Content License Agreement

This Content License Agreement (“License Agreement”) is a binding supplement to the RaffleTracker Partner Terms of Service (“Agreement”) and governs the use, display, and distribution of all content submitted by the Partner to the RaffleTracker platform (“Platform”).

By submitting any content to RaffleTracker through the Partner Application, Partner Portal, or any other submission mechanism, the Partner grants the licenses and makes the representations described herein.

• “Partner Content” means All materials submitted by the Partner to RaffleTracker, including but not limited to: brand name, trade names, logos, trademarks, service marks, photographs, images, graphics, illustrations, videos, written descriptions, prize details, promotional copy, URLs, and any other creative or informational materials.
• “Brand Assets” means The Partner’s logos, trademarks, service marks, trade dress, brand colors, and other distinctive brand identifiers submitted to or used on the Platform.
• “Listing Content” means All text, images, videos, and other materials associated with a specific Giveaway Listing, including but not limited to the giveaway title, prize descriptions, prize images, entry details, official rules, and promotional materials.
• “Marketing Materials” means Any content created by RaffleTracker for the purpose of promoting the Platform, which may incorporate or reference Partner Content, including but not limited to social media posts, email newsletters, blog posts, press releases, and advertising materials.
• “Partner Giveaway” means Any sweepstakes, contest, raffle, giveaway, or promotional offering operated by a Partner and listed on the Platform. Partner Giveaways are operated solely by the Partner and are not administered, managed, or conducted by RaffleTracker.
• “Platform Display” means The presentation of Partner Content within the RaffleTracker mobile application, website, and any associated web properties, including but not limited to listing feeds, search results, partner profiles, and detail views.

The Partner hereby grants to RaffleTracker a non-exclusive, worldwide, royalty-free, sublicensable license, transferable solely in connection with an acquisition, merger, sale of all or substantially all of the Company’s assets, or assignment of Platform operations, to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly display, and publicly perform all Partner Content in connection with the operation, promotion, and improvement of the Platform. Any modifications or derivative works created under this license are limited to formatting, presentation, promotional display, thumbnails, previews, and other technical uses necessary for Platform operation, and shall not materially alter the Partner’s brand identity or misrepresent the Partner’s Giveaway. Such derivative uses may include thumbnails, previews, formatting adjustments, metadata tagging, indexing for search functionality, categorization within Platform taxonomies, machine-learning or algorithmic ranking systems used to improve Platform discovery features, and other technical processing necessary for Platform functionality.

This license specifically authorizes RaffleTracker to:

• Display Partner Content within the Platform, including in listing feeds, search results, partner profile pages, detail modals, and any other user-facing views;
• Resize, crop, reformat, compress, or otherwise modify Partner Content for optimal display across different devices, screen sizes, and Platform interfaces;
• Include Partner Content in Platform marketing and promotional materials, including but not limited to social media posts, email newsletters, blog articles, press releases, app store listings, and advertising campaigns;
• Cache, store, and process Partner Content on servers and content delivery networks as necessary for Platform operation and performance;
• Display Partner Content in aggregated or curated collections alongside content from other Partners;
• Use Brand Assets to identify the Partner in connection with their Giveaway Listings on the Platform;
• Create thumbnails, previews, and other derivative representations of Partner Content for Platform navigation and discovery features;
• Include Partner Content in analytical, statistical, or demonstrative materials used to report on or promote the Platform, provided such use does not disclose confidential business information.

The license granted herein does not authorize RaffleTracker to:

• Sell or sublicense Partner Content as a standalone product or service unrelated to the Platform;
• Use Brand Assets in a manner that implies the Partner endorses RaffleTracker or any third-party product or service, unless the Partner has provided separate written consent;
• Use Partner Brand Assets in a manner that falsely implies endorsement, partnership, sponsorship, or affiliation beyond the Partner’s participation on the Platform;
• Materially alter the meaning, message, or substance of Partner Content in a way that misrepresents the Partner’s Giveaway or brand;
• Use Partner Content in connection with any illegal, defamatory, or objectionable material.

RaffleTracker may display Partner Content in promoted listings, featured placements, sponsored sections, or other paid promotional placements within the Platform. The Partner acknowledges that such promotional placements are a core feature of the Platform and consents to the use of their Partner Content, including Brand Assets, in connection with promoted or featured display positions.

Promotional placement reflects paid visibility or editorial placement and does not constitute endorsement, verification, or approval of any Partner or Giveaway by RaffleTracker.

RaffleTracker may, in its sole discretion, label paid or promoted placements with designations such as “Sponsored,” “Promoted,” “Featured,” “Paid Placement,” or similar disclosures as required by applicable advertising law, including Federal Trade Commission (FTC) endorsement and advertising guidelines. The Partner consents to such labeling and shall not request, require, or attempt to cause RaffleTracker to conceal, obscure, or omit the paid or sponsored nature of any promotional placement.

RaffleTracker may display screenshots, screen recordings, or demonstrations of the Platform that include Partner Content for product demonstrations, investor presentations, pitch decks, press coverage, conference presentations, case studies, or educational purposes. Such use shall be limited to depicting the Platform’s functionality and shall not imply the Partner’s endorsement of RaffleTracker unless separately agreed in writing.

RaffleTracker retains sole discretion over the ranking, placement, organization, ordering, and visibility of Partner Content within the Platform, including but not limited to the use of algorithmic sorting, editorial curation, promotional placements, and category assignments. The Partner acknowledges that display position is determined by RaffleTracker and may be influenced by factors including but not limited to relevance, user engagement, promotional status, recency, and Platform editorial decisions.

RaffleTracker may process, transmit, cache, and store Partner Content through third-party infrastructure providers, cloud services, content delivery networks, and other technology platforms used to operate the Platform, including but not limited to hosting services (such as Netlify, Supabase, or comparable providers), content delivery networks (such as Cloudflare or comparable services), and cloud storage providers. The Partner consents to such processing as necessary for Platform operation and acknowledges that Partner Content may be stored in multiple geographic locations as part of standard cloud infrastructure.

The Partner acknowledges and agrees that RaffleTracker may make formatting adjustments to Partner Content to ensure visual consistency across the Platform. Such adjustments may include but are not limited to: resizing images and logos, adjusting aspect ratios, cropping for display optimization, compressing file sizes, adjusting text formatting, and standardizing layout presentation.

RaffleTracker may make minor editorial modifications to Listing Content for clarity, grammar, spelling, or formatting consistency. RaffleTracker shall not materially alter prize descriptions, prize values, eligibility requirements, entry methods, or official rules without the Partner’s prior approval. Material changes to other aspects of Listing Content substance or meaning will be communicated to the Partner when practicable. The Partner retains the right to request corrections to any editorial modification.

RaffleTracker reserves the right to remove, hide, or decline to display any Partner Content at any time, for any reason, at its sole discretion, including but not limited to content that RaffleTracker determines violates the Partner Terms of Service, this License Agreement, applicable law, Platform content standards, or Platform policies as may be published or updated from time to time.

By submitting Partner Content to the Platform, the Partner represents and warrants that:

• The Partner is the owner of, or has obtained all necessary rights, licenses, consents, and permissions to submit and authorize the use of, all Partner Content as described in this License Agreement;
• No Partner Content infringes, misappropriates, or violates the intellectual property rights, privacy rights, publicity rights, or any other rights of any third party;
• All Partner Content is truthful, accurate, and not misleading;
• The Partner has obtained all necessary model releases, photographer releases, and any other third-party consents required to grant the licenses described herein;
• No Partner Content contains any material that is unlawful, defamatory, obscene, threatening, harassing, or otherwise objectionable;
• The Partner has the legal authority to grant the licenses described in this License Agreement, and such grant does not conflict with any other agreement or obligation of the Partner;
• All Brand Assets submitted to the Platform are validly owned or licensed by the Partner, and the Partner has the authority to authorize their display on the Platform;
• Each Giveaway associated with Partner Content complies with all applicable federal, state, and local laws and regulations in every jurisdiction where the Giveaway is offered or displayed, including but not limited to sweepstakes, contest, and promotional marketing laws;
• No Giveaway associated with Partner Content constitutes an unlawful lottery, unlawful raffle, or deceptive trade practice under applicable law, and does not require unlawful consideration to enter where a free method of entry is legally required;
• Each Giveaway associated with Partner Content includes all legally required disclosures, official rules, eligibility requirements, and no-purchase-necessary language where applicable;
• Each Giveaway is lawfully offered in each jurisdiction where it is displayed, promoted, or targeted, and the Partner has obtained any required state registrations, bonds, or filings.

The Partner retains all ownership rights in and to their Partner Content. Nothing in this License Agreement transfers ownership of any intellectual property from the Partner to RaffleTracker. The license granted herein is a license of use only.

RaffleTracker retains all ownership rights in and to the Platform, including its design, layout, user interface, features, functionality, code, trademarks, and any original content created by RaffleTracker. Any derivative works created by RaffleTracker using Partner Content (such as promotional graphics, marketing materials, or curated display layouts incorporating Partner logos or images) shall be owned by RaffleTracker, excluding the underlying Partner Content and Brand Assets, which remain owned by the Partner. For the avoidance of doubt, RaffleTracker’s ownership of derivative works does not grant RaffleTracker any ownership interest in the Partner’s underlying intellectual property.

The Partner acknowledges that Platform users may interact with Partner Content through features such as favorites, follows, and sharing. The Partner grants RaffleTracker the right to facilitate these user interactions as part of normal Platform operation.

RaffleTracker may use Partner Content, Giveaway Listing data, and associated engagement metrics in aggregated, anonymized analytics and reporting related to Platform usage, promotional performance, category trends, industry insights, performance benchmarking, and industry trend reporting. Such use may include, but is not limited to, publishing aggregated statistics (e.g., “Top 10 giveaway categories,” “Most popular prize types”), creating internal performance reports, preparing investor materials, and sharing anonymized data with prospective partners or investors. RaffleTracker shall not disclose individual Partner confidential business information in such analytics without the Partner’s prior written consent.

The license granted under this License Agreement is effective from the date the Partner first submits Partner Content to the Platform and continues for the duration of the Partner’s account.

Upon termination of the Partner’s account (whether by the Partner or by RaffleTracker), RaffleTracker will remove Partner Content from active display on the Platform within a commercially reasonable timeframe, not to exceed thirty (30) days. During this wind-down period, Partner Content may remain visible on the Platform.

Notwithstanding termination, RaffleTracker retains the right to use Partner Content in the following limited circumstances after account termination:

• In archived or historical records maintained for legal compliance and dispute resolution purposes;
• In previously published Marketing Materials (e.g., a blog post or press release published during the term of the account that references the Partner);
• In aggregated, anonymized, or statistical data that does not individually identify the Partner or their brand;
• As necessary to fulfill any legal obligation or respond to legal process.

Following account termination, the Partner may request complete deletion of their Partner Content from RaffleTracker’s systems by submitting a written request to legal@raffletracker.app. RaffleTracker will process such requests within thirty (30) days, subject to the surviving uses described in Section 7.3, the backup retention described in Section 7.5, and any applicable legal retention requirements.

RaffleTracker may store copies of Partner Content in backup systems, archival storage, content delivery network caches, and disaster recovery systems for operational continuity, legal compliance, and data integrity purposes. The Partner acknowledges that such copies may persist in backup and archival systems for a reasonable period following content removal or account termination, and that complete purging from all backup systems may take up to ninety (90) days following a deletion request. Retention of Partner Content in backup and archival systems does not constitute continued publication or active use of the content.

In addition to the general indemnification obligations set forth in the Partner Terms of Service, the Partner specifically agrees to indemnify, defend, and hold harmless RaffleTracker from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

• Any claim that Partner Content infringes, misappropriates, or violates the intellectual property rights, privacy rights, publicity rights, or any other rights of any third party;
• Any claim arising from the Partner’s failure to obtain necessary rights, licenses, releases, or consents prior to submitting Partner Content;
• Any claim that Partner Content contains false, misleading, defamatory, or unlawful material;
• Any breach of the representations and warranties set forth in Section 5 of this License Agreement.

RaffleTracker respects intellectual property rights and will respond to valid notices of alleged copyright infringement in accordance with the Digital Millennium Copyright Act (DMCA) (17 U.S.C. §512). If RaffleTracker receives a valid DMCA takedown notice regarding Partner Content, RaffleTracker will:

• Remove or disable access to the allegedly infringing content;
• Notify the Partner of the takedown;
• Provide the Partner with information regarding the DMCA counter-notification process;
• Restore the content if a valid counter-notification is received and the complainant does not file a court action within the statutory period.

Intellectual property complaints, including DMCA notices, should be directed to: legal@raffletracker.app.

RaffleTracker will designate a DMCA agent with the United States Copyright Office in accordance with 17 U.S.C. §512(c)(2) and will publish the agent’s contact information on the Platform prior to or upon launch.

The Partner acknowledges and agrees that RaffleTracker’s display of Partner Content on the Platform does not constitute sponsorship, administration, operation, management, or endorsement of any Giveaway or promotional activity conducted by the Partner. RaffleTracker’s role is limited to displaying information about Promotions for discovery purposes.

RaffleTracker does not sell entries, accept payments, process transactions, collect consideration for entry, validate entries, select winners, fulfill prizes, draft official rules, or administer any aspect of any Giveaway. RaffleTracker is not the merchant of record for any transaction and does not operate any purchase flow, checkout process, or payment system tied to Giveaway entry or prize eligibility. All participation in any Giveaway occurs solely through the Partner’s own website, entry forms, and systems. The Partner is solely responsible for any checkout, submission form, entry flow, age or eligibility gating, rule disclosures, prize fulfillment, tax reporting, and regulatory compliance related to their Giveaway.

Notwithstanding Section 10.2, nothing in this Agreement shall restrict RaffleTracker from operating its own promotional programs, engagement incentives, or user rewards in connection with the Platform. Such programs may include, but are not limited to:

• Distributing promotional codes, referral codes, or discount codes to Platform users for RaffleTracker-branded merchandise, products, or services;
• Operating Platform loyalty programs, user reward systems, or gamified engagement features that incentivize user activity on the Platform;
• Distributing or selling RaffleTracker-branded merchandise directly to users through RaffleTracker-operated or third-party e-commerce channels.

Platform Promotional Programs operated by RaffleTracker are separate from and independent of any Partner Giveaway. RaffleTracker shall not use Platform Promotional Programs to influence, modify, or participate in the entry mechanics, winner selection, or administration of any Partner Giveaway. Any future program involving coordination with Partner Giveaway entry mechanics (such as entry multipliers or bonus entries) shall be governed by a separate co-promotion addendum executed by both RaffleTracker and the Partner, and shall not be authorized under this Agreement.

RaffleTracker is not responsible for the structure, administration, legality, entry process, prize fulfillment, or official rules of any Partner promotion. The Partner bears sole and exclusive responsibility for those matters. In the event that a Partner’s Giveaway is determined by any regulatory body, court, or governmental authority to be unlawful, improperly structured, or otherwise non-compliant with applicable law — including but not limited to determinations that a promotion constitutes an unlicensed lottery, an illegal raffle, or a deceptive trade practice — the Partner shall bear sole and exclusive responsibility for such determination and all consequences arising therefrom. RaffleTracker may remove Partner Content promptly upon notice or reasonable suspicion of illegality.

The Partner agrees to immediately notify RaffleTracker at legal@raffletracker.app if the Partner becomes aware of any regulatory inquiry, investigation, enforcement action, cease-and-desist notice, or legal proceeding related to any Giveaway listed on the Platform. The Partner shall cooperate fully with RaffleTracker in responding to any such inquiry and shall indemnify RaffleTracker in accordance with the indemnification provisions of the Partner Terms of Service and the Giveaway Compliance Acknowledgment.

RaffleTracker reserves the right, at any time and at its sole discretion, to request documentation from the Partner verifying the legality and compliance of any Giveaway associated with Partner Content displayed on the Platform. Such documentation may include but is not limited to: official rules, proof of prize value or ownership, eligibility restrictions, no-purchase-required entry mechanisms where legally required, proof of rights to photographs and videos, state registration or bonding documentation, and evidence of compliance with applicable advertising and consumer protection laws. The Partner shall provide requested documentation within fourteen (14) days. Failure to provide requested documentation may result in immediate removal of the Partner’s content and suspension of the Partner’s account.

If a Partner repeatedly submits Partner Content associated with Giveaways that are infringing, misleading, unlawful, or in violation of this Agreement, the Partner Terms of Service, or Platform policies, RaffleTracker reserves the right to immediately and permanently suspend or terminate the Partner’s account without further notice or cure period. A pattern of violations — including but not limited to multiple DMCA complaints, regulatory inquiries, user fraud reports, or failure to provide requested compliance documentation — may constitute grounds for permanent removal from the Platform.

This License Agreement is incorporated into and forms a part of the RaffleTracker Partner Terms of Service. In the event of any conflict between this License Agreement and the Partner Terms of Service regarding the use, display, licensing, or distribution of Partner Content, the provision that provides greater protection for RaffleTracker’s rights to display and use Partner Content in connection with Platform operation shall control. For all other matters, the Partner Terms of Service shall govern. All defined terms used but not defined herein shall have the meanings ascribed to them in the Partner Terms of Service.