January 9, 2014
Trackdown Productions, Inc.
10202 West Washington Blvd
Culver City, CA 90232
Re: Use of Visa Intellectual Property
This letter sets out the conditions under which Visa International Service Association (“Visa”) grantsTrackdown Productions, Inc(the “Requestor”) permission to use certain Visa-owned intellectual property (collectively, the “Visa IP”).
The Visa IP consists of the VISA trademarks, including the VISA word mark and the VISA Brand Design Mark (see Exhibit A).
The Visa IP is to be used in a TV talk show, “The Queen Latifah Show”. Specifically, a Visa – branded gift card giveaway of 50 cards for $500 each(the “Proposed Use”). Please see Exhibit B for further detail on the Proposed Use.
This grant is conditioned upon Requestor’s agreement to the following:
(i)Requestor acknowledges and agrees that the Visa IP will never be displayed as a standalone trademark and that the Visa IP will only be featured as part of the Green Dot Visa Gift Card identified in Exhibit B;
(ii)The Visa IPshall not be used in any way that could reflect adversely upon Visa or its business;
(iii)Requestor agrees to defend, indemnify, and hold Visa harmless from any claims, losses, damages, liabilities and expenses, includingreasonable outsideattorney fees and costs, arising out of any claims which arise as a result of the Proposed Use; and
(iv)Requestor shall include the following notice with the Proposed Use:
The VISA trademarks are being used with permission. The VISA trademarks are registered trademarks of Visa International Service Association. Permission to use does not constitute endorsement ofproducts or services. Any other use is expressly prohibited.
In the event of any unauthorized use of the Visa IP, Visa reserves the right to revoke this consent at any time. Upon written or oral notice of such revocation, Requestor agrees to immediately comply with Visa’s request.
Please sign in the space below and return this letter to .
Thank you.
Kind regards,
Visa Legal Department
cc: Green Dot Bank, Sharon Pope,
ACKNOWLEDGED AND AGREED
Trackdown Productions, Inc
______
Name:
Title:
Date:
EXHIBIT A
EXHIBIT B
Placement opportunity for Green Dot gift card product to be on “The Queen Latifah Show.”
Segment to air (February 24, 2014).
The “The Queen Latifah Show” is a syndicated TV show.
An estimated1.4 million people will see the show.
Product Placement Opportunity (description):
25 members in the audience will have donated their car to charity. This special segment of the show recognizes those studio audience members, and will reward each of them with two $500 gift cards each.
Queen Latifah will announce at the end of the segment that the studio audience members who generously donated their car to charity will receive a $1,000 worth of Visa Gift Cards. She will also mention that the gift cards are available at Walmart and can be used anywhere Visa debit is accepted.
Proposed script:
QL: Thank you to all those who donated their car to Susan and Wheels of Success. Our friends with the Walmart Visa® Gift Card were so moved by your generosity, they are sending each one of you home with $1,000 in Walmart Visa® Gift Cards. These gift cards are sold exclusively at Walmart but you can use it for purchases anywhere Visa Debit cards are accepted.The card cannot be used outside of the US including Internet, Mail or telephone orders.
Queen Latifah will thank Walmart Visa®Gift Card for making this special moment happen. An image of the Gift Card or Brand logo will be displayed in studio.
Page 1 of 4