You are entering into this User Generated Content Submission Agreement (“Agreement”) in consideration of Viacom International Media Networks, a division of Viacom International Inc. (“VIMN,” together with other subsidiaries and affiliates of Viacom International Inc. which are referred to herein as "Affiliates"), considering your entry into the “SpongeBob SquareShorts Competition” (the “Contest”), and the content submission as part of that entry using the UGC Content Submission Page located at www.spongebobsquareshorts.com (our “Web Site”). Please carefully read this Agreement because it is a part of the Official Rules as set forth on the Web Site for the Contest, and represents your legally binding agreement with us regarding your entry into the Contest, and your use of the User Generated Content Submission service provided by the Web Site (the “Service”). Unless defined separately, terms used in this Agreement are defined in the Official Rules.
When you send your submission via the Contest Web Site, you are signifying your agreement with and acceptance of all these terms and conditions and the Official Rules that govern your legal and contractual relationship with VIMN.
We have the right to change the terms and conditions of this Agreement at any time as described in our Official Rules. If you do not agree with all the terms and conditions of this Agreement at any time, including, without limitation, those times when we make changes, do not use, do not attempt to use, and immediately discontinue your use of, the Service, because if you do any of these things you are agreeing to be bound by all of the terms and conditions of this Agreement, including, without limitation, any changes we have made.
1. Submitting Content.
We will use the term “content” to mean and refer to any and all media and materials you submit to the Service for participation in the Contest and possible display on the Contest Web Site, 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.
To submit content to the Service you must sign, or otherwise indicate your assent to this Agreement, upload your content (transmit a copy of the content) through the Internet via our Web Site. Each time you upload or submit content, you will be confirming your acceptance of, and agreement to be bound by, all the terms and conditions of this Agreement. The instructions for uploading your content are found on the upload page on our Web Site, or in the email which was sent to you with this Agreement, as applicable. To be considered for posting and display to the public on the Web Site, your content must meet all the specifications and requirements relating to formatting, compatibility, operating characteristics and ground rules and these can be found on the upload page, the email accompanying this agreement, or in the Official Rules.
When you submit content to the Service, you may also be asked to provide some information about yourself, your child (if applicable) and your submission. This may include, without limitation, such things as a descriptive title, some information about the content, length, your geographic location and/or similar information. By submitting your content, you are also agreeing and you understand that the term “submission” also includes, without limitation, and refers to all of the information you submit or we may receive that is related to your content and 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 content does not constitute proof that we received anything.
2. Content Requirements.
You are solely responsible and liable for your communications and submissions (and the consequences) made under your name, your email address and any other personally identifiable information. Content does not reflect the views of VIMN and VIMN does not represent or guarantee the truthfulness, accuracy, or reliability of any content, nor endorses or supports any opinions expressed in any content, and except for any attempts we may make to prevent Unauthorized Content (as defined below) from being displayed, we may not filter or screen any content. In no event shall VIMN have or be construed to have any responsibility or liability for or in connection with any of your content. If we determine, in our sole discretion, you have not met our content requirements or if, in our judgment, you or any content you submit violates this Agreement or the Official Rules, 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) reject your submission, (b) refuse to allow you to submit other content for consideration (c) remove and delete your other content, (d) revoke your registration and right to use the Service and (e) 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 and access using your e-mail address.
You agree you will not submit or attempt to submit, and we have the right to reject, refuse to accept, remove or otherwise handle as VIMN deems appropriate, any “Unauthorized Content” which is defined as any content that is or could be construed as violating any of the terms and conditions of this Agreement, the Official Rules and/or any additional rules or instructions found on the Contest Web Site including, without limitation:
VIMN does not control any content submitted and, although we may review content in order to prevent Unauthorized Content from appearing and being displayed on the Web Site we do not have any obligation to you to review, evaluate or monitor content for that purpose. VIMN reserves the right to review any submitted content and to delete, remove, move, edit or reject, without notice to you, any content that VIMN 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 or to be unacceptable to VIMN, for any reason; provided, however, that VIMN shall have no obligation or liability to you for failure to do so or for doing so in any particular manner. If VIMN 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 3 below), VIMN may remove content associated with such claim. VIMN 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 Service or to comply with legal, regulatory, audit and compliance obligations.
3. Copyright; Content Requirement Violations; Breach of Agreement.
If you believe any content violates the copyright of any other party, you can notify us by using our Notice and Procedure for Making Claims of Copyright Infringement. If you believe any content or the conduct of any other user violates this Agreement or in any other way infringes upon the rights of others, you may notify us at SquareShorts@nick.com. We have no obligation to respond or reply to any notifications you send us, but we always reserve the right to take any action or no action in our sole discretion.
4. Rights Granted to VIMN.
In connection with each and every content you submit to or through the Service, you grant to VIMN the unqualified, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual and royalty free right, license, authorization and permission, in any form or format, on or through any 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, prepare derivative works of, adapt, reformat, translate, and otherwise exploit all or any portion of your content on the Web Site, the Service, and any other websites, wireless services, channels, services (including branded programming services), and other distribution platforms, whether currently existing or existing or developed in the future, of VIMN and its partners and licensees, as well as on third-party websites and platforms, such as Facebook and Twitter, (collectively, the “Platforms”), for any purpose whatsoever (including, without limitation, for any promotional purposes) without accounting, notification, credit 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 VIMN, in our sole discretion. For the avoidance of doubt, without limiting the generality of the rights granted to VIMN, these rights include, without limitation, the right to create derivative works of, distribute and synchronize all or any portion of your 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 content; to encrypt, encode and decode, and compress and decompress all or any portion of your 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 content; to create composite, stunt, comic or unusual photographs, videos, animations, motion pictures and/or voice reproductions from all or a portion content; and to excerpt and/or extract portions of your content in order to host, store, index, categorize and display your content on or through the Platforms.
By submitting your content to the Service, in addition to the rights, licenses and privileges referred to above, you are also granting VIMN the unqualified, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual and royalty free right, license, authorization and permission to use and refer to your name, your child’s first name (if applicable), 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 Service, the content upload page, the Platforms, and any products, goods, features, functions, capabilities and/or services associated with VIMN and to use and otherwise exploit any ideas, concepts, content, material, expression or form of expression, in whole or in part, contained in your content, for any purpose whatsoever, without any credit, compensation or accounting to you and/or your child, in products or services developed by VIMN, without limitation or restriction whatsoever.
The rights, licenses and privileges described in this Agreement and granted to VIMN shall commence immediately upon submission of a content to or through the Service (by upload and approval by you as the parent or by any other means we make available to you) 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 VIMN on notice to you. Notwithstanding the foregoing, you acknowledge and agree that VIMN shall not be required or have any obligation to host, index, display, accept or use any submitted content (or take advantage of any or all of the particular rights and authorities granted or otherwise available) and VIMN may, in its sole discretion, remove or refuse to host, index, display, accept, use or do anything at all with respect to any content. Once you submit your content, you shall have no right to prohibit, restrict, revoke or terminate any of the rights granted to VIMN. You are not entitled to and you will not receive any compensation or other consideration for your content, other than entry in the Contest, or any use made of your content once submitted to or through the Service. You also understand and agree that neither all or any portion of your content, nor any commercial, advertisement, promotional, marketing or other material associated with your content, need to be submitted for approval prior to use.
You hereby release VIMN 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 content, including, without limitation, any and all liability for any use or nonuse of the your content, claims for defamation, libel, slander, invasion of privacy, right of publicity, emotional distress or economic loss. VIMN shall have 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. You also forever waive and relinquish all moral rights or droit moral now or hereafter recognized in connection with the content and the rights granted to VIMN hereunder.
VIMN has the right to license, authorize and/or otherwise enter into agreements and arrangements to do or perform any of the activities, exercise any of the rights and/or undertake any of the responsibilities granted or imposed under this Agreement, in whole or in part.
The Web Site includes, without limitation, this Service (including, without limitation, any software or other capabilities that VIMN may provide or make available to you to assist you in any download, upload or other process), and all terms and conditions applicable to your use and your child’s use of the Web Site as set forth in the Official Rules apply to this Service. VIMN retains all right, title and interest in and to the Service, 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 Service.
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, VIMN acquires no title or ownership rights in or to any content you submit through the Service and nothing in this Agreement conveys to VIMN any ownership rights in your content. Although by your submission of each and every content you are requesting and directing VIMN to take advantage of and exploit all of the rights and privileges granted hereunder (including, without limitation, the right to display and post the content on the Platforms), we have no obligation to do any of these things.
You must own the rights to each item of content you submit and each element of the content you submit and the right to grant all of the authorizations, permissions, approvals, consents, rights and licenses as described in this Agreement. If you do not exclusively own all of these rights, you must have all necessary authorizations, permissions, approvals, consents, rights and licenses from the owner(s) to enter into this Agreement and perform and comply with all of its obligations. You represent, warrant and covenant to VIMN and by submitting each content to or through the Service for consideration in the Contest, you reaffirm each such representation, warranty and covenant, that (a) you are not a minor and you have the legal right and capability to enter into this Agreement and perform and comply with all of its terms and conditions, (b) all of the information provided by you associated with your use of the Service and each time you submit a content to or through the Service, is correct, complete and current, (c) neither your content nor your submission of any content violates this Agreement, any rights of any other party, any of your obligations, any law or regulation or infringes upon or misappropriates any intellectual property, privacy, publicity or other rights of any party, (d) you hold and will continue to hold all the ownership, license, proprietary and other rights necessary to enter into, authorize, grant rights and perform your obligations under this Agreement as described, (e) you will follow all of the rules which govern the Contest Site, and (f) neither you, nor any member of your immediate family or those living in your household is an employee, shareholder, officer, director, agent or representative of any person or entity connected with the Contest, administration or judging of the Contest or in any way connected with the Contest, including but not limited to VIMN, MTVN, Viacom International Inc. (non-majority shareholders permitted), participating television stations, advertising agencies, corporate sponsors or any of their respective parent companies, affiliates, subsidiaries, agents or representatives. Upon the request of VIMN, you will furnish VIMN any documentation, substantiation and releases necessary and reasonably required to verify and substantiate your compliance with any or all of the terms and conditions of this Agreement, including, without limitation, the foregoing representations, warranties and covenants. You also understand and agree that no guild or residual payments will arise in connection with the submission and exploitation of the content.
6. Financial Consideration.
VIMN and each of the Nick.com Entities 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 Service, the Web Site or other Platforms and any and all arrangements made with respect thereto, without accounting, obligation or liability to you, notwithstanding that your content may be displayed on or otherwise used by or in connection with the Service, the Web Site or other Platforms.
Your indemnification obligations under this Agreement and the Official Rules include, without limitation, any third party claims arising from, related to or caused by your content, the submission of your content and/or in any way associated with this Agreement and/or the Service.
8. Disclaimers and Limitation of Liability.
THE SERVICE IS PROVIDED “AS IS” WITH NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED AND YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR YOUR 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 SERVICE. VIMN EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES CONCERNING ACCESS TO AND/OR THE AVAILABILITY, ACCURACY, USEFULNESS AND/OR SECURITY OF THE SERVICE, 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 SERVICE WILL FUNCTION OR PERFORM IN ANY PARTICULAR MANNER.
THE SERVICE IS MAINTAINED ON SERVERS IN THE UNITED STATES INTENDED FOR USERS AND USE OF THE SERVICE THAT IS NOT RESTRICTED OR PROHIBITED BY LAW OR REGULATION. VIMN 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. VIMN 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.
This Agreement and the Official Rules are the entire agreement between you and us relating to the Service and the subject matter of this Agreement and supersedes any prior or inconsistent agreements. VIMN may terminate this Agreement with you and your right to use the Service at any time without notice to you. In no event shall you have the right to enjoin the development, production or distribution or exploitation of the Programming. We may transfer and assign this Agreement or all or any of its rights or privileges hereunder to any entity or individual without restriction. This Agreement shall be binding on all of your successors-in-interest and heirs. This Agreement may not be altered or amended except in writing signed by both parties. This Agreement shall be governed by the laws of the State of New York. The parties hereto agree to submit to jurisdiction in the State of New York.