Contributor Content License & Distribution Agreement

This Contributor Content License and Distribution Agreement ("Agreement") is entered into between D³ ("D³," "we," "us," or "our") and the approved contributor identified in the executed signature block ("Contributor," "you"). This Agreement governs the license, distribution, and use of content submitted by Contributor to D³.

1. Definitions

• "Content" means all video, audio, images, text, graphics, and other materials submitted by Contributor to D³ under this Agreement.
• "D³ Platforms" means D³ TV, D³ Radio, The D³ Podcast, D³ Music, dtothe3.com, and any other D³ distribution channels, including third-party platforms where D³ distributes content (Roku, Fire TV, Amazon, Apple, Spotify, YouTube, and others).
• "Underlying Rights" means all third-party rights embodied in the Content, including music synchronization rights, master use rights, location rights, and appearance rights of individuals depicted in the Content.

2. License Grant

Contributor grants to D³ a non-exclusive, royalty-free, worldwide, perpetual license to:

• Reproduce, distribute, publicly perform, publicly display, and transmit the Content on D³ Platforms
• Edit, reformat, and adapt the Content for technical compatibility with D³ Platforms
• Create clips, excerpts, and promotional materials from the Content for marketing and promotional purposes
• Sublicense the Content to third-party distribution partners for distribution on their platforms as part of D³'s distribution arrangements
• Archive the Content for D³'s internal records

This license does not transfer ownership of the Content. Contributor retains ownership of the Content subject to the license granted herein.

3. Exclusivity

Unless a separate Deal Addendum specifies an exclusive arrangement, the license granted under this Agreement is non-exclusive. Contributor may continue to distribute the Content through other channels, provided that such distribution does not conflict with any exclusive arrangement specified in a Deal Addendum.

4. Contributor Representations and Warranties

Contributor represents and warrants that:

• Contributor owns or controls all rights in the Content necessary to grant the license in Section 2
• The Content does not infringe any third-party copyright, trademark, right of publicity, or other intellectual property right
• Contributor has obtained all necessary Underlying Rights, including music licenses, location releases, and appearance releases
• The Content complies with D³ Content Standards (D3-CONTENT-STANDARDS)
• The Content does not contain defamatory, obscene, or illegal material
• If the Content depicts minors, Contributor has obtained all required parent/guardian consents and complied with applicable child labor laws
• Contributor has the legal authority to enter into this Agreement

5. Music Rights

Contributor is solely responsible for clearing all music rights in the Content before submission. This includes synchronization licenses and master use licenses for all musical compositions and sound recordings. D³ may require Contributor to provide a cue sheet. D³ may mute or remove music that cannot be cleared without liability to Contributor.

6. Compensation

Unless a Deal Addendum specifies compensation, this Agreement is royalty-free. Contributor is not entitled to any payment, revenue share, or other compensation for the license granted herein. Any compensation arrangement must be set forth in a signed Deal Addendum.

7. Credit

D³ will use commercially reasonable efforts to credit Contributor in connection with the Content where technically feasible and consistent with D³'s editorial practices. D³ is not obligated to provide credit in any specific format or in all uses of the Content.

8. Content Removal

D³ may remove Content from D³ Platforms at any time in its sole discretion, including for violation of Content Standards, legal requirements, or D³'s editorial judgment. Contributor may request removal of Content by contacting info@dtothe3.com. D³ will use commercially reasonable efforts to remove Content within a reasonable time, but is not obligated to remove Content from third-party platforms where D³ has already distributed it.

9. Indemnification

Contributor will indemnify, defend, and hold harmless D³ and its officers, directors, employees, and agents from and against any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from: (a) Contributor's breach of any representation, warranty, or obligation under this Agreement; (b) any claim that the Content infringes any third-party right; or (c) Contributor's violation of applicable law.

10. Limitation of Liability

D³'s liability to Contributor under this Agreement is limited to direct damages not to exceed $500. D³ is not liable for any indirect, incidental, consequential, or punitive damages.

11. Term and Termination

This Agreement continues until terminated. Either party may terminate this Agreement on 30 days' written notice. D³ may terminate immediately for Contributor's material breach. Termination does not affect D³'s right to continue using Content already distributed under this Agreement, subject to the license granted in Section 2.

12. Confidentiality

Contributor agrees to keep confidential all non-public information about D³ productions, programming, business operations, and personnel that Contributor learns in connection with this Agreement. This obligation survives termination of this Agreement.

13. Governing Law and Dispute Resolution

This Agreement is governed by the laws of the State of Texas. Any dispute arising under this Agreement will be resolved by binding arbitration in Texas under the rules of the American Arbitration Association, except that either party may seek injunctive relief in court for intellectual property violations.

14. Entire Agreement

This Agreement, together with any applicable Deal Addendum and the D³ Content Standards, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements and understandings.

15. Deal Addendum

Special arrangements, including exclusive licenses, compensation, co-production arrangements, and other non-standard terms, are set forth in a Deal Addendum executed separately. In the event of a conflict between this Agreement and a Deal Addendum, the Deal Addendum controls.

16. Electronic Execution

This Agreement may be executed electronically. An electronic signature has the same legal effect as a handwritten signature under applicable law, including the E-SIGN Act and applicable state law. The audit record generated at the time of electronic execution constitutes evidence of execution.

17. Contact

Contributor agreement questions: info@dtothe3.com