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You
must agree to accept the following Agreement before submitting your music
and/or film to MyVideoFlix. Submitting your film to MyVideoFlix constitutes
full and complete acceptance to the terms of this Agreement. I. Non-exclusive,
World-wide, Royalty Free Licenses. License. By adding your film, or other
visual or audio data (collectively, "Film"), to MyVideoFlix, you are granting
Jester Films LLC, its successors, assigns, or licensees a revocable, non-exclusive,
world-wide, royalty free license to display, reproduce, and distribute
your film on MyVideoFlix as well as any other Websites that may now or
hereafter contain an authorized Jester Films branded area or window. II.
Promotional License. You are also giving Jester Films a non-exclusive,
world-wide, royalty free license ("Promotional License") to use excerpts
("Excerpts") of your Film and biographical information for advertising
and promotional purposes, including and without limitation, the right
to display, reproduce, and distribute on MyVideoFlix as well as offline
print materials such as posters. YOU MUST HAVE THE RIGHT TO USE ALL THE
IMAGES AND MUSIC IN YOUR FILM. You warrant and represent ("Warranties
and Representations") to Jester Films in the following: A) Unrestrictred
Right to Grant. You have the legal right and authority to grant the lincense
and Promotional License to Jester Films, LLC. And, you need to be over
the age of 18. III. No Infringement. The display, reproduction , and distribution
of your Film on MyVideoFlix.com will not violate or infringe upon the
copyright, literary, privacy, publicity, trademark, service mark or any
other personal or property right of any person or entity and that your
Film will not constitute a libel or defamation of any third party. IV.
Discharge/Payment of Obligations. All of the following have been discharged
or paid or will be discharged or paid by you or persons other than Jester
Films, LLC: A. Copyright. All claims and rights of the copyright holders,
if any, in literary, dramatic, musical or other material, including stories,
plays, scripts, scenarios, themes, incidents, plots, characteristics,
dialogue, music, words appearing, used or recorded in your Film. B. Contracts.
All obligations, of any kind, including, without limitation, those with
artists and personnel, relating to purchases, licenses, laboratory contracts,
distribution, exhibition, performance or exploitation of your Film. C.
Guild/Union/Performing Rights Society-Participation Payments. Any payments
required to be made to any performing rights society or to any body or
group representing authors, composers, musicians, artists, and other participants
in the production of your Film, publishers or other persons having legal
or contractual rights of any kind to participate in the receipts of your
Film or to payments of any kind as a result of the distribution or exhibition
of your Film and any taxes thereon or on the payment thereof. D. No Pornographic
Or Illegal Material. The content of your Film must not be obscene, pornographic,
invade privacy rights, exploit the images of individuals under the age
of eighteen (18), or in any other way violate applicable laws and regulations.
E. Indemnity. You agree to indemnify and hold harmless Jester Films, LLC,
its respective officers, directors, shareholders, employees, accountants,
attorneys, agents, affiliates, subsidiaries, successors and assigns from
and against any and all third party claims, damages, liabilities, costs
and expenses, including reasonable legal fees and expenses, arising out
of or related to any breach by you of this Agreement, including a breach
of any Warranties and Representations made by you in this Agreement. V.
The Display Of Your Film On MyVideoFlix.com Is Subject ToThe Discretion
Of Jester Films, LLC . Jester Films, LLC is under no obligation to display,
reproduce, or distribute your Film and may remove your Film from MyVideoFlix.com
at anytime without notice. Jester Films, LLC reserves the right to modify,
add, or delete services, products or features of MyVideoFlix.com at anytime
without notice. Jester Films, LLC Encoding At No Charge To You To enable
the display, reproduction, and distribution of your Film on MyVideoFlix.com,
Jester Films, LLC, at no charge to you, may subject your Film to Jester
Films, LLC Encoding ("Jester Films, LLC-Directed Processing"). Jester
Films, LLC shall have all right, title, and interest in any data ("Digital
Files") resulting from Jester Films, LLC-Directed Processing, including,
without limitation, the encoding, compressing, formatting, and processing
of audio and video data for streaming playback over the Internet or direct
playback on a prepared file. Jester Films, LLC will use the Digital Files
in accordance with the terms of the License and Promotional License. VI.
Disclaimer & Limitation Of Liability All right, title and interest not
expressly granted by Jester Films, LLC are expressly reserved by Jester
Films, LLC. Jester Films, LLC SHALL NOT BE LIABLE FOR ANY DIRECT, INCIDENTAL,
CONSEQUENTIAL, INDIRECT, OR PUNITIVE DAMAGES ARISING OUT OF OR CONNECTED
WITH THE SUBJECT MATTER OF THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING,
EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, Jester Films, LLC MAKES
NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED,
AS TO ANY MATTER INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF
FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR OTHERWISE WHICH WOULD
EXTEND BEYOND THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT.
VII. Miscellaneous A. Choice of Law and Forum. This Agreement, its interpretation,
performance or any breach thereof, will be construed in accordance with,
and all questions with respect thereto will be determined by, the laws
of the State of New Jersey applicable to contracts entered into and wholly
to be performed within said state. You hereby consent to the personal
jurisdiction of the State of New Jersey, acknowledge that venue is proper
in any state or Federal court in the State of New Jersey, agree that any
action related to this Agreement must be brought in a state or Federal
court in the State of New Jersey, and waive any objection you may have
in the future with respect to any of the foregoing. Notwithstanding the
foregoing, Jester Films, LLC reserves the right to commence an action
in your home state in regards to this Agreement. B. Severability. If any
provision of this Agreement, or application thereof, shall be held invalid
by a court of competent jurisdiction, such provision shall be changed
and interpreted so as to best accomplish the objectives of the original
provision to the fullest extent allowed by law and the remaining provisions
of this Agreement shall remain in full force and effect. C. Use of "You"
or "Your". The words "you" or "your" shall mean heirs, executors, administrators,
successors, legal representatives and permitted assigns. D. Waiver. Any
waiver of any provision of this Agreement must be in writing and signed
by an authorized representative of Jester Films, LLC. E. Printed Agreement.
A printed version of this Agreement and of any notice given in electronic
form shall be admissible in judicial or administrative proceedings based
upon or relating to this Agreement to the same extent and subject to the
same conditions as other business documents and records originally generated
and maintained in printed form.
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