These terms ("Terms") govern the submittor’s ("Licensor") irrevocable grant to The Viral Challenge Ltd., its successors, affiliates, licensees and assigns (collectively, “The Viral Challenge”) of the Licensed Rights (defined below) with respect to all or any part of the audiovisual work(s) submitted by Licensor to The Viral Challenge, 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 “Images”). ALL SUBMISSIONS BECOME THE SOLE PROPERTY OF The Viral Challenge. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSION(S) OF IMAGES CONSTITUTES YOUR AGREEMENT AND INTENT TO BE LEGALLY BOUND BY THE TERMS HEREIN.
BY SUBMITTING AN IMAGE, LICENSOR ACKNOWLEDGES THAT HIS/HER CONTENT MAY BE POSTED ON THE VIRAL CHALLENGE’S WEBSITES AND OTHER INTERNET CHANNELS, USED IN The Viral Challenge’S PROGRAMMING, LICENSED/ASSIGNED TO OTHERS, OR USED AS OTHERWISE PROVIDED BY The Viral Challenge, IN The Viral Challenge’S SOLE DISCRETION, REGARDLESS OF LICENSOR’S ELIGIBILITY FOR SUBMISSION. LICENSOR AGREES THAT, IN THE EVENT OF AN INELIGIBLITY FOR SUBMISSION, THE OPPORTUNITY FOR THE VIDEO TO RECEIVE PUBLICITY IS THE SOLE AND SUFFICIENT CONSIDERATION DUE TO LICENSOR AND THAT THE NON- EXCLUSIVE LICENSE GRANTED BY LICENSOR HEREIN SHALL BE AND REMAIN VALID AND IRREVOCABLE.
1. Licensed Rights. Licensor grants The Viral Challenge the non-exclusive, unlimited right to use, refrain from using, change, alter, edit, modify, add to, subtract from and rearrange the Images and to exhibit, distribute, broadcast, reproduce, license others to reproduce and distribute, advertise, promote, publish and otherwise exploit the Images by any and all methods or means, whether now known or hereafter devised, in any manner and in any and all media throughout the world, in perpetuity, for any purpose whatsoever as The Viral Challenge in its sole discretion may determine (the “Licensed Rights”), including for the purpose of marketing, advertising, and promotion of the Images and The Viral Challenge. Licensor furthermore does hereby irrevocably appoint The Viral Challenge as its attorney-in-fact to take any such action as may from time to time be necessary to effect, transfer, or assign the rights granted to The Viral Challenge herein, including without limitation copyright-related actions, and assigns to The Viral Challenge the right to prosecute any and all claims from the past, present, and future use of the Images by unauthorized third parties. In addition, Licensor grants The Viral Challenge the exclusive right and permission to record, copy, reproduce, adapt, modify, summarize, copyright, photograph, film license, vend, rent, distribute, televise, publish, exhibit, disseminate, display, perform and otherwise exploit in any and all markets and media (collectively, “use”) Licensor’s appearance, name, likeness, voice, documents, biographical data, performance in, and other media artifacts provided to The Viral Challenge by Licensor or concerning Licensor (collectively the “Materials”) in and in connection with the Images. This grant of rights is made without limitation upon time, circumstances, location, market, or medium of use, and includes without limitation all uses of the Materials in all types of content, including but not limited to, the right to use the Images and/or Materials in connection with any other program(s), format(s), production(s), commercials, commercial tie-ins, product endorsements, licensing, product merchandising and/or merchandising of any kind, whether or not related to The Viral Challenge, and also includes, without limitation, the right to use the Images and/or Materials to publicize, advertise and promote any and all of The Viral Challenge’s programs, products or services in any and all media. Licensor also understands and agrees that The Viral Challenge may sell, assign or license the rights hereunder (in whole or in part) to any third party in its sole discretion and without providing any further consideration or notice to Licensor.
2. Consideration. The opportunity for the Images to receive publicity and/or possible inclusion in The Viral Challenge’s programming is the sole and sufficient consideration due to Licensor.
3. Licensor Representations and Warranties.
(a) Owner of Rights: Licensor has the sole, exclusive and unencumbered ownership of all rights of every kind and character throughout the universe in and to the Licensed Rights and has clear title to the material upon which the Images are based. Licensor has the absolute right to grant to The Viral Challenge, all rights, licenses and privileges granted to or vested in The Viral Challenge 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 Viral Challenge.
(b) Rights Are Clear: Licensor has obtained all clearances and paid all monies necessary for The Viral Challenge to exercise its non-exclusive rights hereunder and there will not be any other rights to be cleared or any payments required to be made by The Viral Challenge as a result of any use of the Images pursuant to the rights and licenses herein granted (including without limitation, payments in connection with contingent participations, residuals, clearance rights, moral rights, union fees, and music rights). Licensor has not previously entered into any other agreement in connection with the Images that will impair the rights herein granted to The Viral Challenge. All of the individuals and entities connected with the production of the Images, and all of the individuals and entities whose names, voices, photographs, likenesses, appearance, works, services and other materials appear or have been used in the Images, have authorized and approved Licensor’s use thereof, and The Viral Challenge shall have the right to use all names, voices, photographs, likenesses, appearance and performances contained in the Images in connection with the exploitation, promotion, and use of the Licensed Rights. It is expressly understood that The Viral Challenge has not assumed any obligations under any contracts entered into by Licensor.
Licensor agrees to complete all additional forms required by The Viral Challenge including, but not limited to, an additional signed license agreement, any additional information requested by The Viral Challenge relating to the Images or Materials, and the submitted Images in a format acceptable to The Viral Challenge, and must be able to grant to The Viral Challenge all rights set forth in such forms, including without limitation, the consent forms and/or other releases as required by The Viral Challenge (collectively, the “Releases”). Submissions by an eligible Licensor who is a minor in his/her state of residence will require minor’s parent or legal guardian to sign and return all required documents and Releases. For the sake of clarity, The Viral Challenge’s requirement related to completion of the Releases is not intended to, and does not, alter that non-exclusive ownership of the Images that is granted to The Viral Challenge upon the Licensor’s submission of the Images to The Viral Challenge.
(c) No Infringement: No part of the Images, any materials contained therein, or the exercise by The Viral Challenge of the Licensed Rights violates or will violate, or infringes or will infringe, any trademark, trade name, contract, agreement, copyright (whether common law or statutory), patent, literary, artistic, music, dramatic, personal, private, civil, property, privacy or publicity right or “moral rights of authors” or any other right of any person or entity, and shall not give rise to a claim of slander or libel. There are no existing, anticipated, or threatened claims or litigation that would adversely affect or impair any of the Licensed Rights.
4. Termination: Licensor may seek to terminate its agreement to these Terms at any time; however, these Terms shall only be terminable upon the mutual agreement of the parties, the consent of which may be granted or denied in The Viral Challenge’s sole discretion. No termination shall impact any prior license of the Images by The Viral Challenge prior to termination, which shall continue in full effect under these Terms.
5. Release and Indemnity. Licensor hereby agrees to indemnify, release and hold harmless The Viral Challenge, its successors, licensees, sub-distributors and assigns, and the directors, officers, employees, representatives and agents of each of the foregoing, from any and all claims, demands, causes of action, damages, judgments, liabilities, losses, costs, expenses, and attorney’s fees arising out of or resulting from (i) any breach by Licensor of any warranty, representation or any other provision of these Terms, and/or (ii) any claims of or respecting slander, libel, defamation, invasion of privacy or right of publicity, false light, infringement of copyright or trademark, or violations of any other rights arising out of or relating to any use by The Viral Challenge of the rights granted under this these Terms. Licensor acknowledges that The Viral Challenge is relying on the representations made by Licensor in accordance with these Terms and a breach by Licensor would cause The Viral Challenge irrevocable injury and damage that cannot be adequately compensated by damages in an action at law and Licensor therefore expressly agrees that, without limiting The Viral Challenge’s remedies, The Viral Challenge shall be entitled to injunctive and other equitable relief.
6. Publicity/Confidentiality. Licensor shall not release, disseminate, issue, authorize or cause the release, dissemination or issuance of any publicity or information concerning the Licensed Rights, The Viral Challenge, or these Terms without The Viral Challenge’s prior specific written consent (including, without limitation, posting, participating or engaging in social media discussions, news stories, blogs, reports or responses thereto), and Licensor shall direct all licensing or other inquiries relating to the Images solely to The Viral Challenge. Licensor acknowledges that these Terms are confidential in nature and agrees not to disclose the content or substance thereof to any third parties other than: (i) Licensor’s respective attorneys and accountants, and/or (ii) as may be reasonably required in order to comply with any obligations imposed by these Terms, or any statute, ordinance, rule, regulation, other law, or court order.
7. Miscellaneous. Licensor acknowledges and warrants that its agreement to these Terms has not been induced by any representation or assurance not contained herein. These Terms supersede and replace all prior agreements, negotiations or understandings in connection with the Licensed Rights, including without limitation any simplified explanation of the terms herein, and in the event there are any inconsistencies between this English-language contract and any translations of terms and conditions, the English-language version shall prevail. These Terms contain the entire understanding of the parties and shall not be modified or amended except by a written document executed by both parties. If any provision of these Terms is found to be unlawful or unenforceable, such provision shall be limited only to the extent necessary, with all other provisions of these Terms remaining in effect. The waiver by either party or consent to a breach of any provision of these Terms by the other party shall not operate or be construed as a waiver of, consent to, or excuse of any other or subsequent breach by the other party. The Viral Challenge shall have the right to assign freely the Images, the Materials, the Licensed Rights and/or any of The Viral Challenge’s other rights hereunder to any person or entity (by operation of law or otherwise). Licensor may not assign its rights hereunder.
8. Choice of Law/Dispute Resolution. These Terms shall be deemed to have been agreed upon within Hong Kong, and the rights and obligations of the parties hereunder shall be construed and enforced in accordance with, and governed by, the laws of Hong Kong, without regard to the conflicts of law principles thereof. The parties agree to the personal jurisdiction by and venue in Hong Kong, and waive any objection to such jurisdiction or venue irrespective of the fact that a party may not be a resident of Hong Kong. Except for The Viral Challenge’s equitable rights as set forth in these terms, the parties hereby agree to submit any disputes or controversies arising from, relating to or in connection with these terms or the parties’ respective obligations in connection therewith to binding arbitration in Hong Kong in accordance with the rules of the American Arbitration Association and only for actual monetary damages, if any. In the event of any dispute, Licensor shall not be entitled to, and does hereby waive all right to, any equitable relief whatsoever, including the right to rescind its agreement to these Terms, to rescind any rights granted hereunder, or to enjoin, restrain or interfere in any manner with the marketing, advertisement, distribution or exploitation of the Licensed Rights. All rights to recover consequential, incidental and/or punitive damages are waived by Licensor.
9. Time Limitation on Claims. Licensor agrees that any claim it may have arising out of or related to its use of The Viral Challenge services or relationship with The Viral Challenge, must be filed within one year after such a claim arose; otherwise Licensor’s claim is permanently barred.
10. Terms & Conditions. Licensor may be required to agree to additional terms and conditions displayed on the The Viral Challenge website at www.TheViralChallenge.com or other The Viral Challenge-owned websites, which will be incorporated herein by reference and subject to change. By continuing to access or use The Viral Challenge-owned websites after revisions become effective, Licensor agrees to be bound by the revised Terms.