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TERMS OF USE
This is an agreement between Viddiction.com. ("viddiction") and You. What we will refer to after this as the "Agreement" includes this document headed "Viddiction Member Agreement" and also any policies, guidelines and amendments that may be incorporated into this Viddiction Member Agreement or presented to You from time to time. This Agreement describes the terms and conditions on which Viddiction offers You participation in Viddiction's video distribution and advertising program and related services. "You" (and "Your", as applicable) means the person or entity identified in the registration form submitted.
PLEASE READ THIS AGREEMENT CAREFULLY. This Agreement sets forth the legally binding terms and conditions for Your participation in the Viddiction Popularity Point Program. By registering, clicking "I Agree" or otherwise participating in the Viddiction Popularity Point Competition, You represent to Viddiction that You are at least eighteen (18) years of age or otherwise capable of entering into and performing legal agreements, and that You agree to be bound by the following terms and conditions. If You register on behalf of a business, You represent to Viddiction that You have the authority to bind that business and Your acceptance of this Agreement will be treated as acceptance by that business. In that event, "You" and "Your" will refer to that business in this Agreement. If You do not accept this Agreement in full, please do not register for or participate in the Viddiction Popularity Point.
With this in mind, You agree to and acknowledge the following:
1. The Viddiction Network
Viddiction develops and maintains a network of video content creators and advertisers. Viddiction also owns related technologies that facilitate the distribution of video content from participating content creators and that provide links to advertising content from participating advertising partners. This network and technology are referred to after this as the "Viddiction Network." Viddiction makes, or may make, the Viddiction Network available to the public through one or more channels. These channels include but are not limited to the following:
(a) Online, via the Viddiction website (currently located at "http://www.viddiction.com") (the "Viddiction Site") and/or via the websites, software applications, plug-ins, blogs, media search engines, toolbars, games, components or downloadable code, and other viral online mediums such as peer-to-peer networks, file sharing, instant messaging and email of Viddiction and Viddiction's distribution partners. All of the channels mentioned above in this section 1(a) are referred to after this collectively as "Online Distribution";
(b) Broadcast, via cable, satellite and digital television, video, laser disc, DVD, CD-Rom and motion picture distribution, whether over-the-air, wireless or in the foregoing hard-copy media (collectively, "Broadcast Distribution"); and
(c) Distribution via mobile phones and other handheld devices ("Mobile Distribution").
All distribution channels, including but not limited to (a), (b) and (c), are referred to collectively as the "Viddiction Syndication Network."
2. The Viddiction Popularity Point
The Viddiction Network, the Viddiction Site, the Viddiction Syndication Network and related products and services are together referred to after this as the "Viddiction Competitions". The Viddiction Popularity Point permits You to participate in, use and/or obtain access to the Viddiction Competitions in a variety of ways. These include but are not limited to the following:
* (a) Participation as a content creator, by creating and submitting video content for distribution in the Viddiction Network. After this, we refer to anyone who participates in this way as an "Artist".
* (b) Participation as an advertising sponsor, by creating and submitting advertising content for distribution in the Viddiction Syndication Network. After this, we refer to anyone who participates in this way as a "Sponsor".
* (c) Participation as a distribution partner, by distributing video content and ads, and other products and services, in the Viddiction Syndication Network, pursuant to the terms of this Agreement. After this, we refer to anyone who participates in this way as a "Syndicator".
* (d) Participation as a member of Viddiction, by submitting reviews, communicating with other Viddiction Popularity Point members and sharing or submitting other information. After this, we refer to anyone who participates in this way as a "Community Member".
* (e) Access to online management services relating to Your websites, video content and advertising campaigns. After this, we refer to such use as "Management Services."
* (f) Access to certain Viddiction applications, software and related services, such as access to Viddiction's API (collectively, the "Applications").
* (g) Access to trial features, products and services ("Trial Features").
We will refer to any participation in the Viddiction Popularity Point Competitions and any use of or access to the Viddiction Competitions as "Participation" or to "Participate." (Participation includes but is not limited to items (a) through (g) above.) Your use of or access to certain features of the Viddiction Popularity Point may require You to agree with and accept additional terms and conditions. If there is a conflict between this Agreement and any additional terms and conditions of use posted for a specific feature, those additional terms and conditions shall have precedence with respect to Your use of or access to that feature.
3. Registration
To Participate, You must register online with Viddiction at the Viddiction Site, or through the websites of a Viddiction third party affiliate or partner, and create a unique, password-protected account ("Account"). You will be responsible for safeguarding Your password. You also take full responsibility for any actions under Your password and Account, whether authorized by You or not. You are responsible for keeping Your Account information current. You acknowledge and agree that Viddiction will have no responsibility or liability, directly or indirectly, for: (i) the availability of the external websites or resources of such third party affiliates or partners; (ii) the acts or omissions of, or any damage or loss caused or alleged to be caused by or in connection with Your use of or reliance on, such third party affiliates or partners, regarding Your Account; or (iii) failure to deliver notices or payments that result from inaccurate Account information.
4. Policies
Your Participation is subject to all applicable Viddiction specification guidelines, requirements and policies which Viddiction may provide from time to time. These include but are not limited to the Copyright Policy You agree to comply with the Policies to enable, as applicable, proper delivery, display, tracking and reporting of actions related to the Viddiction Popularity Point.
5. Modifications
Viddiction, at any time and from time to time, may modify this Agreement and the Policies, or may modify, suspend or discontinue, temporarily or permanently, or the Viddiction Popularity Point or Referal Point Competitions(or any parts thereof). Modifications to this Agreement and Policies will be posted on the Viddiction Site or made in compliance with any notice requirements set forth in this Agreement. Modifications to the Viddiction Competitions or the Viddiction Popularity Point will be effective upon posting to the Viddiction Site. You agree that Viddiction shall not be liable to You or to any third party for any modification, suspension or discontinuance of this Agreement, the Policies, the or the Viddiction Popularity Point or Referal Point Competitions. By continuing to Participate after Viddiction has posted any such modifications or provided any required notices, You agree to be bound by the modifications. Please review this Agreement and the Policies regularly so that You will be apprised of any modifications. If any modification is not acceptable to You, Your only recourse is to cease Participation.
6. Participation
At the time of registration, You will be given the opportunity to choose to participate in the Viddiction Popularity or Referaral Point Competition System. To remain eligible for Participation, You must at all times comply with the terms and conditions of this Agreement and all Policies. Viddiction reserves the right to refuse Participation to any applicant or participant at any time in its sole discretion.
(a) Creators. If You Participate as an Creator, You are solely responsible for all video content You transmit or submit to Viddiction or through the Viddiction Popularity Point, whether created by or for You, including but not limited to graphics, music, sound, images, files, photos, animation, artwork, text, data, information, messages, hypertext links, scripts or other material (collectively, "Video Content"). Viddiction disclaims all liability relating to Your Video Content. As more fully set forth in Section 17 ("Representations and Warranties"), You may not submit Video Content that contains any pornographic, infringing, hate-related, violent or illegal content.
In connection with Viddiction's marketing, distribution and provision of the Viddiction Popularity Point as contemplated herein, You permit Viddiction, as further described in Section 10, to:
* - host, index and cache Your Video Content;
* - tag Your Video Content with information that will be used by Viddiction to identity it as Your Video Content and assist Viddiction in properly tracking and calculating any revenue amounts that You may earn;
* - associate Viddiction's ad insertion software ("Ad Insertion Software") with Your Video Content to enable Viddiction, if applicable and in Viddiction's discretion, to deliver Ads (as defined below) with Your Video Content;
* - distribute, or have distributed, Your Video Content in the Viddiction Syndication Network; and
* - engage in such further actions regarding Your Video Content as may be necessary or appropriate in order to effect the purposes of the Viddiction Popularity Point.
At the time of registration, You agree and accept that Viddiction or its third party distribution partners (for example, internet service providers, television broadcasting companies, mobile phone carriers, other service providers, licensees and the like) (collectively, the "Third Party Service Providers"), may add or remove any or all distribution channels available to You at any time.
Viddiction may, in its sole discretion:
* reject, suspend access to or remove any of Your Video Content from the Viddiction Network at any time that Viddiction deems it unsuitable for the Viddiction Network or for distribution in the Viddiction Syndication Network, including, without limitation, any single-frame Video Content or Video Content that is less than four (4) seconds in duration; and
* modify any meta data You submit with Your Video Content, including without limitation meta tags, age rating, descriptive language, search terms, category and keyword modifiers. Viddiction shall have no liability for taking such actions. You agree and accept that Viddiction does not guarantee that Your Video Content will be distributed on any part of the Viddiction Syndication Network and that distribution may be subject to acceptance by any of the Third Party Service Providers.
During the Term, You may request that Viddiction remove any or all of Your Video Content from the Viddiction Site. Upon such request, Viddiction will remove any Ads associated with such Video Content and Your right to receive compensation, if any, for the removed Video Content will automatically terminate. In accordance with Section 8 ("Revenue and Payment Terms") below, Viddiction will pay You all undisputed amounts for the removed Video Content, if any, due to You within ninety (90) days from the last day of the month in which such request to remove occurs. Upon such a request to remove Video Content, Viddiction will use commercially reasonable efforts to ensure the Video Content is removed from the Viddiction Site within seventy-two (72) hours following Your request. However, You acknowledge and agree that Viddiction shall have no obligation to attempt to remove from distribution:
* any of Your Video Content that is otherwise publicly available through the Internet or other publicly accessible medium; or
In the event that Viddiction fails to remove such requested Video Content from the Viddiction Site within seventy-two (72) hours after Your request for removal, Viddiction shall not be liable to You for damages or charges of any kind in an amount greater than ten dollars ($10). For the avoidance of doubt, Viddiction cannot, and has no obligation to, remove any of Your Video Content that has been distributed through the Viddiction Syndication Network, and the Creative Commons BY-NC-ND License (defined below)that You have granted in Section 10(f) ("Artists: Your Irrevocable Non-Commercial Distribution License") herein shall remain in effect for this purpose only.
(b) Sponsors. If You Participate as a Sponsor, You are solely responsible for all advertising content You transmit or submit to Viddiction or through the Viddiction Popularity Point Competition, whether created by or for You, including but not limited to: (i) artwork, written content, images, photos, graphics, music, animation, data, text, information, URLs, hypertext links, scripts and the content and material included in such components; and (ii) websites and content proximately reachable from such content (collectively, "Ads"). You will be required to read and accept additional written terms and conditions governing Your submission of material to Viddiction Popularity Point Compeitions
Viddiction reserves the right, in its sole and absolute discretion, for any reason or no reason, to revoke Your license to "frame," "mirror" or otherwise copy portions of the Site, the Video Content and Ads and Viddiction content at any time, effective immediately once we give You notice of such revocation. You may not display or distribute Content by any means other than as expressly permitted in writing by Viddiction. If You wish to display and distribute Content via Broadcast Distribution or Mobile Distribution, You must first obtain Viddiction's prior written approval.
You agree and accept that Viddiction, upon request of the applicable Artists or in its sole discretion, may add or remove from the Viddiction Site any or all Video Content available to You at any time. In conjunction with such removal of available Video Content, Viddiction will remove any Ads associated with such Video Content that has been distributed in the Viddiction Syndication Network. Your right to receive compensation, if any, for Your continued distribution of such Video Content with removed Ads will automatically terminate. In accordance with Section 8 ("Revenue and Payment Terms") below, Viddiction will pay You all undisputed amounts for the removed Ads, if any, due to You within ninety (90) days from the last day of the month in which such request to remove occurs.
You agree that You will not:
* modify any specifications, technology or application codes, including without limitation Viddiction's Ad Insertion Software, provided to You by Viddiction or as embedded in the Video Content in any way, unless expressly authorized in writing by Viddiction;
* intersperse any content between Video Content and its related Ad or between an Ad and the Ad page accessed by an end user after clicking on any part of an Ad (the "Advertiser Page"), or otherwise provide anything other than a direct link from Video Content to an Ad or from an Ad to an Advertiser Page;
* disrupt, intercept or redirect an end user away from any Ad links or Advertiser Page or provide a version of the Advertiser Page that is different from the page an end user would access by going directly to the Advertiser Page; or
* frame, minimize, remove or otherwise inhibit the full and complete display of any Advertiser Page.
(d) Community Members. If You register to Participate, You will automatically become a Community Member. As a Community Member, You may communicate with Viddiction and other Account holders, post or publish comments or rating features regarding Video Content and Ads, Viddiction Competitions or the Viddiction Popularity Point in, as may be made available at Viddiction's complete discretion, a discussion group, chat area, bulletin board, feedback area, news group, email functionality or other communication feature. All such communications are referred to after this as "Member Comments". You are solely responsible for all Member Comments You transmit or submit to Viddiction or through the Viddiction Popularity Point, whether created by or for You, including but not limited to websites and content proximately reachable from such Member Comments. Viddiction disclaims all liability relating to Your Member Comments. As more fully set forth in Section 17 ("Representations and Warranties"), You may not submit any Member Comments that contain any sexually suggestive, pornographic, infringing, hate-related, violent or illegal content.
(e) Applications. Your access to and use of certain Applications and accompanying documentation, including but not limited to Viddiction's API or any software made available to You to assist You in uploading Your Video Content, will be subject to the terms of separate license agreements between You and Viddiction. You will be required to read and indicate Your agreement to such separate terms prior to installing or using such Applications.
(f) Trial Features. Some Trial Features may be made available on an as-is basis only, which will be marked as such. Your use of the Trial Features is at Your own risk. All information relating to the Trial Features will be treated as "confidential" in accordance with Section 16 ("Confidential Information").
7. Participation at Your Own Risk
Your Participation is at Your own risk. Although the Viddiction Popularity Point enables users to connect and share Video Content and Member Comments with one another and with end users or viewers, Viddiction has no responsibility to control of monitor any information or exchanges between or among users. Viddiction does not control the Video Content, Ads and Member Comments made available through the Viddiction Competitions. Some people may find Video Content, Ads and Member Comments objectionable, inappropriate or offensive. Viddiction does not control or guarantee, nor is Viddiction responsible for, the truth, accuracy, ownership, completeness, integrity, safety, timeliness, quality, appropriateness, legality or applicability of any Video Content, Ads and Member Comments. Viddiction assumes no responsibility for monitoring any Video Content, Ads or Member Comments or conduct during Participation. If Viddiction chooses, at any time in its sole discretion, to monitor (in whole or in part) Video Content, Ads, Member Comments or conduct during Participation, Viddiction nonetheless assumes no responsibility for Video Content, Ads and Member Comments, no obligation to modify or remove any Video Content, Ads or Member Comments and no responsibility for conduct during Participation. You agree that Viddiction has no responsibility or liability for the deletion or failure to store, maintain or transmit any Video Content, Ads or Member Comments.
8. Revenue and Payment Terms
(a) Payment Terms. Amounts due to You, if any, in connection with Your Participation as a Viddiction Competition, will be determined solely by clicks registered for content belonging to the Member. Payments earned as a result of valid Advertising Actions will accrue and be posted to Your Account. All payments will be made in U.S. Dollars. Generally, accrued payments will be available for withdrawal or transfer thirty (30) days after the end of the calendar month in which they accrued. For example, revenue generated as a result of Advertising Actions on June 30 and July 1 will be available for withdrawal on July 30 and August 30, respectively. Viddiction will not be liable for damages resulting from any failure to post payments to Your Account within such thirty (30) day period. Notwithstanding the foregoing, Viddiction shall make no payments until such accrued payments total at least twenty dollars ($20). You will not be entitled to receive interest on any Account payments. Except as contemplated by subsection (d) ("Exceptions") below, payments will remain in Your Account until: (x) You transfer such amounts to a PayPal Account or other payment system acceptable to Viddiction; (y) You direct Viddiction in writing to distribute such payments to a designated PayPal Account or other payment system acceptable to Viddiction, or (z) Viddiction exercises its options under Section 14 ("Term and Termination") below. If You dispute Viddiction's payments made to You under this Agreement, You must notify Viddiction in writing within thirty (30) days of Viddiction depositing such payment to Your Account. Failure to notify Viddiction in this manner will result in Your waiver of any claim relating to such dispute. Viddiction will use reasonable efforts to resolve any such dispute in good faith, but Viddiction's resolution will be final. You are responsible for any and all applicable taxes or charges imposed by any government entity in connection with Your Participation. Viddiction may change its pricing and/or payment structure at any time, upon thirty (30) days' prior notice of any such change (unless Viddiction is required by law to provide more than thirty (30) days notice). All modified payment terms shall be effective thirty (30) days after notice has been provided to You by Viddiction (or such other time period specified in such notice). If any such modified payment terms are not acceptable to You, Your only recourse is to cease Participation. By continuing to Participate following notice of any modified payment terms as set forth herein, You accept and agree to be bound by such modified payment terms. For the purposes of checking credit, effecting payment and/or servicing Your Account, Viddiction may share with third parties, such as payment processors and/or credit agencies, any credit card and related payment information that You provide.
(b) Exceptions. Viddiction will have no obligation to pay any amounts, and is permitted to deduct or withhold any amounts from or posted to Your Account, determined or reasonably suspected by Viddiction in its sole discretion to have resulted from: (i) Action Fraud (as defined in Section 11 ("Action Fraud") below), including without limitation through any clicks originating from Your IP addresses or computers under Your control, solicited by payment of money, false representation or request for end users to click on Ads, or Actions co-mingled with a significant number of invalid Advertising Actions; (ii) Advertising Actions originating on Video Content that breaches this Agreement, including but not limited to the restrictions set forth in Section 12 ("Adult Content") and Section 13 ("Copyright Infringement"); or (iii) fraudulent, misleading or false activities. Viddiction reserves the right to withhold or deduct payment, if applicable, or suspend or otherwise disable Your Account, pending Viddiction's reasonable investigation of any of the foregoing or any breach of this Agreement by You.
9. Privacy
Participation is governed by the Viddiction Privacy Polic, which is incorporated into this Agreement by reference. Furthermore, by Participating, You understand that when You (or Your end users if You are a Syndicator) view or interact with Viddiction Competitions and features of the Viddiction Popularity Point (for example, by clicking on an Ad), Viddiction may collect (and You may provide to Viddiction) information that is specific to how You (or Your end users) access and use the Internet as well as how You (or Your end users) view and/or interact with Viddiction Competitions ("Access Information"). Access Information may include, but is not limited to, an IP address, the website a user is logged onto, the geographic location of the IP address the user is using to access the Internet, the type of browser used, which and how many web pages have been viewed by the user, search terms used, referring/exit pages, platform type and date/time information. This information is anonymous and does not personally identify a user. Viddiction uses Access Information for the purpose of monitoring delivery and distribution of the Video Content and Ads, improving Ad targeting, delivery and reporting, improving the Viddiction Competitions and the Viddiction Popularity Point and measuring their effectiveness with users. Access Information may be shared with Viddiction's Third Party Services Providers, affiliates, business partners, sponsors, advertisers, employees, customers and distribution partners.
10. Proprietary Rights & Licenses
(a) Viddiction's Ownership Rights. Viddiction and its licensors own all right, title and interest, including without limitation all worldwide intellectual property rights in the Viddiction Competitions and the Viddiction Popularity Point, and all such rights to all derivative works or enhancements of, in and to, or relating to, the Viddiction Competitions and the Viddiction Popularity Point. By entering into this Agreement or by Your Participation, You will not acquire any intellectual property or similar rights in the Viddiction Competitions, the Viddiction Popularity Point or related products and services. You agree You will not (i) remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Viddiction Competitions, the Viddiction Popularity Point or related products and services; or (ii) use Viddiction's name, logo, trademark, trade names or service marks except as expressly permitted in this Agreement without Viddiction's prior written consent.
(b) Your Ownership Rights. Subject to the licenses You are granting in this Agreement, You retain all right, title and interest, including without limitation all worldwide intellectual property rights, in and to Your Video Content that is submitted, posted or displayed by You on or through the Viddiction Competitions and Viddiction Popularity Point. Viddiction shall not acquire any right, title or interest in or to such Video Content, except as provided herein. Any rights not granted by You herein are deemed retained by You. As more fully described in Section 14 ("Term and Termination"), You have the right to terminate this Agreement and revoke certain licenses You are granting in this Agreement, with respect to all Video Content You provide or with respect to particular works You provide. If You choose to revoke any of Your revocable licenses, Viddiction will use commercially reasonable efforts to remove Your Video Content from the Viddiction Site reasonably promptly upon receipt of Your notice of revocation and will make reasonable efforts to notify authorized Syndicators (i.e., those distributing Your Video Content with Ads) for whom it has current and up-to-date information. You acknowledge that You are aware that Viddiction has limited practical ability to control or monitor possible infringement of Your intellectual property rights by other parties and that Viddiction assumes no responsibility for controlling or monitoring such intellectual property rights. In addition, Viddiction is not responsible for enforcing Your intellectual property or for suing or taking other legal action against infringers or against Syndicators who fail to cease using Your Video Content upon revocation. You or a third party licensor, as appropriate, are responsible for protecting Your intellectual property rights. Viddiction may, at its discretion, choose to assist You in connection with protecting or enforcing Your intellectual property rights in a particular instance; in such event, this does not mean that Viddiction has an obligation to do so in any other instance and this does not mean that Viddiction has an obligation to effectively protect or enforce Your intellectual property rights.
(c) Viddiction's Trademark License to You. During the term of this Agreement, and subject to Your compliance with the terms and conditions of this Agreement, You will have the right to use the trade names, trademarks, logos and designations in or associated with the Viddiction Network (the "Viddiction Marks") solely for purposes of identifying Viddiction and solely in connection with Your permitted activities under this Agreement. You agree that the Viddiction Marks and all associated goodwill are and will remain the sole property of Viddiction, that any goodwill generated as a result of Your licensed use of Viddiction Marks belongs exclusively to Viddiction and inures solely to the benefit of Viddiction, and that Your use of Viddiction Marks is subject to Viddiction's control of the quality of any products or services with respect to which You may be authorized to use Viddiction Marks.
(d) Artists: Your Revocable Limited License to Viddiction. In connection with Your Participation as an Artist, and solely insofar as such supplemental distribution channels (i.e., Broadcast Distribution and/or Mobile Distribution) are made available to and selected by You, in order to allow Viddiction to distribute Your Video Content in the Viddiction Syndication Network through Broadcast Distribution and/or Mobile Distribution as selected by You, You hereby grant (or warrant that the owner of such rights has expressly granted) to Viddiction a worldwide, revocable, non-exclusive, sublicensable, limited right and license to use, reproduce, modify and adapt (solely to permit Viddiction to conform and adapt Your Video Content to technical requirements, including without limitation the right to adapt to streaming, downloading, broadcast, mobile, digital, thumbnail, scanning or other technologies), excerpt, publish, transmit, publicly perform, display, reference, store, host, index and cache, in any form, medium or technology now known or later developed, any Video Content, Member Comments or materials You submit to Viddiction, in whole or in part, whether created by or for You, by any method, and in any and all media, whether currently existing or hereafter developed. You understand that Your revocable limited license to Viddiction includes Your grant to Viddiction of the right to create, display and distribute (as set forth more fully in the previous sentence) a derivative work based on Your Video Content, which derivative work is comprised solely of Your Video Content as adapted to include Viddiction's computer software, including Viddiction's Ad Insertion Software, whose functions are to enable Ads to be associated with Your Video Content, to identity Your submission as Your Video Content, to assist Viddiction in properly tracking and calculating any revenue amounts that You or Syndicators may earn, and to effect related functions. (After this we refer to the aforementioned derivative work as "Your Video Content Posted on Viddiction." Viddiction's rights, with respect to Your Video Content Posted on Viddiction, are limited to its rights set forth in this Agreement, and Viddiction expressly waives and disclaims, with respect to You, any other rights it might otherwise hold to Your Video Content Posted on Viddiction under copyright law. As more fully described in Section 14 ("Term and Termination"), this license will terminate: (i) with respect to any Video Content that You have requested be removed in accordance with Section 6(a) ("Participation (Artists)"); and (ii) upon termination of the Agreement in accordance with Section 14 ("Term and Termination").
(e) Artists: Your Revocable Online Commercial Distribution License. In connection with Your Participation as an Artist, in order to allow Viddiction and others to distribute Your Video Content Posted on Viddiction in the Viddiction Syndication Network through Online Distribution, You hereby grant (or warrant that the owner of such rights has expressly granted) to Viddiction, Third Party Service Providers and Syndicators a limited, revocable right to use, reproduce, publicly perform, distribute and display Your Video Content Posted on Viddiction for monetary compensation or commercial purposes in the Viddiction Syndication Network as contemplated by this Agreement and to engage in such further actions relating to and in connection with Your Video Content as may be necessary or appropriate in order to effect the purposes of the Viddiction Syndication Network.
(f) Artists: Your Irrevocable Non-Commercial Distribution License. In connection with Your Participation as an Artist, You hereby grant (or warrant that the owner of such rights has expressly granted) to any persons or entities who want to use Your Video Content Posted on Viddiction in a manner not intended for commercial advantage or private monetary compensation, a right to use, reproduce, publicly perform, distribute and display Your Video Content Posted on Viddiction for non-commercial purposes pursuant to the terms and conditions of the Creative Commons "Attribution-NonCommercial-NoDerivs 2.5" license located at http://creativecommons.org/licenses/by-nc-nd/2.5/legalcode (the "Creative Commons BY-NC-ND License"). Insofar as Viddiction holds any rights to Your Video Content Posted on Viddiction pursuant to Section 10(d) of this Agreement, Viddiction also grants the rights stated in this paragraph to such persons or entities pursuant to the Creative Commons BY-NC-ND License.
(g) Artists: Your Revocable Broadcast and Mobile Distribution License. In connection with Your Participation as an Artist, in order to allow Viddiction to distribute Your Video Content in the Viddiction Syndication Network through Broadcast Distribution and Mobile Distribution, solely insofar as such distribution is made available to and selected by You, You hereby grant (or warrant that the owner of such rights has expressly granted) to Viddiction a worldwide, revocable, royalty-free, non-exclusive sublicensable right and license to: (i) use, reproduce, modify and adapt (solely to conform and adapt to technical requirements, including without limitation the right to adapt to streaming, downloading, broadcast, mobile, digital, thumbnail, scanning or other technologies), reference, store, host, index and cache, and (ii) excerpt, publish, transmit, distribute, publicly perform, display in the Viddiction Syndication Network through Broadcast Distribution and Mobile Distribution, in any form, medium or technology now known or later developed, Your Video Content or materials You submit to Viddiction, in whole or in part, whether created by or for You, by any method, and in any and all media, whether currently existing or hereafter developed, in connection with Viddiction's marketing, distribution and provision of the Viddiction Competitions and Viddiction Popularity Point. This license gives Viddiction the right to display and distribute, or have displayed and distributed, Your Video Content via Broadcast Distribution and Mobile Distribution for no fee to the end user. Viddiction reserves the right to display Ads in connection with any Broadcast Distribution and Mobile Distribution of Your Video Content.
(h) Sponsors: Your License to Viddiction. The licenses relating to the use and distribution of Your Ads will be set forth in any Advertiser Agreement between You and Viddiction.
(i) Syndicators: Your Revocable Right to Commercially Distribute Viddictionized Video Content. Subject to Your compliance with the terms and conditions of this Agreement, You have a limited, revocable, non-sublicensable right to use, reproduce, publicly perform, distribute and display for commercial purposes, solely via Online Distribution in the Viddiction Syndication Network as contemplated by this Agreement, Viddictionized Video Content made available to You by Viddiction, and to engage in such further actions relating to and in connection with such Viddictionized Video Content as may be necessary or appropriate in order to effect the purposes of the Viddiction Syndication Network. Upon termination of this Agreement or any individual Viddictionized Video Content right granted hereunder, by Viddiction, an Artist or a Sponsor, Your rights to use and distribute such Viddictionized Video Content for commercial purposes will immediately cease; however, Your rights to use, reproduce, publicly perform, distribute and display Viddictionized Video Content for non-commercial purposes and without monetary compensation pursuant to the terms and conditions of the Creative Commons BY-NC-ND License will continue, so long as You adhere to the terms and conditions of the Creative Commons BY-NC-ND License. You may not display or distribute Video Content or Ads via Broadcast Distribution or Mobile Distribution unless You have first obtained Viddiction's express prior written approval to do so under a separate written agreement executed by both You and Viddiction.
(j) Community Members: Your License to Viddiction. In connection with Your Participation as a Community Member, by uploading, submitting, emailing, posting, publishing or otherwise transmitting any Member Comments, You hereby grant (or warrant that the owner of such rights has expressly granted) Viddiction a worldwide, royalty-free, non-exclusive, sublicensable, perpetual and irrevocable right and license to use, reproduce, modify, adapt, create derivative works of, perform, display, distribute, publish and transmit such Member Comments in any form, medium or technology now known or later developed. You warrant that any Member Comments You submit do not infringe upon any rights, including intellectual property rights, of any other parties. In addition, You warrant that all so-called moral rights in the Member Comments have been waived.
(k) Your Information. You authorize Viddiction to use, as applicable to Your Participation, Your trademarks, service marks, trade names, proprietary logos, domain names, Syndication Site usage statistics and any other source or business identifiers (collectively, "Your Information") in presentations, as a feature on the Viddiction Site, marketing materials, customer lists and financial reports, in connection with Viddiction's marketing, distribution and provision of the Viddiction Competitions and Viddiction Popularity Point. You also grant Viddiction a non-exclusive license to index and cache Your Information and any portion thereof, by manual or automated means (including with web spiders and crawlers), for purposes of promoting, providing and improving the Viddiction Competitions and the Viddiction Popularity Point and for soliciting other distributors, publishers, creators and advertisers to use the Viddiction Competitions and Participate. You acknowledge and agree: (i) that You understand that You may provide, and Viddiction may collect, Your Information during Your Participation; and (ii) that Your Information may be shared with Viddiction's affiliates, business partners, sponsors, advertisers, employees, customers and distribution partners.
(l) No Endorsement; No Publicity. Viddiction does not endorse, verify, evaluate or guarantee any information or Video Content or Ads provided by users, including You, and nothing shall be considered as an endorsement, verification or guarantee of any information or Video Content or Ads. You shall not create or distribute information, including but not limited to advertisements, press releases or other marketing materials, or include links to any sites which offer such information, (i) containing or suggesting an endorsement by Viddiction of You or Your Video Content or Ads; or (ii) relating to this Agreement, without the prior review and written approval of Viddiction. Notwithstanding the foregoing, You may accurately disclose and describe Your Participation and Your Video Content (for example, describing and promoting Your Video Content on Your blog or in emails).
(m) Reserved Rights. You will not attempt to modify, prepare derivative works from, translate, adapt, edit, decompile, disassemble or reverse engineer any specifications, technology, applications or software programs provided or made accessible to You or used by Viddiction in connection with the Viddiction Competitions and Viddiction Popularity Point in any way, unless expressly authorized in writing by Viddiction. Viddiction may modify the format and look and feel of the Viddiction Competitions and Viddiction Popularity Point from time to time. Excluding Your Video Content or Ads, You agree to assign and hereby do assign to Viddiction and its licensors (as applicable) all right, title and interest in and to any part of the Viddiction Competitions and Viddiction Popularity Point that You may have or acquire during Your Participation. You warrant that all so-called moral rights You may have in the Viddiction Competitions or Viddiction Popularity Point are hereby waived. You will not delete, remove, obscure or in any manner alter the copyright, trademark, license or other proprietary rights notices affixed to or contained in the Viddiction Competitions or Viddiction Popularity Point. Any rights not expressly granted herein are deemed withheld.
11. Action Fraud
You will not, and will not authorize any party to, directly or indirectly, generate automated, fraudulent or otherwise invalid Advertising Actions. If, in Viddiction's reasonable business judgment, Advertising Actions or activity related to Your Account is suspected or determined to be so-called "click fraud" or "impression fraud", whether in any automated or human way, by the use of a person, an automated script or a computer program (for example, online robots or "bots") to click on an Ad, or any other fraudulent means, to increase impressions, skew results or imitate a legitimate user of a web browser, for example, by clicking on an Ad for the purpose of generating an improper click value and generating revenue (collectively, "Action Fraud"), Viddiction may suspend or otherwise disable Your Account until such time as the matter is resolved to Viddiction's satisfaction.
12. Adult Content
You will not use the Viddiction Site or Viddiction Popularity Point for any purpose or in any manner to display, post or make available any sexual, pornographic or erotic material nor upload, email, post, publish, distribute, transmit, submit or otherwise make available through the Viddiction Site or Viddiction Popularity Point any Video Content, Ads or Member Comments, that is of, or is suggestive of, a sexual, pornographic or erotic nature ("Adult Content"). Examples of content that Viddiction, in its sole discretion, considers to be Adult Content include, but are not limited to material that is pornographic, obscene, indecent or profane in its use of sexual language or description or depictions of sexual acts. If Viddiction finds Video Content that it determines, in its sole discretion, contains Adult Content, Viddiction may, without notice, remove or block access to such Video Content. Viddiction reserves the right to suspend or cancel at any time and without notice Your Account, or deduct or withhold payments related to any Video Content or Ads, that Viddiction, in its sole discretion, determines to be in violation of this Section. Viddiction will take all appropriate steps with Video Content that Viddiction believes violates applicable laws, including cooperation with any law enforcement investigation. If You see content that You believe is Adult Content or is in violation of law or this Section, You should contact Viddiction immediately.
13. Copyright Infringement
You will not use the Viddiction Site or Viddiction Popularity Point for any purpose or in any manner that infringes the copyrights of any third party, nor will You upload, email, post, publish, distribute, transmit, submit or otherwise make available through the Viddiction Site or Viddiction Popularity Point any content, that infringes the copyrighted works or violates the intellectual property rights of any third party. In accordance with the Digital Millennium Copyright Act of 1998 (the "DMCA") (the text of which may be found on the U.S. Copyright Office website at "http://lcweb.loc.gov/copyright/"), it is Viddiction's policy to respond to notices of any actual or alleged infringement that are reported to Viddiction's "Designated Copyright Agent" and that comply with the DMCA. It is Viddiction's policy to terminate the Accounts of users of repeat infringers or of users repeatedly charged with infringement, in appropriate circumstances. If You believe that a work has been copied in a way that constitutes copyright infringement, You should send a notice of infringement to Viddiction's Designated Copyright Agent in accordance with Viddiction's Copyright Policy (http://one.viddiction.com/viddiction/go/copyright), incorporated herein, at the address indicated in Viddiction's Copyright Policy.
14. Term and Termination
(a) Termination. Viddiction may immediately terminate this Agreement, or cancel the Viddiction Popularity Point, for any reason at any time. You may terminate this Agreement at any time by disabling Your Account or providing notice to Viddiction as set forth in Section 15 ("Notifications").
(b) Effect of Termination. General. Upon termination or expiration of this Agreement, Your right to Participate (including but not limited Your right to receive compensation, if any, as an Artist or a Syndicator) will automatically terminate. In the event of termination, Your Account will be disabled and You may not be granted access to Your Account or any files or other content contained in Your Account although residual copies of information may remain in the Viddiction Popularity Point system. Upon termination: (i) all licenses granted to You hereunder will immediately terminate; (ii) You will promptly destroy all copies of Viddiction content in Your possession or control; and (iii) Viddiction will pay all undisputed amounts, if any, due to You within ninety (90) days from the last day of the month in which termination occurs. In no event, however, shall Viddiction make payments for any earned balance less than twenty dollars ($20). Upon termination, Viddiction may continue to use any user analytics collected hereunder for solely internal (including archival) purposes, and all related licenses You have granted Viddiction shall remain in effect for this purpose only. In the event that this Agreement or the Viddiction Popularity Point expires or is terminated, Viddiction shall not be obligated to return any materials to You.
Members. Upon termination, Viddiction will remove any Ads or deactivate any Ad links associated with Your Video Content. Although Viddiction will use commercially reasonable efforts to ensure Your Video Content is removed from the Viddiction Site within seventy-two (72) hours following termination, Viddiction shall have no obligation to remove any of Your Video Content that: (i) is otherwise publicly available through the Internet or other publicly accessible medium; or (ii) any of Your Video Content that is distributed by Syndicators in the Viddiction Syndication Network or their end users without monetary compensation as set forth in Section 10(f) ("Artists: Your Irrevocable Non-Commercial Distribution License"). In the event that Viddiction does not remove Your Video Content from the Viddiction Site within seventy-two (72) hours through inadvertence or other error, Viddiction shall not be liable to You for damages or charges of any kind in an amount greater than the revenues You would have been entitled to under this Agreement but for the termination. For the avoidance of doubt, Viddiction cannot, and has no obligation to, remove any of Your Video Content that has been distributed through the Viddiction Syndication Network, and the Creative Commons Licenses You have granted in Section 10(f) herein shall remain in effect for this purpose only.
(c) Survival. The rights and obligations contained in Section 10(a) ("Viddiction's Ownership Rights") and 10(b) ("Your Ownership Rights"), Section 10(f) ("Artists: Your Irrevocable Non-Commercial Distribution License"), Section 10(j) ("Syndicators: Your Right to Distribute Other Materials"), Section 14(b) ("Effect of Termination"), Section 14(c) ("Survival"), Section 16 ("Confidential Information"), Section 19 ("Indemnity"), Section 20 ("No Guarantees; Warranty Disclaimers"), Section 21 ("Limitation of Liability") and Section 22 ("General") of this Agreement will survive termination or expiration of this Agreement for any reason.
15. Notifications
Viddiction may provide notices to You by email to the email address specified in Your Account, by posting a message to Your Account interface or by posting a message to the Viddiction Site, and is deemed received when sent (for email) or no more than fifteen (15) days after having been posted (for messages to Your Account interface or on the Viddiction Site). Any notices to Viddiction must be sent either: (i) via first class or air mail or overnight courier to Brainstem Cybermedia, LLC. 10500 Rockville Pike, #1701, Rockville, MD 20852; or (ii) via confirmed facsimile (emailed to Admin), with a copy sent via first class or air mail or overnight courier, and are deemed given upon receipt.
16. Confidential Information
During the term of this Agreement, You may receive confidential information from Viddiction related to Your Participation. Except as expressly authorized by this Agreement or necessary for performance under this Agreement, You will use reasonable efforts to maintain the confidentiality of all such information and You will not disclose such information without the prior written consent of Viddiction. In no event will You use less effort to maintain the confidentiality of such information than You ordinarily use with respect to Your own confidential information. The foregoing will not restrict You from disclosing confidential information of Viddiction: (a) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that if You are required to make such a disclosure, You give reasonable and timely notice to Viddiction to contest such order or requirement; and (b) on a confidential basis to Your legal or financial advisors, or prospective acquirers or investors. Examples of Viddiction confidential information include without limitation: (i) all software, technology, services, algorithms, search engines and search indices, programming, specifications, materials, guidelines and documentation relating to the Viddiction Competitions and the Viddiction Popularity Point; (ii) click-through or Advertising Action rates, conversion rates and other statistics relating to the Viddiction Competitions and the Viddiction Popularity Point; and (iii) Trial Features or any other information designated in writing by Viddiction as "Confidential" or an equivalent designation. Notwithstanding the foregoing, You may accurately disclose the amount of Viddiction's payments, if any, to You made pursuant to this Agreement. Confidential information does not include information that: (w) is or becomes generally known to the public through no fault of or breach of this Agreement by You; (x) is rightfully known by You at the time of disclosure without a confidentiality obligation; (y) is independently developed by You without use of Viddiction's confidential information; or (z) You rightfully obtain from a third party without disclosure restrictions.
17. Representation & Warranties
(a) Your Authority. You represent and warrant to Viddiction that: (i) You have all requisite power and authority, corporate or otherwise, to enter into this Agreement, conduct Yourself and Your business and to execute, deliver, and perform all of Your obligations under this Agreement; (ii) You have provided, and will continue to provide, information that is correct and current; (iii) You are the owner—or the authorized agent of the owner—of Your Video Content (if You are an Artist), Your Ads (if You are a Sponsor), Your Syndication Sites (if You are a Syndicator), and Your Member Comments (if You are a Community Member) and have full technical and editorial control of the same; (iv) You have the right to grant the licenses granted under this Agreement; (v) Your performance under this Agreement and/or the rights granted herein do not and will not conflict with or result in a breach or violation of any of the terms or provisions, or constitute a default under any contract or agreement, to which You are currently bound or will become bound in the future; (vi)Your performance under this Agreement will comply with all applicable laws, rules and regulations (including, without limitation, export control, privacy and obscenity laws), domestic or foreign; (vii) You will Participate solely for the purposes intended and expressly permitted.
(b) Your Materials. You represent and warrant that Your Video Content (if You are an Artist), Your Ads (if You are a Sponsor), Your Syndication Sites (if You are a Syndicator), Your Member Comments (if You are a Community Member) or any other information or material You submit or make available to others during Your Participation, and Viddiction's use thereof pursuant to this Agreement, (i) do not and will not, directly or indirectly, violate, infringe or breach any duty toward or rights of any person or entity, including without limitation any copyright, trademark, service mark, trade secret, other intellectual property, publicity or privacy right; (ii) do not contain Adult Content; (iii) are not fraudulent, misleading, hateful, tortuous, defamatory, slanderous, libelous, abusive, violent, threatening, profane, vulgar or obscene; (iv) do not harass others, promote bigotry, racism, hatred or harm against any individual or group, promote discrimination based on race, sex, religion, nationality, sexual orientation or age, or otherwise interfere with another party's use of the Viddiction Competitions or Participation in the Viddiction Popularity Point; (v) do not promote illegal or harmful activities or substances (including without limitation activities that promote or provide instructional information about activities such as making or buying illegal weapons or substances); (vi) are not illegal, unlawful or contrary to the laws or regulations in any state or country where, as applicable, Your Video Content, Your Ads and Your Syndication Sites are created, displayed or accessed; (vii) do not contain any computer programming routines or viruses (including without limitation time bombs, Trojan Horses, worms, Easter Eggs, drop dead devices or cancelbots) that are intended to damage, interfere with, intercept or expropriate any system data or personal information, permit unauthorized access to or Participation in the Viddiction Popularity Point or disable, damage or erase any portion of the Video Content or Ads processed or stored therein; or (viii) do not constitute unsolicited bulk email, junk mail, spam or chain letters.
(c) Your Actions. You represent and warrant that You will not, and will not authorize or encourage any third party to, directly or indirectly: (i) obtain any information or materials relating to the Viddiction Competitions or the Viddiction Popularity Point through any means not intentionally made available by Viddiction to You, or attempt to gain unauthorized access to Viddiction's database, technology, computer systems or networks associated with the Viddiction Competitions or the Viddiction Popularity Point; or (ii) engage in any activity that disrupts, diminishes the quality of, interferes with the performance of or impairs the functionality of the Viddiction Competitions and the Viddiction Popularity Point.
(d) Cooperation. You agree to cooperate fully with Viddiction to investigate any suspected or actual activity that is in breach of this Agreement. You acknowledge that any violation of this Section 17 ("Representations and Warranties") is a material breach of this Agreement and that Viddiction may pursue any and all applicable legal and equitable remedies against You, including an immediate suspension of Your Account or termination of this Agreement, and the pursuit of all available civil or criminal remedies. Viddiction reserves the right to investigate, at its own discretion, any activity that Viddiction suspects may violate this Agreement. Viddiction may, as applicable, withhold payment, notify Your bank, the authorities, suspend or cancel Your Account and/or take appropriate actions at any time without notice to You if Viddiction, in its sole discretion, (i) suspects that You have breached or failed to comply (in full or in part) with any provision of this Agreement or any Policies or rules established by Viddiction; or (ii) suspects that Your actions may be illegal or cause liability.
18. Links
The Viddiction Competitions and the Viddiction Popularity Point Competitions may provide, or third parties may provide, links to other websites or resources. Because Viddiction has no control over such sites and resources, You acknowledge and agree that Viddiction is not responsible for the availability of such external websites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, services or other materials on or available from such websites or resources. You further acknowledge and agree that Viddiction shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such website or resource.
19. Indemnity
You will indemnify, defend and hold Viddiction and its officers, directors, employees, shareholders, successors, agents, affiliates, subsidiaries and applicable third parties (e.g., relevant content creators, advertisers, syndication partners, referral partners, service providers, licensors, licensees, consultants and contractors) (collectively, the "Viddiction Entities") harmless from and against any claims, liabilities, losses, costs, damages or expenses (including reasonable attorneys' fees and costs) directly or indirectly arising out of or in any way relating to: (i) Your gross negligence or willful misconduct; (ii) Your Video Content (if You are an Artist), Your Ads (if You are a Sponsor), Your Syndication Sites (if You are a Syndicator), Your Member Comments (if You are a Community Member) or any other information or material You submit during Participation; (iii) Your conduct, including Your use of Viddiction Competitions or any other actions related to Your Participation; (iv) any actual violation or breach of this Agreement, or allegation of such violation or breach by a third party, including breach of any representation made by You hereunder; or (v) the alleged or actual violation or infringement of any intellectual property, privacy, publicity, confidentiality or proprietary rights of any third-party as a result of any action or Participation by You (collectively, the "Claims"). You are solely responsible for defending any such Claims, and for payment of losses, costs, damages or expenses resulting from the foregoing to both a third party and to the Viddiction Entities. Viddiction shall have the right to withhold any payments due to You, if any, to offset liabilities and expenses covered hereunder. Viddiction shall have the right, in its sole discretion, to select its own legal counsel to defend Viddiction from any Claims (but by doing so shall not excuse Your indemnity obligations) and You shall be solely responsible for the payment of all Viddiction's reasonable attorneys' fees incurred in connection therewith. You shall notify Viddiction immediately if You become aware of any actual or potential claims, suits, actions, allegations or charges that could affect Your or Viddiction's ability to fully perform their respective duties or to exercise its rights under this Agreement. You shall not, without the prior written approval of Viddiction, settle, dispose or enter into any proposed settlement or resolution of any Claim (whether having been finally adjudicated or otherwise) brought against You, if such settlement or resolution results in any obligation or liability for Viddiction.
20. No Guarantees; Warranty Disclaimer
(a) No Guarantees. Viddiction makes no guarantees: (i) regarding the availability, operation, maintenance, timing or delivery of the Viddiction Competitions, the Viddiction Popularity Point or any distribution channel (or any portion thereof); (ii) that Participation will secure any success or generate any revenue or the amount of payment (if any) to be made hereunder; (iii) that Video Content or Ads will be distributed in the Viddiction Syndication Network; (iv) regarding the relevancy of any Ads to Video Content; or (v) regarding Advertising Action rates, including the level or number of clicks, conversions to sales or impressions on any Ad, in connection with Video Content.
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