Note: Parental Consent and Video Submission Form at bottom below agreement.
THIS IS A LEGALLY BINDING AGREEMENT AND AFFECTS YOUR RIGHTS
Terms and Conditions
This Content Submission Agreement (the “Agreement”) is a binding agreement between you (“You”) and Uploaded Fishing, LLC (“Uploaded”). By clicking the “SUBMIT” button and uploading your Content (as defined herein) to Uploaded, you (1) represent that you are of legal age to enter into a binding agreement and (2) accept this Agreement and agree to be legally bound by its terms and conditions. If you are not of legal age (18 in most jurisdictions), you are not permitted to submit Content without the consent of your parent or legal guardian.
Whereas, Uploaded operates a series of online fishing tournaments entitled “UPLOADED: The Online Fishing Series”, which consists of various Sponsored Events (e.g., the “UPLOADED March Open Presented by XYZ Company”) that contain one or more Sponsored Categories (e.g., “Best catch using Brand XYZ fixing rod” or “Best catch using Brand XYZ fishing lure”); and
Whereas, Uploaded desires to license the rights to the Content to include, exhibit, or distribute the Content (in whole or in part) for any and all purposes, including commercial purposes, and including but not limited to the marketing, promoting, and advertising of Uploaded’s and its licensees’ (as defined herein) brand, products, and services; and monetization of content through advertising, subscription, licensing and other means; and
Whereas, You seek to submit your Content in the Submitted Category (as defined herein) to compete for prizes in the Submitted Category or any other category for which you may become eligible; and
Whereas, You desire to license rights to Uploaded in your Content for such use.
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
A. Licensed Content. Any content, including audio, text, video or audiovisual content, submitted by You to Uploaded (the “Content”) is governed by the terms and conditions of this Agreement. This Agreement also governs Uploaded’s use of the name, nickname, likeness, moral rights, rights of publicity, voice, live or recorded performance, autograph, photographs and biographical information of You or any third parties (“Appearances”) as included in the Content.
B. Uploaded Network Materials. Uploaded and its licensees or sublicensees (collectively the “Uploaded Network”) may from time to time create, or have third parties create on their behalf, video or audiovisual content, text, graphics, artwork, photographs, templates, and other content or materials (the “Uploaded Network Materials”).
C. License Granted. You grant to Uploaded, with a right to sublicense, a perpetual, worldwide, unlimited, irrevocable, transferable, assignable, royalty-free, fully-paid license for Uploaded and its licensees and sublicensees to use Your Content and Appearances or other identifying information in connection with Your Content, including for commercial use, and such license includes, without limiting the foregoing, the following rights:
i. to reproduce, modify, display and prepare derivative works, publicly perform, publicly display, distribute, broadcast, transmit and otherwise use the Content and Appearances, in whole or in part, whether or not within or in connection with Uploaded Network Materials, for any purpose, in any and all media now known or hereafter created (the “Licensed Uses”). The Licensed Uses include, but are not limited to, the following:
(1) Online / Mobile: All forms of transmission over the Internet, mobile carrier networks, satellite networks or other method of connectivity, including, without limitation, all forms of streaming technologies and downloads accessible on or through any and all websites, applications, gaming and/or media platforms, social media services and/or other offerings made available by the Uploaded Network (collectively, “Online Media”);
(2) PR / Industrial / Retail: All public relations, media outreach and/or industrial uses, including, without limitation, the exhibition, performance and other use of the Content and Appearances at retail establishments (e.g., “point-of-sale” and “point-of-purchase” displays), kiosks, trade shows, conventions, sales and/or marketing meetings and other industrial and/or promotional events;
(3) Print Media: The display and other use of Uploaded Network Materials in and in connection with all forms of print media, including, without limitation, catalogues, newspaper and magazine articles, editorials, advertising and circulars, merchandise packaging and product manuals;
(4) Out-Of-Home / Transit / Events: The exhibition, display, performance and other use of the Content and Appearances via all forms of out-of-home advertising (including, without limitation, on billboards, “bus wrappers” and in other public places), in public or private transportation (including, without limitation, airline flights, trains, subway cars, buses, taxis, limousines and “ride-sharing” services) and at public events (including, without limitation, on electronic billboards and video displays at those public events);
(5) Television: All forms of television media, whether linear or on-demand (including, without limitation, all forms of local, regional and network broadcast, pay, cable, satellite and internet protocol television);
(6) Theatrical: Theatrical exhibition (including, without limitation, as embodied in motion pictures);
(7) Home Video / EST: All home video formats (i.e., DVD, Blu-Ray, VHS and other fixed, transportable audiovisual media) and the “electronic sell-through” of motion pictures and television programs embodying the Content in digital download formats;
(8) Commercials: by means of Online Media, radio and television in audiovisual works (including, but not limited to, excerpts of the Content) as commercial(s), produced by or on behalf of the Uploaded Network; and
(9) Other Uses: Any other exhibition, display, performance, communication to the public, distribution, exploitation or other use of the Content and/or Appearances not set forth above.
ii. to use the Appearances, in or in connection with the Content or any Uploaded Network Materials, in any and all media now known or hereafter created, including, but not limited, for the Licensed Uses for any purpose and as necessary to exercise the rights granted in this Agreement.
D. Moral and Privacy Rights. Subject to applicable laws, You waive any moral and privacy rights that You or any third parties in Your Content have in any of the Content.
A. Submitted Category. Before submitting your Content, You must select a Sponsored Category (the “Submitted Category”) in which You are submitting the Content. Although You may submit the Content into more than one Sponsored Category, You must repeat the process of submitting the Content into each Sponsored Category to be eligible for consideration in that Sponsored Category.
B. Eligible Content. To have Your Content considered for the Submitted Category, You must ensure that the Content satisfies the Rules applicable to submissions during the Sponsored Event (available at http://uploadedfishing.com/win) and any requirements governing entries into the Submitted Category (available at http://uploadedfishing.com/win). Uploaded shall have sole discretion to determine whether Content complies with the Rules and requirements that apply to the Submitted Category. Uploaded may, at its option, contact You in the event that Uploaded has questions about the eligibility of Your Content, but it is not obligated to do so. Failure to respond to Uploaded’s requests for information will be grounds for disqualification of Your Content.
C. Eligible Participant. You are eligible to participate in the Submitted Category if you are a natural person over the age of thirteen (13), except that You may not participate if You are an employee or an immediate family member of an employee of the entity sponsoring the Submitted Category. In addition, if You are sponsored by the sponsoring entity of the Submitted Category, You must verify Your eligibility to participate with the sponsoring entity. Any ineligibility is limited to only those Sponsored Categories where You bear a disqualifying relationship with the sponsoring entity.
D. Minor Participants. If You are under the age of majority in your state of residence, Your parent or legal guardian must agree to the terms and conditions this Agreement on Your behalf by reviewing and signing the Parental Consent Form available at http://uploadedfishing.com/parental-consent. Before You may submit Your Content, You must submit a completed copy of the Parental Consent Form. Your failure to submit a completed and executed Parental Consent Form will disqualify your Content from consideration. Uploaded may, in its discretion, require verification of Your age or verification of the consent from Your parent or legal guardian.
E. Selection of Winner(s). Uploaded shall select the winning content in the Submitted Category from all eligible content submitted by eligible participants. Uploaded shall retain all discretion and control over the method of selecting the winner. The winner(s) may be selected based on Uploaded’s own subjective assessment, and/or Uploaded may incorporate input from the public, such as through voting on top entries, to select the winner of the Submitted Category.
F. Input from the Public. If Uploaded, in its sole discretion, incorporates input from the public to select the winner(s), You agree to refrain from using any methods or tactics designed to unfairly influence the selection of the winner(s). Prohibited methods or tactics include the purchasing of or bartering for votes or other favorable input from the public; however, merely soliciting input from the public, without an offer of payment or other remuneration, is not prohibited by this section.
G. Obligations of Winner(s). If Your Content is selected as a winning submission in the Submitted Category, You agree to provide to Uploaded all necessary information to receive any prizes awarded in the Submitted Category. You shall be solely responsible for all taxes and fees associated with any prizes received from Uploaded or any entity sponsoring the Submitted Category.
H. Additional Contests. If Your Content is selected as a winning submission, Your Content may, in Uploaded’s sole discretion, become eligible to compete in certain Additional Contests provided that it complies with any rules and requirements that apply to such Additional Contest. Examples of Additional Contests include contests for “Video of the Year” or “Best Catch Fishing from Board Brand XYZ.” If Your Content is selected for any Additional Contests, You agree to provide Uploaded with all additional information necessary for your participation in the Additional Contest.
3. Use of Your Content. Submission of Content to Uploaded is not a guarantee that Uploaded will publish or otherwise use the Content. For clarity, as part of the Licensed Uses, Uploaded may in its sole discretion use or provide to its licensees Your Content, in whole or in part without any further approval by You.
4. Ownership. Uploaded acknowledges and agrees that You retain all right, title, and interest in and to the Content and Appearances, including all intellectual property rights, rights of publicity or privacy and moral rights therein, other than those rights granted to Uploaded herein. You acknowledge and agree that Uploaded or its licensee shall acquire all right, title, and interest in and to the derivative works of the Content that are created by or on behalf of Uploaded or its licensees or sublicensees.
5. Compensation. You agree that the only compensation that You will receive for submitting Your Content to Uploaded is Uploaded’s consideration of Your Content in the Submitted Category. You shall receive no other compensation, monetary or otherwise, for Your Content regardless of whether or not Uploaded or its licensees or sublicensees use Your Content for any purpose.
6. Warranties. You represent and warrant that:
A. You have all rights and licenses necessary to grant to Uploaded the rights granted in the Content and Appearances, including but not limited to rights to any music, images, video, audio, photos, text, or other material embedded within the Content, and You will pay any and all third parties who may be entitled to a royalty or fee (including public performance organizations) arising from the Your use of any composition or master recording embedded with the Content;
B. You have obtained express consent from any third-parties visible in the Content to submit their likeness and to grant the license and all of rights described in section 1.C, and that if any of the third-parties are under the age of majority in their state of residence, You have obtained written permission from the minor’s parent or guardian to submit the minor’s likeness and to grant the license and all of the rights described in section 1.C;
C. Uploaded’s use and sublicense of the Content and Appearances as contemplated by this Agreement will not infringe, misappropriate, or violate any third party’s intellectual property rights, rights of publicity or privacy, moral rights or any applicable law or regulation;
D. Your agreement to the terms and conditions of this Agreement will not violate or conflict with any obligations owed by You to any third party; and
E. You have and will comply with all laws, rules, and regulations that apply to this Agreement and your creation of the Content.
7. Indemnity. You will indemnify, defend, and hold Uploaded harmless from and against any and all claims, demands, damages, liabilities, losses, costs and expenses (including reasonable attorneys’ fees) arising from or related to: (a) breach of any of Your representations and warranties in this Agreement; (b) any third party claim that the Content or Appearances, or Uploaded’s or its licensees’ or sublicensees’ use thereof, infringe, misappropriate or violate such third party’s intellectual property or other third party rights and (c) any third party claim that is based on any act or omission of You that results in personal injury, death, property damage or the violation of any law, rule, or regulation.
8. Limitation of Liability. IN NO EVENT WILL UPLOADED BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, USE OR OTHER ECONOMIC ADVANTAGE), REGARDLESS OF THE THEORY OF LIABILITY, ARISING FROM OR RELATED TO THIS AGREEMENT OR UPLOADED’S USE OF THE CONTENT AND APPEARANCES, EVEN IF UPLOADED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UPLOADED’S TOTAL, CUMULATIVE LIABILITY TO YOU ARISING FROM OR IN RELATION TO THIS AGREEMENT WILL BE LIMITED TO THE reasonable value of your content before you submitted the content to Uploaded PURSUANT TO THIS AGREEMENT. Notwithstanding the provisions of this section, nothing in this Agreement excludes or limits or purports to exclude or limit the liability of either party which cannot be excluded or limited by applicable law.
9. Entire Agreement, Waivers and Amendments. This Agreement sets forth the entire understanding between the parties hereto, and no modification, waiver, or amendment of or supplement to this Agreement shall be valid or effective unless the same is in writing and signed by the party against whom it is sought to be enforced. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.
10. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of Alabama, applicable to contracts entered into and to be fully performed therein, notwithstanding any conflicts of law provisions that might require application of another state’s law. The parties agree that the state and federal courts located in Elmore County, Alabama, or the United States District Court for the Middle District of Alabama, as applicable, shall be the sole and exclusive venue and have sole jurisdiction for the resolution of all disputes arising hereunder.
11. Severability. If any provision of this Agreement is held to be unenforceable or invalid by a court of competent jurisdiction, that provision will be enforced to the maximum extent possible and the other provisions will remain in full force and effect.
12. Relationship of Parties. Nothing contained herein shall be construed as creating or constituting a joint venture, partnership, agency or employment relationship between You and Uploaded, or between You and Uploaded’s licensees or sublicensees.
13. Assignment. Except as specifically provided for herein, You shall not assign, sub-contract or in any other manner transfer to any third party the benefit and/or burden of this Agreement without the prior written consent of Uploaded. Any purported assignment, subcontract, or transfer shall be null and void.
BY CLICKING THE "SUBMIT" BUTTON AND UPLOADING YOUR CONTENT, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT UPLOAD YOUR CONTENT TO BAKER FISHING LLC.
UPLOADED CONTENT SUBMISSION AGREEMENT
Parental Consent and Submission Form
This Content Submission Agreement (the “Agreement”) is a binding agreement between you (“You”) and Uploaded Fishing, LLC (“Uploaded”). By signing Your FULL NAME, You attest:
(a) that You are the parent and/or legal guardian of the minor identified below (the “Minor”);
(b) that Minor is over the age of thirteen (13);
(d) that, on behalf of Minor, You consent and agree to the Terms and Conditions; and
(e) that You have reviewed any content created by Minor and permit him/her to submit the content to Uploaded.