AGREEMENT FOR SUBMITTING CONTENT TO Timera Inc.
License and Rights Granted:
Owner retains title and ownership of certain content of type, video or other visual or audio-visual content including, without limitation, text, images, logos, trademarks, artwork, graphics, pictures, advertisements, sound and any intellectual property contained in any such materials (the “Content”). Owner hereby irrevocably assign to Company absolutely and with full title guarantee a worldwide, perpetual, transferable and royalty free license to use (including commercial use), modify, reproduce, distribute, display, sell, in any manner, and transmit the Content in electronic form over the internet and third party networks in connection with Company’s properties, and to modify the Owner’s Content only for the purpose of fitting the format, look, and feel of Company’s property and be embedded with the Company’s platform, players as applicable in order to serve the Content and other materials to end user, and to permit Company’s properties users to download and print the Owner’s Content.
Trademark License Grant:
Owner hereby grants Company a worldwide limited, non-exclusive, and royalty-free license to use the Owner’s Trademarks solely in connection with Company’s rights and obligations under this agreement.
Copyright Credit to Owner:
By submitting the Content to Company and assigning the rights of such Content to Company in accordance with the terms and conditions set out herein, Company represents that an adequate credit shall be given to any final published version of such Content distributed by Company.
Representations, Warranties & Undertakings:
Each Party hereby represents and warrants that: (a) it has the full corporate right, power and authority to enter into this Agreement and to perform the acts required hereunder; (b) the execution of this Agreement by each Party and the performance of its obligations and duties hereunder does not violate any agreement to which it is a party or by which it is otherwise bound; and (c) when executed and delivered, the Agreement will constitute the legal, valid and binding obligation of each Party, enforceable against each Party in accordance with its terms.
Owner hereby represents and warrants that;
Owner is the full and legal owner of all rights (including, without limitation, any and all intellectual property rights) in and to the Content and computer software underlying the operation of the Content. The Content is protected by laws and treaties around the world. All rights in the Licensed Content are reserved.
It’s Content does not knowingly or intentionally infringe upon, misappropriate or otherwise violate the intellectual property rights of any third party.
(i) It owns or has obtained all rights to grant the License under this Agreement to Company, and has the full right to assign the rights (including, without limitation, any and all intellectual property rights) in and; to the Content and all information provided by Owner to Company is true, accurate and not misleading; (ii) Owner has obtained all required clearances and paid all monies necessary in order for us to be able to exercise the rights granted by Owner herein and Owner confirms and warrants that Company will not be required to obtain any other or separate rights, clearances or license, nor shall Company be required to make any payments to any parties in order to exercise the rights granted by Owner herein; (iii) all individuals featured in the Content have provided full consent to their inclusion in the Content and Owner has obtained all required consents, permissions and image/appearance releases from any individuals, groups, parties or locations, so that owner is able to grant the rights granted herein, including (but not limited to) Company’s right to use, exhibit, distribute, exploit, sub-license, reproduce and/or edit (without limitation or restriction) such persons’ names, voices, likenesses, appearance and performances contained in the Content. (iv) Owner agrees that Owner shall procure that any necessary third party shall execute, deliver and provide any such additional relevant documents (required by Company) and perform such acts as may reasonably be required for the purpose of giving full effect to this Agreement in a timely manner;
Nothing in the Content, nor its use or exploitation by Company, its permitted licensees and/or any other third parties’ use of the Content as authorized by Company, will infringe or violate the rights or interests of any party (including but not limited to, copyright, trademarks, patent rights, rights of privacy, image rights, moral rights, other statutory, common law or contractual rights of any individual person or entity or any other right of any third party, breach any contract or duty of confidence, constitute a contempt of court, be defamatory, obscene or otherwise unlawful, or bring Company or any third party into disrepute; (e) all facts expressed by Owner in the Content are, to the best of Owner’s knowledge and belief, true and insofar as the Content contains any opinions, these opinions are your own and are genuinely and truly held by Owner; (f) there has been no infringement or likely infringement of any of the Content; (g) Owner has not granted, nor shall Owner grant, to anyone else any right which would prevent or impair in any way Owner’s right to assign the rights (including, without limitation, any and all intellectual property rights) to Company or which conflict with the rights being granted by Owner to Company; and Owner has used its reasonable endeavours to ensure that the Content does not contain any viruses or malware.
Limitation of Liability:
In no event shall Company be liable to the Owner or to any third party for any consequential, indirect, special, incidental, exemplary or punitive damages arising out of or related to this Agreement, the use of the Content by Company. The liabilities limited by this section apply: (a) regardless of the form of action, whether in contract, tort, civil, criminal, or otherwise; (b) even Company is advised in advance of the possibility of the damages in question and even if such damages were foreseeable. If applicable law limits the applicability of this section, then a Company’s liability shall be limited to the maximum extent possible.
Owner shall indemnify, defend, and hold harmless Company and its subsidiaries, affiliates, directors, officers, employees and agents (collectively the “Company Parties”), from and against any claims, suits, legal proceedings, regulatory proceedings, or investigatory proceedings (“Claims”) brought against any Company Parties by any third party and any and all judgments, losses, damages, settlements, liabilities, fines, penalties, costs, and expenses (including reasonable attorneys’ fees and notice costs) (“Losses”) arising as a result of any such Claim, in each case as a result of or in connection with: (a) any false or misleading representation by Owner or any breach by Owner of any of its warranties or obligations under the Agreement; (b) a Claim that the Content infringes any rights including intellectual property right of any third party;
Entire Agreement. The terms and conditions of this Agreement comprise the entire understanding between the Parties in connection with the Licensed Video Content.
Alteration. No alteration, amendment, or modification to any of the provisions of this Agreement shall be valid unless made in writing and signed by all the Parties.
Assignment. Company may assign, transfer, or delegate its rights or obligations under this Agreement, or any part thereof, to any affiliated company, without the prior written approval of the Owner.
Severability. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
No Waiver. No waiver, forbearance, indulgence or consent by either Party to deviate from the provisions of this Agreement shall operate as a waiver of any subsequent right and no analogy shall be made from any such waiver, forbearance, indulgence or consent to any subsequent event.
Notices. All Notices pursuant to this Agreement will be sent to the contacts representatives’ e-mail address, or to such others as either Party may provide in writing (the “Recipient”) and the Parties irrevocably agree that any notice or document sent (including via e-mail ) to the Recipient, shall be lawfully served, and no additional service will be required. The parties shall not raise any objection or claim in respect to such service.
Governing Law and Jurisdiction. This agreement (and any dispute or claim relating to it or its subject matter) will be interpreted, construed and enforced in all respects in accordance with the laws of the State of California, without regard to conflict of laws or to the actual state or country of incorporation or residence of the parties. The parties irrevocably consent to the exclusive jurisdiction of the competent courts of the San Diego district in connection with any action arising under this Agreement and the parties irrevocably waive any claim regarding Israeli courts’ international jurisdiction and/or forum non-conveniens.
Arbitration. Notwithstanding the foregoing, Company has the sole discretion of electing to settle any disputes and actions arising out of this Agreement by binding arbitration before a single arbitrator (the Arbitrator) whose decision rendered in writing, shall be final, conclusive and binding on the parties. The governing law and the rules for arbitration shall be those of the state at which Company elects to submit to arbitration.