By submitting your music, including but not limited to associated sound recordings, musical compositions, musical arrangements, vocals, and lyrics, ("Work") to Animoto Inc. ("Animoto"), a California Corporation, you are accepting all of the terms set within this legal and binding Agreement. This agreement pertains to all Work(s) submitted to Animoto. “Site” or “Services” as used herein includes Animoto’s site located at the URL at https://animoto.com, Animoto’s mobile application (“Mobile App”) or Animoto’s video creation services made available through authorized third party websites..
These terms were last updated on October 6, 2016.
Animoto may periodically revise the terms of this Agreement by sending a notice to you (“Owner”) at Owner's email of record. Upon receipt of such notice, Owner will have fifteen (15) days to object ("Notice of Objection") to any change in this Agreement. If Owner does not object within fifteen (15) days by sending a Notice of Objection to firstname.lastname@example.org, then Owner agrees to be bound by such revisions to this Agreement.
The term of this Agreement shall commence as of the date first written above and end at such time that this Agreement is immediately terminated by Animoto, or after you have given Animoto thirty (30) days written notice to terminate this Agreement (the Term). Paragraphs 5-12 and 15-17 shall survive any termination or expiration of this Agreement.
Owner hereby grants to Animoto the worldwide, non-exclusive, royalty-free right and license to encode, store, perform, display, copy, transmit, broadcast, market, distribute, and make available to its users for creation of an Animoto video, the Work in its entirety, or versions, derivative works, or excerpts thereof, on the Site for the Term. Such rights to the Work shall cover all territories throughout the world. In addition, Work(s) submitted to Animoto on physical media, such videotape, CD, photo or diskette will not be returned and will become the property of Animoto and may be discarded without notice. Animoto shall also have the right to screen the Work on its websites or on the Internet site of any third party at Animoto's sole discretion. There shall be no limitation on the number of times that Animoto or its designee can screen the Work during the Term or any extension thereof.
Owner shall provide Animoto with the Work to be encoded, transmitted and distributed by Animoto as provided herein in: CD, VHS (NTSC) or CD-ROM / Zip disks as uncompressed .AVI files or such other format that is acceptable to Animoto.
Owner hereby grants to Animoto and its users a perpetual, irrevocable, worldwide, non-exclusive, royalty free right and license to use, copy, share, and display, as contemplated by the Site, an Animoto video containing the Work its entirety, or versions, derivative works, or excerpts thereof, wherein the Animoto video was created by the Animoto user during the Term.
Owner shall not be entitled to any compensation or fee for the rights granted herein.
Nothing in this Agreement shall be deemed to obligate Animoto to use, display, make available, promote, or sell or distribute the Work, or to continue such if displayed on the Site, or otherwise to exploit any rights granted to Animoto hereunder.
Owner hereby represents and warrants that (a) the Work is original; (b) the Work and the licenses granted to Animoto hereunder do not and will not infringe upon or violate the copyrights or other statutory or common law rights of another party; (c) Owner has the sole and entire right, power and authority to enter into this Agreement, (d) no adverse claim exists with respect to the Work; (e) the Work has not previously been published or exploited anywhere in the world; (f) Owner has the sole and entire right, power, and authority to grant the rights granted to Animoto hereunder, (g) Owner owns and controls the Work and all rights in it throughout the world; and (h) any and all materials included in the Work are works made for hire and free from reversionary rights therein.
All of the following have been discharged or paid or will be discharged or paid by Owner or persons other than Animoto:
All claims and rights of the copyright holders, if any, in literary, dramatic, musical or other material, including stories, plays, scripts, scenarios, themes, incidents, plots, characteristics, dialogue, music, words appearing, used or recorded in Owner's Work.
All obligations, of any kind, including, without limitation, those with artists and personnel, relating to purchases, licenses, laboratory contracts, distribution, exhibition, performance or exploitation of Owner's Work.
Any payments required to be made to any performing rights society or to any body or group representing authors, composers, musicians, artists, and other participants in the production of Owner's Work, publishers or other persons having legal or contractual rights of any kind to participate in the receipts of Owner's Work or to payments of any kind as a result of the distribution or exhibition of Owner's Work and any taxes thereon or on the payment thereof.
Owner warrants that the video content of Owner's Work is not obscene, pornographic, does not invade privacy rights, exploit the images of individuals under the age of eighteen (18), or in any other way violate applicable laws and regulations.
Owner agrees to indemnify and hold harmless Animoto, its subsidiaries, affiliates, successors, assigns, and licensees, and each of their respective officers, directors, shareholders, affiliates, subsidiaries, employees, attorneys, representatives, agents, licensees, successors and assigns, as well as Animoto’s users, from and against any and all claims, costs, demands, expenses, losses, liabilities, damages, penalties and judgments including, without limitation, outside attorneys' fees and costs, whether or not litigation is commenced (collectively, "Claims") arising out of or in connection with a breach or alleged breach of Owner's representations, warranties and/or agreements contained in this Agreement.
Owner shall execute such documents and do such other acts and deeds as may be required by Animoto or its assignees or licensees to further evidence or effectuate its rights hereunder. If Owner fails to do so, Animoto may execute such documents as Owner's attorney-in-fact, which appointment shall be irrevocable and coupled with an interest.
In the event of a breach of this Agreement by Animoto, Owner shall not be entitled to rescind this Agreement or any of the rights granted to Animoto hereunder, nor shall Owner be entitled to restrain, enjoin or otherwise impair the exploitation of any rights in the Work, Owner's sole and non-exclusive remedy being the right to pursue an action at law for damages.
Owner shall have no right to assign this Agreement or any of Owner's rights hereunder or to delegate any of Owner's obligations. Any purported assignment or delegation by Owner shall be null and void. Animoto shall have the right to assign any or all of its rights under this Agreement.
The laws of the State of California shall govern this Agreement, without reference to its conflicts of laws provisions. This Agreement shall constitute the entire and binding agreement between the parties with respect to the subject matter herein. This Agreement merges and supersedes all prior and contemporaneous understandings and agreements (whether written or oral) between the parties regarding the subject matter hereof and may not be modified except by a writing signed by the parties hereto. If, for any reason, any provision of this Agreement is adjudged to be unenforceable, such adjudication shall in no way affect any other provision of this Agreement or the validity or enforceability of the remainder of this Agreement and the affected provision shall be modified or curtailed to the minimum extent necessary to bring it into compliance with applicable law.
Nothwithstanding anything contained herein, you agree that any legal disputes arising out of or relating to this Agreement shall be submitted to binding arbitration in San Francisco, California USA. The arbitration shall be conducted by the American Arbitration Association under its Commercial Arbitration Rules. Any judgment on the award by the arbitrator may be entered in a court having jurisdiction thereof. You agree that any claim, action or proceeding arising out of or related to these Terms of Service or the Services must be brought in your individual capacity, and not as a plaintiff or class member in any purported representative or class proceeding. The arbitrator may not consolidate more than one person’s claims. YOU ACKNOWLEDGE THAT YOU ARE WAIVING THE RIGHT TO A TRIAL BY JURY OR PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN A CLASS ACTION OR REPRESENTATIVE PROCEEDING.
This document was last updated on October 6, 2016.
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