Media Distribution Agreement

MEDIA DISTRIBUTION AGREEMENT

THESE MEDIA DISTRIBUTION TERMS (this “Agreement”) are entered into by and between the individual or entity submitting Media (“You” or “Contributor”) and Raishbrook Media Group, LLC (“RMG News”), a California limited liability company (each a “Party” and together the “Parties”), and cover any images, artwork, audio, video, footage, or other content (“Media”) You provide, or have provided in the past, to RMG News or any predecessor in interest to RMG News. This Agreement becomes binding and effective as to You (the “Effective Date”) on the date You affirmatively check the acceptance checkbox presented with this Agreement, which You must do before You are able to submit or upload any Media to RMG News’s platform.

RECITALS

A. You wish to syndicate certain Media and offer it for publication or display in one or more electronic and print publications, news and entertainment services, Internet web sites, television programs, radio shows, and other platforms (collectively, “Media Outlets”).

B. RMG News, among other things, serves as a syndicator distributing newsworthy Media to Media Outlets.

C. You and RMG News each desire that RMG News distribute the Media commercially to Media Outlets for issuance and/or reproduction via print, broadcast, or other mechanical or electronic means (“Publication”), subject to all applicable terms of this Agreement.

AGREEMENT:

In consideration of the foregoing recitals and the mutual covenants, promises, and agreements set forth herein, the parties agree as follows:

  1. DISTRIBUTION RIGHTS

1.1 License. You grant RMG News the right to license, distribute, and place the Media for Publication in Media Outlets for all territories that You specify. Unless otherwise agreed to in writing by You and RMG News, the rights granted to RMG News hereunder are exclusive with respect to all Media submitted by You. You further agree that RMG News shall have the right to freely assign, sublicense, and transfer the rights granted to RMG News under this Agreement, subject to Section 9.2 below.

1.2 Placement Efforts. RMG News shall have sole control and discretion over which Media are offered for Publication, the timing of any offers, the price charged, and the Media Outlets to be solicited. Nothing in this Agreement obligates RMG News to place, promote, or generate any minimum level of licensing activity for any Media.

1.3 “Splitting Sets,” Confidentiality. With respect to Media for which RMG News is granted an exclusive license, You agree that for so long as RMG News retains exclusive rights in and to the Media, You shall not supply such Media, or any Similar of such Media, to any other Media Outlet, syndicator, agency, or third party, whether directly or indirectly. As used in this Agreement, “Similar” means a photographic image (or series of images from the same session), footage, recording, representation, or likeness in analog or digital form whose principal elements are depicted such that, when compared side by side to the Media, a reasonable person would believe them to be substantially the same, or which would reasonably be considered part of the same assignment or session due to the client, subject matter, or depicted person(s). You further agree not to disclose or otherwise reveal the contents or subject matter of Media for which RMG News is granted an exclusive license to any other Media Outlet or third party without RMG News’s express prior written consent. You represent and warrant that You have not already disclosed or revealed such contents or subject matter to any other Media Outlet prior to submitting them to RMG News.

1.4 Promoting and Testing Media. RMG News may market and promote the Media in a variety of ways, including without limitation web sites, print, online galleries, electronic mail, press releases, trade shows, social networks, and other advertising, directly or via third parties, where RMG News reasonably believes such promotion may result in increased revenue for Contributors. For such purposes, You grant RMG News and its licensees the limited right to use Media, and to use Your name, image, likeness, and trademarks, in promotional print, digital, and online materials and promotional products as described herein, and to use Media as necessary to test or evaluate any technologies, systems, or processes RMG News or its affiliates, service providers, representatives, resellers, or customers may use to fulfill their obligations and exercise their rights under this Agreement. No compensation is due to You for such limited promotional, evaluation, or test uses.

1.5 Proofs of Concept. RMG News may from time to time engage third parties to develop proof-of-concept applications or other revenue streams. You grant RMG News and its licensees the right to use Media to develop and evaluate such proof-of-concept applications and revenue streams, including customer beta trials, at no compensation to You, provided that royalties under Section 4 shall be paid upon commercial rollout of any such application or revenue stream, and provided further that any such development and evaluation period shall not exceed one (1) year in duration.

  1. CONTRIBUTOR REPRESENTATIONS, WARRANTIES, AND CONTENT STANDARDS

2.1 Ownership and Authority. You represent and warrant that: (a) You are the sole author and owner of all right, title, and interest in the Media, or You have obtained all rights, licenses, consents, clearances, and permissions necessary to submit the Media to RMG News and to grant the rights granted under this Agreement; (b) the Media is original to You (except for properly cleared third-party elements disclosed under Section 2.2) and does not infringe, violate, or misappropriate any copyright, trademark, right of privacy or publicity, moral right, or other intellectual property or proprietary right of any third party; (c) You have obtained any and all model releases, property releases, location releases, and other consents required for the lawful commercial licensing and Publication of the Media, and will provide copies to RMG News promptly upon request; (d) Your performance under this Agreement does not and will not violate any agreement, obligation, or duty You owe to any third party; and (e) the Media, and any metadata, caption, or description accompanying it, is accurate and not staged, altered, or misrepresented as to time, place, or events depicted, except for customary and disclosed editorial adjustments (e.g., color correction, cropping).

2.2 Third-Party and Contributor-Sourced Content. If any Media You submit includes footage, images, audio, music, graphics, or other content that was not personally created by You — including content captured by another individual, licensed stock content, user-generated content obtained from a third party, or content obtained from the public internet or social media — You must, prior to submission: (a) disclose this fact to RMG News in writing, identifying the original source and creator; (b) confirm and warrant that You hold a valid, sufficient, and transferable license or other legal right to submit that content to RMG News for commercial syndication and sublicensing as contemplated by this Agreement; and (c) provide RMG News, upon request, with documentation evidencing that right (e.g., a release, license agreement, or written permission from the rights holder). RMG News may reject, decline to distribute, or remove from distribution any Media for which such rights are not adequately documented, in its sole discretion, and such action shall not constitute a breach of this Agreement by RMG News.

2.3 No AI-Generated or AI-Manipulated Content. You represent and warrant that the Media does not contain content that was generated, synthesized, or materially created by artificial intelligence, machine learning, generative, or similar automated tools (“AI-Generated Content”), including without limitation synthetic images, deepfakes, AI-generated video or audio, or AI-composited or AI-fabricated elements depicting real or fictional people, places, or events as though genuine. Customary, minor, and disclosed use of AI-assisted editing tools for technical correction (e.g., noise reduction, upscaling, stabilization) that does not alter the substance, authenticity, or truthfulness of the Media is permitted, provided it is disclosed to RMG News at the time of submission. Any undisclosed submission of AI-Generated Content, or submission of Media misrepresented as authentic when it is not, shall constitute a material breach of this Agreement, shall entitle RMG News to immediately remove the Media from distribution and terminate this Agreement for cause under Section 6.2, and shall trigger Your indemnification obligations under Section 5.

2.4 Compliance with Laws. You represent and warrant that Your creation and submission of the Media, and RMG News’s exercise of the rights granted hereunder, will not violate any applicable federal, state, local, or foreign law, rule, or regulation, including without limitation those governing newsgathering, privacy, wiretapping, drone or aviation use, trespass, or export control.

2.5 Ongoing Duty to Update. You agree to promptly notify RMG News in writing if You learn that any representation or warranty in this Section 2 was inaccurate when made or has become inaccurate, and to cooperate with RMG News in good faith to mitigate any resulting harm, including by consenting to the removal of affected Media from distribution.

  1. RMG NEWS’S RIGHTS AND OBLIGATIONS

3.1 Ownership. RMG News acknowledges and agrees that the rights granted hereunder, including the right to assign and sublicense the Media to Media Outlets for licensing, distribution, and Publication, do not confer any ownership rights in or to the Media.

3.2 Rights Protection. RMG News has no affirmative duty to monitor third parties’ use of Your Media. Where commercially feasible, RMG News will assist in investigating and pursuing reasonable enforcement efforts to help curtail unauthorized uses or infringements. Any recovery, after payment of all costs and expenses (including attorneys’ fees and collection costs), shall be treated as Net Revenues under Section 4, and You shall receive the royalty share provided for therein.

3.3 Bylines. RMG News shall require Media Outlets to which it licenses, distributes, or places Media for Publication to use the byline “………/RMG News.” RMG News is entitled, in addition to the byline, to place a copyright notice in substantially the form: “© [Contributor Name] [Date].”

  1. COMPENSATION

4.1 Share Allocation. For Media licensed under the standard model, You will receive seventy percent (70%) of all Net Revenues derived from any licensing, distribution, or Publication placement of the Media, whether as fees, royalties, or otherwise. “Net Revenues” means the total proceeds actually received by RMG News from a third party to which Media are licensed, distributed, or placed for Publication, less VAT and other applicable taxes, subagents’ fees, production costs, and costs of collection.

4.2 Reporting. RMG News will provide You with reports of licensing activity for Media You submitted. The interval between Your first submission and Your first report depends on when the first license occurs.

4.3 Payment Schedule. RMG News cannot compensate You unless and until it has actually collected payment from the buyer for Your Media. Payments are issued twice monthly, on the 1st and the 15th of each month (or the next business day if either date falls on a weekend or bank holiday), covering Net Revenues collected by RMG News since the prior payment date. If no Net Revenues are collected in a given pay period, no payment will be made for that period.

4.4 Withholding Payments. Notwithstanding the foregoing, RMG News will not remit royalty payments to You, and may decline to make Your Media available for licensing, until You have completed all aspects of the Contributor registration process, including tax registrations. You agree to promptly update Your tax registration and other account information whenever circumstances change in a way that could affect taxation or delivery of Your payments (e.g., address, banking, or contact information changes), or upon RMG News’s request. RMG News may place a hold on Your payments if Your tax registrations lapse or if RMG News becomes aware that Your registration information is inaccurate.

4.5 Offset. RMG News may deduct and offset against any amounts owed to You under this Agreement any amounts You owe to RMG News, including without limitation amounts owed under Section 5 (Indemnification) or as a result of a breach of Section 2.

  1. INDEMNIFICATION

5.1 Contributor Indemnity. You agree to defend, indemnify, and hold harmless RMG News, its affiliates, officers, members, managers, employees, agents, licensees, and Media Outlets from and against any and all claims, demands, losses, liabilities, damages, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) any breach or alleged breach of any representation, warranty, or covenant made by You in this Agreement, including without limitation Section 2; (b) any claim that the Media, or RMG News’s or a Media Outlet’s use of the Media as permitted by this Agreement, infringes, violates, or misappropriates any third party’s copyright, trademark, right of privacy or publicity, or other proprietary right; (c) any undisclosed AI-Generated Content or misrepresentation of the Media’s authenticity; and (d) Your negligence, willful misconduct, or violation of applicable law in creating or submitting the Media.

5.2 Procedure. RMG News will provide You with prompt written notice of any claim subject to indemnification under this Section 5; provided that any delay in providing such notice shall not relieve You of Your obligations except to the extent You are materially prejudiced by the delay. RMG News may participate in the defense of any such claim with counsel of its own choosing at its own expense, and no settlement that imposes liability or admits fault on RMG News shall be entered into without RMG News’s prior written consent.

  1. TERM AND TERMINATION

6.1 Term. This Agreement commences on the Effective Date and lasts for an initial term of three (3) years, subject to the Survival Period below. Upon expiration of the initial term, this Agreement automatically renews for successive twelve (12) month terms unless either party provides at least thirty (30) days’ written notice of termination prior to the applicable anniversary of the Effective Date. Except where terminated due to RMG News’s uncured breach for non-payment, RMG News may continue to exercise the license rights granted herein for all Media for three (3) years following termination or expiration (the “Survival Period”), subject to all other applicable terms of this Agreement. All Media submitted on an exclusive basis will remain exclusive throughout the Survival Period.

6.2 Termination for Breach. If either party materially breaches this Agreement, the non-breaching party may terminate this Agreement upon sixty (60) days’ written notice if the breach is not cured within that period, except in the case of a bona fide dispute regarding amounts due. Notwithstanding the foregoing, RMG News may terminate this Agreement immediately upon written notice, without a cure period, if You breach Section 2.3 (No AI-Generated or AI-Manipulated Content), submit Media that RMG News reasonably believes is fraudulent, defamatory, or unlawful, or otherwise materially misrepresent the Media’s authenticity or Your rights therein.

6.3 Effect of Termination. RMG News will, where feasible, notify subagents of the termination of Your relationship with RMG News; however, You acknowledge RMG News cannot guarantee cessation of subagents’ licensing activity. RMG News shall compensate You per Section 4 to the extent RMG News is subsequently paid for any further licensing of Media distributed prior to termination.

  1. LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING IN RMG NEWS’S WEBSITE TERMS & CONDITIONS TO THE CONTRARY, YOU AGREE THAT RMG NEWS IS NOT LIABLE FOR ANY LOSS OR DAMAGE TO MEDIA SUBMITTED TO RMG NEWS, INCLUDING THE MEDIUM OR DEVICE ON WHICH THE MEDIA IS SUBMITTED OR STORED (“PHYSICAL MEDIA”), AND YOU ARE REQUIRED TO PROVIDE OR MAINTAIN YOUR OWN BACKUP FILES FOR ANY MEDIA SUBMITTED TO RMG NEWS. UNDER NO CIRCUMSTANCES SHALL RMG NEWS’S LIABILITY (WHETHER IN TORT, NEGLIGENCE, CONTRACT, OR OTHERWISE) FOR LOSS OR DAMAGE TO ANY MEDIA OR PHYSICAL MEDIA EXCEED $100 PER ITEM OF MEDIA OR $10,000 IN THE AGGREGATE, REGARDLESS OF THE NUMBER OF CLAIMS. IF THESE AMOUNTS ARE NOT ADEQUATE TO COVER THE VALUE OF YOUR MEDIA OR PHYSICAL MEDIA, YOU ARE SOLELY RESPONSIBLE FOR OBTAINING AND MAINTAINING ADEQUATE INSURANCE. NO ACTION, REGARDLESS OF FORM, MAY BE BROUGHT BY YOU MORE THAN ONE (1) YEAR AFTER THE DATE OF THE ALLEGED LOSS OR DAMAGE.

FOR ANY CLAIM UNDER THIS AGREEMENT (INCLUDING WITHOUT LIMITATION RMG NEWS’S UNIVERSAL TERMS AND ANY CLAIM SUBJECT TO AN INDEMNIFICATION OBLIGATION OTHER THAN YOUR INDEMNIFICATION OBLIGATIONS UNDER SECTION 5, WHICH ARE UNCAPPED), RMG NEWS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES, AND RMG NEWS’S TOTAL LIABILITY (WHETHER IN TORT, NEGLIGENCE, CONTRACT, OR OTHERWISE) SHALL NOT EXCEED THE LESSER OF $10,000 OR THE TOTAL NET REVENUES ACTUALLY PAID TO YOU UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, EVEN IF RMG NEWS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE THAT RMG NEWS IS NOT RESPONSIBLE FOR MISUSE OF MEDIA BY ITS LICENSEES OR THEIR END USERS.

  1. ARBITRATION

All disputes arising under this Agreement, or in connection with the Network, that are not resolved within thirty (30) days following delivery of a written notice describing the dispute shall be resolved by binding arbitration under the rules of the American Arbitration Association before a single arbitrator in Los Angeles, California. The arbitrator’s decision shall be final and binding, and judgment thereon may be entered in a court of competent jurisdiction.

YOU ACKNOWLEDGE AND AGREE THAT BY CONSENTING TO THIS AGREEMENT, YOU ARE CONSENTING TO BINDING ARBITRATION OF ALL DISPUTES HEREUNDER, AND THAT IN ARBITRATION YOU SHALL NOT HAVE A RIGHT TO A JURY TRIAL OR TO JOIN OR PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION, SHALL HAVE LIMITED DISCOVERY RIGHTS, AND SHALL HAVE VERY LIMITED RIGHTS OF APPEAL FROM THE ARBITRATOR’S DECISION. THE ARBITRATOR, AND NOT ANY COURT, SHALL HAVE EXCLUSIVE AUTHORITY TO RESOLVE ANY DISPUTE REGARDING THE ENFORCEABILITY OF THIS ARBITRATION PROVISION.

  1. MISCELLANEOUS

9.1 Independent Contractor. You operate an independent business apart from RMG News. Nothing in this Agreement creates a partnership, employer-employee relationship, or joint venture between You and RMG News. You are solely responsible for obtaining and maintaining all applicable business licenses and insurance, and for timely payment of all income, payroll, and employment-related taxes, including unemployment, workers’ compensation, income tax withholding, social security, and any other applicable taxes or public charges.

9.2 Assignment. Your obligations under this Agreement are personal and may not be assigned without RMG News’s prior written consent, which shall not be unreasonably withheld if assigned to a bona fide legal entity acting solely on Your or Your heirs’ behalf. RMG News may assign its rights and obligations under this Agreement, in whole or in part, to any RMG News affiliate or to any surviving entity in connection with a corporate reorganization, consolidation, merger, or sale of assets, without Your consent and without notice to You. This Agreement binds and inures to the benefit of the parties’ heirs, executors, administrators, successors, and permitted assigns.

9.3 Entire Agreement; Modifications; Notices. This Agreement, together with all attachments and documents incorporated by reference, constitutes the entire understanding of the parties regarding its subject matter and supersedes all prior oral or written agreements on that subject matter. This Agreement may be modified only by a written amendment signed by both parties, except that RMG News may update its Website Terms & Conditions from time to time as permitted therein. All notices under this Agreement must be in writing and delivered by mail to the addresses below, or such other address as either party specifies in writing. Notices are deemed given ten (10) business days after mailing.

9.4 Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, it shall be severed, and the remaining provisions of this Agreement shall remain in full force and effect.

9.5 Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles, except to the extent governed by the Federal Arbitration Act with respect to Section 8.

9.6 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that or any other right.

9.7 Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement (other than payment obligations) to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disaster, war, terrorism, labor disputes, or failures of third-party networks or platforms.

9.8 Interpretation. Headings and numbering are for convenience only and shall not affect the construction of this Agreement. This Agreement shall not be interpreted against the party that drafted it. The English-language version of this Agreement governs; any foreign-language translation is provided solely for convenience and has no legal effect in the event of a dispute.

9.9 Electronic Acceptance. You accept and agree to be bound by this Agreement by checking the acceptance checkbox presented alongside this Agreement prior to submitting or uploading any Media to RMG News. That affirmative act constitutes Your electronic signature, and Your assent to and acceptance of this Agreement, to the fullest extent permitted under the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN), the Uniform Electronic Transactions Act (UETA) as adopted in California, and any equivalent applicable law. You may not submit or upload Media, and RMG News is under no obligation to accept, license, distribute, or otherwise use any Media submitted, unless and until You have completed this acceptance. RMG News will maintain a record of Your acceptance, including the date and time it occurred, as evidence of the formation of this Agreement.

Notices to RMG News should be directed to:

Raishbrook Media Group, LLC
578 Washington Blvd, Ste. 863
Marina del Rey, CA 90292

Last revision date: August 12th, 2026