MGA_Outright Games Promotion Agreement [6.24.21]
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PROMOTION AGREEMENT
The following constitutes the agreement (the “Agreement”) dated as of February 20, 2021 between
MGA ENTERTAINMENT, INC. (“MGA”) and OUTRIGHT GAMES LTD. (“Promoter”)
(collectively, the “Parties”), with respect to the upcoming “L.O.L Surprise! Movie Maker! Toy
Giveaway” (the “Promotion”).
1. DESCRIPTION OF PROMOTION
Promotor will promote, sponsor and administer the Promotion, a contest which will be hosted
by Promoter on Promoter’s social media networks (Instagram, Twitter and Facebook) (the
“Contest Pages”) .
2. PROMOTIONAL PERIOD
The Promotion shall commence on 24 June, 2021 and shall end on 01 July, 2021 or otherwise
notified to MGA in writing. (“Promotional Period”).
3. TERRITORY
The Promotion and all aspects associated with it shall be conducted solely in the United States
of America and the European Union, subject to any restrictions required by applicable laws or
regulations (the “Territory”).
4. OBLIGATIONS OF PROMOTER
a. Serve as promoter, sponsor and administrator of the Promotion;
b. Host and administer the Contest Pages. MGA shall have approval over the design of the
Contest Pages;
c. Draft the official terms and conditions for the Promotion (the “Terms and Conditions”);
d. Conduct and administer the Promotion in compliance with all applicable federal, state
and local laws, rules, regulations and statutes regarding contests/promotions (“Laws”),
including the preparation of advertising and promotional materials for the Promotion,
the filing of any forms necessary for lawful execution of the Promotion, selecting a
winner to award all prizes from among all entries received in accordance with the
Terms and Conditions, and the preparation of affidavits of eligibility and releases of
liability (if required); and
e. Handle winner notification and prize fulfillment in connection with the Promotion.
5. APPROVAL RIGHTS/INTELLECTUAL PROPERTY
MGA hereby grants to Promoter a revocable, royalty-free, non-exclusive license to use and
display MGA’s trademarks, copyrights or other intellectual property associated with the
Promotion (“Intellectual Property”), such use to be limited solely to the Promotion
contemplated hereby and any approved advertising or other approved promotional activities
relating thereto, as set forth in this Agreement. No use may be made of any Intellectual
Property of MGA other than as contemplated herein. Promoter acknowledges that every use of
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MGA_Outright Games Promotion Agreement [2.20.21]
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MGA’s Intellectual Property shall inure to the benefit of MGA and that the provisions of this
paragraph do not convey to Promoter any right, title or ownership interest in MGA’s
Intellectual Property. Promoter shall not take any action or a lack of action that would in any
way impair MGA’s proprietary rights.
6. REPRESENTATIONS AND WARRANTIES
Notwithstanding anything to the contrary contained in this Agreement, Promoter warrants and
represents to the other that (i) it has the power and authority to enter into and perform its
obligations under this Agreement; (ii) this Agreement has been duly executed and delivered by
Promoter and constitutes the valid and binding obligation of Promoter, enforceable in
accordance with its terms; (iii) it will conduct its obligations under this Agreement in material
compliance with the Terms and Conditions relating to the Promotion; (iv) that there are no
claims or lawsuits which would prevent this Agreement or the Promoter’s performance
hereunder; (v) there are no conflicting agreements which would violate or constitute a default
under this Agreement, or which this Agreement would violate or constitute a default under; and
(vi) that the Promotion will be conducted in accordance with all Laws.
7. INDEMNIFICATION
Promoter will indemnify and hold harmless MGA, its directors, officers, employees, agents
and assigns, from and against any and all claims, demands, suits, actions, liabilities, loss, costs
and damages (including reasonable attorneys’ fees and/or litigation fees and the cost of
settlement) asserted against or incurred by any of them as a result of (i) any actual or alleged
breach of any of Promoter’s representations, warranties and obligations set forth herein; (ii)
any third party claim related to the Promotion, including from any entrant and/or prize winner;
(iii) any third party claim arising out of Promoter’s collection and/or use of any Personal Data
(defined below); and (iv) the negligent or wrongful act or omission of Promoter.
8. ASSIGNMENT
This Agreement and the rights and obligations specified herein are not assignable by either
party by operation of law without the prior written consent of the other party, except that either
party may assign its rights in whole or in part to any parent, subsidiary, affiliated or controlling
corporation, or to any person owning or acquiring a substantial portion of the stock or assets of
such party.
9. TERM
This Agreement shall commence on the date set forth above and will expire upon the complete
awarding of the final prize to be awarded in the Promotion.
10. DISPUTE RESOLUTION/GOVERNING LAW
This Agreement shall be governed by and interpreted in accordance with the laws of the State
of California. Promoter agrees that any and all claims, disputes or controversies arising out of
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or in connection with this Agreement shall be resolved exclusively by binding arbitration
before a single, neutral arbitrator, to be conducted under the auspices of JAMS, under its
Streamlined Arbitration Rules and Procedures, through its Los Angeles, California office;
provided, however, that Promoter agrees that Promoter’s remedies for any breach or alleged
breach of this Agreement or for any claims brought by Promoter in connection with this
Agreement or others will be limited to monetary damages, if any, and in no event will
Promoter be entitled to rescind this Agreement or the rights granted hereunder, to seek or
obtain injunctive or any other equitable relief.
11. MISCELLANEOUS
a. Severability: If any provision of this Agreement is held to be void, invalid or
inoperative, the remaining provisions of this Agreement shall continue in effect and the
invalid portion of any provision shall be deemed modified to the least degree necessary
to remedy such invalidity while retaining the original intent of the Parties.
b. Survival: The provisions of paragraphs 6, 7, 10 and 11 shall remain in effect after any
termination or expiration of this Agreement.
c. Waiver: Failure of any party to partially or fully exercise any rights or the waiver of
either party of any breach shall not prevent a subsequent exercise of such right or be
deemed a waiver of any subsequent breach of the same or any other term of this
Agreement.
d. Joint Partnership: Each party’s relationship with the other will be that of an
independent contractor. Nothing contained herein will be construed as creating any
agency, partnership or other form of joint enterprise between the Parties.
e. Entire Agreement: This Agreement expresses the binding and entire agreement
between the Parties and shall replace and supersede all prior arrangements and
representations, either oral or written, as to the subject matter hereof. All modifications
or amendments to this Agreement must be in writing, signed by both Parties. For the
convenience of the Parties, this Agreement may be executed by facsimile or PDF and in
counterparts, each of which shall be deemed to be an original, and both of which taken
together, shall constitute one agreement binding on all Parties.