Terms and Agreements & Content License Terms
The term "User Content" refers to any and all content, media and materials you submit for posting on the Site using the User Content Submission Features, including, written words, still photographs, spoken statements, music, audio, video, and video recordings.
Terms and Conditions
- You have provided the Contribution on the Date(s) of Recording and you hereby agree to the recording and broadcasting of the Contribution and agree that Athlete CRUSH Inc. (the “Company”) shall be entitled to use the Contribution embodied in the Content in any and all media whether now known or hereafter invented in perpetuity.
- You hereby assign to the Company, with full title guarantee, in total perpetuity and without reservation or limitation: all intellectual property rights, title and interest including the entire copyright (including rental and lending rights and all rights of communication) throughout the world in all media both now known and later developed for the full period of copyright and all revivals, renewals, reversions and extensions thereof and thereafter, in so far as possible, in perpetuity and, to the relevant extent, by way of present assignment of future copyright in all products of the Contribution (including without limitation in the Content). You hereby grant to the Company all waivers, consents, and other rights whatsoever so that the Company can utilize all products of the Contribution by all means in all languages and in any and all media whether now known or later developed throughout the world for the full period of the copyright, including any revivals, extensions, reversions or renewals thereof and thereafter, in so far as possible, in perpetuity, as the Company may in its sole and absolute discretion decide and without liability or acknowledgement to you. For the avoidance of doubt, the considerations agreed represent adequate and equitable remuneration in respect of all rights and services including any and all rental and lending rights, satellite or cable retransmission rights and/or all rights of communication in and to the products of the Contribution.
- By submitting the Content to the Company and assigning the rights of such Content exclusively to the Company in accordance with the terms and conditions set out herein, you are given the opportunity to nominate a charity to which the Company donates a sum of five hundred and thirty one dollars US ($531.00 US) in your name. The charity will require approval by the Company. The donation will be made directly by either the Company or one of its sponsors to the charity and the name of the winner will be included in the purpose section of the check.
- The Company will select one (1) winner per award section (in our sole discretion) to receive the Competition Prize (the “Winner”) and the Company’s decision is final and cannot be appealed. By submitting Content, you acknowledge the foregoing to be of good and valid consideration for all rights granted hereunder. The Winner will be notified either by email, by phone or via social media and asked to nominate a cause or charity. Failure to nominate a cause or charity within ninety days results in a foregoing of the Competition Prize. The Competition Prize will be sent to the charity within thirty (30) days following the Company’s receipt of such nomination details from you. The Company is not liable for late payment, should such late payment be due to your delay or failure to supply us with the required nomination details. Should it be determined that you breached any terms set out in this Agreement (such as the Warranties made by you herein) or you failing to comply with your obligations under this Agreement. You understand and agree that all the Terms set out in this Agreement and your assignment of all rights in and to the Content shall remain valid, binding, and in effect in consideration of the opportunity provided to you regardless of whether you are selected as the Winner or not and regardless of whether the Competition Prize has been paid. You understand and agree that the Company shall not be obliged to use the Content at all.
- You hereby grant the Company the right to issue details relating to the Contribution, the Content and/or any other broadcast in which you may be included and to use and reproduce the Contribution, your name, photographs, likeness or details about you in marketing, promotional material and in connection with the Content.
- You confirm that you have been informed of the subject matter of the Content, the businesses operated by the Company and agree that you will hereby waive any claim against the Company, and their licensees and/or assigns arising from, or based on, any use or exploitation of the Contribution and/or the Content and/or any other film, work, program, goods and/or services in which the Contribution is incorporated, whether or not such use is deemed to be or is claimed to be defamatory, an infringement of copyright, an invasion of privacy, or trademark or untrue or derogatory in nature.
- The Company shall be entitled to edit, add to, take from, copy, adapt or translate the Contribution to their liking, in respect of the Contribution, you hereby irrevocably and unconditionally waive in favor of the Company and their assignee(s) or licensee(s) the benefit of all moral rights and performers’ rights arising under the laws of any jurisdiction.
- You undertake to the Company that (a) you are at least 18 years of age, (b) the Contribution is original and you are fully entitled to give the Contribution and to grant the rights to the Company set out herein, (c) nothing in the Contribution will infringe the copyright or any other right of any person, constitute a contempt of court, breach any contract or duty of confidence, be defamatory, obscene or calculated to bring any other party into disrepute and (d) all facts expressed by you in the Contribution are, to the best of your knowledge and belief, true and insofar as the Contribution contains any opinions, these opinions are your own and are truly held by you.
- If, in our sole discretion, we deem that you or any User Content you submit violates this Submission Agreement, we reserve the right, at any time, without notice and without limiting any and all other rights we may have under this Submission Agreement, to (a) refuse to allow you to submit further User Content, (b) remove your User Content, and (c) Cancel your registration and right to use the User Content Submission Features.
- You agree you will not attempt to submit any "Unauthorized Content" which is defined as any User Content that is or could be construed as violating any of the terms and conditions of this Submission Agreement, including, without limitation:
- causing harm, harassing anyone or which may prevent, prohibit, inhibit, restrict or otherwise impair others from using or enjoying the Site;
- infringing on a third party's copyright or other intellectual property rights;
- unauthorized access to the User Content Submission Features or information of other users;
- the impairment, modification, interference, disruption, or alteration with the use, functions, features, operation or maintenance of the User Content Submission Features; or
- any rules, requirements, terms or conditions that may be applicable to the User Content Submission Features.
- Athlete CRUSH Inc. reserves the right to review any submitted User Content and to remove, delete, move, edit or reject, without notice to you, any User Content that we deem, in our complete discretion, defamatory, abusive, harassing, obscene, pornographic, in violation of copyright, trademark or other intellectual property rights, to be in violation of this Submission Agreement or to be unacceptable to Athlete CRUSH Inc. for any reason whatsoever; provided, however, that Athlete CRUSH Inc. shall have no obligation or liability to you for failure to do so or for doing so in any particular manner.
- If Athlete CRUSH Inc. receives notice of any claim of infringement that satisfies specific legal requirements, such as notice and takedown requirements under U.S. copyright law we may remove User Content associated with such claim. We reserve the right to provide information to law enforcement officials, governmental agencies and pursuant to judicial or regulatory compulsion, to protect their respective interests, the Site or to comply with legal, regulatory, audit and compliance obligations.
- You agree not to make any disclosures or supply information to any third party relating to any matters arising under this agreement, without prior written consent of the Company.
- You agree that you shall not under any circumstances (including without limitation a breach by the Company of this agreement) be entitled to nor seek relief of any equitable remedy including without limitation rescission or injunctive relief and that your sole remedy shall be an action at law for damages.
- You acknowledge that the Company shall not be liable for any damage, loss, or injury suffered by you in connection with your participation in the Content, other than where the Company may be liable for death or personal injury caused by negligence.
- You confirm that you are entitled to enter into this agreement and give the consent referred to above and shall indemnify and keep the Producer and the Company fully indemnified against any costs, expenses, losses or claims arising directly or indirectly from any breach or non-performance of this agreement by you.
- You will not give to any person any interview or give, release or make any statement for publication by any means or medium relating to the Content without the Company’s prior written consent.
- Nothing in this agreement is intended to exclude or limit liability for any loss or damage arising as a result of fraud or for death or personal injury caused by the Company’s negligence. Notwithstanding the foregoing or any other provision of this agreement, the Company’s liability shall be limited to the sum received by the Company in connection with the assignment of the Content to the Company, inclusive of costs, interest, and all incidental expenses, in respect to any claim or series of claims for breach or non-performance by the Company of any provision of this agreement, breach of statutory duty, negligence, or otherwise.
- This agreement sets out the entire agreement between the parties at the date hereof relating to the subject matter of this agreement.
- A person who is not a party to this agreement has no right to enforce this agreement, save that the Company shall be entitled to exercise its rights hereunder and rely on and enforce this agreement as if it were a party hereunder.
- This agreement shall be governed by and construed in accordance with U.S. law and the parties hereby submit to the exclusive jurisdiction of the courts of Delaware and the United States of America.
Content License Terms
You agree to the following Terms:
(A) You own the Intellectual Property Rights in the Materials (as defined below).
(B) You have agreed to license to Athlete CRUSH Inc. the Intellectual Property Rights of the Materials on the terms described in this agreement.
The following definitions and rules of interpretation apply in this agreement.
Commencement Date: the date of this agreement.
Contributor Release Agreement: this contributor release agreement outlined in the terms and conditions.
Intellectual Property Rights : all copyright and related rights, service marks, trade marks, business names, goodwill, rights in get-up, and the right to sue for passing off, rights to use and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Materials: the content you submit, in whatever format, via http://www.athletecrush.com/college-impact-awards/
Relevant Rights: all the Intellectual Property Rights embodied in the Materials.
Revenues: any funds received by Athlete CRUSH Inc. during the Term that are directly and identifiably in connection with the commercial licensing of the Materials by Athlete CRUSH Inc., less any value added tax or other sales tax on such sums and less any out of pocket expenses incurred by Athlete CRUSH Inc. in connection with the commercial licensing of the Materials.
Term: a period of 12 months from the Commencement Date.
Your Share: as defined in clause 3.
1.2 Clause headings shall not affect the interpretation of this agreement.
1.3 References to clauses are to the clauses of this agreement.
1.4 Unless the context otherwise requires, words in the singular shall include the plural, and additionally, the plural shall include the singular.
1.5 This agreement shall be binding on, and ensure to the benefit of, the parties to this agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party's personal representatives, successors and permitted assigns.
1.6 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
1.7 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
1.8 A reference to writing or written includes email.
1.9 Any words following the terms include, including, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the content preceding those terms.
- Grant of Rights
2.1 In full consideration of the mutual promises made under this agreement and the License (as defined below), which you hereby acknowledge is a valid consideration for all rights granted hereunder, you hereby grant to Athlete CRUSH Inc. as at the Commencement Date an exclusive license of the Relevant Rights and all other title, rights, and interest in and to the Materials (including the benefit of all relevant Contributor Release Agreements) for the Term so that Athlete CRUSH Inc. shall be exclusively entitled during the Term to exploit the Materials throughout the world in absolutely any and all media whether now known or hereafter invented in perpetuity.
2.2 You are wholly responsible and liable for your communications and submissions made under your name, user name, email address, password and your registration and profile information, if any.
2.3 You hereby grant to Athlete CRUSH Inc. the right during the Term to issue details relating to the Materials and/or any other broadcast in which you may be included and to use and reproduce the Materials, your name, photographs, likenesses or details about you in marketing, promotional material and in connection with the Materials.
3.1 You hereby acknowledge that the License includes full, equitable, proper and adequate remuneration in respect of any and all rights of whatsoever kind or nature to which you may now be or shall hereafter become entitled under the laws of any country of the world in connection with exploitation of the Materials in all media.
All payments made by Athlete CRUSH Inc. under this agreement are exclusive of GST. If any such payment constitutes the whole or any part of the consideration for a taxable or deemed taxable supply by you, Athlete CRUSH Inc. shall increase that payment by an amount equal to the GST which is chargeable in respect of the taxable or deemed taxable supply, provided that you shall have delivered a valid GST invoice in respect of such GST to Athlete CRUSH Inc.
You warrant, at the Commencement Date, that:
(a) you are the sole legal and beneficial owner of, and own all the rights and interests in, the Relevant Rights;
(b) you have not licensed nor assigned any of the Relevant Rights (save in respect of the license granted on the initial submission of the Materials to Athlete CRUSH Inc.);
(c) you shall not exploit the Relevant Rights separately from Athlete CRUSH Inc. during the duration of the Term;
(d) the Relevant Rights are free from any security interest, mortgage, charge, option, or lien;
(e) you are unaware of any infringement or likely infringement of any of the Relevant Rights;
(f) all the Relevant Rights are valid and subsisting and you confirm there have been no challenges, claims, disputes or proceedings, pending or threatened, in relation to the ownership, validity or use of any of the Relevant Rights;
(g) exploitation of the Relevant Rights will not infringe the rights of any third party;
(h) the Materials are your original work and have not been wholly or substantially copied or borrowed from any other source; and
(i) all persons included, incorporated or otherwise featured in the Materials have signed a valid Contributor Release Agreement.
- Indemnity and limitation of liability
6.1 You indemnify Athlete CRUSH Inc. against all expenses, costs, liabilities, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs on a full indemnity basis and all other reasonable professional costs and expenses) suffered by Athlete CRUSH Inc. arising out of or in connection with:
(a) the Materials;
(b) any breach of the warranties contained in clause 5; or
(c) the enforcement of this agreement or any Contributor Release Agreement.
6.2 At the request of Athlete CRUSH Inc. and at your own expense, you shall provide all reasonable assistance to enable Athlete CRUSH Inc. to resist any action, claim, or proceedings brought against Athlete CRUSH Inc. as a consequence of any breach of this agreement or any Contributor Release Agreement.
6.3 This indemnity shall apply irrespective of whether or not Athlete CRUSH Inc. has been negligent or at fault.
6.4 Subject to fraud, death or personal injury caused by Athlete CRUSH Inc. willful misconduct or negligent act, in no event will Athlete CRUSH Inc. be liable for any punitive, consequential, indirect, incidental, special, or exemplary damages whatsoever arising out of any Materials.
- Moral Rights
You, as the sole author of the Materials, waive your moral rights in relation to the Materials and, so far as is legally possible, any broadly equivalent rights you may have in any part of the world.
- Further Assurance
8.1 At your own expense you shall use all reasonable endeavors to attain that any necessary third party shall, promptly execute and deliver such documents (including any Contributor Release Agreement required by Athlete CRUSH Inc.) and perform acts as may be required for the purpose of giving full effect to this agreement and any Contributor Release Agreement (and ensuring that Athlete CRUSH Inc. has the full benefit of any Contributor Release Agreement), including assisting Athlete CRUSH Inc. in obtaining, enforcing and defending the Relevant Rights and assisting with any other proceedings which may be brought by or against Athlete CRUSH Inc. against or by any third party relating to the Relevant Rights.
No failure or deferral by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
- Entire agreement
10.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, assurances, warranties, promises, representations and understandings between them, both written or oral, relating to its subject matter.
10.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorized representatives).
12.1 If any provision or part-provision of this agreement is or becomes illegal, invalid or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.
12.2 If any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, it is legal, valid and enforceable, and, to the greatest extent, achieves the intended commercial result of the original provision.
13.1 This agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
13.2 Transmission of the executed signature page of a counterpart of this agreement by (a) e-mail or (b) by way of any mechanism on a website operated by Athlete CRUSH Inc. stated as effecting delivery of an executed signature page shall take effect as delivery of an executed counterpart of this agreement.
13.3 No counterpart shall be effective until each party has executed at least one counterpart.
- Third party rights
No one other than a party to this agreement, their successors and permitted assignees, shall have any right to enforce any of these terms.
15.1 Any notice or other communication given to a party under or in connection with this agreement shall be in writing and shall be sent by email to:
(a) Athlete CRUSH Inc.: [email protected]
(b) Submitter : email address submitted with content.
15.2 Any notice or communication shall be deemed to have been received by 9.01 am on the next Business Day after transmission.
15.3 This clause does not apply to the service of any proceedings or other documents in any arbitration, legal action or other method of dispute resolution.
- Governing law
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of the State of Delaware and the United States of America.
Each party irrevocably agrees that the courts of Delaware shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).