This Content License Agreement (“Agreement”) is entered into by and between Orlando Fashion LLC (“Company,” “we,” “us,” or “our”) and the individual or entity (“Licensor,” “you,” or “your”) that provides content to the Company for use across its various platforms, including but not limited to websites, publications, podcasts, online marketplaces, and events.

1. License Grant

1.1. Grant of License. Licensor hereby grants the Company a non-exclusive, worldwide, royalty-free, transferable, and sublicensable license to use, reproduce, distribute, display, perform, and create derivative works from the content provided by the Licensor (“Content”). This license includes the right to use the Content in connection with the Company’s business operations, including but not limited to marketing, promotion, sales, and public relations.

1.2. Platforms Covered. The license applies to all platforms operated by the Company, including Orlando Fashion Magazine (OFM), Orlando Fashion Podcast (OFP), Orlando Fashion Store (OFS), Orlando Fashion Experiences (OFE), and any other digital or physical mediums the Company may utilize.

2. Ownership and Intellectual Property Rights

2.1. Ownership. Licensor retains ownership of all intellectual property rights in the Content, subject to the license granted to the Company under this Agreement.

2.2. Attribution. The Company agrees to provide appropriate attribution to the Licensor when the Content is used, unless otherwise agreed upon by both parties.

3. Representations and Warranties

3.1. Licensor Representations. Licensor represents and warrants that:

• The Licensor is the sole and exclusive owner of the Content or has obtained all necessary rights, licenses, and permissions to grant the license described in this Agreement.

• The Content does not infringe upon any third party’s intellectual property rights, privacy rights, or any other legal rights.

• The Content does not contain any defamatory, obscene, or unlawful material.

3.2. Company Representations. The Company represents and warrants that:

• It will use the Content in compliance with all applicable laws and regulations.

• It will not alter the Content in a way that negatively impacts the integrity or reputation of the Licensor.

4. Compensation

4.1. Payment. If applicable, the Company agrees to pay the Licensor a fee or royalty as mutually agreed upon by both parties. The specific terms of compensation, including the amount and payment schedule, will be outlined in a separate document or agreement.

4.2. Expenses. Unless otherwise agreed, each party will bear its own expenses related to the performance of this Agreement.

5. Term and Termination

5.1. Term. This Agreement shall commence on the date of execution and continue until terminated by either party as described in Section 5.2.

5.2. Termination. Either party may terminate this Agreement with 30 days’ written notice. Upon termination, the Company will cease using the Content and remove it from its platforms within a reasonable time frame.

5.3. Effect of Termination. Upon termination, all licenses granted under this Agreement shall immediately cease, and the Company will return or destroy any copies of the Content, as requested by the Licensor.

6. Indemnification

6.1. Licensor Indemnification. Licensor agrees to indemnify, defend, and hold harmless the Company, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, or expenses (including reasonable attorneys’ fees) arising out of or in connection with the Content, including but not limited to any breach of the representations and warranties provided in Section 3.

6.2. Company Indemnification. The Company agrees to indemnify, defend, and hold harmless the Licensor from and against any and all claims, liabilities, damages, losses, or expenses arising out of or in connection with the Company’s use of the Content in violation of this Agreement.

7. Confidentiality

7.1. Confidential Information. Each party agrees to maintain the confidentiality of any non-public, proprietary information received from the other party in connection with this Agreement.

8. Governing Law and Dispute Resolution

8.1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law principles.

8.2. Dispute Resolution. Any disputes arising out of or related to this Agreement shall be resolved through good faith negotiations. If the parties are unable to resolve the dispute, it shall be settled by binding arbitration in Orlando, Florida.

9. Miscellaneous

9.1. Amendments. This Agreement may only be amended in writing, signed by both parties.

9.2. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes any prior or contemporaneous agreements, discussions, or understandings, whether written or oral.

9.3. Assignment. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party.

9.4. Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.