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R. Kelly Double UP Travel with R. Kelly Your Face that is
END USER UPLOADED PHOTOGRAPH LICENSE AGREEMENT

This license agreement ("Agreement") dated as of the electronic date recorded by the checking of the box below indicating that you agree to be legally bound by the terms of this Agreement is entered into between You, an individual (hereinafter the "Licensor"), R.KELLY TOURING, INC. and COUNTRYWIDE ENTERTAINMENT GROUP, INC. ("CEG") and its third-party licensees, if any (collectively the "Licensee"). This Agreement governs the licensed use of any and all user-uploaded content, including graphics, text, and photographs (hereinafter collectively the "Images"), which content has been uploaded by Licensor to Licensee via the R.Kelly Website, the R.Kelly Myspace Page, the CEG website or any other website where individuals may upload content to Licensee for use the use as describe below (the "Websites").

YOUR UPLOAD OF ANY IMAGES AND/OR CONTENT SIGNIFIES YOUR ACCEPTANCE OF THIS AGREEMENT AND THE TERMS CONTAINED HEREIN.

1. Age of Majority
By uploading content of any kind, Licensor represents and warrants that he or she is at least eighteen (18) years of age. Licensor admits to having read, understood and accepted this contract. Licensor agrees to be bound to the terms and conditions herein. By signing or clicking "I AGREE" below, Licensor confirms that he or she has read and accepted the terms as described above, and that this is to be understood as a binding contract between the Parties.

2. Permitted Use/License/Grant of Rights
Licensor hereby grants to Licensee the perpetual and exclusive right and license to use, incorporate, display, portray, spotlight, compile, and/or use in any way, shape or form, in any media or medium now known or hereinafter identified or discovered the 8"x10" image that Licensor uploads to the Websites.

By executing this Agreement electronically, Licensor acknowledges that he or she understands that the purpose of this arrangement is to allow Licensor to upload an image of his or her choosing subject to the ultimate and final approval on use by Licensee, for a cost to be agreed to by the parties, so that Licensee may display the uploaded image as part of the wrap of one of the tour buses which will travel along with the R.Kelly 2007-08 Tour (the "Bus") during the approximate time period of November 1, 2007 through January 31, 2008. Licensor understands that Licensee makes no representation of any kind regarding placement of Images on the Bus and/or the ultimate quality of the print or reproduced image(s). Licensee, in its sole discretion and without further permission from Licensor, may alter, crop, modify or adapt the uploaded Image(s) in connection with the permitted and licensed use(s). Licensee may make additional back-up copies of the uploaded Image(s) for internal back-up purposes. Licensee may transfer the uploaded Images to third party sub-licensees without further writing or permission from Licensor in the event Licensee determines in its sole discretion that such need is integral to the creation of the final product.

Licensor further warrants that there are no restrictions that prevent Licensor from providing Licensee with the photograph(s) and/or uploaded images and agreeing to these terms contained herein, and that the consent of no other person or persons is required to enable Licensee to exercise the license granted herein.

3. Restrictions on Use
Licensor hereby acknowledges and agrees that there shall be no restrictions on the use of the uploaded images, save that the images shall only be used in connection with the R.Kelly Tour Bus Wrap Project.

4. Content
Licensor acknowledges, agrees and understands that he or she may not upload any Image, which: (a) contains obscenity, (b) is offensive, (c) portrays acts of violence, (d) depicts pornographic material, or (e) is defamatory or libelous in any way shape or form. Licensor understands that failure to abide by this provision may result in the exclusion of Images from the Bus. In addition, notwithstanding the foregoing, Licensee reserves the right to exclude or reject any uploaded image(s) for any reason whatsoever in its sole and unfettered discretion. In the event that an uploaded image is rejected for any reason, Licensee will take reasonable steps to refund the payment made by the Licensor.

5. Rejection of Material
By executing this agreement, Licensor acknowledges, understands and agrees that Licensee has sole and unfettered discretion to approve or deny any uploaded Image submitted for incorporation in the R.Kelly Tour 2007-08 bus wrap project. Furthermore, Licensee need not provide Licensor with any explanation regarding its decisions regarding rejecting and/or approving the use of any or all of the uploaded images. Licensee retains the right, at its sole discretion, to remove any images from the bus at any time. In addition, for the sake of clarity, Licensee retains the right to remove any image(s) or portions thereof at any time, even if an image was initially approved for inclusion on the bus wrap.

6. Ownership and Copyright
By uploading any Image, Licensor represents that he or she owns the rights to said Image. By uploading Images, Licensor transfers to Licensee the rights, including copyrights if any, to said Images, such that Licensee will retain all ownership rights to the Images for perpetuity.

7. Indemnity
Licensor agrees to indemnify and hold Licensee and its sub-licensees, affiliates and subsidiaries harmless against any and all claims arising out of or in connection with any breach of this Agreement, the use of the uploaded and licensed image(s), claims of copyright/trademark infringement, claims of defamation, etc. or with regard to Licensee's use or non-use of any uploaded Images.

8. Warranty
Licensor warrants that no uploaded Images contain any computer viruses or other material harmful to Licensee's computer hardware or software. Licensor agrees to reimburse Licensee for any damage occurring to Licensee's computer hardware or software as a result of a breach of this provision.

9. Severability
If one or more of the provisions contained in this Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be reformed only to the extent necessary to make it enforceable.

10. Choice of Law
This Agreement will be governed in all respects by the laws of the State of New York, without regard to principles of conflict of laws. Licensee agrees that the federal court sitting in New York County, in the State of New York, is the agreed to and appropriate forum for any and all lawsuits, if any, arising out of or in connection with this Agreement or the indemnifications contained herein, and Licensor hereby consents to service of process by registered mail or overnight courier with proof of delivery at the address provided by Licensor upon uploading the image(s). Any legal action with respect to this License Agreement must be commenced within one (1) year after the cause of action has arisen.

11. Waiver
No action of Licensee, other than express written waiver, may be construed as a waiver of any provision of this Agreement.

12. Integration
This contract incorporates the entire understanding of the parties concerning the subject matter contained herein, and no terms or conditions may be added or deleted unless made in writing and signed by a representative of Licensee.



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