This Online Video Submission Terms (“Agreement”) shall confirm certain of your rights and responsibilities.
These terms (“Terms”) govern your irrevocable grant to KUSH and its successors, affiliates, licensees and assigns (collectively, “KUSH”) of the Licensed Rights (defined below) with respect to all or any part of the audiovisual work(s), data, or information submitted by Licensor to KUSH, including without limitation all intellectual property, images, identifiable characters and/or individuals, music, sounds, signage, statements, or other trademarks and logos, and all other rights depicted or contained therein (the “User Content”)
- Your Representations. By uploading any data or information, or posting or submitting any content (“User Content”) to Lit Media Group, LLC d/b/a KUSH (“KUSH”). you certify, represent and acknowledge that you wholly own the User Content you are posting or submitting or that you have the sole and exclusive right to permit KUSH. and its parents, members, managers, directors, shareholders, partners, representatives, subsidiaries, affiliates, sponsors, successors, assigns, heirs and licensees (collectively, “KUSH”) 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. You agree to indemnify, defend, and hold KUSH harmless from any and all actions, causes of action, claims, demands, costs, liabilities, expenses and damages arising out of or in connection with your upload of your User Content or arising out of your negligence or willful misconduct. You agree to reasonably cooperate with KUSH in connection with the defense of any such action.
- Consideration. You agree that KUSH shall not be required to make any payment to you or anyone else in exercise of the rights granted in this Agreement, and acknowledge that you shall receive valuable consideration in the form of placement of and promotion of your User Content. Unless otherwise agreed to in writing, KUSH shall have no obligation to publish or post your User Content. For all User Content published or posted upon the site, KUSH reserves the right to remove the User Content in its sole discretion and KUSH will provide no compensation.
- Assignment of Licensed Rights. When you provide us with your User Content, you provide KUSH a worldwide, perpetual, irrevocable, royalty-free, sub-licensable 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 KUSH an 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 KUSH 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 world in perpetuity. You agree that KUSH 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 KUSH or the Third Parties may in their sole discretion determine and to use it as KUSH 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.
- No Infringement Representation. You explicitly warrant that no part of the Images, any materials contained therein, or the exercise by KUSH of the Licensed Rights violates or will violate, or infringes or will infringe, any trademark, trade name, contract, agreement, copyright (whether common law or statutory), patent, literary, artistic, music, dramatic, personal, private, civil, property, privacy or publicity right or “moral rights of authors” or any other right of any person or entity, and shall not give rise to a claim of slander or libel. There are no existing, anticipated, or threatened claims or litigation that would adversely affect or impair any of the Licensed Rights.
- No Endorsement by KUSH. KUSH does not endorse any User Content or any opinion, recommendation, or advice expressed therein, and KUSH expressly disclaims any and all liability in connection with User Content. You understand and acknowledge that KUSH does not guarantee any confidentiality with respect to any of your User Content. KUSH does not permit copyright infringing activities and infringement of intellectual property rights on any of its websites, and KUSH will remove all User Content if properly notified that such User Content infringes on another’s intellectual property rights. KUSH reserves the right to remove User Content in its sole discretion and without prior notice to you, and without any refund or other compensation.
- Limitation of Liability. IN NO EVENT SHALL KUSH 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 KUSH, (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 KUSH 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.
IN NO EVENT SHALL KUSH TOTAL AGGREGATE LIABILITY TO YOU FOR ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (INCLUDING, BUT NOT LIMITED TO, IN CONNECTION WITH INDEMNIFICATION OBLIGATIONS IN SECTION 7.1 ABOVE), REGARDLESS OF THE FORM OR CAUSE OF ACTION OR THE ALLEGED BASIS OF THE CLAIM, EXCEED THE TOTAL AMOUNT DAILY HUMOR RECEIVES FROM YOUR USER CONTENT. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF THE FORM OR THE CAUSE OF ACTION OR ALLEGED BASIS OF THE CLAIM, AND EVEN IF THE REMEDIES OTHERWISE PROVIDED UNDER THIS AGREEMENT, AT LAW OR IN EQUITY, FAIL OF THEIR ESSENTIAL PURPOSE.
- Indemnification. To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless KUSH, 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 KUSH; (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, including but not limited to any alleged violation of copyright law (including the Digital Millennium Copyright Act) and defamation. This defense and indemnification obligation will survive your use of KUSH.
- Publicity & Confidentiality. You agree not to release, disseminate, issue, authorize or cause the release, dissemination or issuance of any publicity or information concerning the Licensed Rights, KUSH, or these Terms without KUSH’s prior specific written consent (including, without limitation, posting, participating or engaging in social media discussions, news stories, blogs, reports or responses thereto), and you shall direct all licensing or other inquiries relating to the Images solely to KUSH. You acknowledges that these Terms are confidential in nature and you agree not to disclose the content or substance thereof to any third parties other than: (i) your respective attorneys and accountants, and/or (ii) as may be reasonably required in order to comply with any obligations imposed by these Terms, or any statute, ordinance, rule, regulation, other law, or court order.
- Choice of Law & Dispute Resolution. These Terms shall be deemed to have been agreed upon within the State of California, and the rights and obligations of the parties hereunder shall be construed and enforced in accordance with, and governed by, the laws of the State of California, without regard to the conflicts of law principles thereof. The parties agree to the personal jurisdiction by and venue in Los Angeles, California, and waive any objection to such jurisdiction or venue irrespective of the fact that a party may not be a resident of that State. Except for KUSH’s equitable rights as set forth in these terms, the parties hereby agree to submit any disputes or controversies arising from, relating to or in connection with these terms or the parties’ respective obligations in connection therewith to binding arbitration in Los Angeles, California in accordance with the rules of the American Arbitration Association and only for actual monetary damages, if any. In the event of any dispute, Licensor shall not be entitled to, and does hereby waive all right to, any equitable relief whatsoever, including the right to rescind its agreement to these Terms, to rescind any rights granted hereunder, or to enjoin, restrain or interfere in any manner with the marketing, advertisement, distribution or exploitation of the Licensed Rights. All rights to recover consequential, incidental and/or punitive damages are waived by you.
- Terms & Conditions. You may be required to agree to additional terms and conditions displayed on the KUSH website or other KUSH-owned websites, which will be incorporated herein by reference and subject to change.