March 24, 2022
Paramount Global (“Paramount”) and its subsidiaries and affiliates (each, a “Paramount Affiliate” and together with Paramount, “we” or “us”), including its and their respective brands (e.g., MTV, Vh1, BET, CBS, VidCon, AwesomenessTV, Smithsonian, Comedy Central, etc.), may provide opportunities for users, viewers and listeners (“Users” or “you”) of their various websites, mobile applications, social media accounts, on-air networks, podcasts and other distribution platforms (each, our “Property” or, collectively, our “Properties”) to submit and/or share content, subject to the terms and conditions set forth below.
(b) If we determine, in our sole discretion, you have not met the age requirements or if, in our judgment, 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, at law or in equity, to: (i) refuse to allow you to submit further User Content; (ii) remove and delete your User Content; (iii) revoke your registration and right to use the Submission Methods (if within our control); and (iv) use any technological, legal, operational or other means available to enforce the terms of this Submission Agreement, including, without limitation, blocking specific IP addresses.
(c) In the event your submission of User Content is in connection with a sweepstakes, contest or other promotion, for which there are Additional Terms (e.g., official rules), and there is a conflict between this Submission Agreement and such Additional Terms, such Additional Terms will control.
2.Submission of User Content
(b) You are solely responsible and liable for your User Content made under your name, social media usernames, email address or other account that identifies you. User Content does not reflect the views of Paramount or Paramount Affiliates, and neither Paramount nor Paramount Affiliates represent or guarantee the truthfulness, accuracy or reliability of any User Content or endorse or support any opinions expressed in any User Content. In no event shall Paramount or Paramount Affiliates have or be construed to have any responsibility or liability for or in connection with any User Content. Any User Content submitted to Paramount or a Paramount Affiliate through a Third Party Platform must be submitted in accordance with all terms and conditions of the applicable Third Party Platform. You are responsible for your registration with, use and any costs related to your use of, any Third Party Platform used to submit User Content, and neither Paramount nor Paramount Affiliates shall have any responsibility therefor. We are not responsible for any lost, damaged, misdirected, unusable or unreadable User Content.
(c) You agree you will not submit or attempt to submit any User Content that we deem, in our sole discretion, abusive, obscene, pornographic, in violation of a third party’s copyright, trademark or other intellectual property rights, to cause harm, harassment, in violation of this Submission Agreement or unacceptable to us in a manner consistent with applicable law (“Unacceptable Content”). We do not control or monitor any User Content submitted, although we may use both automated and manual means of reviewing User Content in order to prevent Unacceptable Content from appearing and being displayed on our Properties or elsewhere, and we have the right to reject, refuse to accept, remove or otherwise handle User Content, as Paramount deems appropriate; provided, however, that we shall have no obligation or liability to you for failure to do so or for doing so in any particular manner. 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 Properties or to comply with legal, regulatory, audit and/or compliance obligations.
3. Rights Granted to Us
(a) In connection with all User Content you submit using the Submission Methods, you grant to us the non-exclusive, worldwide, irrevocable, unlimited, sublicenseable, perpetual, royalty-free right and license, in any manner, in any and all media, now known or hereafter devised, in whole or in part, to host, cache, store, maintain, use, promote, reproduce, distribute, display, exhibit, perform, publish, broadcast, transmit, modify, synchronize in timed relation to visual elements, and otherwise exploit your User Content on the Properties, for any purpose whatsoever (including, without limitation, for any promotional purposes) without accounting, notification, credit or other obligation to you, in our sole discretion.
(b) By submitting User Content, in addition to the rights, licenses and privileges referred to above, you are also granting Paramount and the applicable Paramount Affiliate, the non-exclusive, worldwide, irrevocable, unlimited, sublicenseable, perpetual, royalty-free right and license to use and refer to your name, logo, marks, image, characteristic or other distinctive identification in presentations, marketing materials, advertising materials, customer lists and financial reports and to do, perform, take advantage of and exploit any and all of the rights set forth herein in connection with the marketing, advertising and promotion of the Properties, Paramount, Paramount Affiliates and any products, goods, features, functions, capabilities and/or services associated with Paramount and the Paramount Affiliates, without any credit, compensation or accounting to you.
(c) Paramount and the Paramount Affiliates have the right to assign, transfer, convey, license, sublicense and otherwise transfer, subcontract, delegate, outsource or engage third parties to perform or benefit from all or any portion of its or their rights and/or obligations to any one or more other parties without accounting, reporting, notification or other obligation or liability to you whatsoever, now or in the future.
(d) Notwithstanding the foregoing, you acknowledge and agree that neither Paramount nor any of the Paramount Affiliates will be obligated to take advantage of any or all of the particular rights granted above, and Paramount and the Paramount Affiliates shall have the right, in their sole discretion, to remove any User Content at any time for any or no reason. You are not entitled to and you will not receive any compensation or other consideration for your User Content or any use made of your User Content once submitted in its discretion. Further, proof that you submitted User Content does not constitute proof that we received anything.
(a) You hereby release Paramount and the Paramount Affiliates from any and all claims of any rights, encumbrances, liens, claims, demands, actions or suits which you may or can have in connection with your User Content, including, without limitation, any and all liability for any permitted use or nonuse of your User Content, claims for defamation, libel, slander, invasion of privacy, right of publicity, emotional distress or economic loss. You also forever waive and relinquish all moral rights or droit moral now or hereafter recognized in connection with your User Content and the rights granted to Paramount and the Paramount Affiliates hereunder.
(b) You acknowledge that other persons may have submitted User Content to us, may have made public or developed, or may originate, submit, make public or develop, material similar or identical to all or a portion of your User Content or concepts contained therein, and you understand and agree you will not be entitled to any compensation because of the use or exploitation thereof and the submission of User Content, or any posting or display thereof, is not any admission of novelty, priority or originality. Even if you subsequently see or learn of a presentation, motion picture, still photograph, film, video or any other content which appears to incorporate any idea or concept or include anything similar or identical to that contained in any User Content you or anyone else submits, that is purely coincidental and unavoidable.
Except for the licenses, authorizations, consents and rights granted hereunder and described in this Submission Agreement, you retain all right, title and interest in and to your User Content. As between you and Paramount and Paramount Affiliates, we retain all right, title and interest in and to the Submission Methods, including, without limitation, to all associated intellectual property and proprietary rights existing anywhere in the world, and you acquire no ownership, proprietary or other rights, title or interest in or to the Submission Methods.
6. Representations and Warranties
You represent, warrant and covenant that: (a) you own the User Content you submit and/or have all rights in such User Content (including all necessary consents and authorizations from any other individuals appearing in the User Content) to grant all of the authorizations, permissions, approvals, consents, rights and licenses as described in this Submission Agreement; (b) all of the information provided by you associated with your User Content is correct, complete and current; (c) your submission of any User Content does not violate this Submission Agreement, and such submission and exercise of the rights you grant to Paramount and the Paramount Affiliates in the User Content, shall not violate any rights of any other party, any of your obligations, any law or regulation or infringe upon or misappropriate any intellectual property, privacy, publicity or other rights of any party; (d) you hold and will continue to hold all the ownership, license, proprietary and other rights necessary to enter into, authorize, grant rights and perform your obligations under this Submission Agreement as described; and (e) you will comply with all applicable laws, rules and regulations in connection with your submission of User Content. Upon the request of Paramount or a Paramount Affiliate, you will furnish Paramount or such Paramount Affiliate with any documentation, substantiation and releases necessary and reasonably required to verify and substantiate your compliance with any or all of the terms and conditions of this Submission Agreement, including, without limitation, the foregoing representations, warranties and covenants. You further represent and warrant that the submission of your User Content is not subject to or under the jurisdiction of any guild or union collective bargaining agreement, and you further acknowledge that Paramount and the Paramount Affiliates are not signatory to any such agreement. Notwithstanding anything to the contrary, you also understand and agree that Paramount and/or the Paramount Affiliates shall not be obligated or responsible for providing any guild or residual payments in connection with the submission and exploitation of the User Content.
7. Financial Consideration
Paramount and the Paramount Affiliates reserve the sole and exclusive right to sell advertising and otherwise exploit, benefit from and/or realize revenue from the conduct of its business and operating the Submission Methods and Properties and any and all arrangements made with respect thereto, without accounting, obligation or liability to you, notwithstanding that your User Content may be displayed on or otherwise used by or in connection with the Submission Methods and Properties.
You agree to indemnify, defend and hold Paramount and the Paramount Affiliates, and any of their successors and assigns, and any of their respective officers, directors, employees, agents, representatives, licensors, advertisers, suppliers and operational service providers harmless from and against any and all claims, actions, losses, expenses, damages and costs (including reasonable attorneys' fees), resulting from any breach or violation of this Submission Agreement by you, or Paramount’s and the Paramount Affiliates’ permitted use or public posting of your User Content. Paramount and the Paramount Affiliates reserve the right to assume, at their sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with Paramount and/or the Paramount Affiliates in the defense of any such claim, action, settlement or compromise negotiations, as requested by us.
9. Disclaimers and Limitation of Liability
THE SUBMISSION METHODS ARE PROVIDED "AS IS" WITH NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED AND YOUR USE OF THE SUBMISSION METHODS IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR YOUR USER CONTENT, THE REPRESENTATIONS AND OBLIGATIONS UNDER THIS SUBMISSION AGREEMENT AND FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING FROM YOUR USE OF THE PROPERTIES OR SUBMISSION METHODS. PARAMOUNT AND THE PARAMOUNT AFFILIATES EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES CONCERNING ACCESS TO AND/OR THE AVAILABILITY, ACCURACY, USEFULNESS AND/OR SECURITY OF THE PROPERTIES OR SUBMISSION METHODS, ANY CONTENT, MATERIAL, SOFTWARE, INFORMATION, DATA, SOFTWARE, CAPABILITIES MADE AVAILABLE TO YOU, RESOURCES, FACILITIES, PRODUCTS AND/OR SERVICES, AND WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THAT THE SUBMISSION METHODS WILL FUNCTION OR PERFORM IN ANY PARTICULAR MANNER.
PARAMOUNT AND THE PARAMOUNT AFFILIATES EXPRESSLY DISCLAIM ALL LIABILITY FOR ANY USE NOT SPECIFICALLY AUTHORIZED OR THAT IS IN VIOLATION OF THIS SUBMISSION AGREEMENT OR THE LAWS OR REGULATIONS THAT MAY APPLY TO YOU IN ANY JURISDICTION OR COUNTRY. PARAMOUNT AND THE PARAMOUNT AFFILIATES EXPRESSLY DISCLAIMS ALL LIABILITY FOR ANY AND ALL DAMAGES, WHETHER DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, HOWSOEVER ARISING OR CAUSED, WHETHER FORESEEABLE OR NOT, REGARDLESS OF THE FORM OF ACTION OR THE BASIS OR CHARACTERIZATION OF THE CLAIM AND EVEN IF ADVISED OF THE POSSIBILITY OF DAMAGES.
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