These Terms of Submission («Terms») govern the submittor’s («Licensor» OR “You”) irrevocable grant to HD Media Solutions Corp., its successors, affiliates, licensees and assigns (collectively, the “Company”) of the Licensed Rights (defined below) with respect to all or any part of the audiovisual work(s) hereby submitted by Licensor to the Company, including without limitation all intellectual property, images, identifiable characters and/or individuals, music, sounds, signage, statements, or other trademarks and logos, and all other rights depicted or contained therein (the “Content”).
ALL SUBMISSIONS BECOME THE SOLE PROPERTY OF THE COMPANY. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSION(S) OF THE CONTENT CONSTITUTES YOUR AGREEMENT AND INTENT TO BE LEGALLY BOUND BY THE TERMS HEREIN.
BY SUBMITTING THE CONTENT, YOU ACKNOWLEDGE THAT YOUR CONTENT MAY BE POSTED ON THE COMPANY’S WEBSITES, SOCIAL MEDIA PLATFORMS AND OTHER INTERNET CHANNELS, USED IN THE COMPANY’S PROGRAMMING, LICENSED/ASSIGNED TO OTHERS, OR USED AS OTHERWISE PROVIDED BY THE COMPANY, IN THE COMPANY’S SOLE DISCRETION. YOU FURTHER AGREE THAT THE OPPORTUNITY FOR THE CONTENT TO RECEIVE PUBLICITY IS THE SOLE AND SUFFICIENT CONSIDERATION DUE TO YOU AND THAT THE EXCLUSIVE LICENSE GRANTED BY YOU HEREIN SHALL BE AND REMAIN VALID AND IRREVOCABLE.
1.1 Grant of Rights.Subject to these Terms, Licensor hereby grants to the Company an exclusive, fully transferable and worldwide right and license to use, change, alter, edit, modify, add to, subtract from, and rearrange the Content and to exhibit, reproduce, publicly display, publish, distribute, transmit, broadcast, license others to reproduce and distribute, advertise, and promote through all media now known or hereinafter developed for any purpose whatsoever as the Company in its sole discretion may determine.
1.2 Waiver of Moral Rights. Licensor irrevocably waives, to the extent permitted by applicable law, all rights of paternity, integrity, attribution, disclosure, withdrawal, and any other rights that may be known as «moral rights» («Moral Rights») with respect to the use of the Content pursuant to these Terms. To the extent this waiver is not permitted by applicable law, Licensor hereby agrees not to enforce such Moral Rights against the Company and its permitted successors, licensees, and assigns.
1.3 Sublicensing. Licensor further grants the Company the right to grant sublicenses of the rights granted under Section 1.1 in its sole and exclusive discretion, including with respect to (a) the identity of any sublicensee, (b) the applicable
licensee fees or royalty rates, if any, and (c) other terms and conditions of the sublicense
1.4 Permissions. Licensor represents that he/she has obtained from all persons and entities who are, or whose trademark or other property is, identified, depicted, or otherwise referred to in the Content, such written and signed licenses, permissions, waivers, and consents, including those relating to publicity, privacy, and any intellectual property rights, as are or reasonably may be expected to be necessary for the Company to exercise its rights in the Content as permitted under these Terms, without incurring any payment or other obligation to, or otherwise violating any right of, any such person or entity.
- Licensor’s Representations and Warranties.Licensor represents and warrants that:
- Licensor has the sole, exclusive and unencumbered ownership of all rights of every kind and character throughout the universe in and to the Content. Licensor has the absolute right to grant to the Company all rights, licenses and privileges granted to or vested in the Company under these Terms. Licensor has not authorized and will not authorize any other party to exercise any right or take any action that impairs the rights herein granted to the Company.
- Licensor has not granted any licenses, liens, security interests, or other encumbrances in, to, or under the Content;
(c) To Licensor’s knowledge, the exercise by the Company of the rights and license granted under these Terms will not infringe or otherwise conflict with the copyright, patent, trademark, trade secret, or other intellectual property rights of any other person or entity;
- To Licensor’s knowledge, there is no settled, pending, or threatened litigation, opposition, or other claim or proceeding challenging the validity, enforceability, ownership, registration, or use of the Content in connection with Licensee’s uses permitted hereunder;
- The Content in its entirety complies with applicable federal, state, provincial, local and international laws and regulations.
- The Content does not contain any material that is defamatory, libelous, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable;
- The Content does not promote violence or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
- The Content does not depict or portray incest, rape or nonconsensual sex, extreme violence, torture, nonconsensual pain, blood, cutting, erotic asphyxiation, torture, necrophilia,
sado-masochistic abuse or bondage, genital mutilation, bestiality, urination, defecation, enema play, vomiting, or menstrual bleeding;
- The Content does not constitute child pornography or involve depictions of nudity or sexuality by an age-inappropriate-looking performer regardless of their actual age, including any individual who is portrayed or otherwise made to appear as a person under 18-years old;
- The Content does not constitute involuntary or revenge pornography (that is photographs, videos, or digital images of a person in a state of nudity or engaged in any act of sexual conduct, taken or posted without that person’s permission);
- The Content is not taken from adult magazines, professional porn movies, or pay sites (not even their free samples);
- The Content does not contain viruses, worms, or Trojan horses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications;
- The Content does not promote any illegal activity, or advocate, promote, or assist any unlawful act;
- The Content does not cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person;
- Licensor is not impersonating any person, or misrepresenting your identity or affiliation with any person or organization;
- Federal Record Keeping Requirements. Licensor affirmatively represents and states that, to the extent applicable, Licensor is familiar with applicable federal requirements related to the Content and maintains written documentation sufficient to confirm that any individuals depicted in the Content are in fact 18-years old or older as required by 18 U.S.C. § 2257-2257A and the regulations codified at 28 C.F.R., Part 75.
- Indemnification. You agree that you shall indemnify, defend, and hold harmless the Company from and against all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, fees, costs, or expenses of whatever kind, civil or criminal, including attorneys’ fees, the cost of enforcing any right to indemnification hereunder, and the cost of pursuing any insurance providers arising out of or in
connection with any third-party claim, suit, action, or proceeding relating to any actual or alleged: (a) breach by Licensor of any representation, warranty, covenant, or obligation under these Terms, (b) infringement or other violation of any intellectual property or other personal or proprietary rights of any person or entity resulting from the use of the Content by the Company or (c) of Licensor’s failure to fulfill any other obligation under these Terms.
- Assignment. The Company may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under these Terms without Licensor’s consent. These terms are binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.
- Choice of Law. These Terms and all matters arising out of these Terms, including tort and statutory claims, are governed by the laws of TEXAS without giving effect to any conflict of laws provisions thereof. Both parties agree and irrevocably submit to personal jurisdiction by and venue in AUSTIN, TEXAS. YOU AGREE THAT ANY DISPUTES BETWEEN YOU
AND COMPANY ARISING FROM THESE TERMS INCLUDING DISPUTES ARISING FROM OR CONCERNING THEIR INTERPRETATION, VIOLATION, INVALIDITY, NON-PERFORMANCE, OR TERMINATION, WILL BE RESOLVED BY FINAL AND BINDING INDIVIDUAL ARBITRATION UNDER THE RULES OF ARBITRATION OF THE AMERICAN ARBITRATION ASSOCIATION APPLYING TEXAS LAW, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. ARBITRATION TAKES PLACE IN TEXAS,
EXCLUSIVELY. THE OBLIGATION TO ARBITRATE IS NOT BINDING UPON THE COMPANY WITH RESPECT TO CLAIMS RELATING TO ITS REQUESTS FOR TEMPORARY RESTRAINING ORDERS, PRELIMINARY INJUNCTIONS OR OTHER PROCEDURES IN A COURT OF COMPETENT JURISDICTION TO OBTAIN INTERIM RELIEF WHEN DEEMED NECESSARY BY SUCH COURT TO PRESERVE THE STATUS QUO OR PREVENT IRREPARABLE INJURY PENDING RESOLUTION BY ARBITRATION OF THE ACTUAL DISPUTE BETWEEN THE PARTIES
- Relationship of the Parties.The relationship between the parties is that of independent Nothing contained in these Terms will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party has authority to contract for or bind the other party in any manner whatsoever.