League of Legends®

Fan Art

License Agreement

Last Modified: December 4, 2014

In consideration for benefits provided to me, which potentially include the publicity, publication, or display of certain artwork created by me, (the "Licensor,"whose name is set forth below), I hereby agree to the following terms and conditions of this License Agreement (this "Agreement"), entered into by and between me and Riot Games, Inc. , a Delaware corporation with principal offices located at 2450 Broadway, Santa Monica, California 90404 (together with its licensees and affiliates, as applicable, "Riot Games").

1) Initial Matters

a. Acknowledgement. I understand and acknowledge that League of Legends® is a free-to-play, session-based, multiplayer online battle-arena computer game (the "Game") developed and published by Riot Games, and that Riot Games desires to feature art submissions by certain users and/or fans of the Game, including myself as Licensor, in various social media outlets, including but not limited to  League of Legends YouTube shows (including the featuring of such art submissions on shows such as “All Chat” and other outlets, the "Media Features").

b. Artwork. I understand that the scopeof this Agreement, as it pertain S to me as Licensor, is applicable (and limited to) to the subject images submitted by me on the League of Legends Fan Art Submission form (the "Artwork").

c. Consideration. I acknowledge and understands there shall be no payment, consideration, royalties, or other compensation of any sort due or payable to me from Riot Games, its agents, affiliates, or assigns for use of said Artwork or the content therein, except as may be explicitly specified in this Agreement.

2) License Grant

a. License. I hereby grant to Riot Games and its agents, affiliates, successors, and assigns a perpetual, irrevocable, universal, non-exclusive, fully-paid and royalty-free, sub-licensable, and transferable license to exhibit, use, distribute, and commercially exploit the Artwork or any portion, derivative, or modification thereof in any manner and for any purposes, including, but not limited to: (i) publishing or display in connection with League of Legends YouTube shows including “All Chat,” Media Features, and associated social media websites; (ii) display on Riot Games-sponsored and unrelated websites; (iii) display in physical exhibitions; (iv) incorporation into Riot Games products; and (v) any other ancillary display or publicity in connection therewith, such as posting, commercial sales, reproduction, advertising, promotion, transmission, and broadcast. In addition, the foregoing license shall also extend to the use of my name, "Summoner" name, likeness, image, voice, appearance, performance, and other personal information as rendered in the Artwork and/or in connection with Riot Games' promotion or exploitation thereof. Riot Games shall have the right to edit the Artwork in any manner and for any purpose, and to use any ideas, concepts, knowledge, or techniques contained in the Artwork for any purpose. Notwithstanding the foregoing, for the avoidance of doubt, Riot Games shall have no obligation to exploit any license granted with respect to the Artwork in this Agreement.

b. Confidentiality and Proprietary Nature; Moral Rights. For the avoidance of doubt, my Artwork is, and shall be treated as, non-confidential and non-proprietary. I hereby waive any and all moral rights to the Artwork.

c. Reservation of Rights by Licensor. Subject to the scope of the license set forth in Section 2(a) above, I shall retain all ownership interest and applicable intellectual property rights in and to the Artwork.

d. Riot Games Content. Nothing in this Agreement shall be construed to grant me any right or ownership with respect to any content or intellectual property owned or licensed to Riot Games.

3) Representations and Warranties of Licensor

a. Intellectual Property. I hereby represent and warrant that I own the Artwork (and the content therein, except for content owned by Riot Games), or that I otherwise have the right to grant use thereof to Riot Games as set forth in this Agreement, and that the publication and display of the Artwork in any form does not violate the privacy rights, publicity rights, copyright, trademark rights, contract rights, publishing rights, or any other rights of any other person or entity.

b. Age of Consent. I hereby represent and warrant that I am of legal age to form a binding contract with Riot Games; or, if I am not of legal age, I have obtained and submit as an attachment herewith a signed, written statement of such parental or legal guardian, acknowledging agreement to this Agreement on behalf of such parent/guardian and myself.

4) Further Actions by Licensor

a. Perfection of Rights. I agree to take, at Riot Games' expense, any further action (including, without limitation, execution of affidavits and other documents) reasonably requested by Riot Games to effect, perfect or confirm Riot Games' rights as set forth in Section 2. In the event that the rights in and to the Artwork cannot be licensed to the extent required by this paragraph pursuant to the local law in which the Licensor resides, the foregoing licensing of rights shall be modified to the extent necessary to comply with such local law while giving Riot Games the maximum rights possible to use and exploit the Artwork.

b. Release for Third Party Infringement. I hereby indemnify, discharge, release, and hold harmless Riot Games, together with its parents, agents, affiliates, successors, and assigns and their respective directors, members, shareholders, officers, employees, agents, and representatives (all of the foregoing, collectively, the "Released Parties"), from any action and/or liability, in any form or manner, arising from any infringement of any third party's rights in connection with the Artwork or from the breach on my part of the representation and warranty set forth in Section 3.

c. Release for Other Causes. I hereby discharge, release, and hold harmless the Released Parties from any action and/or liability, in any form or manner (with the exception of liability for willful conduct and gross negligence and with the exception of liability for willful conduct and negligence in the event of personal injury) arising in connection with Riot Games' use or display of my Artwork, or disclosure of my name or other personal information in connection therewith, including action and/or liability for personal injuries, death, damage to, or destruction of property, rights of publicity or privacy, defamation or portrayal in a false light, whether intentional or unintentional, whether under a theory of contract, tort (including negligence), warranty, or other theory, to the extent permitted by law.

5) Independent Contractors; Third Party Agreements

Nothing contained in this Agreement shall be deemed to constitute a partnership between or a joint venture by me and Riot Games, or cause either party to be deemed the employee or agent of the other. This Agreement is not entered into for the benefit of any third party and shall not be deemed to give any right or remedy to any such party regardless of whether it is referred to herein.

6) Other Agreements

Nothing contained in this Agreement shall be deemed to amend, override, or invalidate any other agreement (e.g., the Game Terms of Use or End User License Agreement, etc.) or terms and conditions (e.g., artwork contest terms and conditions, etc.) you have previously agreed to, or are concurrently agreeing to, with Riot Games. To the extent any terms of this Agreement shall contravene any such pre-existing or concurrent agreements, the terms of this Agreement shall govern (but only to the extent necessary of remedying such conflict).

7) Miscellaneous

a. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of California, exclusive of its provisions on conflicts of laws, and with the laws of the United States of America applicable therein. The parties expressly understand and agree that any dispute arising under this Agreement will be brought only in the state or federal courts located in Los Angeles County, California, USA and the parties hereby consent to the exclusive personal jurisdiction and venue therein.

b. Severability. If any provision of this Agreement is or becomes or is deemed invalid, illegal or unenforceable in any jurisdiction, such provision shall be deemed amended to conform to the applicable laws of such jurisdiction so as to be valid and enforceable, or, if it cannot be so amended without materially altering the intention of the parties, it will be stricken, but the validity, legality and enforceability of such provision shall not in any way be affected or impaired thereby in any other jurisdiction and the remainder of this Agreement shall remain in full force and effect.

c. Waiver. Waiver by either of the parties of any breach of any provision of this Agreement shall not operate or be construed as a waiver of any prior or subsequent breach of the same or any other provision hereof.

d. Merger. This Agreement contain S the entire agreement of the parties with respect to the subject matter hereto and all prior agreements and negotiations are merged herein.

e. Headings. Any headings contained herein are for convenience only and shall not affect the construction hereof.

f. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, and all such counterparts shall constitute one instrument.