Last
Updated: April 7, 2008
USER CONTENT SUBMISSION
AGREEMENT
Please read this User Content
Submission Agreement carefully because it is a part
of the Terms of Use Agreement and represents your
legally binding agreement with us (“Agreement”) regarding your
submission (and our display and distribution) of content to 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”). Unless defined separately,
terms used in this Agreement are defined in our Terms of Use Agreement.
When you submit
User Content, or by using or attempting to use the User Content Submission
Features, you are signifying your agreement with and acceptance of all terms
and conditions of this Agreement as well as the terms and conditions contained
in the Terms of Use Agreement that govern your legal and contractual
relationship with MTV.
We have the
right to change the terms and conditions of this Agreement at any time as
described in our Terms of Use Agreement. If you do not
agree with all the terms and conditions of this 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 Agreement, including,
without limitation, any changes we have made.
IMPORTANT NOTE: You must meet
the Age Requirements
in Section
2 of this Agreement and each and every time you submit or attempt
to submit User Content, among other things, you will be asked to confirm your
compliance.
1. Submitting User Content.
The term “User
Content” means and refers to any and all content, media and materials you
submit for posting on the Site 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, as well as any accompanying documentation,
packaging or other materials, tangible or intangible, and to all derivative
works, translations, adaptations or variations of same, 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, in black-and-white or in color, alone or in conjunction
with other work, characters, real or imaginary, in any part of the world. User
Content is also considered a “Posting”, as such term defined in the Terms of Use Agreement,
and therefore, all terms and conditions contained within
the section of the Terms of Use Agreement entitled “Postings”
shall apply to all User Content you submit pursuant to the
terms and conditions of this Agreement for Posting to the Site.
Each time you
upload or submit User Content (or if you attempt to do so) you will be
confirming your acceptance of, and agreement to be bound by, all the terms and
conditions of this Agreement. Instructions for uploading User Content can be
found on the Site’s web page for the upload of User Content. To be considered
for posting and display to the public, User Content must meet all the
specifications and requirements relating to formatting, compatibility,
operating characteristics and submission which can also be found on the Site’s
web page for the upload of User Content. In order to submit User Content, you
will also need to meet our Age Requirements (see Section 2 below).
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 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.
2. Age Requirements.
By submitting
User Content pursuant to the terms and conditions of this Agreement you are
certifying that you satisfy the age eligibility and requirements set forth in
the Terms of Use Agreement.
3. User
Content Standards; Unauthorized
Content.
You are solely
responsible and liable for your communications and submissions (and the
consequences) made under your name, user name, email address, password and your
registration and profile information, if any. User Content does not reflect the
views of MTV, and neither MTV, nor any of the Parent Companies or the
Affiliates, represents or guarantees the truthfulness, accuracy, or reliability
of any User Content, or endorses or supports any opinions expressed in any User
Content. In no event shall MTV, the Parent Companies or the Affiliates have or
be construed to have any responsibility or liability for or in connection with
any User Content. If we determine, in our sole discretion, you have not met the
Age Requirements (see Section 2 above) or if, in our judgment, you or any
User Content you submit violates this Agreement, we reserve the right, at any
time, without notice and without limiting any and all other rights we may have
under this 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 Agreement, including, without limitation, blocking specific IP
addresses or deactivating your registration, access using your e-mail address,
your user name and password.
We make no claim
the 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 agree you
will not submit or attempt to submit, and we have the right to reject, refuse
to accept, remove or otherwise handle as MTV deems appropriate, any “Unauthorized
Content” which is defined as any User Content that is or could be construed
as violating any of the terms and conditions of this Agreement, and/or any of
the terms and conditions set forth in our Terms of Use Agreement,
including, without limitation:
·
infringing on a third party’s copyright or other intellectual
property rights;
·
causing harm, harassing anyone or which may prevent, prohibit,
inhibit, restrict or otherwise impair others from using or enjoying the Site;
·
unauthorized access to the User Content Submission Features or
information of other users;
·
the modification, impairment, disruption, alteration or
interference with the use, features, functions, operation or maintenance of the
User Content Submission Features; or
·
any requirements, rules, terms or conditions that may be
applicable to the User Content Submission Features.
Neither MTV nor
the Parent Companies or the Affiliates control any User Content submitted,
although we may use both automated and manual means of reviewing User Content
in order to prevent Unauthorized Content from appearing and being displayed on
our Site. MTV reserves the right to review any submitted User Content and to
delete, remove, move, edit or reject, without notice to you, any User Content
that we deem, in our sole discretion, abusive, defamatory, obscene,
pornographic, in violation of copyright, trademark or other intellectual property rights, to be in violation of this Agreement or to be unacceptable to MTV or
the Parent Companies or Affiliates, for any reason or for no reason whatsoever;
provided, however, that MTV shall have no obligation or liability to you
for failure to do so or for doing so in any particular manner. If MTV receives
notice of any claim of infringement that satisfies specific legal requirements,
such as notice and takedown requirements under U.S. copyright law (see Section 4 below),
we may remove User Content associated with such claim. MTV reserves 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.
4. Copyright Infringement.
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.
5. Rights Granted to MTV.
In connection
with all User Content you submit using the User Content Submission Features,
you grant to MTV, the Parent Companies and the Affiliates, 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 and any other channels, services, and other distribution
platforms, whether currently existing or existing or developed in the future,
of MTV, the Parent Companies and the Affiliates (collectively, the “Platforms”),
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 MTV, the Parent Companies and Affiliates, in
our sole discretion. For the avoidance of doubt, without limiting the
generality of the rights granted to MTV, the Parent Companies and the
Affiliates, 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 web cast, pod cast, re-publish, re-broadcast,
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 the Platforms.
By submitting
User Content, in addition to the rights, licenses and privileges referred to
above, you are also granting MTV, the Parent Companies and the Affiliates, 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, image, characteristic or other distinctive
identification in presentations, marketing materials, customer lists and financial reports, to do, perform, take advantage of and exploit any and all of the rights set forth
herein in connection with the marketing, advertising and promotion of the
Platforms, and any products, goods, features, functions, capabilities and/or
services associated with MTV, the Parent Companies and Affiliates and to use
and otherwise exploit any ideas, concepts, content, material, expression or
form of expression, in whole or in part, contained in your User Content, for
any purpose whatsoever, without any credit, compensation or accounting to you,
in products or services developed by MTV, the Parent Companies and the
Affiliates, without limitation or restriction whatsoever.
The rights,
licenses and privileges described in this Agreement and granted to MTV, the
Parent Companies and the Affiliates, 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 MTV on notice to you. Notwithstanding the foregoing, you
acknowledge and agree that neither MTV, nor the Parent Companies or the
Affiliates, shall 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 MTV
may, in its 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 MTV or the Parent Companies or
the Affiliates. 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 MTV, the Parent Companies and the Affiliates 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. MTV, and the Parent Companies
and the Affiliates, 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 MTV, the Parent Companies and the Affiliates hereunder.
MTV has the
right to license, authorize and/or otherwise enter into agreements and
arrangements with any Parent Companies or the Affiliates 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 Agreement, in whole or in part.
To the extent MTV does so, when you submit User Content each such Parent
Company and Affiliate shall be entitled to exercise and benefit from the terms
and conditions, rights, licenses and authorizations granted to MTV hereunder
and related thereto as if you had entered into this Agreement with such Parent
Company or Affiliate directly.
6. Ownership.
MTV retains 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 Agreement, as comprehensive and broad as they may seem or actually be, MTV
acquires no title or ownership rights in or to any User Content you submit and
nothing in this Agreement conveys to us any ownership rights in your User
Content. MTV is 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 Parent Companies or the Affiliates 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
display and post the User Content on the Platforms), neither we, nor any of the
Parent Companies or the Affiliates have any obligation to do any of these
things.
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
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 Agreement and perform and comply with all
of its obligations. You represent, warrant and covenant to MTV and, by
submitting User Content, you reaffirm each such representation, warranty and
covenant, that (a) you are not a minor and you have the legal right and
capability to enter into this Agreement and perform and comply with all of its
terms and condition or, if you are a teenager, your parent or legal guardian
has agreed to this Agreement on your behalf, (b) all of the information
provided by you associated with your User Content is correct, complete and
current, (c) your submission of any User Content does not violate this
Agreement, any rights of any other party, any of your obligations, any law or
regulation or infringes upon or misappropriates any intellectual property,
privacy, publicity or other rights of any party, (d) you make in the Terms of Use Agreement, including,
without limitation, those relating to Postings and (e) you hold and will
continue to hold all the ownership, license, proprietary and other rights
necessary to enter into, authorize, grant rights and perform your obligations
under this Agreement as described. Upon the request of MTV, you will furnish MTV
any documentation, substantiation and releases necessary and reasonably
required to verify and substantiate your compliance with any or all of the
terms and conditions of this Agreement, including, without limitation, the
foregoing representations, warranties and covenants. You represent and warrant that 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 MTV is
not signatory to any such agreement. Notwithstanding anything to the contrary,
you also understand and agree that MTV shall not be obligated or responsible for providing any
guild or residual payments in connection with the submission and exploitation
of the 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, and you understand and agree you will not be entitled to any
compensation because of the use or exploitation thereof and the submission of
User Content, or any posting or display thereof, is not any admission of
novelty, priority or originality. 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 and unavoidable.
7. Financial Consideration.
MTV reserves
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 or other Platforms and any and all
arrangements made with respect thereto, without accounting, 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.
8. Indemnification.
Your
indemnification obligations under the Terms of Use Agreement include, without
limitation, any third party claims arising from, related to or caused by your
User Content, the submission of User Content and/or in any way associated with
this Agreement and/or the Site.
9. 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 YOUR USER CONTENT, THE
REPRESENTATIONS AND OBLIGATIONS UNDER THIS AGREEMENT AND FOR ANY DAMAGES TO
YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING FROM YOUR USE OF THE SITE OR
USER CONTENT SUBMISSION FEATURES. MTV EXPRESSLY DISCLAIMS 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 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 USERS AND USE OF THE USER CONTENT SUBMISSION FEATURES THAT ARE NOT
RESTRICTED OR PROHIBITED BY LAW OR REGULATION. MTV DISCLAIMS ALL LIABILITY FOR
ANY USE NOT SPECIFICALLY AUTHORIZED OR THAT IS IN VIOLATION OF THIS AGREEMENT
OR THE LAWS OR REGULATIONS THAT MAY APPLY TO YOU IN ANY JURISDICTION OR
COUNTRY. MTV EXPRESSLY DISCLAIMS ALL LIABILITY FOR ANY AND ALL DAMAGES, WHETHER
DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES,
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.
10. General.
The Terms of Use Agreement,
incorporating this Agreement, is the entire
agreement between you and us relating to User Content and your use of the User Content
Submission Features and supersedes any prior or inconsistent agreements. MTV
may terminate this Agreement with you and your right to use the User Content
Submission Features at any time without notice to you.
This User Content Submission Agreement was last modified
on April 7, 2008 and is effective immediately.
Copyright © 2008 MTV Networks, a division of Viacom
International Inc. - All Rights Reserved.