all legal purposes, other than those uses prohibited below under Prohibited Uses. This grant of rights includes the right to permit Snapwire to use the services of third party distributors to offer selected Content for licensing.
Each Seller grants to each Buyer: A. A worldwide, non-exclusive, royalty-free license to grant access to the Content through the Service for review purposes (as defined in this agreement); and b) upon selection of Content for license by a Buyer and payment therefor, a perpetual, non-exclusive, non-transferable, non-sub-licensable, royalty-free worldwide personal and commercial license to, reproduce, distribute, publish, transmit and display, in whole or in part, the Content, and create derivative works from the Content in any and all media for all legal purposes other than those uses prohibited below under Prohibited Uses or as stated with the Content's Permission Status limits. Buyer may store the Content in a closed digital library, network configuration or similar arrangement to allow the Content to be viewed by employees, partners and clients of Buyer only, and so long as Content is not downloaded through a Subscription, there shall be no more than five (5) users accessing the Content at one time. Buyers who purchase a Subscription may be limited to the number of seat licenses or granted additional seat licenses. Additional seat licesnses must be purchased if the Buyer requires more than five (5) users before such additional use begins. For additional seat licenses, please contact us. All rights to the Content shall continue to be owned by the Seller, subject to your rights to use the Content as permitted under this limited license.
By way of example only, as part of the License Grant to a Buyer, the Buyer is permitted to:
Seller grants, for a period of thirty (30) days, a non-exclusive, non-sublicensable, non-transferable and non-assignable right to use any selected Content made available to Buyers, and any derivatives or copies created (collectively, the "Licensed Content"), on a personal computer and, in any test, sample, comp or rough cut evaluation materials. The Content may only be used by a Buyer non-commercially, in materials for personal evaluation purposes or sample use only, including layouts.
In the case of a Buyout, all right, title and interest in and to the Content including any Copyright and Moral Rights are owned exclusively by Buyer. Sellers who agree to have Content assigned to the Buyer for the purposes of a Buyout shall warrant and represent it is the exclusive owner of certain Content and as the Assignor, assigns all rights and title to the Content to the Buyer. Seller also agrees that to sub-assign the right to transfer Copyright and Moral Rights in and to the Content, Seller shall authorize its sole agent, Snapwire Media, Inc., to do so. Together, Seller and Agent Snapwire Media, Inc wish to transfer all rights and distribute the Content to the Buyer, pursuant to the terms of the Purchased Content Assignmenty agreement. Subject to Seller full consent as defined in the Purchased Content Assignment, and by full payment by the Buyer, and in the case where Snapwire Media Inc. works directly with the Seller to assign all rights to the Buyer as its authroized Agent, the Buyer may purchase all rights to the Content, and the Content shall be considered Works Made For Hire, and as such, Buyer shall be considered the author and shall be the owner of the Works Made for Hire. For purposes herein, Moral Rights shall mean any rights to claim authorship of a work, to object to or prevent any modification of a work, to withdraw from circulation or control the publication or distribution of a work, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is called or generally referred to as a “moral right.” Seller shall transfer and assign to Buyer, and shall waive and agree never to assert, any and all Moral Rights with respect to the Content or the Works Made for Hire, even after termination of this Agreement.
Licensed Premium Content may be offered by the Seller for an exclusive licensing period for up to five (5) years (the 'Exclusive Period') to any Buyer, during which the licensed Content will not be offered to other Buyers on the Service or anywhere else. Currently, exclusivity is only offered as an option with Request licenses. Exclusivity terms may vary and will generally command higher prices than non-exclusive licenses. Please confirm any exclusivity with the Seller before completing your license for any Content. If the Content is licensed on an exclusive basis and is reproduced by the Buyer on a social media or other third party web site in a manner permitted by the license, the exclusive rights granted shall automatically be revoked in the event that the third party website seeks to exploit purported rights to the Content contrary to the terms of this Agreement.
All licenses to the Content granted by a Seller to Snapwire according to the above shall automatically terminate when the Seller or Snapwire, as the case may be, removes or deletes the Content from the Service. Termination or removal of Content by a Seller shall not affect any previously granted licenses to Buyers. Please review our FAQs for more information regarding management of Your Content and your profile.
For any Content licensed, the Buyer agrees to pay the amount posted on the Request or the amount pursuant to the applicable Subscription (“License Fee”) in US Dollar; and Seller agrees to pay a separate transaction fee to Snapwire for the use of the Service (“Transaction Fee”). Transaction Fees are the responsibility of the Seller and are equal to 30% of the License Fee on a Request and 50% of the pro-rata License of any Content Subscription downloads. Content sold in a Subscription is subject to a fixed payout schedule related to Transaction Fees. Transaction Fees and License Fee vary between licenses from a Request and Subscription Content and can be reviewed on the Snapwire Payout Schedule which may change from time to time. Please note: Payments will be processed on the 1st of the following month, providing your balance is $25 or more. If the 1st is a weekend or US holiday, the payment will be made on a prior business day. In any event, once you request a payout, it currently averages up to 15 business days to receive money in your chosen account. Requested payouts will be totaled at the end of the month and paid out on the 1st of the following month upon request. Payments may not be released to the Seller until all licensing fees are collected to from the Buyer, and at such time, the Seller's earning will be made available. Please note, we no longer support Balanced for ACH payouts.
Payment of License Fees. License Fees are collected directly by Snapwire via the payment facilitator at the time the transaction occurs; or according to the applicable Subscription agreement; or when a Buyer submits payment; or when a Third Party Partner sells Content. The Transaction Fees are automatically deposited into Snapwire’s account and then distributed to Sellers via the Seller’s chosen Snapwire-supported payment facilitator. Payouts will be processed on the 1st of the following month of the purchase of a License. All sales are final and there is no cancellation once a license transaction has occurred. License Fees paid to the Seller for the Content is taxable income in most countries. Sellers who receive License Fees shall be liable for ensuring that all payments of tax, and other payments are duly remitted in accordance with the applicable legislation of their country and region.
Snapwire does not employ Users in any way. As such, Snapwire will not be liable for any tax or withholding, including but not limited to unemployment insurance, employer’s liability, social security or payroll withholding tax in connection with Your use of the Service or any transactions in connection therewith. You understand and agree that if Snapwire is found to be liable for any tax or withholding tax in connection with Your use of the Services, then you will immediately reimburse and pay to Snapwire an equivalent amount, including any interest or penalties thereon.
Snapwire represents and warrants that the Content (as submitted and unaltered by Users) that is downloaded and used in full compliance with this Agreement and applicable law will not infringe any copyright, trademark or other intellectual property right, and such unaltered Content does not violate any third parties' rights of privacy or publicity; and (b) unaltered Content does not and will not: (i) violate any US law; (ii) be defamatory or libelous; or (iii) be pornographic or obscene.
Upon notice from Snapwire, or upon your knowledge that any Content is subject to a threatened, potential or actual claim for which Content owner or Snapwire may be liable, you must immediately and at your own expense (a) stop using the Content; (b) delete or remove the Content and any uses of the Content from your premises, computer systems and storage (electronic or physical); and (c) ensure that your clients, partners and any entity to whom you’ve provided Content do likewise. Snapwire shall provide you with replacement Content (which shall be determined by Snapwire in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this Agreement.
OTHER THAN AS SET FORTH IN INDEMNIFICATION ABOVE, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. SNAPWIRE AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT OWNERS DO NOT WARRANT THAT: (A) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
IN NO EVENT SHALL SNAPWIRE, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT OWNERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), OR (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
Snapwire has adopted and implemented the Snapwire Copyright Policy in accordance with the Digital Millennium Copyright Act. For more information, please read our Copyright Policy.
The Service may contain links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by Snapwire. We do not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access any third party website, service, or content from Snapwire, you do so at your own risk and you agree that Snapwire will have no liability arising from your use of or access to any third-party website, service, or content.
Snapwire has the right, at its expense, to determine in its sole and reasonable discretion, without obligation, if, and when, any legal action shall be pursued with regard to the Content offered on its own website, and to defend claims and counterclaims related to infringements of the Content. Snapwire shall have complete discretion regarding its choice of attorney or service for claims based on infringements. Settlements shall not be subject to the Seller’s prior approval. Seller agrees to cooperate with Snapwire, providing, if requested, all reasonable assistance to Snapwire. Seller agrees to be named in and be joined in as a party to any proceeding in connection with the prosecution or defense of any legal claim. However, the Seller shall not hold Snapwire responsible for any misuse of the Content. If Snapwire chooses not to pursue any such claims, then the Seller is free to pursue such claims him or herself, and is entitled to 100% of any compensation he or she receives. Otherwise the all settlements shall be subject to 50% of any settlement collected by Snapwire.
Under California Civil Code Section 1789.3, California residents are entitled to the following specific consumer rights information:
The provider of the website is Snapwire Media Inc.3905 State Street, Suite #7-510
To file a complaint or to receive further information regarding use of the Service, send a letter to the above address, contact Snapwire via e-mail or telephone at 805-845-7572. You may also contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at 916.445.1254 or 800.952.5210.
Snapwire respects the intellectual property of others, and we ask our users to do the same. Snapwire may, in appropriate circumstances and in its sole discretion, terminate the account or access of users who infringe the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide snapwires copyright agent the following information:
Snapwire's copyright agent for notice of claims of copyright infringement can be reached as follows:
By mail: Copyright Agent Snapwire 3905 State Street, Ste 7-510 Santa Barbara, Ca 93105
By email: copyright [at] snapwi.re
We will collect the following types of information from you.
We use the contact information you provide to provide you with information about Snapwire.
At times, reputable third parties may present or serve the advertisements, provide us with data collection, reporting and ad response measurement, as well as assist with delivery of relevant marketing messages and advertisements. These third parties may view, edit, or set their own cookies. The use of these technologies by these third parties is subject to their own privacy policies and is not covered by this privacy statement.
We, our third party service providers, and our partners may send "cookies" to your computer or use similar technologies to enhance your online experience at our sites and across the Internet. "Cookies" are files that can identify you as a unique customer and store your personal preferences as well as technical information (including click through and click stream data). Cookies manage and measure the performance of advertisements displayed on or delivered by or through the Service and/or other networks or sites. Cookies can either be permanent (i.e., they remain on your computer until you delete them) or temporary (i.e., they last only until you close your browser). We may also use "Web beacons" that monitor your use of our sites. Web beacons are small strings of code that provide a method for delivering a graphic image on a Web page for the purpose of transferring data, such as the IP (Internet Protocol) address of the computer that downloaded the page on which the Web beacon appears, the URL (Uniform Resource Locator) of the page on which the Web beacon appears, the time the page containing the Web beacon was viewed, the types of browser that fetched the Web beacon and the identification number of any cookie on the computer previously placed by that server.
When corresponding with you via HTML capable e-mail, Web beacons let us know whether you received and opened our e-mail.
On their own, cookies or Web beacons do not contain or reveal any personally identifiable information. However, if you choose to furnish personally identifiable information, this information can be linked to the data stored in the cookies/Web beacons.
We have put in place appropriate physical, electronic, and managerial procedures to safeguard and help prevent unauthorized access, maintain data security, and correctly use the information we collect online.
At various places on the Service, we may ask users for their age. By using the Service you agree to respond truthfully and accurately about your age. In compliance with the Children’s Online Privacy Protection Act (COPPA), we do not knowingly collect from children under age 13 any personally identifiable information (e.g., information that would allow anyone to locate children under 13 on or offline, such as full name, email address, home address, telephone number, etc.). Children under the age of 13 are expressly prohibited from submitting or posting any personal data on the Service.
Effective: August 1, 2014 Through Today.
By selecting the "I Accept" button, you are signing this Agreement electronically. You agree your electronic signature is the legal equivalent of your manual signature on this Agreement. By selecting "I Accept" you consent to be legally bound by this Agreement's terms and conditions. You further agree that your use of a key pad, mouse or other device to select an item, button, icon or similar act/action, or to otherwise provide Snapwire Media, Inc. or in accessing or making any transaction regarding any agreement, acknowledgement, consent terms, disclosures or conditions constitutes your signature (hereafter referred to as "E-Signature"), acceptance and agreement as if actually signed by you in writing. You also agree that no certification authority or other third party verification is necessary to validate your E-Signature and that the lack of such certification or third party verification will not in any way affect the enforceability of your E-Signature or any resulting contract between you and Snapwire Media, Inc. You also represent that you are authorized to enter into this Agreement for all persons who own or are authorized to access any of your accounts and that such persons will be bound by the terms of this Agreement. You further agree that each use of your E-Signature constitutes your agreement to be bound by the terms and conditions of this Assignment.
As such, all parties identified in this Agreement agree to the following terms and conditions:
1. Assignor and Agent represents, warrants and confirms that it is the sole creator of ‘Purchased Content’ acquired from Assignor and its Agent (hereinafter "Purchased Content").
2. For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, Assignor hereby irrevocably assigns and transfers to Assignee all of Assignor's right, title and interest in the Purchased Content described and attached to this Request as this Assignment.
3. The rights hereby granted to Assignee include, with limitation, the right to do any and all acts or things necessary or appropriate to protect the rights granted hereunder, including the copyright, and to institute any actions for such purpose in the name(s) of Assignee, Assignor, or both of them.
4. Assignor further transfer all rights to Assignee necessary to secure registrations, renewals, reissues and extensions to the Purchased Content without exception and agrees to participate in said actions should it be deemed necessary by Assignee.
5. Assignor hereby covenants, warrants and represents to Assignee:
(a) Assignor is the sole owner and creator of the Purchased Content and has the exclusive right to use, copy,distribute and transfer the Purchased Content without limitation.
(b) The Purchased Content is free and clear of any liens, encumbrances, licenses or legal claims of any nature contesting the ownership, moral rights, use or creation of the Purchased Content by Assignor.
6. Moral Rights. Assignor hereby waives any and all moral rights claims associated with the Purchased Content including, but not limited to, the right to be known as the author, the right to object to any alterations to a work, the right to prevent others from being named as the author of a work, the right to prevent others from falsely attributing to one the authorship of work that one has not in fact written, the right to prevent others from making deforming changes in a work, the right to withdraw a published work from distribution if it no longer represents the views of the author,and the right to prevent others from using a work or the author's name in such a way as to reflect on the author's professional standing.
7. This Assignment is governed by the laws of the State of California without regard to its conflict of law rules.
IN WITNESS HEREOF, Assignor, Agent, and Assignee execute this Assignment as an individual or as the Assignor's duly Authorized Agent representative upon each parties acceptance of this Assignment.