PLEASE READ THIS UPLOADER CONTENT AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE UPLOADING CONTENT (“USER CONTENT”) TO BE MADE AVAILABLE TO USERS VIA THE WEBSITE PLATFORM. IF YOU DO NOT AGREE TO THESE TERMS, YOU CANNOT UPLOAD, PUBLISH OR DISTRIBUTE, USER CONTENT ON THE WEBSITE PLATFORM.
In order to upload User Content to This Website, You must: (i) Submit the “Submission Form”; (ii) be at least 18 years of age (or the age of majority in your state of residence if it is other than 18) and, if You are uploading User Content to This Website on behalf of an organization, You must be an authorized representative of such organization with the authority to bind such organization to these terms and agree to these terms on behalf of such organization; This Website reserves the right to refuse participation to any applicant or participant at any time in its sole discretion.
2. CERTAIN RIGHTS OF THIS WEBSITE.
This Website will solely control the Platform and all features and functionality thereof and will have the right to modify, change, or amend the same at all times, at its sole discretion. This Website reserves the right to remove or delete any particular piece of User Content from the Platform at any time, at its sole discretion, without cause, and without notice to You.
3. AUTHORIZATION TO UPLOAD
Subject to Your full and timely compliance with all of the terms and conditions set out in this Agreement, This Website hereby authorizes You to use the Platform for the uploading and distributing of authorized digital content, including electronic documents (“User Content”). User Content is uploaded at Your own risk. Notwithstanding anything to the contrary herein, This Website does not guarantee that there will be no unauthorized copying or distribution of User Content nor will This Website be liable for any unauthorized copying or usage of the User Content.
4. PROHIBITED USES
Your authorization to use the Platform for the uploading and distribution of User Content is subject to the following restrictions:
(i) You may not share, copy, adapt, redistribute, reconfigure, modify, create derivative works from, resell, profit from, or otherwise exploit content accessed through This Website; or
(ii) You may not act in any way that violates any guidelines, or any other agreement between This Website and Yourself, or engage in any action or practice that disparages or devalues This Website’s reputation or goodwill.
You acknowledge that any attempted or actual violation of any of the foregoing is a material breach of this Agreement and that This Website may suspend your account or terminate this Agreement.
5. GRANT OF LICENSE TO THIS WEBSITE IN USER CONTENT
By uploading User Content via the Platform, you hereby grant to This Website a worldwide, non-exclusive, transferable, assignable, fully paid-up, royalty-free, license.
6. GRANT OF LICENSE TO OTHER USERS
By uploading User Content via the Platform, you hereby grant to each User who is authorized to access Your User Content a non-exclusive license to access and use Your User Content under the terms indicated by You when You uploaded such User Content (e.g., free access). Notwithstanding the foregoing, You hereby grant to each such User at least a limited, non-exclusive, license to view, download (including, without limitation, download to a portable device, print and have printed such User Content for personal use in the manner contemplated by this Agreement and The Platform.
7. RESERVATION OF RIGHTS
Subject to the licenses granted herein, You retain all of Your ownership rights in User Content uploaded and owned by You.
You agree not to disclose the Confidential Information of This Website without prior written consent. For the purposes of this section, “Confidential Information” includes without limitation: (a) software, technology, specifications, guidelines, documentation, or other materials relating to the This Website Platform.
9. TERM AND TERMINATION.
9.1 Term. The term of this Agreement will begin on the date You upload Your User Content and will continue until terminated in accordance with the provisions set forth in this Section 9 (the “Term”).
9.2 Termination. This Website may, at its discretion and without cause, liability, or prior notice to You, immediately terminate this Agreement, Your Account, or suspend Your upload privileges at any time.
9.3 Effect of Termination. Upon termination of this Agreement, any provision which, by its nature or express terms, should survive will survive such termination or expiration.
9.4 Retiring User Content. If You choose to remove or delete Your User Content from the This Website Platform it will not be available to Users following the date of such removal or deletion (the “Deletion Date”). Notwithstanding the foregoing or anything else to the contrary in this Agreement.
10. YOUR REPRESENTATIONS AND WARRANTIES
You are solely responsible for Your User Content and the consequences of uploading and publishing them. By uploading and publishing Your User Content, You represent and warrant that:
(i) all of the information that You provide to This Website under this Agreement is current and accurate;
(ii) You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize This Website and This Website’s Users to use Your User Content in the manner permitted herein;
(iii) Your User Content does not and will not slander, defame, or libel any other party, violate any other party’s publicity rights or trade secret rights, be obscene, or otherwise unlawful;
(iv) You have not entered into any other agreement that is in conflict with the terms of this Agreement;
(v)Your User Content is free of any digital rights management, including any software designed to limit the number of times User Content may be copied or played;
(vi) no claim has been asserted nor have any proceedings have been instituted by any third party against You or Your predecessors in title for the infringement of intellectual property rights in Your User Content; and
11. DISCLAIMER OF WARRANTIES