For Calling All Contestants Directory Contributors
This Contributor Agreement (“Agreement”) governs the terms by which you (“Contributor” or “You”) make your digital media available to Calling All Contestants (Directory), a Texas registered Business (“Company”) providing you with social media content management and marketing services for distribution (“Services”) to our users (“Users”).
This Agreement applies to any digital media, including photographs, illustrations, video, audio, and any other audiovisual works made available by your consent or submitted to us, together with any metadata, tags, captions, information or releases relating to the media you provide to us (“Content”).
We have the right in our sole discretion, and for any reason, to accept or reject any Content and remove same from our Services.
You Retain Copyright
You will retain complete ownership of your Content, including copyright and other intellectual property rights, except that you agree to specifically waive any moral rights (such as the right to attribution and the right to prevent destruction or modification of your Content) to the extent permitted by law. If no waiver is permitted, you agree not to enforce the right against Calling All Contestants (Directory) and Users. Calling All Contestants (Directory) agrees to take commercially reasonable steps to ensure your rights are not violated, however Calling All Contestants (Directory) has no obligation to pursue legal action against an alleged infringer of your rights or to police for instances of infringement.
REPRESENTATIONS, WARRANTIES and DISCLAIMER
(a) You represent and warrant as of the date of this Agreement and the date of each consent or submission of Content as follows:
(i) You have full power and authority to enter into this Agreement, and if you are an individual, you are at least 18 years of age, or your lawful guardian has entered into this Agreement;
(ii) You are the original sole owner and copyright holder in your Content and/or you have obtained from such owner the legal authority to grant Users and Calling All Contestants (Directory) the permission granted in this Agreement;
(iii) Your Content is original and does not infringe on, violate or misappropriate any third-party copyright, trademark, rights of privacy, publicity, moral rights, or any other third-party right, or defame any third party, and it is not pornographic or obscene;
(iv) Any caption information, keywords, metadata, or other information submitted with your Content is relevant, accurate, complete, and does not contain false or misleading information; and
(v) Your Content contains no spyware, viruses, Trojan horses, or other similar harmful programming routines or code.
(vi) All information provided under your Calling All Contestants (Directory) listings account is accurate and complete and you agree to update such information as is necessary.
You agree to indemnify and hold Users, Calling All Contestants (Directory) and their respective officers, directors, employees, and agents harmless from any claims, liabilities, losses, and damages (including reasonable attorneys’ fees and expenses) arising from any breach of any representation or warranty under this Agreement.
This indemnity does not apply to costs arising solely and directly from: any addition to or change, omission, or deletion by Calling All Contestants (Directory) of information supplied by you; or third party use of any Content in a manner not permitted by the terms of this Agreement.
Calling All Contestants (Directory) agrees to indemnify and hold you and, if you have them, your officers, directors, employees, and agents harmless from any claims, liabilities, losses, and damages (including reasonable attorneys’ fees and expenses) arising from any breach of any representation or warranty, or any failure to perform any covenant or agreement under this Agreement.
LIMIT OF LIABILITY
CALLING ALL CONTESTANTS (DIRECTORY) WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE TO CONTENT OR MATERIAL SUBMITTED TO CALLING ALL CONTESTANTS (DIRECTORY). CALLING ALL CONTESTANTS’ (DIRECTORY) MAXIMUM AGGREGATE LIABILITY (WHETHER IN TORT, NEGLIGENCE, CONTRACT, OR OTHERWISE) FOR ANY CLAIM ARISING UNDER THIS AGREEMENT, THE USE OF CONTENT PROVIDED HEREIN BY CALLING ALL CONTESTANTS (DIRECTORY), DISTRIBUTORS OR USERS, OR THE USE OF THE SERVICES OR WEBSITE, WILL NOT EXCEED THE FEES COLLECTED BY CALLING ALL CONTESTANTS (DIRECTORY) FOR THE CONTENT THAT IS THE SUBJECT MATTER OF THE CLAIM. YOU ACKNOWLEDGE THAT CALLING ALL CONTESTANTS (DIRECTORY) WILL NOT BE RESPONSIBLE FOR THE MISUSE OF YOUR CONTENT BY THIRD PARTIES. NEITHER PARTY WILL, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, EVEN IF SUCH PARTY HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
TERMS AND TERMINATION
This Agreement will continue in effect until terminated by either party by providing the other party with thirty (30) days’ written notice.
Nothing in this Agreement will constitute the relationship of an employer and employee, a principal-agent, partnership or a joint venture between you and Calling All Contestants (Directory).
This Agreement is binding upon and shall inure to the benefit of the parties’ heirs, executors, administrators, successors, and permitted assigns.
Notices may be served by email or by mail, at the election of Calling All Contestants (Directory).
You and Calling All Contestants (Directory) agree to notify each other promptly of any change in email or mailing address for the purpose of sending notices pursuant to this Agreement.
This Agreement will be interpreted in accordance with the laws of the State of Texas, without regard to its laws regarding conflicts of law. The parties agree to submit to the exclusive jurisdiction of the federal or state courts located in the State of Texas, County of Dallas.
In the event any provision of this Agreement is deemed unenforceable or invalid by any court of competent jurisdiction or under any applicable law, such enforceability or invalidity will not render this Agreement unenforceable or invalid as a whole, and in such event the provision will be changed and interpreted so as to best accomplish the objectives of such provision.
No express or implied waiver by either party of any provision of this Agreement or of any breach or default of the other party will constitute a continuing waiver, and no waiver by either party will prevent such party from enforcing any and all other provisions of this Agreement or from acting upon the same or any subsequent breach or default of the other party.
This Agreement incorporates the entire understanding of the parties concerning the subject matter contained in it and merges all prior and contemporaneous communications.
All notice of changes to this Agreement will be posted on the Calling All Contestants (Directory) website for thirty (30) days. Modifications may include, but are not limited to, changes to the payment procedures. All such modifications will take effect thirty (30) days following notice to you and/or posting on the website, unless Calling All Contestants (Directory) indicates otherwise.