Chubbies Content Terms and Conditions
Chubbies is stoked that you’re interested in sharing your content with us. Please read carefully these terms and conditions. This Content Submission Agreement (the “Agreement”) is a binding agreement between you (“You”) and Chubbies, Inc., a Delaware corporation (“Chubbies”).
BY CLICKING THE “AGREE” BUTTON AND UPLOADING YOUR CONTENT, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT UPLOAD YOUR CONTENT TO CHUBBIES.
You represent and warrant that You own or have the right to license to Chubbies pursuant to the terms herein all the video or audio visual content, footage and photographs you submit, including any rights to the music contained therein and submitted by You to Chubbies (together, the “Content”).
Chubbies wishes to license and You desire to grant Chubbies a license to include, exhibit, display, reproduce or distribute the Content for any and all purposes, including commercial purposes, and including but not limited to the marketing, promoting and advertising of the Chubbies brand, products and services. Such a license further includes, among other things, the right for Chubbies to incorporate the Content in video or audio visual content, text, graphics, artwork, photographs, and other content or materials created by or on behalf of Chubbies.
This Agreement also governs Chubbies’ use of the name, nickname, likeness, rights of publicity, voice, live or recorded performance, autograph, photographs and biographical information of You or any third parties (“Appearances”) as included in the Content. You represent and warrant that You have obtained the appropriate licenses, permissions, and/or releases from all people that recognizably appear in the Content, including the real names, nicknames, likenesses, voices, live or recorded performances, autographs, photographs and biographical information of such third party individuals, and the owner of any music, images, video, audio, photos, text, or other material embedded within the Content. If your Content contains photographs or digital or video images that depict a child that is under the age of majority in their state of residence, You represent that You have written permission from the minor’s parent or guardian to provide the photo, digital, or video image for commercial use.
LICENSE GRANT. Submitting Content means that You hereby grant to Chubbies, with a right to sublicense for commercial use, a perpetual, worldwide, unlimited, irrevocable, transferable, assignable, royalty-free, fully-paid license for Chubbies to use that Content and Your Appearances or other identifying information in connection with Your Content, and the right to record, copy, publicly perform, broadcast, exhibit, transmit, distribute create derivate works for any purpose, including but not limited to any commercial advertising, in any manner or media now or later developed (collectively, the “Licensed Uses”).
USE OF YOUR CONTENT. Submission of Content to Chubbies is not a guarantee that Chubbies will publish or otherwise use the Content. For clarity, as part of the Licensed Uses, Chubbies may use Your Content, in whole or in part or as part of the Chubbies Materials without any further approval by You.
OWNERSHIP. Chubbies acknowledges and agrees that You retain all right, title and interest in and to the Content and Appearances, including all intellectual property rights, rights of publicity or privacy and moral rights therein, other than those rights granted herein. You acknowledge and agree that Chubbies shall acquire all right, title and interest in the derivative works of Chubbies.
WARRANTIES. You represent and warrant that: (i) You have all rights and licenses necessary to grant to Chubbies the rights granted in the Content and Appearances and You will pay any and all third parties who may be entitled to a royalty or fee (including public performance organizations) arising from the Licensed Use of any composition or master recording embedded within the Content;(ii) to the extent any third parties are visible in the Content, You have obtained express consent from the third parties to submit their likeness; (iii) Chubbies’ use or sublicense of the Content and Appearances will not infringe, misappropriate or violate a third party’s intellectual property rights, rights of publicity or privacy, moral rights or any applicable law or regulation; (iv) Your agreement to the terms and conditions of this Agreement will not violate or conflict with any obligations owed by You to a third party; and (v) you will comply with all laws, rules and regulations applicable to this Agreement. in addition, you represent and warrant that the Content does not contain anything: (i) That is defamatory, libelous, abusive, threatening, racist, sexist, homophobic, vulgar, obscene, pornographic, offensive, indecent, or otherwise objectionable; (ii) That promotes hatred or physical harm of any kind against any group or individual; (iv) That is derogatory to members of a particular race, nationality, sex, sexual orientation or religion; (v) That promotes illegal or dangerous activity; or (vi) That contains any advertising or other commercial content.
INDEMNITY. You will indemnify, defend and hold Chubbies harmless from and against any and all claims, demands, damages, liabilities, losses, costs and expenses (including reasonable attorneys’ fees) arising from or related to: (a) breach of any of Your representations and warranties in this Agreement; (b) any third party claim that the Content or Appearances, or Chubbies’ use thereof, infringe, misappropriate or violate such third party’s intellectual property or other third party rights and (c) any third party claim that is based on any act or omission of You that results in personal injury, death, property damage or the violation of any law, ordinance or regulation.
LIMITATION OF LIABILITY. IN NO EVENT WILL CHUBBIES BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, USE OR OTHER ECONOMIC ADVANTAGE), ARISING FROM OR RELATED TO THIS AGREEMENT OR CHUBBIES’ USE OF THE CONTENT AND APPEARANCES, EVEN IF CHUBBIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
GENERAL. This Agreement will be governed by and construed in accordance with the laws of the State of California. If any provision of this Agreement is held to be unenforceable or invalid, that provision will be enforced to the maximum extent possible and the other provisions will remain in full force and effect. This Agreement is the complete and exclusive understanding and agreement of the parties regarding its subject matter, and supersedes all prior understandings and agreements between the parties regarding its subject matter. The parties to this Agreement are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, or agency between the parties.