1. Licensor hereby grants to Licensee a non-exclusive license to use the material sent (photographs and video files, hereinafter "Footage"). Licensor hereby grants to Licensee the right to include the Footage in all programming produced by WCPO, its affiliates or other entities licensed to distribute WCPO programming Worldwide in all media now known and hereafter conceived or created, including home video and Internet, and on-air promotion and advertising relating thereto, in perpetuity.

Licensee acknowledges that it will receive no compensation for the rights herein.

2. In connection with the Footage, Licensor warrants and represents for the benefit of Licensee that:

a. It has the right to enter into and perform this Agreement and grant Licensee all the rights granted herein in that it either owns the Footage or controls the exhibition and distribution rights thereto; and

b. Licensor obtanied Footage in a legal manner and the acquisition of the Footage did not violate any state or federal law or regulation; and

c. There are no agreements, nor shall Licensor enter into any agreements, which would prevent the fulfillment of this Agreement or impair or conflict with the rights granted hereunder; and

d. Neither the Footage, nor the production or use of the Footage or any element of the Footage hereunder, will infringe on any trademark or trade name of, violate any right of privacy or any other right of another person, firm, corporation or other entity; and

e. The events depicted in the Footage are real and not staged.

4. Licensor agrees at all times to indemnify, defend and hold harmless Licensee, its subsidiaries, parent company, and any affiliated entities, and the officers, directors, employees, licensees, and agents of each from any and all claims, damages, liabilities, costs, and expenses, including reasonable legal fees, arising out of the broadcast of the Footage or the use as herein contemplated, and/or any materials or elements thereof furnished by Licensor.

5. Nothing contained in this Agreement shall be deemed to obligate Licensee to broadcast or use the Footage.