I (as the “Submitter”) am making a submission of material/content (the “Material”) to and for the benefit of WinkTV, LLC dba bspoketv (“bspoketv”) pursuant to this agreement (this “Agreement”).
Intending to be legally bound, in consideration of the potential use in the bspoketv produced television program(s) produced by bspoketv, publicity and promotional value to Submitter of bspoketv’s possible use or other further dissemination of the Material, and to induce bspoketv to possibly use the Material, Submitter is providing the Material to bspoketv pursuant to the following terms and conditions:
1. Submitter hereby irrevocably grants to bspoketv and its designees (including advertisers) a non-exclusive, irrevocable, worldwide, transferable, royalty-free, perpetual, unrestricted, sublicensable right to use, market and promote your Material in any manner or media now known or later developed, for any purpose, including without limitation the rights to create the program “Beauty Competition”, reproduce, display, publish, perform, translate, transmit, broadcast, modify, adapt, alter, distribute, present, commercialize, create derivative works from your Materials, and exercise all intellectual property and other rights with respect to your Material, without any compensation or notice to you or any approval from you, with or without your name (whether your legal name or your user name on the applicable platform(s)), including, without limitation, in advertising and promotion of bspoketv and its products and/or services. Without limiting the foregoing, you represent that you have all consents and licenses necessary to use and to authorize bspoketv and our designees to use your Material in the manner permitted in this Agreement. You agree that your Material is not confidential.
Submitter represents, warrants and covenants the following:
1. Submitter is at least eighteen (18) years of age.
2. The submission of the Material, entering into this Agreement and bspoketv’s use of the Material in accordance with the terms of this Agreement,
does not violate the rights of any third party; and
3. will not result in a breach of, and does not otherwise violate, any agreement or understanding with another party (including without limitation former or current employers of Submitter), or any policies and procedures that govern Submitter.
4. the Material is Submitter’s own creation and Submitter owns all rights in and to the Material; or
5. Submitter has obtained all necessary rights to submit the Material to bspoketv and to enter into this Agreement.
6. The Material is not obscene, indecent, does not defame, invade the privacy of, or infringe upon or violate any rights of any kind whatsoever of any individual or entity.
7. The Material does not violate any law, rule, or regulation of any governmental entity.
8. The Material is not subject to any obligation of confidentiality.
9. Submitter has not accepted or agreed to accept, or paid or agreed to pay, any money, service or other valuable consideration for the inclusion of any matter in the Material.
Submitter will indemnify and hold harmless bspoketv, and its affiliates, advertisers, parent companies, subsidiaries, officers, shareholders, directors, members, managers, employees, agents, representatives, successors, and assigns (collectively “bspoketv Entities”) against any and all loss, liability, claims, damages and other expenses, including reasonable attorneys fees, arising from:
bspoketv’s use of the Material under this Agreement;
any act or omission by Submitter; and
any breach of Submitter’s representations and warranties in this Agreement.
This Agreement shall be governed by and construed in accordance with the laws of the State of California, United States of America, without application of conflict of laws principles. Submitter agrees that all disputes arising under this Agreement will be litigated and adjudicated exclusively in State and/or Federal Court located in the State of California, United States of America.
Submitter understands and agrees that in the exercise of the rights granted to bspoketv in this Agreement, bspoketv or its designees may, at their election, at any time and from time to time, exploit and turn to account any and all rights granted to bspoketv hereunder, and the Material provided by Submitter, in any manner and by any means, whether now known or hereafter devised, including without limitation, by way of streaming, over the air television stations, cable television, satellite television, webcasting, podcasting, radio broadcasting or otherwise.
Submitter understands that submission of the Material to bspoketv does not obligate bspoketv to use the Material.
Submitter agrees that if Material is selected for use by bspoketv, bspoketv may use Submitter’s full name, social media handles, web site, title of the Material, and city and state of residence and/or operation for the purpose of identifying, promoting and/or generating publicity for the usage. Except to the extent contained in the Material, bspoketv will not disclose any other personally identifiable information to the public, unless it is necessary to:
conform to regulatory and legal requirements or comply with the legal process;
protect the safety and security of its users, employees, or property;
to defend the rights of bspoketv entities; or
enforce this agreement.
For purposes of this Agreement, “Material” shall include all elements of the submission, including any music, video, still photographs, or other copyrighted elements that may be contained therein.
You represent and warrant to bspoketv as follows: that your Materials is your own original work and that you have the right to grant the rights and permissions set forth in this Agreement; you have obtained all necessary licenses and permissions from all applicable third parties required for the submission of the Materials and use as permitted in the Terms; you will comply with all FTC disclosure requirements and guidelines relating to your Materials; the posting and/or display and/or other permitted use of your Materials by bspoketv or those deriving rights through bspoketv, including but not limited to, advertisers, will not violate any provision of any applicable law or regulation, or in any way infringe or violate rights of any third parties, including but not limited to copyright and other intellectual property, privacy or publicity rights; you waive any and all moral rights that exist in your Materials and any derivative works made therefrom.
You agree that your Materials created, submitted or otherwise made available by you to bspoketv or for bspoketv will not: be abusive, threatening or harassing towards others; include any infringing, obscene, defamatory, slanderous, libelous, offensive, or illegal content (including without limitation content which violates another person’s right of privacy); include commercial or political solicitations or messages; include any content designed to injure people or property (including without limitation viruses); impersonate others or be misleading as to your identity, the source of your Materials; suggest that you or your Materials is sponsored or endorsed by bspoketv (unless it is); otherwise violate this Agreement.
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I was featured alongside some other amazing creators, so it felt great to be in good company.”