ALIST User Content Submission “ENDLESS RAIN CONTEST VIDEO”
Effective Date: June 22, 2020
In consideration for ENDLESS RAIN VIDEO CONTEST ALIST MEDIA ENTERTAINMENT INC. ("ALIST") permitting any and all users ("you") to create, upload, display, publish and/or submit your video and/or other content (collectively, "User Content"), you agree to these ALIST user content submission terms and conditions ("Terms"). When you grant permission to ALIST to use your User Content (the "Process"), you are entering into a binding agreement with ALIST on the terms set forth below:
1. Prohibited User Content.
(a) As a participant, you shall not submit any User Content that:
(i) infringes, encourages or depicts the infringement of any third party's rights, including, without limitation, any copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
(ii) violates, encourages or depicts the violation of any law, statute, ordinance or regulation or that encourages or depicts conduct that constitutes a criminal offense or may result in civil liability;
(iii) is or may reasonably be considered to be abusive, defamatory, libelous, indecent, hateful, racially or religiously biased or offensive, obscene, lewd, lascivious, pornographic, sexually explicit, threatening or harassing to ALIST or any third party in any way, or that encourages anyone to break any local, state, national or international law;
(iv) is or contains advertising, promotional material or promotes a product, service or other commercial activity (other than ALIST);
(v) includes, demonstrates or encourages the misuse of a product or a hazardous situation;
(vi) includes any information that references any personally identifiable information;
(vii) sells a product or service of any type, including, without limitation, advertisements of any kind, including, without limitation, competitor advertisements, item sale, solicitation or self-promotion; or
(viii) is otherwise objectionable or inappropriate.
(b) If you submit User Content that ALIST believes violates these Terms, then we reserve the right, but have no obligation, to take any legally available action that we deem appropriate, in our sole discretion, including, without limitation, editing, removing, deleting, taking down or otherwise erasing your User Content, at any time, without notice for any reason whatsoever. However, we are not obligated to take any action not required by law. We are not responsible or liable for your conduct or your User Content. We reserve the right, but have no obligation, to monitor or become involved in disputes between you and other users. For purposes of certainty, other than your own User Content, you may not make any commercial, or any other use of User Content submitted without ALIST's prior written approval. ALIST reserves the right, in ALIST's sole and absolute discretion, to remove without notice, or refuse to post in the first instance, any User Content.
2. Rights in Your User Content: With respect to all of your User Content, you represent and warrant that the material is either fully original to you or that you have all the necessary rights, licenses, permissions, clearances and consents needed from third parties in order for you to submit your User Content (including, but not limited to, all copyright and right of publicity and privacy rights) for you to comply with these Terms. Your User Content should not contain any visible logos, phrases, or trademarks that belong to third parties (other than ALIST). Do not use any User Content that belongs to other people and pass it off as your own; this includes any content that you might have found elsewhere on the Internet or other source. If anyone contributes to your User Content or has any rights to your User Content, or if anyone appears in the User Content, then you must also have their permission to submit such User Content to ALIST. We may require, at any time, proof of the permissions referred to above in a written form acceptable to us.
3. Grant of Rights; Acknowledgments; Warranties, Representations and Indemnification:
(a) Grant of Rights; Acknowledgments.
(i) You grant to ALIST and his designees, licensees, successors and assigns (individually and collectively, the "ALIST Parties") the irrevocable, perpetual right (but not the obligation) to alter, reproduce, distribute, use and/or exploit throughout the universe your submitted video, and/or any portion thereof (including, without limitation, any audio and/or video component thereof), whether alone and/or together with any other material ("Video") in, on and/or by way of any and all manner, media, methods, means and/or formats now known and hereafter devised, including, without limitation, on YouTube, and in derivative works, and/or in combination with any other materials, and use my name, nickname, likeness, appearance and/or other identifying marks in connection with the exercise of any of the ALIST Parties' rights in and/or to the Video, all without compensation or obligation of any kind to you;
(ii) You understand and agree that no use of any of the Video shall constitute an invasion or infringement of any right that you may have. You waive the right to approve any exercise of any of the ALIST Parties' rights in connection with the Video. You agree that as between the ALIST Parties and you, the Video, and all reproductions and derivatives thereof, and all copyrights, trademarks and other rights in and to the Video are and shall remain the exclusive property of the ALIST Parties throughout the universe;
(c) Release: You release, acquit and forever discharge the ALIST Parties and their current and former agents, officers and employees from any and all claims, demands, rights, promises, damages and liabilities arising out of or in any way related to the use, exploitation and/or distribution of the Video, including, without limitation, any claims for invasion of privacy, infringement, appropriation of likeness or defamation;
(d) Representations, Warranties and Indemnification: You (i) represent and warrant that (A) you are eighteen (18) years old or older, (B) the Video does not violate any law or infringe any right of any kind of any third party, (C) no promise or representation of any kind has been made by or on behalf of the ALIST Parties to you, and (D) there is no organization, union or guild that has jurisdiction over your User Content, (ii) acknowledge that this release is binding on you and your heirs, assigns and personal representatives, and (iii) will indemnify, defend and hold the ALIST Parties, any social media platform and their parent companies, and each of their respective successors, assigns and licensees from and against (A) any claims, costs, injuries, losses and damages related to any breach of these Terms, and (B) any third-party claims to the extent relating to any breach of any representation, warranty or covenant made by you in these Terms.
4. Governing Law; Jurisdiction; No Class Actions; Waiver of Injunctive Relief: We hope we never get into any disputes with you in connection with these Terms, but just in case, here are some things that would apply:
(a) Governing Law; Jurisdiction: These Terms and the interpretation of these Terms will be governed by and construed in accordance with the laws of the State of California, in the United States of America, without regard to its conflicts of laws principle.
(b) Arbitration. You and ALIST agree that, to the fullest extent permitted by applicable law, any controversy or claim in connection with or related to these Terms not otherwise resolved between you and ALIST will be settled solely by binding arbitration by a single neutral arbitrator who is a lawyer or retired judge in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA"), administered in accordance with the AAA's Supplementary Procedures for Consumer-Related Disputes; provided, however, that any issues relating to ALIST's intellectual property rights, including, without limitation, any such rights that may be in dispute, shall only be subject to arbitration if ALIST's General Counsel agrees in writing to have such subject to arbitration. If a party submits the dispute to formal arbitration hereunder and the AAA is unwilling or unable to set a hearing date within forty-five (45) days of the filing of a "demand for arbitration", then either party can elect to have the arbitration administered by the Judicial Arbitration and Mediation Services Inc. ("JAMS"), using its streamlined Arbitration Rules and Procedures, or any other mutually agreeable arbitration administration service. In arbitration, there is no judge or jury and review is limited. However, just as a court would, the arbitrator must honor the terms and conditions in these Terms and can award the prevailing party(ies) damages and other relief. You and ALIST each further agree that any such controversy or claim will be arbitrated on an individual basis, and will not be consolidated in any arbitration or other proceedings with any claim or controversy of any other party; provided, however, that if for any reason any court or arbitrator holds that this restriction is unconscionable or unenforceable, then our agreement to arbitrate does not apply and the dispute must be brought in court. If an in-person hearing is required, the arbitration hearing will be conducted in Los Angeles County, California, in the United States of America (unless prohibited by applicable law) and judgment on the arbitration award may be entered into any court having jurisdiction of it. The parties will pay the administrative and arbitrator's fees in accordance with the applicable arbitration rules; provided, however, that if applicable law requires ALIST to pay a greater portion of such fees in order for the arbitration provision to be enforceable, ALIST shall have the discretion to elect to pay such fees and proceed to arbitration. You can obtain procedures, rules, and fee information from the AAA at 1-800-778-7879 or www.adr.org and from JAMS at (949) 224-1810 or http://www.jamsadr.com. Discovery shall be permitted pursuant to the applicable arbitration rules. The arbitrator's award will consist of a written statement stating the disposition of each claim, and will provide a statement of the essential findings and conclusions on which the award is based. The award shall be enforceable by any court with jurisdiction over the parties. Notwithstanding the foregoing, either of us may bring qualifying claims in small claims court.
(c) No Class Actions: To the fullest extent permitted by applicable law, you agree that any and all disputes, claims and causes of action you may have in connection with or related to these Terms will be resolved individually, without resort to any form of class action.
(d) Waiver of Injunctive Relief: If you claim that you have incurred any loss, damages or injuries in connection with your participation in connection herewith, then the losses, damages and injuries shall not be irreparable or sufficient to entitle you to an injunction or to other equitable relief of any kind. This means that in connection with your claim, you agree that you will not seek, and that you will not be permitted to obtain, any court or other action that may interfere with or prevent the use or exploitation of your User Content or anything contained therein.
5. Compliance: You agree to comply with (a) all applicable laws, rules and regulations in connection with your submission of User Content, and (b) these Terms.
6. Severability; Interpretation: If any provision of these Terms is for any reason deemed invalid, unlawful, void or unenforceable by a court or arbitrator of competent jurisdiction, then that provision will be deemed severable from these Terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms (which will remain in full force and effect). To the extent permitted by applicable law, you agree to waive, and you hereby waive, any applicable statutory and common law that may permit a contract to be construed against its drafter.