AUDIO / VISUAL SUBMISSION AGREEMENT
1. Grant of Rights
(a) In consideration of your use of the Site and the publicity you and your Work(s) will receive from the Site, you hereby irrevocably grant to NuHitz the right to use, perform, copy, reproduce, transmit, exhibit, distribute, market, publicize, advertise, display and otherwise exploit ("Exploit" or “Exploiting”) your Work(s), and excerpts, trailers, and clips thereof, including, but not limited to, cut-in, synchronized and superimposed versions thereof, in any and all languages and versions (including dubbed, titled, and narrated), and in any and all formats (e.g., QuickTime, Windows Media Player, etc.), over all media now known or hereafter devised, including the Internet and other secured switched packet technology and other online (wired or wireless) and/or computer assisted media ("Online Media"), and in connection therewith to use and perform any and all music, lyrics and musical compositions contained in the Work(s) and/or recorded in the soundtrack thereof throughout the universe (the "Territory") and in perpetuity ("Term"). Without limiting the foregoing, NuHitz shall have the right, but not the obligation, to Exploit the Work(s) continuously and an unlimited number of times, to use the title of the Work(s) (if any) and images from the Work (s) for advertising, marketing and publicizing the Work(s) and the Web Site in traditional off-line media, including, but not limited to print, television, theatrical motion picture and radio ("Offline Media") and to Exploit the Work(s) in all areas of the Site by allowing the Work(s) in its/their entirety and/or excerpts of the Work(s) to be exhibited, copied, transmitted, downloaded and/or used in conjunction with Web Site and its related tools. Without limiting the foregoing, the rights granted to NuHitz shall include the sole and exclusive right (i) to make such dubbed and titled versions of the Work(s) for use in the Territory in any Online Media as NuHitz deems advisable, including, but not limited to editing the Work(s) for timing, space, content and other considerations; (ii) to permit commercial messages (including without limitation banners, frames, animations, links, etc.) to be transmitted, broadcast or telecast before, during or after the exhibition of and/or contiguous to the Work(s), (iii) to make such changes, additions (including, but not limited to, narration), alterations, cuts, interpolations and eliminations as NuHitz requires, including (but not limited to) changes needed to make the Work(s) suitable for exhibition in any part of the Territory or to meet exhibition requirements (including without limitation time and length requirements and standards and practices) (iv) to use the Work(s) and excerpts thereof to promote the Work(s), NuHitz and the Web Site in Off-line Media.
(b) You shall be solely responsible for the quality of the Work(s), except for any portion thereof created by NuHitz, if any. To the extent allowable by applicable law, you hereby waive all moral rights in connection with such works, together with any other rights that are not capable of assignment or transfer, and you authorize NuHitz and its affiliates and designees to use such rights without limitation throughout the Territory. You agree to execute any further documentation relating to such transfer or waiver at the request of NuHitz, failing which, NuHitz is authorized to execute same as your attorney-in-fact.
2. Indemnity from Works
In consideration of NuHitz's exploitation of the Work(s), it is understood and agreed that NuHitz (and its affiliated companies, officers, agents, employees, successors, licensees and assigns) are released from any past, present or future liability (for any and all claims, whether known or unknown) with respect to the Work(s), including, without limitation, any such liability arising out of the use or non-use thereof, or the disclosure thereof to any third party.
3. Relationship of the Parties
The submission by you of the Work(s) does not, in whole or in part, establish or create by implication or otherwise, any relationship between NuHitz and you not otherwise expressed herein. The relationship between you and NuHitz established by this AV Agreement is that of independent contractors, and nothing contained in this AV Agreement shall be construed to give either party the power to direct and control the day-to-day activities of the other, constitute the parties as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking, or allow either party to create or assume any obligation on behalf of the other party for any purpose whatsoever.
4. Acceptance / Rejection of Works
You further understand and agree that NuHitz, in its sole judgment, may accept or reject the Work(s) and shall not be obligated to you in any way with respect to such Work(s). You acknowledge that other persons may have submitted to NuHitz or to others, or may have made public, or may hereafter originate, submit, or make public, similar or identical material that NuHitz has the right to use. You understand that you shall not be entitled to any compensation or claim against NuHitz because of NuHitz's use of such other similar or identical material.
5. Warranties of Copyright and Other Rights
You hereby warrant that your Work(s) is/are original with you and that you have the full and unconditional right to disclose the Work(s) and grant the rights set forth herein. You agree not to upload, download, display, perform, transmit or otherwise distribute on or through the Site any material (including, without limitation, any material to which you have access through the Site) that is subject to another party's rights, without that party's express permission or unless otherwise authorized by law. You acknowledge and agree that any such unauthorized conduct: (a) may result in termination of your NuHitz membership, and; (b) may expose you to civil or criminal liability. WITHOUT LIMITING THE FOREGOING IN ANY WAY, YOU ACKNOWLEDGE AND ACCEPT THAT NUHITZ.COM SHALL HAVE THE RIGHT, IN APPROPRIATE CIRCUMSTANCES, TO RESTRICT AND/OR TERMINATE YOUR INTERNET ACCESS SERVICE TO NUHITZ.COM IF YOU ENGAGE IN COPYRIGHT OR TRADEMARK INFRINGEMENT OR OTHER VIOLATIONS OF THE RIGHTS OF THIRD PARTIES.
6. Prohibited Content
The Work(s) shall not contain any information that, in NuHitz's sole judgment, may be in bad taste or in violation of law, may constitute libel or slander, may be inconsistent with NuHitz' s public image, may fail to meet community standards or online conduct guidelines regarding obscenity or indecency, or may tend to bring disparagement, ridicule, or scorn upon NuHitz (such content collectively referred to herein as "Prohibited Content"). If notified of, or NuHitz discovers, allegedly infringing, defamatory, libelous, slanderous, damaging, obscene, indecent, illegal, or offensive material, NuHitz may (but shall not be required to) investigate the allegation and determine in its sole discretion whether to remove immediately the material forthwith. NuHitz may, in its sole discretion, place on any Web page, or on any other graphical or non-graphical interface, an on-screen disclaimer that limits NuHitz's responsibility for the Work.
7. Right to Remove and Edit Works
NuHitz does not represent, warrant, or guarantee that NuHitz will Exploit any Work in any way. If NuHitz decides to Exploit a Work, it may decide to remove the Work at anytime for any reason without any liability to you. NuHitz shall have the exclusive right to edit any Work for any reason, including, editing for time, space and content considerations.
8. General Indemnity
You shall defend, indemnify and hold NuHitz and any of its affiliated companies, owners, principals, employees, licensees, partners, officers, directors, shareholders, agents, successors, assigns and representatives (collectively NuHitz's Indemnified Parties) harmless from and against all charges, claims, liabilities, damages, judgments, losses and expenses of any kind or nature whatsoever (including reasonable attorneys' fees and costs) which may be sustained or suffered by or secured against NuHitz or NuHitz's Indemnified Parties, by anyone other than you arising out of or relating to: (a) the exploitation, display, exhibition, transmission or reproduction of any part of the Work; (b) any negligent act, misfeasance, or nonfeasance by you or any of your agents, contractors, servants, employees, or licensees; or (c) the breach or alleged breach of your representations, warranties or agreements set forth herein. At NuHitz's request, you shall provide a defense for NuHitz, and any NuHitz's Indemnified Parties in any such action or proceeding, actual, threatened, or potential and shall consult with NuHitz in conducting such defense (or, at NuHitz's election, reimburse NuHitz for reasonable fees and costs of NuHitz's own counsel).
9. Entire Understanding
If there is any dispute about or involving the Site and/or the service, by using the Web site, you agree that the dispute will be governed by the laws of the State of California. This AV Agreement shall be deemed to have been negotiated and entered into in the State of California and shall be governed by and construed in accordance with the laws of the United States of America and of the State of California (other than their rules of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby). With respect to any suit, action or proceedings relating to this AV Agreement, each party irrevocably submits to the jurisdiction of the courts located in Los Angeles County, California.
11. Section Headings
The Section headings contained in this AV Agreement are used solely for convenience and shall not be used in the interpretation or construction of this Agreement.
In the event that any one or more of the provisions contained in this AV Agreement shall be held to be invalid or unenforceable in any respect, such invalidity or unenforceability shall not affect the other provisions of this AV Agreement, and this AV Agreement shall be construed as if such invalid or unenforceable provision had never been contained herein. If either party should waive any breach of any provision of this AV Agreement, it shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision hereof.
Last Updated: 4/26/12