eBaum Nation Submission Agreement
This agreement describes the relationship between you and eBaumTV LLC. (and its affiliates and licensees, collectively referred to in this agreement as "we" or "us"). By submitting content to eBaum Nation, you agree to all of the terms and conditions of this agreement when you submit Content (defined below) to us. The rights you grant to us in this agreement are in consideration of the potential use of your Content on the web site and other potential forms of distribution and use of your Content by us. You hereby acknowledge the adequacy and receipt of such consideration.
- Our Rights: You hereby irrevocably grant, transfer and convey to us the unlimited and unconditional right to distribute, exploit and use, on a non-exclusive basis for three years from submission and thereafter in perpetuity on a non-exclusive basis, anywhere and everywhere in the universe, in any media and by any means now known or hereafter devised, any materials, videos, sound recordings, compositions, pictures, song lyrics and/or other content (collectively, the "Content") submitted by you to us. We shall have the right to use, market, store, edit, distribute, reproduce, display, perform, transmit, and promote the Content on a non-exclusive basis in any way we see fit without payment to you. We may therefore, without payment to you, reproduce, edit, distribute, publicly perform, publicly display and digitally perform and/or distribute the Content in whole or in part, alone or together with other material, on all media (including but not limited to the Internet, other web sites, television, videos/DVDs, cell phones, CDs and radio), and in any format by any means now known or hereafter devised. We shall also have the right to use the Content in order to promote our products and services and to use your name, picture, photograph, other reproduction of your appearance, and biographical material without any payment to you. You hereby waive any right to inspect or approve uses of the Content and you also waive any "moral rights" you may have in the Content.
- Ownership of Content: You retain full ownership of and all right, title, and interest in and to the Content, including any related copyrights, subject to the rights granted to us under this agreement.
- Name/Likeness Release: To the extent that you appear in the Content, you agree that we have the right to use (and to license to others to use) your name, voice and likeness in connection with our use of the Content as provided in paragraph 1 above without any payment to you. Without limiting paragraph 5 below, you hereby waive any rights to privacy, publicity and defamation, whether granted by statute or common law, that you may have in connection with the Content.
Your Guarantees to Us: By accepting this agreement, you represent and warrant (that is, you guarantee to us) that: (a) you are of legal age to enter into contracts (you're not a minor). If you are a minor, you hereby represent and warrant that you have obtained the consent of your parent or legal guardian for you to enter this agreement as provided below; (b) you have full right and power to enter into and perform this agreement, and have secured all third party permissions necessary to enter into this agreement and to submit the Content as provided herein, including, without limitation, from all individuals portrayed and performing in the Content; (c) the Content is your own original work, and contains no material otherwise created by someone who is not you; (d) we are not required to make any payments of any kind to you or any other person or company in connection with our use of the Content; (e) the Content does not and will not infringe on any third party's intellectual property or other proprietary rights, or rights of publicity or privacy; (f) the Content does not and will not violate any law; (g) the Content is not and will not be defamatory, libelous, pornographic or obscene; (h) the Content does not and will not contain any viruses or other information which may damage or otherwise interfere with our computer systems or data or that of our visitors or other users; and (i) all factual assertions that you have made and will make to us are true and complete and all consents and other documents provided to us are true and valid copies of the originals. Upon our request, you agree to furnish us with all documentation, consents and/or other releases necessary to prove your unrestricted ownership in all materials contained in the Content and/or your right to use such materials without limitation for any purpose including without limitation all agreements with all third parties appearing in the Content setting forth those third parties. consent to your use of the Content in the manner set forth herein.
You shall be fully responsible for any violation of your agreements including the representations and warranties made in this paragraph, and you agree to indemnify and hold us and our affiliates and licensees harmless from any and all damages and costs, including reasonable attorneys' fees, arising out of or related to your breach or alleged breach of the representations, warranties and covenants described in this agreement. You agree to execute and deliver documents to us that we may request to confirm our rights under this agreement.
You acknowledge that submissions can closely resemble concepts and ideas that have been independently developed by us and you understand that you will not be entitled to any compensation because of the use of any similar, equivalent or even identical content, information or material. Even if you subsequently see one of our programs or other entertainment properties which seemingly incorporates an idea or concept or includes materials similar to that contained in the Content, you acknowledge that such similarity is purely coincidental and unavoidable in light of the volume of ideas which we routinely consider in the course of our business and activites. In fact, you may not and should not assume or infer from the fact that your Content has been posted, displayed or accepted for display that we regard any such video, or any part of any video, as novel, valuable or usable.
- Release: In consideration of the potential promotion of your Content and the covenants contained herein, you, for yourself and on behalf of your heirs, assigns, and successors-in-interest, hereby release and absolutely discharge us and our affiliates and licensees, from any and all claims, demands, damages, debts, liabilities, obligations, costs, expenses, liens, actions, causes, and causes of action, of every kind of nature whatever, at law or in equity, known or unknown, suspected or unsuspected, which you ever had, now have or hereafter shall have or may have in any way arising out of, in connection with, this Submission Agreement and our use of the Content (including without limitation, those based upon defamation, invasion of privacy, right of publicity copyright, trademark or any other personal and/or property rights). You are familiar with Section 1542 of the Civil Code of the State of California ("Section 1542"), which provides as follows:
- A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.
- You waive and relinquish any right and benefit which you may have under Section 1542 and any similar laws of any state or territory of the United States or other jurisdictions to the extent that you may lawfully do so in connection with the subject matter hereof.
Miscellaneous: This agreement shall be governed by New York law, and all legal proceedings, if any, shall take place in New York. This agreement sets forth the entire understanding and agreement between you and us and supersedes all previous agreements, communications, oral or written, between you and us, and will be deemed effective as of the date that you first submitted Content to us. In the event of any breach by us of this agreement, you acknowledge that you may not terminate or rescind the permission granted to us to use the Content and that you shall be limited to your remedy at law for damages, if any and you may not enjoin, restrain or interfere with the use of the Content as provided in this agreement or in connection with the advertising, publicizing, exhibition or exploitation thereof.
You represent that you have carefully read this agreement, that you understand its contents, and that you have had an opportunity to seek independent legal advice regarding the advisability of entering into this agreement.