The following shall constitute an Agreement effective from the date (“Acceptance Date”) on which you submitted the Content (as defined below) and thereby accepted the Terms of this Agreement. These terms and conditions govern the contractual relationship between BViral LLC, its successors, affiliates, licensees and assigns (“BViral”, “Licensee” “us” or “we”) and you (“Licensor” or “you”) in relation to the grant of rights being provided by you in relation to the Content.
You are uploading and/or submitting certain visual or audio-visual content to BViral (the “Content”) and by uploading and/or submitting the Content to BViral, you grant us the full and exclusive rights to use the Content.
You hereby irrevocably assign to BViral absolutely and with full title guarantee, all intellectual property rights and interest in and to the Content (including, without limitation, the title thereof, any people featured, performances, characters, names, trademarks, logos, animation, audio (including but not limited to music, sound recordings and sound effects) and any other rights or elements which make up, are depicted or appear in, or which are associated with the Content and the file(s) submitted to BViral (regardless of the format, including (but not limited to) submissions in URL formats). Such rights granted shall include the right to bring, make, oppose, defend, appeal proceedings, claims or actions and obtain relief (and to retain any damages recovered) in respect of any infringement, or any other cause of action arising from ownership of any of the rights in and to the Content whether occurring before, on, or after the Acceptance Date. You hereby confirm that from the Acceptance Date, BViral shall be exclusively entitled to exploit the Content (and authorise and grant other parties the right to exploit the Content) in any way or manner and for any purpose BViral see fit, including (but not limited to) any form of commercial, promotion or marketing capacity, on any and all media whether now known or hereafter invented, throughout the world and in perpetuity. You understand and agree that any brand names and logos may be added to the Content without you being notified beforehand. You furthermore, grant BViral (and/or any other third parties we authorise to use the Content) the full right to use, edit and modify the Content in any manner and without any limitations. You hereby grant to BViral the right to publicly issue details relating to the Content and/or any other information relating to you and/or the Content (including but not limited to your name, photograph(s), likeness or other details about you). You confirm that you have procured any and all such rights from any third parties in order for the foregoing to apply to any persons or subjects featured in the Content.
You warrant and undertake to BViral that: (a) you have the full right to enter into this Agreement and assign the rights (including, without limitation, any and all intellectual property rights) in and to the Content and all information provided by you to BViral is true, accurate and not misleading; (b) you are the full and legal owner of all rights (including, without limitation, any and all intellectual property rights) in and to the Content; (c) you have obtained all required clearances and paid all monies necessary in order for us to be able to exercise the rights granted by you herein and you confirm and warrant that BViral will not be required to obtain any other or separate rights, clearances or license, nor shall BViral be required to make any additional payments to any parties in order to exercise the rights granted by you herein; (d) all individuals featured in the Content have provided full consent to their inclusion in the Content and you have obtained all required consents, permissions and image/appearance releases from any individuals, groups, parties or locations, so that you are able to grant the rights granted herein, including (but not limited to) our right to use, exhibit, distribute, exploit, reproduce and/or edit (without limitation or restriction) such persons’ names, voices, likenesses, appearance and performances contained in the Content. You agree that you shall procure that any necessary third party shall execute, deliver and provide any such additional documents (required by BViral, in its sole discretion) and perform such acts as may reasonably be required for the purpose of giving full effect to this Agreement in a timely manner; (e) nothing in the Content, nor its use or exploitation by BViral, its permitted licensees and/or any other third parties’ use of the Content as authorised by BViral, will infringe or violate the rights or interests of any party (including but not limited to, copyright, trademarks, patent rights, rights of privacy, image rights, moral rights, other statutory, common law or contractual rights of any individual person or entity or any other right of any third party, breach any contract or duty of confidence, constitute a contempt of court, be defamatory, obscene or otherwise unlawful, or bring BViral or any third party into disrepute; (f) all facts expressed by you in the Content are, to the best of your knowledge and belief, true and insofar as the Content contains any opinions, these opinions are your own and are genuinely and truly held by you; (g) there has been no infringement or likely infringement of any of the Content; (h) you have not granted, nor shall you grant, to anyone else any exclusive right which would prevent or impair in any way your right to assign the rights (including, without limitation, any and all intellectual property rights) to us or which conflict with the rights being granted by you to us; and (i) you have used your reasonable endeavours to ensure that the Content does not contain any viruses or malware.
You shall fully indemnify, defend and hold harmless BViral (and any third parties authorised by BViral using or exploiting the Content), their respective officers, employees, successors, licensees and permitted assigns from and against: (a) any costs, claim, demand, action, damages, loss and/or expense arising from actions brought by any third parties arising from any breach of any of the representations, warranties or agreements made by you; (b) any claims of or respecting slander, libel, defamation, invasion of privacy or right of publicity, false light, infringement of copyright or trademark, or violations of any other rights arising out of or relating to any use of the Content as authorised herein. You agree and understand that BViral is relying on the representations made by you and any breach of the terms and/or warranties set out herein would cause BViral injury and damage that cannot be adequately compensated by damages in an action at law and you expressly agree that, without limiting our remedies, BViral shall be entitled to injunctive and other equitable relief. You irrevocably release BViral, its subsidiaries, affiliates, successors, licensees and assigns from any claim of any nature in connection with their use of the Content. You shall further fully indemnify and keep BViral fully indemnified against any costs, claim, demand, action, damages, loss and/or expense (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest penalties, legal costs and any other reasonable costs and expenses suffered or incurred by BViral) arising directly or indirectly from any breach or non- performance by you of this Agreement and you shall pay all such costs, claim, demand, action, damages, loss and/or expense forthwith on demand by BViral. At the request of BViral and at your own expense, you shall provide all reasonable assistance to enable BViral to resist any claim, action or proceedings brought against BViral as a consequence of any breach of this Agreement. Such indemnity Content Assignment Agreement 2 shall apply whether or not BViral has been negligent or at fault. You agree that the foregoing shall apply to you and to any persons featured within the Content and you have obtained required permissions from such persons in order to grant such rights to us.
By submitting the Content to us and assigning the rights of such Content exclusively to BViral in accordance with the terms and conditions set out herein, even you may not be selected as the winner of the BViral Fun Off competition. You shall be given the opportunity to receive a one-off Reward in the sum of one hundred US dollars ($00.00) (the “Reward”). You hereby acknowledge the foregoing to be of good and valid consideration for all rights granted hereunder. The Reward shall only become payable if and when the Content has been announced as a week’s winner on or before Dec 31, 2017 and has been uploaded on BViral official Facebook page, as seen at https://www.facebook.com/BViral (the “Page”). You shall also be given the opportunity to receive a one-off Reward in the sum of one hundred thousand US dollars ($100,000.00) (the “Reward”) if your Content has been announced as the Champion on or before Dec 31, 2017. Should the Reward become payable, BViral shall notify you via email and ask you to provide your payment details; and the Reward shall then be made to you within thirty (30) days following BViral’s receipt of such payment details from you. You shall provide BViral with the requested payment details within thirty (30) days, failing which the Reward shall no longer be payable. BViral shall not be liable for any late payment, should such late payment be due to your delay or failure to supply us with the required payment form. Should it arise that you have breached any of the terms set out in this Agreement (including the Warranties made by you herein) or if you fail to comply with your obligations under this Agreement, after the Reward has been paid to you by us, you shall be liable to return the Reward to us (in full and without any deductions of any kind whatsoever) within thirty (30) days of our notification of such breach to you in writing (which shall include email). 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 in full force and effect regardless of whether the Content is featured on the Page or not, and regardless of whether the Reward is paid. BViral shall not be obliged to use the Content and in the event that the Content is not used, BViral shall not be required to pay you the Reward, however the assignment of rights set out herein shall remain valid and binding in consideration of the opportunity provided to you. For the avoidance of doubt, should the Content be shared on any other properties owned by or run by BViral, the Reward shall not become payable. You understand that we may be required to deduct amounts from the Reward, if required by law (including but not limited to any form of tax) and that sums may be deducted from the Reward due to payment charges (including but not limited to bank and/or wire transfer fees, PayPal fees or other service fees).
You agree not to make any disclosures or supply any information to any third party relating to any matters arising under this Agreement, save with the prior written consent of BViral. You further agree not to give any person any interview or make, give or release any statement for publication by any means or medium relating to the Content without BViral’s prior written consent.
This Agreement constitutes and sets out the entire agreement between the parties at the date hereof relating to the subject matter of this Agreement and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between the parties, whether written or oral, relating to its subject matter. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Ordinance or otherwise to rely upon or enforce this Agreement, save that BViral shall be entitled to exercise its rights hereunder and rely on and enforce this Agreement as if it were a party hereunder.
You may seek to terminate this Agreement at any time; however,THESE TERMS SHALL ONLY BE TERMINABLE UPON THE MUTUAL AGREEMENT OF THE PARTIES, THE CONSENT OF WHICH MAY BE GRANTED OR DENIED IN BViral's SOLE DISCRETION. BViral may terminate this Agreement immediately on giving written notice to you. No termination of this Agreement shall affect any prior license of the video by BViral prior to termination, which shall continue in full effect under these Terms.
This Agreement shall be governed by and construed in accordance with Georgia law and the parties hereby agree that the courts of Georgia shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement. By clicking ‘ACCEPT’ in relation to this Agreement, you agree to be bound by the Terms set out under this Agreement