Terms of Submission
COMEDY TECHNOLOGIES, INC. (DBA IMGN MEDIA) TERMS OF SUBMISSIONS
THIS AGREEMENT (“Agreement”) between content submitter (the “Licensor”) and Comedy Technologies, Inc. (DBA IMGN Media), its successors, affiliates, licensees and assigns (collectively, “IMGN”) with respect to the Licensed Rights (as defined below) granted to IMGN from Licensor over all of the Content (as defined below) upon submission of Content.
Content. Content shall be any text, files, video, image, audio or visual work(s) or other materials submitted by Licensor to IMGN including but not limited to any and all intellectual properties, trademarks, logos, signage, sounds, music, statements and any and all other rights depicted or contained therein (“Content”).
Ownership. Upon submitting Content to IMGN, you retain ownership of any intellectual property rights you hold in and to the Content
Licensed Rights. Licensor grants IMGN a non-exclusive, perpetual, royalty-free, worldwide, assignable, sub-licensable and irrevocable right and license to use, reproduce, modify, adapt, rearrange, promote, market, exploit and monetize, prepare derivative works based on, perform, display, publish, distribute, transmit, stream, broadcast and otherwise exploit such Content in any form, method, medium, platform or technology now known or later developed, including without limitation on any and all of IMGN’s properties (fully-owned and partly-owned) including but not limited to social media channels, websites, mobile apps, for any purpose whatsoever as IMGN in its sole discretion may determine, including for the purpose of marketing, advertising and promotion (the “Licensed Rights”).
Licensor Representations & Warranties. You represent and warrant that (1) you have ownership of all rights of every kind in and to Content or have the necessary licenses, rights, consents, and permissions to grant the foregoing Licensed Rights, and that no part of Content violates or infringes any rights of a third person (2) that you have not previously entered into any other agreement in connection with Content that would conflict with the terms hereof, and that all of the individuals and entities connected with the production of Content in any way have authorized and approved your use thereof; (3) IMGN shall have any and all rights to use all names, likenesses, appearance, voices, photographs and performances contained in Content. You further grant to IMGN, on an exclusive, worldwide, royalty-free, assignable and sub-licensable, perpetual and irrevocable basis, all patent, trademark, trade secret, copyright or other proprietary rights in and to Content.
Compilations & Memes. You acknowledge and agree that IMGN shall own all rights, title and interest in and to all derivative works, compilations and “meme versions” of Content that are created by IMGN, including without limitation all worldwide intellectual property rights therein. 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 IMGN.
Licensed Rights Are Clear. IMGN may offer the opportunity for, but not the guarantee of, compensation to you in connection with the distribution and exploitation of the Licensed Rights. In any event, no Content shall be payable for the syndication usage and/or promotional usage of Content by IMGN or its licensees, affiliates or assignees. IMGN will have no obligation to pay Licensor any fees for Content.
Termination. The Agreement shall only be terminable upon the mutual agreement of the parties. IMGN’s consent may be granted or denied in IMGN’s sole discretion. IMGN may terminate this Agreement at any time. Termination of this Agreement shall not impact any prior Licensed Rights of IMGN over Content, which shall continue indefinitely and remain in full effect under this Agreement.
Release and Indemnity. Licensor hereby agrees to indemnify, release and hold harmless IMGN, 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 this Agreement, 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 IMGN of the License Rights granted under this this Agreement. Licensor acknowledges that IMGN is relying on the representations made by Licensor in accordance with thisAgreement and a breach by Licensor would cause IMGN irrevocable injury and damage that cannot be adequately compensated by damages in an action at law and Licensor therefore expressly agrees that, without limiting IMGN’s remedies, IMGN shall be entitled to injunctive and other equitable relief.
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, IMGN, or this Agreement without IMGN’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 Licensed Rights solely to IMGN. Licensor acknowledges that thisAgreement 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 this Agreement, or any statute, ordinance, rule, regulation, other law, or court order.
Miscellaneous. Licensor acknowledges and warrants that its agreement to this Agreement has not been induced by any representation or assurance not contained herein. This Agreement supersedes and replaces all prior agreements, negotiations or understandings in connection with the Licensed Rights, including without limitation any simplified explanation of the Agreement herein, and in the event there are any inconsistencies between this English-language contract and any translations of Agreement and conditions, the English-language version shall prevail. This Agreement 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 this Agreement is found to be unlawful or unenforceable, such provision shall be limited only to the extent necessary, with all other provisions of this Agreement remaining in effect. The waiver by either party or consent to a breach of any provision of this Agreement 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. IMGN shall have the right to assign freely the Licensed Rights and/or any of IMGN’s other rights hereunder to any person or entity (by operation of law or otherwise). Licensor may not assign its rights hereunder.
Choice of Law/Dispute Resolution. This Agreement shall be deemed to have been agreed upon within the State of California, and the rights and obligations of the parties hereunder shall be construed and enforced in accordance with, and governed by, the laws of the State of California, without regard to the conflicts of law principles thereof. The parties agree to the personal jurisdiction by and venue in Los Angeles, California, and waive any objection to such jurisdiction or venue irrespective of the fact that a party may not be a resident of that state. EXCEPT FOR IMGN’S EQUITABLE RIGHTS AS SET FORTH IN THIS AGREEMENT, THE PARTIES HEREBY AGREE TO SUBMIT ANY DISPUTES OR CONTROVERSIES ARISING FROM, RELATING TO OR IN CONNECTION WITH THISAGREEMENT OR THE PARTIES’ RESPECTIVE OBLIGATIONS IN CONNECTION OF AUTHORS” OR ANY OTHER RIGHT OF ANY PERSON OR ENTITY, TO BINDING ARBITRATION IN LOS ANGELES, CALIFORNIA 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 this Agreement, 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.