IMPORTANT: You must meet the Age Requirements in Section 2 of this Agreement and the Content Requirements in Section 3 of this Agreement.
1. User Content Submissions.
The Website is not a general purpose video submission website. In most cases, user submissions will be in the context of a specific show, promotion, event or topic (an "Event"). You agree to abide by any specific terms stated with regard to the particular Event for which you are making a submission. Repeated failure to comply with this requirement or repeated submission of wholly inappropriate materials may result in termination of your access privileges.
In this Agreement, the expression "User Content" is used to mean all content, media and materials you submit to or for the Website, including, without limitation, still photographs, writings, spoken statements, music, audio, video, video recordings, audio-visual works and recordings, slides, portraits, animated and/or motion pictures, caricatures, likenesses, vocal or other sounds, sound recordings, voices, voice reproductions, computer graphics and visual effects, as well as any accompanying documentation, packaging or other materials, tangible or intangible, and to all derivative works, translations, adaptations or variations of same, regardless of the tangible medium, broadcast medium, format or form, now known or hereinafter developed or discovered, and regardless of where produced, on location, in a studio or elsewhere, in black-and-white or in colors, alone or in conjunction with other work, characters, real or imaginary, in any part of the world, and irrespective of whether any of the foregoing is uploaded directly to the Website or uploaded via links to other websites.
To submit User Content to the Website you must upload such User Content (transmit a copy of the digital video file or provide links to other websites containing the User Content) through the Internet through our Website, usually on a page associated with the particular Event. Each time you upload or submit any User Content (or if you attempt to do so) you will be confirming your acceptance of, and agreement to be bound by the terms of this Agreement. The instructions for uploading User Content are on the web page provided for the upload of User Content. To be considered for posting and display to the public, your User Content must meet all the specifications and requirements relating to formatting, compatibility, operating characteristics and submission and these can be found on the web page for uploading your User Content. In order to submit User Content, you will also need to meet our Age Requirements (See Section 2 below) and your User Content must meet our Content Requirements (See Section 3 below). Successful completion of the submission process does not mean that Music Challenge USA will make any use of your User Content. To the contrary, Music Challenge USA shall not be required, or have any obligation to accept, display or use in any manner any submitted User Content, and Music Challenge USA may, in its sole discretion, remove or refuse to do anything at all with respect to any User Content.
When you submit any User Content to the Website, you may also be asked to provide some information about you and your submission. This may include such things as a descriptive title, some information about the content, length, your location and/or similar information, and in some cases, information regarding the material's appropriateness for the particular Event. By submitting User Content, you are also agreeing and you understand that the term "User Content" also includes, without limitation, and refers to all of the information you submit or we may receive that is related to your submission. Always keep a copy of anything you send because we shall not be responsible for lost, damaged, misdirected, unusable or unreadable content. Proof that you submitted any particular User Content does not constitute proof that Music Challenge USA received anything.
2. Age Requirements.
3. Content Requirements.
You are solely responsible and liable for your communications and submissions (and the consequences) made under your name, user name, email address, password and your registration and profile information, if any. User Content does not reflect the views of Music Challenge USA, and Music Challenge USA does not represent or guarantee the truthfulness, accuracy, or reliability of any User Content, nor does Music Challenge USA endorse or support any opinions expressed in any User Content, and except for attempting to prevent Unauthorized Content from being displayed, we do not filter or screen any User Content. In no event shall Music Challenge USA have or be construed to have any responsibility or liability for or in connection with any of your User Content. If we determine, in our sole discretion, you have not met the Age Requirement (See Section 2 above) or our Content Requirements or if, in our judgment, you or any User Content you submit violates this Agreement, any law or is otherwise objectionable as we may determine in our sole discretion, we reserve the right, at any time, without notice and without limiting any and all other rights we may have under this Agreement, at law or in equity, to (a) refuse to allow you to submit further User Content, (b) remove and delete your User Content, (c) revoke your registration and right to use the Website and (d) use any technological, legal, operational or other means available to enforce the terms of this Agreement, including, without limitation, blocking specific IP addresses or deactivating your registration, access using your e-mail address, your user name and password. We make no claim the Website or any User Content is appropriate for any particular purpose or audience, or that any User Content, software or our Website may be accessed, used or downloaded outside of the United States, which may not be legal for certain persons or in certain countries and you do so at your own risk. You are responsible for compliance with the laws of your jurisdiction. The United States controls the export of products and information and you agree to comply with such restrictions and not to export or re-export any User Content, information, software, materials, products or services to countries or persons prohibited under the export control laws and regulations.
• inappropriate to the Event for which it was submitted; or
• causing harm, harassing anyone or which may prevent, prohibit, inhibit, restrict or otherwise impair others from using or enjoying our Website; or
• unauthorized access to the Website or information of other users; or
• the modification, impairment, disruption, alteration or interference with the use, features, functions, operation or maintenance of the Website; or
• in violation of the copyright infringement policies described in Section 4.
Music Challenge USA does not control any User Content submitted and, although we may use both automated and manual means of reviewing User Content in order to prevent Unauthorized Content from appearing and being displayed on the Website, we do not have any obligation to you to review, evaluate or monitor User Content for that or any other purpose. Music Challenge USA reserves the right to review any submitted User Content and to delete, remove, move, edit or reject, without notice to you, any User Content that Music Challenge USA deems, in its sole discretion, abusive, defamatory, obscene, pornographic, in violation of copyright, trademark or other intellectual property rights, to be in violation of this Agreement, inappropriate for the Event for which it was submitted, or to be unacceptable to Music Challenge USA for any reason or for no reason whatsoever; provided, however, that Music Challenge USA shall have no obligation or liability to you for failure to do so or for doing so in any particular manner. If Music Challenge USA receives notice of any claim of infringement that satisfies specific legal requirements, such as notice and takedown requirements under U.S. copyright law (See Section 4 below), Music Challenge USA may remove User Content associated with such claim. Music Challenge USA reserves the right to provide information to law enforcement officials, governmental agencies and pursuant to judicial or regulatory compulsion, to protect their respective interests, the Website or to comply with legal, regulatory, audit and compliance obligations.
4. Copyright Infringement; Content Violations; Violations of this Agreement.
5. Rights Granted to Music Challenge USA.
In connection with each and all User Content you submit to or through the Website, you grant to Music Challenge USA the nonexclusive, unqualified, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual and royalty free right, license, authorization and permission, in any form or format, on or through any and all media or medium and with any technology or devices now known or hereafter developed or discovered, in whole or in part, to host, cache, store, maintain, use, reproduce, distribute, display, exhibit, perform, publish, broadcast, transmit, modify, supplement, enhance, excerpt, extract, prepare derivative works of, adapt, reformat, translate, and otherwise exploit all or any portion of your User Content (and any version thereof) in any and all media now known or hereafter created, including, without limit, on the Music Challenge USA cable programming network , the Website, and any websites (whether via streaming or download), channels, services, mobile, wireless or portable devices, and any other distribution platforms of Music Challenge USA, whether now known or hereafter developed (collectively, the "Platforms"), whether by means of syndication or otherwise, for commercial, educational or any purpose whatsoever (including, without limitation, for purposes related to Music Challenge USA, the Website and the Platforms and/or the promotion thereof) without payment, accounting, notification or other obligation to you, and the right to license and sub-license and authorize others to exercise any of the rights granted hereunder to Music Challenge USA, in our sole discretion. In addition to, and not in limitation of, the foregoing, to the extent that your User Content contains musical compositions and/or musical recordings containing musical compositions ("Musical Elements") you agree that, at no cost to Music Challenge USA, you own, control or have secured by valid license(s) with any respective publisher(s), record label(s) and/or any third party copyright owner(s) or controller(s), all rights (including, without limit, synchronization rights, master rights and public performance rights) necessary for you to use any Musical Elements in connection with the User Content on the Platforms in perpetuity throughout the universe. For the avoidance of doubt, without limiting the generality of the rights granted to Music Challenge USA, these rights include, without limitation, the right to create derivative works of, distribute and synchronize all or any portion of your User Content in timed relation to any other visual elements; to web cast, pod cast, re-publish, re-broadcast, re-platform, port, syndicate, route, and link to and from all or any portion of your User Content; to encrypt, encode and decode, and compress and decompress all or any portion of your User Content; to edit, mix, combine, merge, distort, superimpose, create or add special effects, illusions and/or other material to or of all or any portion of your User Content; to allow others to rate, vote, approve, or otherwise comment on your User Content; to create composite, stunt, comic or unusual photographs, videos, animations, motion pictures and/or voice reproductions from all or a portion of your User Content; and to excerpt and/or extract portions of your User Content in order to host, store, index, categorize and display your User Content on or through the Platforms. Furthermore, if you submit any User Content in connection with one Event, Music Challenge USA nonetheless shall have the right to use the User Content in connection with any other Event or in connection with any programming on the Website or the Platforms, in its discretion, including but not limited to, an unlimited number of audio streams of any and all of the Musical Elements.
By submitting User Content to the Website, in addition to the rights, licenses and privileges referred to above, you are also granting Music Challenge USA the nonexclusive, unqualified, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual and royalty free right, license, authorization and permission to use and refer to your name, logo, marks, image, characteristic or other distinctive identification in presentations, marketing materials, customer lists and financial reports, 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 Website and the Platforms, and any products, programs, goods, features, functions, capabilities and/or services associated with Music Challenge USA and to use and otherwise exploit any ideas, concepts, content, material, expression or form of expression, in whole or in part, contained in your User Content, for any purpose whatsoever, without any compensation or accounting to you, in products or services developed by Music Challenge USA, without limitation or restriction whatsoever.
The rights, licenses and privileges described in this Agreement and granted to Music Challenge USA shall commence immediately upon submission of User Content to or through the Website and continue thereafter perpetually and indefinitely, regardless of whether you continue or remain a registered user or not, unless and until terminated, in whole or in part, by Music Challenge USA on notice to you. Notwithstanding the foregoing, you acknowledge and agree that Music Challenge USA shall not be required or have any obligation to host, index, display, accept or use any submitted User Content (or take advantage of any or all of the particular rights and authorities granted or otherwise available) and Music Challenge USA may, in its sole discretion, remove or refuse to host, index, display, accept, use or do anything at all with respect to any User Content. Once you submit or attempt to submit your User Content to or through the Website, whether to or through the Website, you shall have no right to prohibit, restrict, revoke or terminate any of the rights granted to Music Challenge USA. 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 to or through the Website. You also understand and agree that neither all or any portion of your User Content, nor any commercial, advertisement, promotional, marketing or other material associated with your User Content, need to be submitted for your approval prior to use.
You hereby release Music Challenge USA 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 use or nonuse of the 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 the User Content and the rights granted to Music Challenge USA hereunder. Music Challenge USA has the right to assign, transfer, convey, license, sub-license and otherwise transfer, sub-contract, 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.
Music Challenge USA retains all right, title and interest in and to the Website, 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 Website. If Music Challenge USA provides you with software or other capabilities or makes software or capabilities available to assist you in any download, upload or other process, the software and/or such capabilities is and are provided "AS IS" without any representations or warranties of any kind. You acquire no rights in or to such software or capabilities other than a limited, revocable, non-exclusive and non-transferable license to use same, solely in connection with our Website as specified by Music Challenge USA. We will not be liable for malfunctions, loss of data, damage to hardware, programs or devices resulting from use of any software, capabilities or interaction with our Website. You must use your own programs and firewalls to scan all software, to prevent intrusion, viruses, other malicious code and damage. Music Challenge USA is not responsible for any damage if you fail or are unable to do so.
Except for the licenses, authorizations, consents and rights granted hereunder and described in this Agreement, as comprehensive and broad as they may seem or actually be, Music Challenge USA acquires no title or ownership rights in or to any User Content you submit through the Website and nothing in this Agreement conveys to us any ownership rights in your User Content. You retain ownership of all right, title and interest in the User Content. Music Challenge USA is acting only as a host, bulletin board or conduit for submitted User Content in connection with our Website and the other Platforms, with all of the specific rights granted by you hereunder. Although by your submission of all User Content you are requesting and directing us to take advantage of and exploit all of the rights and privileges granted hereunder (including, without limitation, the right to display and post the User Content on the Platforms), Music Challenge USA does not have any obligation to do any of these things. While your retain ownership of all right, title and interest in the User Content itself, you agree that Music Challenge USA owns all right, title and interest in any compilation, collective work or other derivative work created by Music Challenge USA using or incorporating the User Content.
You acknowledge that other persons may have submitted User Content to Music Challenge USA, may have made public or developed, or may originate, submit, make public or develop (or Music Challenge USA may have developed), 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 any 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, program (including, without limit, any programming series), 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 to or through the Website, you acknowledge and agree that is purely coincidental and unavoidable.
7. Financial Consideration.
Music Challenge USA reserves the sole and exclusive right to sell advertising and otherwise exploit, benefit from and/or realize revenue from the conduct of its business and hosting and operating the Website or other Platforms 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 Website or other Platforms.
9. Disclaimers and Limitation of Liability.
THE WEBSITE IS PROVIDED "AS IS" WITH NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED AND YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR YOUR USER CONTENT, THE REPRESENTATIONS AND OBLIGATIONS UNDER THIS AGREEMENT AND FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING FROM YOUR USE OF THE WEBSITE. MUSIC CHALLENGE USA EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES CONCERNING ACCESS TO AND/OR THE AVAILABILITY, ACCURACY, USEFULNESS AND/OR SECURITY OF THE WEBSITE, 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 WEBSITE WILL FUNCTION OR PERFORM IN ANY PARTICULAR MANNER.
THE WEBSITE IS MAINTAINED ON SERVERS IN THE UNITED STATES INTENDED FOR USERS AND USE OF THE WEBSITE THAT IS NOT RESTRICTED OR PROHIBITED BY LAW OR REGULATION. MUSIC CHALLENGE USA DISCLAIMS ALL LIABILITY FOR ANY USE NOT SPECIFICALLY AUTHORIZED OR THAT IS IN VIOLATION OF THIS AGREEMENT OR THE LAWS OR REGULATIONS THAT MAY APPLY TO YOU IN ANY JURISDICTION OR COUNTRY. MUSIC CHALLENGE USA 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.
10. Other Terms.
Revised February, 2011