To submit files to Customize, you must first accept the submission agreement below. This is a standard agreement, which is in use on other community sites. To help you understand what it is you are reading, you can click here to view an interpretation of exactly what each the points below mean.SUBMISSION AGREEMENT
BEFORE YOU CLICK ON THE "I ACCEPT" BUTTON AT THE END OF THIS DOCUMENT, CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY CLICKING ON THE "I AGREE" BUTTON, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT WITH RESPECT TO THE WORK YOU ARE CURRENTLY SUBMITTING AS WELL AS WITH RESPECT TO WORK YOU HAVE SUBMITTED IN THE PAST AND MAY SUBMIT IN THE FUTURE. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE "DO NOT ACCEPT" BUTTON AND DO NOT UPLOAD ANY MATERIALS TO THE CUSTOMIZE SITE(S).INTRODUCTION/SUMMARY
The following is a brief overview (in plain English) of the terms and conditions under which submissions to customize.org will be accepted. In general, by submitting photographic, artistic, computer-generated and/or other materials (audio, visual, audiovisual and otherwise) to us and agreeing to the terms and conditions set forth below, you are giving us the nonexclusive right (i.e., you can grant similar rights to others at any time) to use those materials on and as part of our websites (e.g., to include your materials in our database which we make freely available over the World Wide Web). You are also representing to us that, among other things, you have the right to allow us to so use the materials and are agreeing, among other things, to cover the costs of our defense if someone claims that we do not have the right to so use the materials (or that you do not have the right to allow us to so use the materials). Our right to use your materials in this manner will continue until you choose to remove your materials, or any of them, from our website, and notify us in writing that you want to terminate this agreement. You are agreeing that we are not responsible for your work while it is on our website, including protecting it from other people, and that we are not responsible for removing it from our website. This means that if someone else gets your materials from our website and starts selling posters featuring your materials that we are not responsible for this activity and that you will pursue that other person and not Customize to stop such use of your materials. Despite the foregoing sentence, you are also agreeing that we can remove your materials, or any of them, from our website at any time or from time to time without notice to you and without reason. You are agreeing that we have the right to use your name and likeness on our websites solely in connection with the promotion and marketing of our business (e.g., we can refer to you as a member of customize.org) until you notify us in writing that you wish to terminate this agreement and you have removed all of your materials from our website. In the event that we have sublicensed your materials to another website, it is your responsibility to have your materials removed from that website and you will not hold us responsible or liable if the other website refuses to remove your materials. We reserve the right to make changes to this agreement in the future, but any changes would not apply to you unless you accept those changed terms.AGREEMENT
This agreement ("Agreement") is a legal agreement between you, either an individual artist or the legal authorized representative of a group artist ("Artist"), and iMedia21 Inc., a Ontario corporation ("Customize"), regarding uploading certain of Artist's audio, visual, audiovisual and other materials to the customize.org website or any successor(s) thereto and/or assigns thereof (the "Customize Site(s)") and Customize's use of such materials. If Artist is agreeing on behalf of a group artist or a group of artists to be bound by the terms of this Agreement, each reference to "Artist" in this Agreement refers to each member of the group or the group as a whole, as applicable. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree (and ratify past submissions) as follows:
1. Term. The term ("Term") of this Agreement shall commence on the date that the "Artist Materials" (defined below) are initially uploaded to any Customize Site(s) and shall continue thereafter until either Artist or Customize terminates this Agreement in writing. To the extent this Agreement is terminated by Artist, the rights granted hereunder shall terminate only after Artist has removed all of Artist's Materials from the Customize Site(s), and Customize has received notice of such removal. If this Agreement is terminated by Customize, this Agreement will terminate upon Customize's removal of Artist's materials from the Customize website. In connection with any such termination of this Agreement, the parties agree to cooperate in providing an orderly termination of their relations.
2. Ownership. Artist shall at all times retain all right, title and interest in and to the Artist Materials provided by Artist hereunder (including, without limitation, the copyrights therein and thereto), subject to the non-exclusive rights granted to Customize under this Agreement. Artist is free to grant similar rights to others during and after the Term of this Agreement.
3. License to Use Artist Materials. Artist hereby grants to Customize a worldwide, royalty-free non-exclusive license to do the following things during the Term: (a) to prepare and encode Artist Materials, or any portion thereof for digital transmission, manipulation and exhibition in any format and by any means now known or hereafter devised; (b) to display, copy, reproduce, exhibit, publicly perform, broadcast, rebroadcast, transmit, retransmit, distribute through any electronic means (including analog and digital), and electronically publish any or all of the Artist Materials, including any portion thereof, and to include them in compilations for such purposes, by any and all means and media now known or hereafter devised (for avoidance of doubt, the rights granted to Customize hereunder include the rights to make Artist Materials available on Customize Site(s) and/or third-party websites); (c) to modify, adapt, change or otherwise alter the Artist Materials (e.g., change the size); and (d) the right to sublicense to any third party the Artist Materials or any part or element thereof subject to the terms and conditions of this Agreement. Artist hereby disclaims any and all right, title, or interest in any and all material with which Artist Materials may be combined or into which all or any portion of Artist Materials may be incorporated. As used in this Agreement, the term "Artist Materials" means Artist's name(s) (including professional names), trademarks, trade names, likenesses, photographs, biographical materials, artwork, liner notes, and other graphical or textual materials that Artist uploads to Customize, and any and all "skins," computer-generated images or other artwork or images that Artist submits to Customize.
4. Name and Likeness. Artist hereby grants to Customize (i) a worldwide, royalty-free, non-exclusive license to use during the Term Artist's name(s), group name, photograph and/or likeness(es) and biographical materials solely in connection with the distribution, exploitation, promotion, marketing and advertising of the Artist Materials and the Customize Site(s), and (ii) a perpetual, worldwide, royalty-free, nonexclusive license to use Artist's name(s), group name, photograph and/or likeness(es) and biographical materials solely in connection with the promotion and marketing of Customize and/or the Customize Site(s). Artist also agrees not to assert any privacy, publicity, moral or similar rights held by Artist (and any other person(s) whose performances are embodied in the Artist Materials) under the laws of the United States and any other country in connection with the exploitation of such materials.
5. Payment. Unless otherwise agreed between Artist and Customize in a writing signed by both parties, the license granted to Customize pursuant to this Agreement shall be royalty-free.
6. Representations and Warranties. Artist represents and warrants that: (a) Artist has the full right and power to enter into and perform this Agreement and to grant Customize all rights to use the Artist Materials as contemplated in this Agreement, (b) Artist has secured all necessary third-party consents, rights, licenses and permissions, if any, required in order for Artist to enter into and perform this Agreement and to grant Customize all rights to use the Artist Materials as contemplated in this Agreement (including, without limitation, consents and permissions from owners of any elements that are used in the Artist Materials), (c) the Artist Materials (and Customize's use thereof as contemplated under this Agreement) do not and will not infringe on any rights of any third party, including any trademark, copyright, patent, trade secret, right of privacy or publicity or moral rights of any third party, (d) all information that Artist has provided or will provide to Customize is true and complete, (e) the Artist Materials do not and will not violate any law, statute, ordinance or regulation, (f) the Artist Materials do not and will not be defamatory, trade libelous, pornographic or obscene, (g) the Artist Materials do not and will not contain any viruses or other programming routines that may detrimentally interfere with computer systems or data, whether those of Customize or any third party, and (h) if Artist or any member of Artist's group is a minor, Artist hereby warrants that Artist has the legal right to execute this Agreement on behalf of the minor artist and guarantee such person's performance of the terms of this Agreement. These warranties shall survive any termination of this Agreement.
7. Third Party Payments. Artist shall be responsible for all licensing, reporting and payment obligations of any kind to third parties in connection with the Artist Materials.
8. Indemnity. Artist agrees to indemnify, reimburse and hold Customize and its parent, subsidiary and affiliated entities, and its and their members, managers, officers, directors, representatives, employees, agents, successors, designees, licensees, sublicensees and assigns harmless from and against any and all liability, loss, damages, judgments, costs and expenses (including reasonable attorney's fees, costs and expenses and court costs) arising out of or related to (a) Artist's use of the Customize Site(s); (b) any breach or alleged breach of Artist's representations and warranties and/or any breach, alleged breach or violation of the notices, terms and conditions hereof; and (c) Artist's violation or alleged or threatened violation of any rights of a third party.
9. Customize's Performance.
(a) Artist acknowledges and agrees that the operation of the Customize Site(s) may from time to time encounter technical or other problems and may not necessarily continue uninterrupted or without technical or other errors and Customize shall not be responsible to Artist or others for any such interruptions, errors or problems or an outright discontinuance of the Customize service. There are no assurances whatsoever that any of the Artist Materials or any part or element thereof shall actually be utilized on the Customize Site or if so utilized continue to be available for any particular time. Customize has the right, in Customize's sole and absolute discretion, to remove from the Customize Site(s) at any time the Artist Materials or any part thereof and/or to revoke any sublicense granted by Customize to any affiliate or unaffiliated third party. The Customize Site may be discontinued at any time, with or without reason.
(b) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMIZE DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO (1) UNINTERRUPTED OR CONTINUOUS AVAILABILITY OF THE CUSTOMIZE SITE, AND (2) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT WITH RESPECT TO THE CUSTOMIZE SITE AND ANY SERVICES PROVIDED BY CUSTOMIZE HEREUNDER. IN ADDITION, ALTHOUGH CUSTOMIZE INTENDS TO TAKE REASONABLE STEPS TO PREVENT THE INTRODUCTION OF VIRSUES OR OTHER DESTRUCTIVE MATERIALS TO THE CUSTOMIZE SITE(S), AND WHETHER OR NOT CUSTOMIZE IMPLEMENTS THE AFOREMENTIONED REASONABLE PROTECTIONS, CUSTOMIZE DOES NOT WARRANT THAT THE CUSTOMIZE SITE(S), ANY PART THEREOF, OR ANY INFORMATION OR OTHER MATERIAL ACCESSIBLE THROUGH THE CUSTOMIZE SITE(S) IS FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER HARMFUL COMPONENTS.
(c) CUSTOMIZE DISCLAIMS ALL RESPONSIBILITY AND LIABILITY FOR ANY THIRD-PARTY USE OF THE ARTIST MATERIALS THAT RESULT FROM ARTIST'S MATERIALS BEING AVAILABLE ON THE CUSTOMIZE WEBSITE OR ANY THIRD-PARTY WEBSITE LICENSED TO USE ARTIST MATERIALS UNDER THE TERMS OF THIS AGREEMENT. ARTIST SHALL BE SOLELY RESPONSIBLE FOR REMOVING ARTIST MATERIALS FROM A SITE OTHER THAN THE CUSTOMIZE WEBSITE AND ARTIST SHALL SEEK RELIEF FOR SUCH UNAUTHORIZED USE OF ARTIST MATERIALS SOLELY FROM SUCH OFFENDING THIRD-PARTY WEBSITE(S), AND NOT FROM CUSTOMIZE. THIS MEANS, AMONG OTHER THINGS, THAT IF ANOTHER PERSON OBTAINS YOUR ARTIST MATERIALS FROM CUSTOMIZE (WHETHER OR NOT WITH CUSTOMIZE'S PERMISSION), AND USES THOSE MATERIALS FOR COMMERCIAL GAIN OR IN SOME OTHER WAY THAT YOU DO NOT APPROVE YOU WILL SEEK REDRESS FROM THE OTHER PERSON AND NOT FROM CUSTOMIZE, AND THAT YOU WILL NOT HOLD US RESPONSIBLE OR LIABLE FOR SUCH UNAUTHORIZED USE.
10. No Liability for Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT (INCLUDING NEGLIGENCE) SHALL CUSTOMIZE, ITS OFFICERS, DIRECTORS, MEMBERS, PARENTS, AFFILIATES, SUBSIDIARIES, LICENSEES, ASSIGNS, SUCCESSORS, AGENTS, REPRESENTATIVES, EMPLOYEES OR LICENSORS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING OUT OF AN ACTION UNDER CONTRACT, NEGLIGENCE OR ANY OTHER THEORY AND DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF (A) THE USE OR INABILITY TO USE THE CUSTOMIZE SITE(S), (B) THE RELIANCE ON ANY CONTENT ON OR ACCESSED THORUGH THE CUSTOMIZE SITE(S), AND/OR (C) ANY GOODS OR SERVICES ADVERTISED ON THE CUSTOMIZE SITE(S) OR ACCESSED THORUGH THE CUSTOMIZE SITE(S), EVEN IF CUSTOMIZE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11. Copyright and Trademark Notices. Customize, the Customize logos, and the layout and design of the Customize Site(s), among other marks that may appear on the Customize Site(s) are trademarks of iMedia21 Inc. (the "Customize Marks"). Other trademarks and service marks on the Customize Site(s) may be the property of the advertisers, content partners and/or providers, or other third parties. You may not use any of the Customize Marks without Customize's prior written permission, and you may not use any third-party marks without the third party's prior written permission.
(a) Governing Law; Jurisdiction. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS BY THE LAWS OF THE PROVINCE OF ONTARIO WITHOUT REGARD TO ITS OR ANY OTHER JURSUDCICTION'S CONFLICT OF LAWS PRINCIPLES. THE SOLE VENUE AND JURISDICTION FOR DISPUTES ARISING FROM THIS AGREEMENT SHALL BE THE APPROPRIATE COURT LOCATED IN TORONTO, ONTARIO, AND YOU AND CUSTOMIZE BOTH IRREVOCABLY AGREE TO SUBMIT TO THE JURISDICTION OF SUCH COURTS.
(b) Assignment. Customize shall have the right to assign this Agreement in whole or in part to any person or business entity.
(c) Notice. All notices, requests and other communications ("Communications") under this Agreement must be in writing and sent to iMedia21 Inc., 54 Lambert Rd, Thornhill, Ontario, Canada L3T 7E3, ATTN: Legal Department. Communications shall be deemed received: (i) for Communications sent by registered or certified mail, postage prepaid, return receipt requested or by Federal Express or other reputable overnight courier service, on the date of receipt or refusal as indicated on the return receipt; (ii) for Communications sent by personal delivery, on the date of personal delivery; and (iii) for Communications sent by facsimile, upon transmission subject to telephone confirmation of receipt. No other form of notice shall be accepted under this Agreement.
(d) Entire Agreement. This Agreement sets forth the entire understanding and agreement of Artist and Customize as to the subject matter hereof and supersedes all prior proposals, discussions or agreements (oral and written) with respect to such subject matter.
(e) Modification. This Agreement may be changed only by a writing signed by both parties that specifically refers to the parties' intent to amend this Agreement.
BY CLICKING ON THE "I ACCEPT" BUTTON BELOW, I AM INDICATING THAT I HAVE READ AND UNDERSTAND THE ABOVE AND I AGREE TO BE BOUND BY THIS SUBMISSION AGREEMENT AND RATIFY MY AGREEMENT TO BE BOUND BY THE TERMS HEREOF WITH RESPECT TO WORK SUBMITTED BY ME IN THE PAST.