YOU AGREE THAT DISPUTES (EXCEPT FOR CERTAIN TYPES OF DISPUTES DEFINED IN PARAGRAPH AA BELOW) BETWEEN YOU AND LAUNCHPAD, ITS PARENTS, AFFILIATES, OR ASSIGNS WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. YOU MAY OPTOUT OF THIS AGREEMENT TO ARBITRATE BY FOLLOWING THE PROCEDURES DESCRIBED IN THE ARBITRATION SECTION AA BELOW.
“Content” shall mean: any text, messages, ideas, concepts, pitches, suggestions, stories, screenplays, treatments, formats, artwork, photographs, drawings, graphics, videos, and all forms of audiovisual works and recordings, and each element contained therein, including, without limitation, any and all copyright and other intellectual property rights thereto, as well as all original materials created by You which are incorporated therein, including, without limitation, all artwork, dialogue, literary material, music and musical compositions (including lyrics), sound recordings, characterizations, interactive features, Your and/or other persons’ names, likenesses, voices, usernames, profiles, actions, appearances, performances and/or other biographical information or material, and/or other similar materials that are submitted, posted, uploaded, embedded, displayed, distributed, communicated or otherwise added to or through the Services.
By adding or uploading Content to Launchpad either to or through the Services, You are transferring exclusive ownership of the Content to Launchpad. Said transfer irrevocably grants Launchpad (for use in the Program or any program or use) the sole and exclusive worldwide ownership of all right, title and interest, (fully-paid, royalty-free, licensable and transferable (in whole or part) in and to this Content and all elements thereof and the fully-paid, royalty-free, licensable and transferable (in whole or part) worldwide license to all embedded third-party copyrights, trademarks, patents, trade secrets, privacy and publicity rights and other intellectual and industrial property rights that You own or control, to use, reproduce, transmit, display, exhibit, distribute, index, comment on, modify, edit, adapt, translate, create derivative works based upon, perform and otherwise exploit such Content, in whole or in part, in Launchpad’s sole discretion, in all media formats and channels now known or hereafter devised (including, but not limited to, on websites, cable and broadcast television networks and stations, on broadband and wireless platforms, commercials, products and services, on physical media, and in theatrical release) for any and all purposes including, without limitation, entertainment, news, advertising, promotional, marketing, publicity, trade or commercial purposes, all without further notice to You or the foregoing third-party(ies), with or without attribution, and without the requirement of any permission from or payment to You or to any other person or entity.
Without limiting the foregoing grant of rights, You understand and agree that Your grant also includes the right to use Your name, voice, likeness, biographical information, appearance and performance in and in connection with the Content or video and/or the Programs, as “Programs” is defined below (collectively, the “Personal Rights”). Your grant includes use of Your Personal Rights and any use Launchpad may make of the Content, including, without limitation, any use of the Content in and/or in connection with, and/or any other program(s), format(s), production(s), commercials, commercial tie-ins, product endorsements, licensing, product merchandising and/or merchandising of any kind, whether or not related to Launchpad and also includes, without limitation, the right to use the Content and the Personal Rights to publicize, advertise and promote any and all of the Programs and/or broadcaster’s or other applicable exhibitor’s or transmission entity’s respective programs, products or services, including, inter alia, transmission by satellite and over the Internet (collectively the “Programs”) in any and all media, whether now known or hereafter devised, including, without limitation, all forms of home video (including, but not limited to, videocassettes, DVDs, VOD, digital recordings or transmission, etc.); theatrical motion pictures; compilations; printed media; the Internet, websites and any and all digitized versions (including, without limitation, any sponsored or commercial use in connection with online banner, “pre roll,” “post roll,” and/or targeted advertising, graphic overlays and watermarking (and any other modifications or edits to the Content itself) digital and electronic devices (including, but not limited to gaming devices such as entertainment stations and handheld devices, such as, Nintendo, Playstation, Xbox, Gameboy, DS, PSP, cell phones, tablets, etc.); outdoor spaces, public media, private media; all new media and future technologies and all forms of television, (e.g., free, pay, pay-per-view, cable, satellite, OTT or otherwise) throughout the universe in perpetuity and in any and all advertising, publicity and promotion relating to any of the foregoing (all of the foregoing, collectively, “Commercial Rights”). You also understand and agree that Launchpad may sell, assign or license the rights hereunder (in whole or in part) to any third party in its sole discretion and without providing any further consideration or notice to You.
Further to the foregoing, Launchpad grants to You a limited, nontransferable, noncommercial, personal use license in the Content for the purpose of personal use, including using the Content in Your personal social networking account(s) online (which should be set to private). This personal use license permits Your use of the Content in connection with no more than one (1) account per social networking site. This license does not in any way permit You to license, sell, transfer, or otherwise commercialize or monetize the Content with any third-party, including without limitation exhibiting and/or distributing the Content except as described in this paragraph, and/or using the Content or any portion thereof as a submission to any third-party contests.
To the extent that Launchpad solicits Content through features or activities on or through the Services that require the use of its copyrighted works (in whole or in part), Launchpad hereby grants You a non-exclusive license to create a derivative work using Launchpad’s its copyrighted works (in whole or in part) as required (but only as required, and only for the purpose of creating Your Content); provided however, that such license shall be conditioned upon Your assignment of all rights in the work You create to Launchpad. If such rights are not assigned to Launchpad, Your license to create derivative works using Launchpad’s copyrighted works (in whole or in part) shall be null and void. You agree to the foregoing grant of rights, consents, agreements and assignments whether or not Your Content is used by Launchpad.
In the event that Launchpad offers downloads of software on the site and You download such software, the software, including any files, images incorporated in or generated by the software, and data accompanying the software (collectively, the “Software”) are licensed to You by Launchpad or third-party licensors for Your limited, personal, noncommercial home use only. Launchpad does not transfer title to the Software to You. Except as permitted under applicable law, You may not distribute or otherwise exploit the Software or decompile, reverse engineer, disassemble, adapt it, or otherwise reduce the Software to a human-readable form, except to the extent permitted by applicable law.
You agree that any claim you may have arising out of or related to your use of the Services or relationship with Launchpad, must be filed within six months after such a claim arose; otherwise, Your claim is permanently barred.
You hereby agree to indemnify, defend and hold Launchpad, and its affiliates, licensees, grantees, successors and assignees, including but not limited to, programs, broadcasters, and the respective officers, directors, employees and representatives of each of the foregoing entities, companies, and organizations and any and all other related person(s) or entity(ies), harmless against any and all losses, claims, debts, demands, liabilities, attorneys’ fees and expenses, and all other damages or costs arising from or related to: a) any breach of the representations or warranties made herein or the falsity of any of such representations or warranties, including, without limitation, any and all claims by third parties that their signature(s) has or have been forged or otherwise obtained by any improper means, and b) the use by grantees of any of the rights and permissions You have granted herein, and c); and any act or omission by You in connection with Your submissions or application for or an appearance in the Program.
Launchpad cannot and do not assume any liability from user Content posted to the site and/or affiliated sites. Use of the Launchpad website and the Services it provides are at Your sole risk. Launchpad cannot and will not guarantee up-time, accuracy of content, or future features, although Launchpad will strive to meet its own exacting standards and will encourage the community to be self-policing. The Services are in continuing revision and improvement, so bugs and errors should be expected occasionally. Downloading any content from the site will be done at Your own risk and Launchpad is not responsible for any harm that may be done to Your computer. Special needs users should consult their physician before using the site. Launchpad is not responsible for any defamatory, unlawful, pornographic, or otherwise offensive or infringing material that You may find while navigating the Launchpad website and affiliates. Launchpad is not required to screen any Content on the Launchpad website but reserve the right to remove or edit any Content without prior notification at any time. Launchpad encourages You to report infractions or infringing content to firstname.lastname@example.org. Launchpad is not responsible for any loss of data from failure of Launchpad’s computer systems, storage systems or for any other reason. Members should create back-up copies of their information and submissions in case any Launchpad data is lost or removed at any time.
SUBJECT TO APPLICABLE LAW, THE CONTENT ON OR OTHERWISE RELATED IN ANY WAY TO THE SITE, THE SERVICES, LAUNCHPAD AND/OR LAUNCHPAD SITES OR ANY THIRD PARTY SITES OR SERVICES LINKED TO OR FROM THE SITE IS PROVIDED “AS IS” AND WITHOUT CONDITIONS OR WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, LAUNCHPAD, DISCLAIM ALL CONDITIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, SUBJECT TO APPLICABLE LAW, THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, AVAILABILITY, SECURITY, COMPATIBILITY AND NONINFRINGEMENT. LAUNCHPAD DOES NOT WARRANT THAT ANY CONTENT WILL BE ERROR-FREE, THAT ACCESS THERETO WILL BE UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY LAUNCHPAD SERVICES, INCLUDING INTER ALIA, THE SITE OR THE SERVERS THAT MAKE SUCH CONTENT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, NOR FREE OF NEGLIGENCE. MOREOVER, SUBJECT TO APPLICABLE LAW, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. LAUNCHPAD DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF ANY CONTENT. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. YOU HEREBY IRREVOCABLY WAIVE ANY CLAIM AGAINST LAUNCHPAD WITH RESPECT TO CONTENT AND ANY CONTENT YOU PROVIDE TO THIRD PARTY SITES (INCLUDING CREDIT CARD AND OTHER PERSONAL INFORMATION), TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. PLEASE NOTE, HOWEVER, THAT THIS DOES NOT AFFECT YOUR STATUTORY RIGHTS AS A CONSUMER, IN PARTICULAR THE LEGAL WARRANTY FOR LATENT DEFECTS FOR USERS WHO ACCESS THE SITE IN CERTAIN JURISDICTIONS.
Reliance on any information appearing on an Launchpad website or Services is strictly at Your own risk.
SUBJECT TO APPLICABLE LAW, UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL LAUNCHPAD, ITS GROUP UNDERTAKINGS, ITS GROUP UNDERTAKINGS’ PARTNERS, LICENSORS OR LICENSEES, OR ANY OF THE FOREGOING ENTITIES RESPECTIVE RESELLERS, DISTRIBUTORS, SERVICE PROVIDERS OR SUPPLIERS, BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING LOST PROFITS, PERSONAL INJURY (INCLUDING DEATH) AND PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, THAT RESULT FROM (A) THE USE OF, OR THE INABILITY TO USE, THE SERVICES, THE SITE OR CONTENT, OR (B) THE CONDUCT OR ACTIONS, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SITE OR ANY OTHER PERSON OR ENTITY, EVEN IF LAUNCHPAD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUBJECT TO APPLICABLE LAW, IN NO EVENT SHALL LAUNCHPAD’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE EXCEED THE AMOUNT PAID BY YOU, IF ANY, OR $100 (WHICHEVER IS LESS) FOR ACCESSING OR PARTICIPATING IN ANY ACTIVITY RELATED TO THE SERVICES. MOREOVER, SUBJECT TO APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL LAUNCHPAD, ITS LICENSORS OR LICENSEES, OR ANY OF THE FOREGOING ENTITIES RESPECTIVE RESELLERS, DISTRIBUTORS, SERVICE PROVIDERS OR SUPPLIERS, BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM AN ACT OF FORCE MAJEURE OR CAUSES BEYOND LAUNCHPAD’S REASONABLE CONTROL.
SUBJECT TO APPLICABLE LAW, LAUNCHPAD MAY TERMINATE YOUR FURTHER ACCESS TO THE SERVICES OR CHANGE THE SERVICES OR DELETE CONTENT OR FEATURES IN ANY WAY, AT ANY TIME AND FOR ANY REASON OR NO REASON WITHOUT LIABILITY.
WITH RESPECT TO USERS WHO ACCESS THE SITE IN CERTAIN JURISDICTIONS, THIS SECTION DOES NOT AFFECT YOUR STATUTORY RIGHTS AS A CONSUMER UNDER APPLICABLE LAW.
Launchpad reserves the right at all times, in its sole discretion, to remove or refuse to distribute any Content on the Services and to terminate user profiles. Launchpad also reserves the right to access, read, preserve, and disclose any information as it reasonably believes is necessary to comply with any applicable law, regulation, legal process or government request; enforce the Terms, including investigation of potential violations hereof; detect, prevent, or otherwise address fraud, security or technical issues; respond to user support requests; and/or protect the rights, property or safety of Launchpad, its Users and the public.
The following is a list of actions that Users are prohibited from doing in conjunction with the Users’ access or use of the Services:
Users shall not:
Launchpad may offer advertisements and promotions on the Services or website. Interacting with these advertisers will be solely Your responsibility.
There are two types of Content: Solicited Content and Unsolicited Content. “Solicited Content” means Content (a) that Launchpad expressly requests or enables You to provide via any feature or activity on the site for Launchpad’s review or display and/or distribution and possible specifically defined consideration or compensation explicitly offered by Launchpad (collectively, “Consideration”) (such as the chance to have Your Content featured on Funny Videos or any other program(s)); or (b) that You add to the site for which You do not seek Consideration. “Unsolicited Content” is any and all Content that does not fall within subparagraphs (a) or (b) of this paragraph.
If You are a director, officer or employee of Launchpad, or their respective parent, subsidiary or affiliated companies or an immediate family member residing in the same household of any of the preceding persons, You must disclose this relationship when You establish Your account, upload Your Content or otherwise use the Services.
Launchpad is a trademark of Launchpad. The Launchpad website and its aggregate content, including all logos, look and feel, headers, images, content, language, and proprietary data and software are ©2020 Copyright Launchpad Entertainment. All rights reserved.
All of the Launchpad Services, trademarks, slogans, service marks, trade names, design including all logos, look and feel, headers, images, content, language, and slogans, data, and software are the proprietary property of Launchpad and/or Launchpad’s partners, affiliates, licensors or licensees, and are subsequently protected by U.S. and international copyright laws. This Content cannot be used or copied without Launchpad’s written consent. To request permission, contact email@example.com. Framing or iFraming the website is strictly prohibited.
Launchpad may change the Services or delete content or features at any time, in any way, for any reason. Except as Launchpad specifically agrees in writing, or as stated otherwise herein, no content from the site may be used, reproduced, transmitted, distributed or otherwise exploited in any way or on any other site, nor as part of a derivative work, except, that where the site is configured to enable the download of particular content, You may download one copy of such content to a single computer for Your personal, noncommercial home use only, provided that You (a) keep intact all copyright and other proprietary notices, (b) make no modifications to, and do not rent, lease, loan, sell, distribute, copy (except to create a single copy for Your own backup purposes), or create any derivative works based on the site or the content, in whole or in part, and (c) do not use the content in an unlawful manner or in a manner that suggests an association with any of Launchpad’s or their partners or affiliates products, services or brands. Any business use, re-mailing or high-volume or automated use of the site is prohibited.
If you believe that any Content infringes upon your copyrights, you may submit a notification pursuant to the “Take Down” Provision of the Digital Millennium Copyright Act (“DMCA”) by providing Launchpad at firstname.lastname@example.org with the following information in writing (see 17 U.S.C. 512(c)(3) for further detail): * A physical or electronic signature of the person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; * Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; * Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or the access to which is to be disabled, and information reasonably sufficient to permit Launchpad to locate the material; * Information reasonably sufficient to permit Launchpad to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted; * A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and * A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Launchpad may at Launchpad’s election give You notice that Launchpad has removed or disabled access to certain material by means of a general notice on the site, electronic mail to a user’s e-mail address in Launchpad’s records. If You receive such a notice, You may provide counter-notification in writing to the designated agent that includes the information below. To be effective, the counter notification must be a written communication that includes the following:
* Your physical or electronic signature; * Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled; * A statement from You under the penalty of perjury that You have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and * Your name, physical address and telephone number, and a statement that You consent to the jurisdiction of a court for the judicial district in which Your physical address is located, or if Your physical address is outside of the United States, for any judicial district in which Launchpad may be found, and that You will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.
You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid.
You may opt out of this agreement to arbitrate. If you do so properly, neither you nor Launchpad can require the other to participate in an arbitration proceeding. To opt out, you must notify Launchpad in writing within 30 days of the date that you first became subject to this arbitration provision. You must use this address to opt out:
Launchpad Entertainment, LLC.
8939 S. Sepulveda Blvd., Suite 508
Los Angeles, CA 90045
You must include your name and residence address, the email address and username you use for your Launchpad website account, and a clear statement that you want to opt out of this arbitration agreement.
If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration section will be null and void. This arbitration agreement will survive the termination of your relationship with Launchpad.
Without in anyway limiting the foregoing or without limiting anything contained herein, the person who owns the Content, further agrees to the following:
In consideration of one or more of the following, such as the time and resources that Launchpad expends in evaluating the Content that You submitted to Launchpad, which is owned by You and/or in which You appear for possible inclusion in Launchpad use, for Your desire to gain exposure for Yourself and/or the Content” and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, You irrevocably grant to Launchpad sole and exclusive ownership of all right, title and interest in and to the Content, (excluding any music owned by third parties, if any) regardless of the medium or method that You used to submit the Content to Launchpad, or the medium or method by which the recording was made.
Without limiting the foregoing grant of rights, You understand and agree that Your grant to Launchpad specifically includes the exclusive right, license and permission to freely utilize and exploit the Content and/or any portion(s) thereof in any manner whatsoever. In addition, You grant Launchpad the right to use Your name, voice, likeness, biographical information, appearance and performance in and in connection with the Content and/or the Programs, as “Programs” is defined below (collectively, the “Personal Rights”). Your grant to Launchpad includes use of Your Personal Rights and any use Launchpad may make of the Content, including, without limitation, any use of the Content in and/or in connection with any version of programming, and/or any other program(s), format(s), production(s), compilation(s), service(s), licensing, and/or exploited as an individual clip or part of a larger compilation of clips or portions or elements thereof, commercials, commercial tie-ins, product endorsements, product merchandising and/or merchandising of any kind, whether or not related to Launchpad, and also includes, without limitation, the right to use the Content and the Personal Rights to publicize, advertise and promote the Content and/or any and all of the Programs and/or broadcaster’s or other applicable exhibitor’s or transmission entity’s respective programs, products or services, including transmission by satellite and over the Internet (collectively the “Programs”) in any and all media, whether now known or hereafter devised, including, without limitation, all forms of home video (including, but not limited to, videocassettes, DVDs, digital recordings or transmission, etc.); theatrical motion pictures; compilations; printed media; the Internet, websites and any and all digitized versions (including, without limitation, any sponsored or commercial use in connection with online banner, “preroll,” “postroll,” and/or targeted advertising, graphic overlays and watermarking (and any other modifications or edits to the Content itself) digital and electronic devices (including, but not limited to gaming devices such as entertainment stations and handheld devices, such as, Nintendo, Playstation, Xbox, Gameboy, DS, PSP, and cell phones, tablets, etc.); all new media and future technologies and all forms of television, (e.g., free, pay, pay-per-view, cable, satellite or otherwise) throughout the universe in perpetuity and in any and all advertising, publicity and promotion relating to any of the foregoing (all of the foregoing, collectively, “Commercial Rights”), all at Launchpad’s sole unlimited discretion. You also understand and agree that Launchpad may sell, assign or license the rights hereunder (in whole or in part) to any third party in its sole discretion and without providing any further consideration to You.
You are aware and acknowledge that new or changed rights and technologies, uses, media, modes of transmission, distribution, dissemination, exhibition or performance are being developed and will continue to be developed, discovered or recognized in the future, which may offer or create new rights and opportunities to exploit the Content and the Personal Rights (the “New Exploitation Rights”). You hereby grant and convey to Launchpad without reservation, any and all New Exploitations Rights in and to the Content and to the Personal Rights, regardless of whether or not You are currently aware of or can foresee such uses.
You hereby release, discharge and hold harmless Launchpad , its subsidiaries, affiliates, employees, officers, principals and directors licensees, grantees, successors and assignees, including but not limited to, each of their respective parent, subsidiary and affiliated entities, and the respective officers, directors, employees and representatives of any of the foregoing (collectively “Releasees”) from and against any and all claims, whether at law or in equity, that You may have at any time (whether or not You are aware of any such claims), including, without limitation, claims for breach of contract, infliction of emotional distress, defamation, false light, common law or statutory misappropriation, invasion or other violations of any actual or purported right of privacy and/or publicity, and claims under equivalent federal or state laws arising from Your submission of the Content to Launchpad and the exploitation of any or all of the rights granted to Launchpad hereunder, including, without limitation, the rights to the Content, the Commercial Rights and the Personal Rights (collectively, the “Released Claims”). The Released Claims shall include, without limitation, any claim relating to, arising from or in connection with: (i) any use, exploitation or exercise of any right(s) granted hereunder (ii) the public dissemination and/or distribution of the Content including, without limitation, any claim resulting from the piracy or other unauthorized distribution, duplication and/or display of the Content by third parties; (iii) the loss of the Content and/or the failure of the Content to be properly or timely displayed to the public for any reason including, without limitation, whether as a result of technical difficulties, equipment failure, inadequate capacity, system overload, excess traffic, human error, malicious actions or for any other reason whatsoever (iv) the negotiation or execution of this agreement, including but not limited to, any claims based upon allegations of duress, undue influence or the like.
You understand and agree that all rights You may have under Section 1542 of the California Civil Code and any similar law of any state or U.S. territory, any similar federal law, or any similar common law or principle of similar effect, are hereby expressly waived. You acknowledge and understand that said section reads as follows:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
You acknowledge that You may hereafter discover claims in addition to the ones released in this agreement, and You hereby expressly release Launchpad from any such unknown and/or unsuspected claims.
You understand that nothing shall require Launchpad to include You , anyone affiliated with You or the Content in any Program or to broadcast or otherwise exhibit the Program(s) in any media and that all such matters are within Launchpad’s sole discretion. You acknowledge that, in the event of a breach of this agreement by Launchpad or any third party, the damage, if any, caused to You thereby will not be irreparable or otherwise sufficient to entitle You to seek or obtain injunctive or other equitable relief. You acknowledge that Your rights and remedies in any such event will be strictly limited to the right, if any, to recover damages in an action at law, and You will not have the right to enjoin the production, exhibition, distribution or any other exploitation of the Programs, the Content or any allied rights granted herein with respect thereto, nor to revoke or otherwise impair any of the rights granted to Launchpad herein.
(i) You affirm that You have never submitted nor granted any right to the Content to any other television or media entity, any website or internet service or operator/provider or to any third party, except, that to the extent You have submitted the Content to a third party, You will provide Launchpad with detailed information in a separate document.
You represent and agree that from the date of Your submission of the Content to Launchpad, You have not, and shall not ever submit, or attempt to grant any rights in or to the Content, to any other party including without limitation, any television or media entity or to any website or internet provider, except by private transmission to Your family solely for their own private use and with no other rights granted to the Content. Except as set forth above, You have not submitted the Content to third parties or granted rights to the Content to third parties and You will use Your best efforts to remove the Content (and revoke or rescind any rights to the Content previously granted) from any other website or television program or any other media outlet or where You are aware that the Content is posted. You have not and agree not to take any action that will impair the rights granted to Launchpad.
You represent and warrant that You have not violated and will not violate any provisions of Section 507 of the Federal Communications Act which makes the acceptance of payment of money or other consideration for the inclusion of matter in a program a criminal offense in violation of Section 507.
You represent and warrant that:
(1) a) You are the sole and exclusive owner of the Content because (i) You shot the Content or (ii) You are the submitter of the Content and the shooter of the Content has transferred all copyright in the Content to You.
b) You have the full right and authority to enter into this agreement and to grant all rights granted herein and
c) You have not granted any third parties any rights to the Content except as specifically disclosed in writing in this Release and You agree that You will not take any action to impair the rights You are granting hereunder;
(2) the making, exhibition, distribution and/or other exploitation of the Content in connection with any Program(s) does not violate or infringe the rights of others or constitute a defamation or invasion of Your or their privacy or right of publicity;
(3) You have not falsely identified any individual involved in the shooting of the Content or any individual whose appearance or voice is incorporated in the Content;
(4) You have obtained all necessary consents and permissions required for Launchpad to exploit the rights granted to it hereunder including, inter alia, any and all intellectual property rights of third parties, all personal appearance/ privacy consents and or releases of anyone identifiable in the Content, all location rights and/or releases, and any other rights and/or releases necessary for Launchpad to fully exploit the rights granted hereunder and that all executed third party consents and/or releases which You provide to Launchpad contain true and accurate contact information for the signing party(ies) and have been actually signed by the legal owner of the rights being granted hereunder pursuant to such consents and/or releases and
(5) the Content and its use by Launchpad does not fall under the jurisdiction of any guild or union (for example, the DGA, SAG-AFTRA, the WGA, etc.). You hereby agree to indemnify, defend and hold Launchpad and its subsidiaries, affiliates, licensees, grantees, successors and assignees, the Program(s) broadcasters, their respective parent, subsidiary and affiliated entities and the respective officers, directors, employees and representatives of each of the foregoing entities, companies, and organizations and any and all other related person(s) or entity(ies), harmless against any and all losses, claims, debts, demands, liabilities, attorneys’ fees and expenses, and all other damages or costs arising from or related to: a) any breach of the representations or warranties made herein or the falsity of any of such representations or warranties, including, without limitation, any and all claims by third parties that their signature(s) has or have been forged or otherwise obtained by any improper means, and b) the use by Releasees of any of the rights and permissions You have granted herein, and c); and any act or omission by You in connection with Your submissions or application for or an appearance in the Program.
You agree to execute any additional documents which Launchpad may from time to time submit to You to evidence, establish, maintain, protect, enforce or defend Launchpad’s exercise and full exploitation of any of the rights You have granted herein including without limitation, all right, title and interest in and to the Content or any portion or element thereof. If You fail to execute and deliver such documents, IT NO WAY INVALIDATES THE RIGHTS GRANTED HEREIN and further, You hereby appoint Launchpad as Your attorney-in-fact, with full right of substitution and delegation, to execute any such documents in Your name and on Your behalf to effectuate the purpose of this agreement, such power being irrevocable and coupled with an interest.
This agreement constitutes the entire understanding between You and Launchpad, and supersedes all prior negotiations, understandings and agreements, whether written or oral, pertaining hereto and cannot be modified except in a written document signed by Launchpad and You. Any waiver of any term of this agreement in a particular instance shall not be a waiver of such term for the future. If any provision, term or condition of this agreement is held invalid or otherwise unenforceable, the validity and enforceability of the remaining provisions, terms and conditions shall not be impaired thereby. This agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same instrument, respectively.
You declare under penalty of perjury under the laws of the State of California and of the United States that all statements made by You in this agreement are true and correct, that the name below is Your legal name, and that the signature below is Your legal signature.
You understand and are bound by all terms contained in this agreement. Further, You understand that neither Launchpad would further evaluate the Content without this agreement and that should Launchpad include the Content or any portion thereof in any Program(s) or exercise any other rights granted hereunder, it will be doing so in reliance on this agreement.
IF YOU, THE OWNER OF THE CONTENT, ARE BETWEEN 13 AND 18 YEARS OF AGE, YOU MUST HAVE YOUR LEGAL GUARDIAN READ AND AGREE TO THE FOLLOWING:
I, the parent or legal guardian (referred to as “I” or “Guardian”) represent and warrant that I am either: (i) the parent (with sole or shared custody, as applicable) or (ii) the legal guardian of the minor child (the “Minor”) (who is a User of the Services) and that I have the legal capacity to enter into irrevocable, binding agreements on behalf of the Minor. , I, both individually and on behalf of the Minor and as the Minor’s parent or legal guardian, agree to be bound by all of the provisions of this agreement. As a material part of the consideration inducing Launchpad to enter into the foregoing agreement with the Minor for use of the Content and the possible benefits arising therefrom, I hereby: ratify and approve each and all of the terms, conditions, rights, indemnities, releases and obligations contained in the agreement; agree to attempt to secure and to do nothing directly or indirectly to hinder or prevent the full performance thereof by the Minor; consent to the use of Minor’s name, likeness, and voice as provided in the agreement, in and in connection with the production, distribution, exhibition, exploitation and promotion of the Program; and irrevocably guarantee and warrant that Minor will not disaffirm or disavow the agreement on the grounds that Minor is a minor at the date of the execution thereof, or on any other similar grounds.
This guarantee shall be applicable as well to any modification, amendment, extension, renewal or substitution of the agreement, and to the agreement as modified by any waiver. If Launchpad elects to seek Court approval of this agreement, I, in consideration of the execution of the agreement by Launchpad, further agree to cooperate with Launchpad to secure the approval, by a Court of competent jurisdiction, of the agreement. I agree to indemnify and hold the Releasees (as defined in the agreement) harmless from and against any and all claims, liabilities, costs or expenses, including reasonable attorneys’ fees which may arise from the breach or alleged breach by Minor or Guardian of the foregoing.
THE PARENT OR LEGAL GUARDIAN OF THE MINOR SUBMITTING THE CONTENT HAS READ AND AGREES TO THE FOREGOING.
While You may be requested to complete additional documents in connection herewith, any failure to complete such documents as so requested by Launchpad or its associates in no way limits, voids, relinquishes, modifies, or diminishes the rights herein granted.
THIS IS A LEGAL DOCUMENT. YOU AGREE THAT, SUBJECT TO THE TERMS HEREIN, YOU ARE EXCLUSIVELY TRANSFERRING ALL YOUR RIGHTS IN THE SUBMITTED CONTENT TO LAUNCHPAD ENTERTAINMENT, LLC., ITS PARENTS, AFFILIATES AND/OR ASSIGNS, IN PERPETUITY, IN ALL MEDIA, THROUGHOUT THE UNIVERSE.
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