USER CONTENT SUBMISSION AGREEMENT
Please read this User Content Submission Agreement (the “Submission Agreement”) carefully because it represents your legally binding agreement with Max Def Productions, Inc. (for purposes of this Submission Agreement, collectively with any of its parent companies, subsidiaries, and affiliates, “we”, “us”, “our”) regarding your submission (and our display and distribution) of content to www.mtvvideoswede.com (the “Site”) via certain technology, functionality and/or features we make available to you so you can upload and post such content for display via the Site (collectively, the “User Content Submission Features”). By submitting or attempting to submit any “User Content” (as defined below), or by using or attempting to use the User Content Submission Features, you confirm your acceptance of this Submission Agreement and all documents referred to in this Submission Agreement.
We have the right to change the terms and conditions of this Submission Agreement at any time, for example to reflect changes in the law, changes in the type of services or information we provide to you through this website or to correct errors in these terms. We will try to keep all such changes to a minimum. We recommend that you check these terms from time to time to see if they have changed. We will always state at the bottom of these terms the date on which they were last updated.
If you do not agree with all the terms and conditions of this Submission Agreement at any time, including, without limitation, those times when we make changes, do not use, do not attempt to use, and immediately discontinue your use of, the User Content Submission Features, because if you do any of these things you are agreeing to be bound by all of the terms and conditions of this Submission Agreement, including, without limitation, any changes we have made.
IMPORTANT NOTE: You acknowledge and agree that Viacom International Media Networks, a division of Viacom International Inc. (“VIMN”), as the owner of certain broadcast rights in and to the program “Video Swede”, is a third party beneficiary to this Submission Agreement, and you further acknowledge and agree that your obligations and covenants under this Submission Agreement are expressly intended to benefit VIMN.
- Submitting User Content.
You may submit User Content to us by following the instructions of the User Content Submission Features on the Site. The term “User Content” means any and all content, media and materials you submit to us using the User Content Submission Features, including, without limitation, still photographs, writings, spoken statements, music, audio, video, video recordings, audio-visual works and recordings, slides, portraits, animated and/or motion pictures, caricatures, likenesses, vocal or other sounds, sound recordings, voices, voice reproductions, computer graphics and visual effects, and all elements and accompanying elements thereof, regardless of the tangible medium, broadcast medium, format or form, now known or hereinafter developed or discovered, and regardless of where produced, on location, in a studio or elsewhere, alone or in conjunction with other work, characters, real or imaginary, in any part of the world.
When you submit User Content you may also be asked to provide some information about you and your submission. This may include, without limitation, such things as your name, a descriptive title, some information about the User Content, length, your location and/or similar information. By submitting User Content, you are also agreeing and you understand that the term “User Content” also includes, without limitation, and refers to all of the information you submit or we may receive that is related to your submission. Always keep a copy of anything you send because we are not responsible for lost, damaged, misdirected, unusable or unreadable User Content. Proof that you submitted User Content does not constitute proof that we received anything.
You should only provide material or messages in User Content that you are willing for other people to see. You should be careful not to disclose personal information (for example your full name, address or financial details) in any User Content you submit.
- Age and Other Eligibility Requirements.
- User Content Standards; Unauthorized Content.
You are solely responsible and liable for your communications and User Content submissions (and the consequences) made under your name, user name, email address, and your registration and profile information, if any.
If we determine, in our sole discretion, that you have not met the eligibility requirements (see Section 2 above) or if, in our judgment, you or any User Content you submit violates this Submission Agreement, we reserve the right, at any time, without notice and without limiting any and all other rights we may have under this Submission Agreement, at law or in equity, to (a) refuse to allow you to submit further User Content, (b) remove and delete your User Content (c) revoke your registration and right to use the User Content Submission Features and (d) use any technological, legal, operational or other means available to enforce the terms of this Submission Agreement, including, without limitation, blocking specific IP addresses or deactivating your Site registration, access using your e-mail address, your user name and password.
You agree you will not submit or attempt to submit or include in any User Content:
- Any content not created by you or any content which infringes on any third party rights (including copyright and any other intellectual property rights);
- Third party content, any other party’s copyrighted material, or any trademarks, brand names or logos of a third party;
- Any content which features a person who (i) was under the age of 18 or had not reached the age of majority in their country of residence at the time the User Content was created or (ii) has not granted you explicit written permission to be included in the User Content and for the User Content’s submission via the User Content Submission Features;
- Obscenity, or any crude, vulgar or offensive depictions, images, language and/or symbols;
- Gang signs or symbols;
- Explicit sexual activity;
- Team uniforms;
- Illegal drug or alcohol use;
- Commercial products (e.g., clothing, toys, food) and/or their trademarks, brands, logos or endorsements;
- License plates, phone numbers, or personal addresses – physical or email or otherwise;
- Website or web page links;
- Derogatory characterizations of any ethnic, racial, sexual, gender-identity, or religious groups, the humiliation other people (publicly or otherwise), or any assault or threatening of others;
- Illegal (e.g., defamatory, discriminatory, harassing, the trespass or the violation of other people’s rights or property, etc.) or inappropriate activity, behavior or conduct (e.g., inflicting emotional distress)
- Conduct or activities in violation of this Submission Agreement; or
- Any other content, display, materials and/or images that is or could be considered inappropriate, unsuitable or offensive, as determined by us in our sole discretion, each of which is “Unauthorized Content”.
You must own the rights to the User Content you submit and the right to grant all of the authorizations, permissions, approvals, consents, rights and licenses as described in this Submission Agreement. If you do not exclusively own all of these rights, you must have all necessary authorizations, permissions, approvals, consents, rights and licenses from the owner(s) to enter into this Submission Agreement and perform and comply with all of its obligations.
- Review / Copyright Infringement
We reserve the right (but are not obliged to) to review (by automated and/or manual means) any submitted User Content and to delete, remove, move, edit or reject, without notice to you, any User Content (for example, where User Content contains any Unauthorized Content); provided, however, that we shall have no obligation or liability to you for failure to do so or for doing so in any particular manner. You hereby consent to any such review and/or removal, editing or rejection of your User Content.
If you believe any User Content violates the copyright of any other party, you can notify us by complying with the procedures set forth in our Copyright Compliance Policy. If we receive notice of any claim of infringement that satisfies specific legal requirements, we may remove User Content associated with such claim.
- Rights in the User Content granted to Us; Holdback; Appearance Release.
In connection with all User Content you submit using the User Content Submission Features, you hereby grant to us the unqualified, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual and royalty free right, license, authorization and permission, in any form or format, on or through any media or medium and with any technology or devices now known or hereafter developed or discovered, in whole or in part, to host, cache, store, maintain, use, reproduce, distribute, display, exhibit, perform, publish, broadcast, transmit, modify, prepare derivative works of, adapt, reformat, translate, and otherwise exploit all or any portion of your User Content on the Site (regardless of the device through which the Site may be accessed) and via any other channels, services, or distribution platforms, whether currently existing or existing or developed in the future, for any purpose whatsoever (including, without limitation, for any promotional purposes), without accounting, notification, credit or other obligation to you, and the right to license and sub-license and authorize others to exercise any of the rights granted hereunder to us, in our sole discretion. This specifically includes but is not limited to use of User Content in connection with the program currently titled “Video Swede”. For the avoidance of doubt, without limiting the generality of the rights granted to us, these rights include, without limitation, the right to distribute and synchronize all or any portion of your User Content in timed relation to any other visual elements; to webcast, podcast, republish, rebroadcast, re-platform, port, syndicate, route, and link to and from all or any portion of your User Content; to encrypt, encode and decode, and compress and decompress all or any portion of your User Content; to edit, mix, combine, merge, distort, superimpose, create or add special effects, illusions and/or other material to or of all or any portion of your User Content; to create composite, stunt, comic or unusual photographs, videos, animations, motion pictures and/or voice reproductions from all or a portion of your User Content; and to excerpt and/or extract portions of your User Content in order to host, store, index, categorize and display your User Content on or through any of the platforms.
IMPORTANT: You hereby further acknowledge that you will not exhibit or exploit, nor permit or cause to exhibited or exploited, any User Content you submit using the User Content Submission Features in any manner whatsoever other than in a promotional, non-commercial manner on your personal social media account(s) only.
By submitting User Content, you additionally grant to us the unqualified, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual and royalty free right, license, authorization, and permission to use and refer to your name, logo, marks, and any photograph, image, likeness, characteristic, biographical information, and/or voice associated with your User Content and User Content submission and to authorize others to exercise any of our rights or obligations outlined herein, in our sole discretion. This specifically includes but is not limited to use of these items in connection with the program currently titled “Video Swede”, other programming, and for any advertising, publicity, marketing, promotional and commercial tie-in purposes in connection with such programming and/or any other works based upon such programming, all allied ancillary and subsidiary rights therein and thereto (including, without limitation, merchandising and commercial tie-in rights), or any other use of such programming, as well as in or in connection with promotional materials for the network or platform on which such programming is exhibited, its programming services, affiliates and sponsors, other network programs, and for the institutional purposes of the cable industry generally, in all media now known or hereafter devised.
The rights, licenses and privileges described in this Submission Agreement and granted to us, shall commence immediately upon submission of your User Content to or through the User Content Submission Features and continue thereafter perpetually and indefinitely, regardless of whether you continue or remain a registered user or not, unless and until terminated, in whole or in part, by us on notice to you. Notwithstanding the foregoing, you acknowledge and agree that we shall not be required or have any obligation to host, index, display, accept or use any submitted User Content (or take advantage of any or all of the particular rights and authorities granted or otherwise available) and we may, in our sole discretion, remove or refuse to host, index, display, accept, use or do anything at all with respect to any User Content. Once you submit or attempt to submit User Content you shall have no right to prohibit, restrict, revoke or terminate any of the rights granted to us. You are not entitled to and you will not receive any compensation or other consideration for your User Content or any use made of your User Content once submitted. You also understand and agree that neither all or any portion of your User Content, nor any commercial, advertisement, promotional, marketing or other material associated with your User Content, need to be submitted for approval prior to use.
You hereby release us from any and all claims of any rights, encumbrances, liens, claims, demands, actions or suits which you may or can have in connection with your User Content, including, without limitation, any and all liability for any use or nonuse of the your User Content, claims for defamation, libel, slander, invasion of privacy, right of publicity, emotional distress or economic loss. We have the right to assign, transfer, convey, license, sub-license and otherwise transfer, sub-contract, delegate, outsource or engage third parties to perform or benefit from all or any portion of its or their rights and/or obligations to any one or more other parties, without accounting, reporting, notification or other obligation or liability to you whatsoever, now or in the future. You also forever waive and relinquish all moral rights or droit moral now or hereafter recognized in connection with your User Content and the rights granted to us hereunder.
We have the right to license, authorize and/or otherwise enter into agreements and arrangements with any of our subsidiaries, affiliates, licensees, successors and/or assigns (including but not limited to VIMN) to do or perform any of the activities, exercise any of the rights and/or undertake any of the responsibilities granted or imposed under this Submission Agreement, in whole or in part. To the extent we do so, when you submit User Content, each such subsidiary, affiliate, licensee, successor and/or assignee, including but not limited to VIMN, shall be entitled to exercise and benefit from the terms and conditions, rights, licenses and authorizations granted to us hereunder and related thereto as if you had entered into this Submission Agreement with such subsidiary, affiliate, licensee, successor and/or assignee, including but not limited to VIMN, directly.
You hereby agree that the value to you of our consideration of the potential broadcast, distribution or other exploitation of User Content you submit using the User Content Submission Features is good and valuable consideration for the rights granted and waived hereunder, and agree no further consideration shall be payable to you or any third party by us, including without limitation in relation the broadcast, distribution or other exploitation of the User Content. You are not entitled to and you will not receive any compensation or further consideration for your User Content or any use made of your User Content.
You acknowledge that other persons may have submitted User Content to us, may have made public or developed, or may originate, submit, make public or develop, material similar or identical to all or a portion of your User Content or concepts contained therein. You understand and agree you will not be entitled to any compensation because of any such similarities. Even if you subsequently see or learn of a presentation, motion picture, still photograph, film, video or any other content which appears to incorporate any idea or concept or include anything similar or identical to that contained in any User Content you or anyone else submits, that is purely coincidental.
We retain all right, title and interest in and to the User Content Submission Features, including, without limitation, to all associated intellectual property and proprietary rights existing anywhere in the world and you acquire no ownership, proprietary or other rights, title or interest in or to the User Content Submission Features.
Except for the licenses, authorizations, consents and rights granted hereunder and described in this Submission Agreement, as comprehensive and broad as they may seem or actually be, we acquire no title or ownership rights in or to any User Content you submit and nothing in this Submission Agreement conveys to us any ownership rights in your User Content. We are acting only as a host, bulletin board or conduit for submitted User Content, with all of the specific rights granted by you hereunder. Although by your submission of any User Content you are requesting and directing us and any of the subsidiaries, affiliates, licensees, successors and/or assigns with whom we have made arrangements, to take advantage of and exploit all of the rights and privileges granted hereunder (including, without limitation, the right to exhibit and exploit the User Content), neither we, nor any such subsidiaries, affiliates, licensees, successors and/or assigns have any obligation to do any of these things.
- Financial Consideration.
We reserve the sole and exclusive right to sell advertising and otherwise exploit, benefit from and/or realize revenue from the conduct of its business and operating the Site, the User Content Submission Features, the User Content, or other platforms and any and all arrangements made with respect thereto, and have no obligation or liability to you, notwithstanding that your User Content may be displayed on or otherwise used by or in connection with the Site, the User Content Submission Features or other platforms.
- Representations, Warranties, and Indemnification.
You must own the rights to the User Content you submit and the right to grant all of the authorizations, permissions, approvals, consents, rights and licenses as described in this Submission Agreement. If you do not exclusively own all of these rights, you must have all necessary authorizations, permissions, approvals, consents, rights and licenses from the owner(s) to enter into this Submission Agreement and perform and comply with all of its obligations. By submitting User Content you additionally represent and warrant to us that:
- you are not a minor, no individuals who appear in, contributed to, or participated in the production of the User Content are minors, and you have the legal right and capability to enter into this Submission Agreement and comply with all of its terms and conditions;
- all of the information provided by you associated with your User Content is correct, complete and up to date;
- the User Content is original to you, fully cleared for our use as outlined in this Submission Agreement, and can be used by us without restriction;
- the User Content is not and does not contain any “Unauthorized Content”;
- Your submission of User Content and our use of such User Content will not, in any way, violate the terms of this Submission Agreement, or infringe or violate any copyright, trademark, privacy or other right of any person or any law or regulation. Your materials may not contain any underlying copyrights such as music, lyrics, film footage, artwork or other copyrighted material owned by any other person;
- we shall not be required to pay or incur any sums to any person or entity as a result of our use or exploitation of the User Content;
- you have obtained written consents from all individuals who appear in, contributed to, or participated in the production of, any User Content, (i) agreeing to the terms of this Submission Agreement, and (ii) granting and agreeing to the same grant of rights to us which you are granting to us hereunder;
- Upon the our request, you will provide us with any documentation, substantiation and releases necessary and reasonably required to verify and substantiate your compliance with this Submission Agreement;
- The submission of your User Content is not subject to or under the jurisdiction of any guild or union collective bargaining agreement, and you further acknowledge that we are not a signatory to any such agreement. You also understand and agree that we shall not be obligated or responsible for providing any guild or residual payments in connection with the submission and exploitation of the User Content; and
- you will promptly comply with any reasonable requests or directions we give you in connection with User Content you submit.
You hereby agree to indemnify, defend and hold us and any of our respective subsidiaries, affiliates, licensees, successors and/or assigns (including but not limited to VIMN), and any of their respective officers, directors, employees, agents, representatives, licensors, advertisers, suppliers, and operational service providers harmless from and against any and all claims, actions, losses, expenses, damages and costs (including reasonable attorneys’ fees), resulting from any breach or violation of this Submission Agreement by you, and from any third party claims arising from, related to or caused by, your User Content or its use or exploitation.
We reserve the right to assume, at our sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with us in the defense of any such claim, action, settlement or compromise negotiations, as requested by us.
- Disclaimers and Limitation of Liability.
THE USER CONTENT SUBMISSION FEATURES ARE PROVIDED “AS IS” WITH NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AND YOUR USE OF THE USER CONTENT SUBMISSION FEATURES IS AT YOUR OWN RISK.
YOU ARE SOLELY RESPONSIBLE FOR:
- THE USER CONTENT WHICH YOU SUBMIT,
- YOUR PROMISES, REPRESENTATIONS AND OBLIGATIONS UNDER THIS SUBMISSION AGREEMENT AND
- ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING FROM YOUR USE OF THE SITE OR USER CONTENT SUBMISSION FEATURES.
WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES CONCERNING:
- ACCESS TO AND/OR THE AVAILABILITY, ACCURACY, USEFULNESS AND/OR SECURITY OF THE SITE OR USER CONTENT SUBMISSION FEATURES;
- ANY AND ALL USER CONTENT SUBMITTED BY YOU OR THIRD PARTIES,
- ANY CONTENT, MATERIAL, SOFTWARE, INFORMATION, DATA, SOFTWARE, CAPABILITIES MADE AVAILABLE TO YOU,
- RESOURCES, FACILITIES, PRODUCTS AND/OR SERVICES, AND WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THAT THE USER CONTENT SUBMISSION FEATURES WILL FUNCTION OR PERFORM IN ANY PARTICULAR MANNER.
THE SITE AND USER CONTENT SUBMISSION FEATURES ARE MAINTAINED ON SERVERS IN THE UNITED STATES INTENDED FOR THE SUBMISSION OF USER CONTENT THAT IS NOT RESTRICTED OR PROHIBITED BY LAW OR REGULATION. WE DISCLAIM ALL LIABILITY FOR ANY USE NOT SPECIFICALLY AUTHORIZED OR THAT IS IN VIOLATION OF THIS SUBMISSION AGREEMENT OR THE LAWS OR REGULATIONS THAT MAY APPLY TO YOU IN ANY JURISDICTION OR COUNTRY.
WE EXPRESSLY DISCLAIM ALL LIABILITY FOR ANY AND ALL DAMAGES, WHETHER DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE, HOWSOEVER ARISING OR CAUSED, WHETHER FORESEEABLE OR NOT, REGARDLESS OF THE FORM OF ACTION OR THE BASIS OR CHARACTERIZATION OF THE CLAIM AND EVEN IF ADVISED OF THE POSSIBILITY OF DAMAGES.
We make no claim the Site or User Content Submission Features or any User Content are appropriate for any particular purpose or audience, or that any video, software or our User Content Submission Features may be accessed, used or downloaded outside of the United States, which may not be legal for certain persons or in certain countries and you do so at your own risk. You are responsible for compliance with the laws of your jurisdiction. The United States controls the export of products and information and you agree to comply with such restrictions and not to export or re-export any User Content including videos, information, software, materials, products or services to countries or persons prohibited under the export control laws and regulations.
You hereby release us from any and all claims of any rights, encumbrances, liens, claims, demands, actions or suits which you may or can have in connection with your User Content, including, without limitation, any and all liability for any use or nonuse of the your User Content, claims for defamation, libel, slander, invasion of privacy, right of publicity, emotional distress or economic loss.
If you have a claim against another user of our online services you will pursue that claim independently and without recourse to us.
We do not in any way seek to limit or exclude our liability to you for death or personal injury or any loss arising as a result of fraud.
- Personal Data.
We may terminate this Submission Agreement with you and your right to use the User Content Submission Features at any time without notice to you. In no event shall you have the right to enjoin the development, production, distribution, or exploitation of any project or content using or incorporating the User Content, and you hereby waive any right to equitable or injunctive relief in the event of any breach, termination or cancellation of this Agreement.
We may transfer and assign this Submission Agreement or any and all of our rights, privileges or obligations hereunder (including our rights in and to the User Content), and/or delegate all or any of our obligations hereunder, to any person or entity, without restriction.
Each provision of these terms excluding or limiting liability is to be construed separately and will apply and survive even if for any reason one or other of those provisions is held to be inapplicable or unenforceable in any circumstances. Each of the provisions of these terms excluding or limiting liability will remain in force notwithstanding any termination of these terms or termination or suspension of your access to the Site or prohibition on your posting of User Content.
We reserve the right to provide information to law enforcement officials, governmental agencies and pursuant to judicial or regulatory compulsion, to protect their respective interests, the Site, or to comply with legal, regulatory, audit and compliance obligations.
No waiver of any rights by either you or us will be taken as a waiver of any other rights you or we may have. For example if we waive our rights to complain about a particular breach of these terms by you it does not prevent us from complaining about other breaches.
This User Content Submission Agreement was last modified on August 16, 2016 and is effective immediately.
Copyright © 2016 Max Def Productions, Inc. – All Rights Reserved.