This Online Video Submission Agreement (“Agreement”) shall confirm certain of your rights and responsibilities.
By uploading any data or information, or posting or submitting any content to QMomensity, Inc. (“User Content”), you certify, represent and acknowledge that you wholly own the User Content or have the sole and exclusive right to permit QMomensity, Inc. and its parents, members, managers, directors, shareholders, partners, representatives, subsidiaries, affiliates, sponsors, successors, assigns, heirs and licensees (collectively, “Momensity”) to use, edit, publish and otherwise exploit your User Content and your name in connection with your User Content without any obligation or liability to you or any other party whatsoever. You shall be solely responsible for your User Content and the consequences of submitting and publishing your User Content.
When you provide us with your User Content, you give Momensity a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable and transferable (through multiple tiers) right and license to exercise any and all copyright, trademark, publicity and database rights that you have in the User Content in any and all formats or media now known or hereafter devised in the future. You further hereby grant to Momensity the non-exclusive, irrevocable and unconditional right and license to describe, relate, broadcast, exhibit, transmit, publish, use, monetize, distribute and/or exploit your User Content in any such manner as Momensity shall elect, in whole or in part, on the internet, in print and electronic form, in merchandising, publicity and advertising, or in any other media now known or hereafter created or devised throughout the universe in perpetuity. For the avoidance of doubt, this shall include, without limitation, the right to submit and license (and sublicense) your User Content to third-parties including, but not limited to, television broadcast networks, cable stations, pay, pay-per-view, satellite or free television networks, television syndicators, home video distributors, podcast/mobisode distributors, or any other third-party distributor (“Third Parties”) for the further exploitation of your User Content in any format or media, including the development of a possible television and/or other audiovisual production. You agree that Momensity and the Third Parties shall have the right to edit, change, add to, take from, rearrange, vary, embellish, alter, modify, revise, duplicate, translate, reformat and/or reprocess your User Content in any manner Momensity or the Third Parties may in their sole discretion determine and to use it as Momensity or the Third Parties in their sole discretion may determine and to make derivative works of the same, in whole or in part, without notifying you and without obligation to you. You waive any right to inspect or approve the final display or other exploitation of your User Content now or in the future, whether that use is known to you or unknown, and you waive any right to royalties or any other compensation arising from or related to the use of your User Content.
Momensity does not endorse any User Content or any opinion, recommendation, or advice expressed therein, and Momensity expressly disclaims any and all liability in connection with User Content. You understand and acknowledge that Momensity does not guarantee any confidentiality with respect to any of your User Content. Momensity does not permit copyright infringing activities and infringement of intellectual property rights on any of its websites, and Momensity will remove all User Content if properly notified that such User Content infringes on another’s intellectual property rights. Momensity reserves the right to remove User Content in its sole discretion and without prior notice to you, and without any refund or other compensation.
IN NO EVENT SHALL MOMENSITY, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF USER CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER RESULTING FROM YOUR SUBMISSION OF USER CONTENT TO MOMENSITY, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF ANY AND ALL OF YOUR PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION, AND/OR (IV) ANY ERRORS OR OMISSIONS IN ANY USER CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF ANY USER CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT YOU ARE ADVISED OR AWARE OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN YOUR APPLICABLE JURISDICTION. YOU SPECIFICALLY ACKNOWLEDGE THAT MOMENSITY SHALL NOT BE LIABLE FOR USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY, AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless Momensity, its parent corporation, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to Momensity; (ii) your violation of any term of this Agreement; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your User Content caused damage to a third party. This defense and indemnification obligation will survive your use of Momensity.