All-Star SUW Facebook Frame Submission Agreement Submission Agreement Please read this Information and Content Submission Agreement (the “Agreement”) carefully before uploading information and content (collectively, “Submission”) to the INSP Web Sites. Your Submission is made conditional on agreement to the following. By uploading your information and content, you agree that all of the following terms and conditions apply to all information and content which you supply to INSP. All terms and conditions applicable to your use of the INSP Web Sites as set forth in the Terms of Use apply hereto and are incorporated herein by reference. Submission. We will use the term “Submission” to mean and refer to any and all information, content, media and materials you submit to or for use by INSP, including, without limitation, writings, testimonies, still photographs, spoken statements, music, audio, video, video recordings, audio-visual works and recordings, slides, portraits, animated and/or motion pictures, caricatures, likenesses, vocal or other sounds, sound recordings, voices, voice reproductions, captions, computer graphics and visual effects, as well as any accompanying documentation, packaging or other materials, tangible or intangible, and to all derivative works, translations, adaptations or variations of same, regardless of the tangible medium, broadcast medium, format or form, now known or hereinafter developed or discovered, and regardless of where produced, on location, in a studio or elsewhere, in black-and-white or in colors, alone or in conjunction with other work, characters, real or imaginary, in any part of the world. Each time you upload or submit an item of Submission, you will be confirming your acceptance of, and agreement to be bound by, all the terms and conditions of this Agreement. When you submit an item of Submission to INSP, you may also be asked to provide some information about yourself and your Submission. This may include, without limitation, such things as a descriptive title, some information about the content, length, your geographic location and/or similar information. You may also be asked to provide some personal information about yourself such as your name, location address, or email address. Please see INSP’s Privacy Policy for a summary of INSP’s information collection and use practices. By submitting your Submission, you are also agreeing and you understand that the term “Submission” also includes, without limitation, and refers to all of the information you submit or we may receive about you or third-party information included in your Submission. Always keep a copy of anything you send because we shall not be responsible for lost, damaged, misdirected, unusable or unreadable content. Proof that you submitted an item of Submission does not constitute proof that we received anything. Submission Requirements. You are solely responsible and liable for any Submission submitted under your name, your email address and/or your user name, as applicable. We have the right, in our sole discretion, at any time, without notice and without limiting any and all other rights we may have under this Agreement, at law or in equity, to (a) reject your Submission, (b) refuse to allow you to submit other content for consideration (c) remove and delete your other content, (d) revoke your registration and/or (e) use any technological, legal, operational or other means available to enforce the terms of this Agreement, including, without limitation, blocking specific IP addresses or deactivating your registration, or access using your e-mail address, your user name and password. You agree you will not submit or attempt to submit, and we have the right to reject, refuse to accept, remove or otherwise handle as INSP deems appropriate, any “Unauthorized Submission” which is defined as any content that is or could be construed as violating any of the terms and conditions of this Agreement, and/or any of the requirements found on the upload page or as otherwise set forth in our Terms of Use, including, without limitation: causing harm, harassing anyone or doing anything which may prevent, prohibit, inhibit, restrict or otherwise impair others from using or enjoying our INSP Web Sites; causing unauthorized access to INSP or information of other users; causing the modification, impairment, disruption, alteration or interference with the use, features, functions, operation or maintenance of the INSP Web Sites; or violating any requirements, rules, terms or conditions that may be applicable to INSP. If INSP receives notice of any claim of infringement that satisfies specific legal requirements, such as notice and takedown requirements under U.S. copyright law (See Section 3 below), INSP may remove content associated with such claim. INSP further reserves the right to provide information to law enforcement officials, governmental agencies and pursuant to judicial or regulatory compulsion, to protect their respective interests, INSP or to comply with legal, regulatory, audit and compliance obligations. Copyright; Submission Requirement Violations; Breach of Agreement. If you believe any content violates the copyright of any other party, you can notify us by using our notice and procedure for making a Copyright Infringement Complaint, which is set forth on our Terms of Use. If you believe any content or the conduct of any other user violates this Agreement or in any other way infringes upon the rights of others, you may notify us by email at info@insp.com. We have no obligation to respond or reply to any notifications you send us, but we always reserve the right to take any action or no action in our sole discretion. Rights Granted to INSP. In connection with each and every item of Submission you submit to or through the INSP Web Sites, you hereby grant to INSP, on behalf of yourself and any other person or entity that can claim a right to the content or information, the unqualified, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual and royalty free right, license, authorization and permission, in any form or format and with any technology or devices now known or hereafter developed or discovered, in whole or in part, to host, cache, store, maintain, use, reproduce, distribute, display, exhibit, perform, publish, broadcast, transmit, modify, prepare derivative works of, adapt, reformat, translate, and otherwise exploit all or any portion of your content via any means or media, including without limitation on the INSP Web Sites, affiliated websites, and any other websites, wireless services, channels, services (including branded programming services), cable television, syndication, closed circuit television, multi-point distribution service, direct broadcast satellite, direct projection exhibition, OTT, all forms of radio, publications including without limitations magazines, newsletters, mailers, and other distribution platforms, whether currently existing or existing or developed in the future, of INSP, as well as on third-party social networking websites and platforms, such as Facebook, Instagram and Twitter, (collectively, the “Platforms”), for any purpose whatsoever (including, without limitation, for any promotional purposes) without accounting, notification, credit or other obligation to you, and the right to license and sub-license and authorize others to exercise any of the rights granted hereunder to other entities, in our sole discretion. For the avoidance of doubt, without limiting the generality of the rights granted to INSP, these rights include, without limitation, a waiver of any moral rights; the right to create derivative works of, distribute and synchronize all or any portion of your content in timed relation to any other visual elements; to web cast, pod cast, re-publish, re-broadcast, re-platform, port, syndicate, route, and link to and from all or any portion of your content; to encrypt, encode and decode, and compress and decompress all or any portion of your content; to edit, mix, combine, merge, distort, superimpose, create or add special effects, illusions and/or other material to or of all or any portion of your content; to create composite, photographs, videos, animations, motion pictures and/or voice reproductions from all or a portion of your content; and to excerpt and/or extract portions of your content in order to host, store, index, categorize and display your content on or through the Platforms. By submitting your content to INSP, in addition to the rights, licenses and privileges referred to above, you are also granting INSP the unqualified, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, fully paid-up and royalty free right, license, authorization and permission to use and refer to your name or any other person’s name referenced in or with the content (if applicable), your location, your image, characteristic, likeness, or other distinctive identification, via any manner or media, including in presentations, publications, communications, marketing materials, customer lists and financial reports, to do, perform, take advantage of and exploit any and all of the rights set forth herein in connection with the marketing, advertising and promotion of INSP, the Platforms, and any products, goods, features, functions, capabilities and/or services associated with INSP and to use and otherwise exploit any ideas, concepts, content, material, expression or form of expression, in whole or in part, contained in your content, for any purpose whatsoever, without any credit, compensation or accounting to you, in products or services developed by INSP, without limitation or restriction whatsoever. The rights, licenses and privileges described in this Agreement and granted to INSP shall commence immediately upon your making your Submission to or through INSP (by upload by you or by any other means we make available to you) and continue thereafter perpetually and indefinitely, regardless of whether you continue or remain a registered user or not, unless and until terminated, in whole or in part, by INSP on notice to you. Notwithstanding the foregoing, you acknowledge and agree that INSP shall not be required or have any obligation to host, index, display, accept or use any submitted content (or take advantage of any or all of the particular rights and authorities granted or otherwise available) and INSP may, in its sole discretion, remove or refuse to host, index, display, accept, use or do anything at all with respect to any Submission. Once you submit your Submission to or through INSP, and in all cases subject to INSP’s compliance with applicable law, you shall have no right to prohibit, restrict, revoke or terminate any of the rights granted to INSP. You are not entitled to and you will not receive any compensation or other consideration for your content, or any use made of your content once submitted to or through INSP. You also understand and agree that neither all or any portion of Submission, nor any commercial, advertisement, promotional, marketing or other INSP material associated with your Submission, need to be submitted for your approval prior to use. You hereby release INSP from any and all claims of any rights, encumbrances, liens, claims, demands, actions or suits which you may or can have in connection with your Submission, including, without limitation, any and all liability for any use or nonuse of the your Submission, claims for defamation, libel, slander, invasion of privacy, right of publicity, emotional distress or economic loss. INSP has the right to assign, transfer, convey, license, sub-license and otherwise transfer, sub-contract, delegate, outsource or engage third parties to perform or benefit from all or any portion of its or their rights and/or obligations to any one or more other parties, without accounting, reporting, notification or other obligation or liability to you whatsoever, now or in the future. You also forever waive and relinquish all moral rights or droit moral now or hereafter recognized in connection with the Submission and the rights granted to INSP hereunder. INSP has the right to license, authorize and/or otherwise enter into agreements and arrangements with third parties to do or perform any of the activities, exercise any of the rights and/or undertake any of the responsibilities granted or imposed under this Agreement, in whole or in part. Ownership. INSP retains all right, title and interest in and to the INSP Web Sites, including, without limitation, to all associated intellectual property and proprietary rights existing anywhere in the world and you acquire no ownership, proprietary or other rights, title or interest in or to INSP Web Sites and/or any INSP Platform, communication or publication. You must own the rights to each item of Submission you submit and each element of each item of Submission you submit and the right to grant all of the authorizations, permissions, approvals, consents, rights and licenses as described in this Agreement. If you do not exclusively own all of these rights, you must have all necessary authorizations, permissions, approvals, consents, rights and licenses from the owner(s) to enter into this Agreement and perform and comply with all of its obligations. You represent, warrant and covenant to INSP and by submitting each item of Submission to or through INSP, you reaffirm each such representation, warranty and covenant, that (a) you are at least the legal age of majority in your state or country as applicable and you have the legal right and capability to enter into this Agreement and perform and comply with all of its terms and conditions, (b) all of the information provided by you to or through INSP, is truthful, correct, complete and current, (c) your Submission does not violate this Agreement any rights of any other party, any of your obligations, any law or regulation or infringes upon or misappropriates any intellectual property, privacy, publicity or other rights of any party, and (d) you hold and will continue to hold all the ownership, license, proprietary and other rights necessary to enter into, authorize, grant rights and perform your obligations under this Agreement as described. Upon the request of INSP, you will furnish INSP any documentation, substantiation and releases necessary and reasonably required to verify and substantiate your compliance with any or all of the terms and conditions of this Agreement, including, without limitation, the foregoing representations, warranties and covenants. You also understand and agree that no guild or residual payments will arise in connection with the submission and exploitation of the Submission. To the extent that any Submissions you submit on or through the INSP Web Sites contain original songs or recordings, you hereby represent that you are a member of ASCAP, BMI, SESAC or any other applicable performing rights society and that all musical compositions (including lyrics) and sound recordings contained in such Submissions are available for licensing to us (and our licensees, distributors, agents, representatives and other authorized users) directly from such societies. Notwithstanding the foregoing, regardless of whether you are a member of any performing rights society, you grant us such public performance rights with respect to each and every musical composition (including lyrics) and sound recordings contained in such Submissions. You hereby appoint us as your agent with full power to enter into and execute any document and/or do any act we may consider appropriate to confirm the grant of rights, consents, agreements, assignments and waivers set forth in this Agreement. Indemnification. Your indemnification obligations under the Terms of Use include, without limitation, any third party claims arising from, related to or caused by your Submission and/or in any way associated with this Agreement and/or INSP. Disclaimers and Limitation of Liability. THE INSP WEB SITES ARE PROVIDED “AS IS” WITH NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED AND YOUR USE OF THE INSP WEB SITES IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR YOUR SUBMISSION, THE REPRESENTATIONS AND OBLIGATIONS UNDER THIS AGREEMENT AND FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING FROM YOUR USE OF THE INSP WEB SITES. INSP EXPRESSLY DISCLAIMS (TO THE FULLEST EXTENT OF THE LAW) ANY AND ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES CONCERNING ACCESS TO AND/OR THE AVAILABILITY, ACCURACY, USEFULNESS AND/OR SECURITY OF THE INSP WEB SITES, ANY SUBMISSION, MATERIAL, SOFTWARE, INFORMATION, DATA, SOFTWARE, CAPABILITIES MADE AVAILABLE TO YOU, RESOURCES, FACILITIES, PRODUCTS AND/OR SERVICES, AND WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THAT INSP WILL FUNCTION OR PERFORM IN ANY PARTICULAR MANNER. INSP SHALL NOT BE RESPONSIBLE FOR LIABILITY ARISING FROM ANY USE NOT SPECIFICALLY AUTHORIZED OR THAT IS IN VIOLATION OF THIS AGREEMENT OR THE LAWS OR REGULATIONS THAT MAY APPLY TO YOU IN ANY OTHER JURISDICTION OR COUNTRY. INSP EXPRESSLY DISCLAIMS AND SHALL NOT BE RESPONSIBLE FOR ANY LIABILITY FOR CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, HOWSOEVER ARISING OR CAUSED, WHETHER FORESEEABLE OR NOT, REGARDLESS OF THE FORM OF ACTION OR THE BASIS OR CHARACTERIZATION OF THE CLAIM AND EVEN IF ADVISED OF THE POSSIBILITY OF DAMAGES. General. The Terms of Use, incorporating this Agreement, along with the Privacy Policy makes up the entire agreement between you and us relating to INSP and the subject matter of this Agreement and supersedes any prior or inconsistent agreements. In the event of any conflict between this Agreement and the Terms of Use, the Terms of Use shall control. INSP may terminate this Agreement with you and your right to use the INSP Web Sites at any time without notice to you. In no event shall you have the right to enjoin the development, production or distribution or exploitation of the INSP Web Sites, any programming, publication or communication. This Agreement is not assignable nor are any of your rights and obligations transferable or able to be delegated to another entity or person without the prior written consent of INSP. We may transfer and assign this Agreement or all or any of its rights or privileges hereunder to any entity or individual without restriction. This Agreement shall be binding on all of your successors-in-interest and heirs. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NORTH CAROLINA, UNITED STATES OF AMERICA, WITHOUT REGARD TO CONFLICTS OF LAWS OR CHOICE OF LAW PROVISIONS. SOLE AND EXCLUSIVE JURISDICTION FOR ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE AN APPROPRIATE STATE OR FEDERAL COURT LOCATED IN CHARLOTTE, NORTH CAROLINA.