feedSCV @ Home – Community Submissions

feedSCV @ Home Community Submissions
STREAMING VIDEO LICENSE
Please read this Streaming Video License (this “Agreement”) carefully before proceeding to upload your video content (collectively, the “Videos”) on to the FeedSCV website located at https://feedscv.org (the “Service”).

This Agreement licenses video content from you to FeedSCV, Inc. (the “Company”) and contains warranty and liability disclaimers. By clicking the button, below, to accept this Agreement and uploading your Videos to the Service, you are confirming that you have read and understand this Agreement and agree to be bound by the terms of this Agreement. If you do not agree with the terms of this Agreement, do not upload your Videos on the Service.

For good and valuable consider, the receipt of which is acknowledged, you do hereby agree to the following:

  1. LIMITED LICENSE. This Agreement grants to FeedSCV, subject to the restrictions described below, a license to the perpetual, transferrable, worldwide, non-exclusive right to (a) host the uploaded Videos on the Service for display via streaming video for viewing by FeedSCV’s end users, and (b) make copies of the Videos for back-up and archival purposes. All rights not expressly granted are reserved by you.
  2. USE. FeedSCV may use the Videos on the Service only and not for any other purpose. The Videos must be made available in its original form, however, FeedSCV shall have the right to modify, edit or adapt the Videos, as necessary, in order to meet distribution standards or for marketing and promotion of the videos and the Service.
  3. OWNERSHIP. The license granted above gives FeedSCV the limited right to use the Videos, as specified in this Agreement. You retain all ownership rights to the Videos, including the copyright rights therein. All rights not specifically granted in this Agreement, including federal and international copyrights, are reserved by you. FeedSCV agrees to maintain all copyright notices appearing on the Videos, if any.
  4. WARRANTS AND REPRESENTATIONS. You represent and warrant to FeedSCV that you have all necessary rights and consents, contractual or otherwise, to provide the Videos to FeedSCV and to grant the licenses and rights conveyed by this Agreement, and that:
    1. You will use your best efforts to ensure that the Videos when uploaded on to the Service will be free from defects (FeedSCV is not responsible for errors or incompatibility in the upload of the videos onto the Service);
    2. the Videos are not libelous, defamatory, obscene or otherwise unlawful, or reasonably categorizable as “hate speech”;
    3. use, copying, distribution or performance of the Videos in accordance with this Agreement will not infringe any copyright, moral right, trademark or other intellectual property right;
    4. use, copying, distribution or performance of the Videos will not violate any right of privacy or right of publicity, and all necessary model and/or property releases for use of the Videos have been obtained;
    5. the Videos do not contain any virus, malware, Trojan Horse or other computer code, file or program designed or likely to limit or destroy the functionality of any website, computer software or other application; and
    6. you shall be solely responsible for any royalty, performance-based compensation, or other payment of any kind due to any party with respect to use of the Videos by FeedSCV, and represent that FeedSCV shall not have any financial obligation with respect to its use of the Videos under the license granted.
  5. INDEMNITY. Both parties hereby agree to defend, indemnify, and hold harmless the other party and its parents, subsidiaries, affiliates, successors, licensees, agents, attorneys, heirs, and assigns, and the officers, directors, and employees of the foregoing, from and against any and all third party claims, liabilities, demands, costs, and expenses (including attorney and accountant fees reasonably incurred) in connection with (1) any breach or alleged breach of any warrant or representation in this Agreement or violation of applicable law. You agree to defend, indemnify, and hold harmless FeedSCV and its parents, subsidiaries, affiliates, successors, licensees, agents, attorneys, heirs, and assigns, and the officers, directors, and employees of the foregoing, from and against any and all third party claims, liabilities, demands, costs, and expenses (including attorney and accountant fees reasonably incurred) that the Videos infringe the rights of any third-party, including without limitation any copyright, trademark or right of publicity.
  6. LIMITATION OF DAMAGES. EXCEPT AS TO ANY INDEMNITY OBLIGATION, NEITHER PARTY NOR ITS AFFILIATES OR SUPPLIERS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR LOSS (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, EVEN IF THE PARTY OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL FEEDSCV BE LIABLE TO YOU FOR AMOUNTS IN EXCESS OF WHAT YOU HAVE BEEN PAID UNDER THIS AGREEMENT. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION OR EXCLUSION MAY NOT APPLY.
  7. TERM. The term of this Agreement shall be perpetual unless otherwise terminated by the parties (a) in accordance with applicable law; (b) as provided for in this Agreement; (c) in the event the Services are no longer operating or FeedSCV ceases operation; and/or (d) in the event of a breach which, goes uncured for more than 30-days after the non-breaching party notifies the breaching party thereof.
  8. ATTRIBUTION. You shall be accorded attribution on the Service in connection with the use of the Videos which may include a link-back to your website.
  9. COMPENSATION: FeedSCV agrees to pay you a one-time licensing fee in the amount of twenty-five dollars ($25) as full and complete payment for the license granted for use of the Videos, including all expenses therewith. You agree that FeedSCV will have no other obligation to make any payment, royalty or license fee for the right granted hereunder. You are responsible for payment of all taxes.
  10. GENERAL.
    1. Governing Law. This Agreement shall be governed by the laws of the State of California without regard to its conflict of law provisions. Any disputes arising under or related in any way to this Agreement shall be heard exclusively in the courts sitting in the Southern District of California and the parties waive any claim or defense that such forum is not convenient or proper.
    2. Complete Agreement. This Agreement contains the complete agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, whether oral or written. If any part of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remainder of the Agreement shall be interpreted so as to reasonably effect the intention of the parties.
    3. Assignment. Except as provided in this Agreement, neither party shall assign, transfer or otherwise deal in any manner with this Agreement or any of the rights and obligations hereunder; provided, however, that either party may assign this Agreement to an acquirer of all or substantially all of such party, whether by merger, share purchase, asset acquisition, or by operation of law, or otherwise, and such successor shall be bound to the terms hereof. This Agreement will be binding on and inure to the benefit of any successor in interest and will remain in full force and effect with respect to the same for the duration of this Agreement.
    4. Confidentiality. Each party shall keep in confidence any confidential information obtained under this Agreement and shall not divulge the same to any person (other than their own or their affiliate’s employees and professional advisors who need to know the information) without the consent of the other party. “Confidential Information” means all documentation, technical information, software, business information or other materials of a confidential nature disclosed in confidence by either party to the other during the term of this Agreement, other than information already in the public domain at the time of disclosure, developed without use of the other party’s Confidential Information, which rightfully came into such party’s possession without violation of the terms hereof, or which requires to be disclosed to comply with any judicial or governmental order or other regulation or law in force.
    5. No Obligation: By uploading Videos to the Service, FeedSCV is under no obligation to use the Videos and reserves the right in its sole discretion to make the Videos available for streaming to its users.
    6. Waiver: Except as otherwise specifically provided in this Agreement, no failure to exercise, or delay in exercising, any right, power or privilege set forth in this Agreement will operate as a waiver of any right, power or privilege.
    7. Survival of Obligations: Following the termination of this Agreement, a party shall not have any further obligation or right with respect to the other party except pursuant to provisions that by their content or nature are intended to survive.
    8. Contact. All questions concerning this Agreement shall be directed to FeedSCV at info@feedscv.org.