Tyro TV / Mercury Productions, LLC
Video Upload Agreement
SUMMARY
• You own the material that you upload,
• You grant Tyro TV the exclusive right to sell or otherwise distribute your submission,
• You will receive 75% of any and all revenues your film generates, after deduction of a 25% commission and costs to Tyro TV,
• You are 18 years or older, and
• You must fully comply with our Terms of Use and any applicable contest’s Official Rules
This Video Upload Agreement (the “Agreement”), in combination with our Terms of Use, includes the terms and conditions that govern the video (the “Submission”) you now wish to upload to TyroTV.com (the “Website”). When you upload a Submission, you signify your agreement with and acceptance of all terms and conditions of this Agreement as well as the terms and conditions contained in our Terms of Use.
I. OWNERSHIP AND GRANT OF RIGHTS
Notwithstanding the broad nature of the licenses and rights granted hereunder and described in this Agreement, nothing in this Agreement conveys to us any title or ownership rights to your Submission.
By uploading your Submission, you grant to us an unlimited, unrestricted, worldwide, irrevocable, perpetual and royalty-free license, in any form now known or hereafter discovered, to use, reproduce, distribute, prepare derivative works of, and display and otherwise exploit all or any portion of your Submission, for any purpose whatsoever, and the right to license and sub-license to others any of the rights granted hereunder.
II. CONDITIONS OF SUBMISSION
For every Submission, you represent and warrant that you are at least eighteen (18) years of age, a legal resident of the United States, and have the right to grant all rights granted herein, and the Submission will not infringe on the rights of any third party, and that you will not post your Submission on the Internet or any website other than TyroTV.com. For any contest for which you are uploading a Submission, you must comply with the official rules listed on the contest’s homepage, and may be required to grant us rights to use your name and likeness in conjunction with use and potential sale of your Submission. Consequently, all information you provide along with your Submission must be true, complete and current.
PLEASE BE AWARE THAT THE CONTENT YOU ARE SUBMITTING MAY CONTAIN THEMES AND ISSUES THAT ARE SENSITIVE OR HIGHLY CONTENTIOUS, AND MAY BE OFFENSIVE TO SOME. UPON UPLOADING YOUR SUBMISSION, YOU ACKNOWLEDGE THAT YOU HAVE FULLY CONSIDERED THE TERMS HEREIN AND AGREE TO THE PROMOTION AND SALE OF YOUR SUBMISSION AND YOUR ASSOCIATION WITH THE SAME.
Upon our request, you agree to furnish us any documentation necessary and required to verify your compliance with any of the terms and conditions of this Agreement.
You represent that the Submission contains no virus or material that will alter any data or impair the operation of any computer system or any equipment or software thereon, or permit any unauthorized access to any such system, equipment or software.
You agree that we have no obligation to accept or use your Submission, and in our sole discretion retain the right to remove your Submission from the Website for any reason whatsoever, or remove or delete your account, or take other actions necessary to enforce the terms of this Agreement and our Terms of Use.
You acknowledge that other users may upload videos with similar or identical content to your Submission, and you understand and agree you will not be entitled to any compensation because of the use or exploitation thereof, and the use or display of anything similar or identical to that contained in your Submission is unavoidable and purely coincidental.
You agree that all material you download from Website, including without limitation: any text, videos, sounds, or music are owned by or licensed to The Company, subject to copyright and other intellectual property rights under the law. You agree that you may not use these materials for any purpose other than creating your Submission without the prior written consent of the respective owners.
Submissions do not reflect the views of Tyro TV, and we do not endorse or support any particular opinions expressed in any Submission.
III. FINANCIAL CONSIDERATION FOR SUBMISSION SALES
As a condition of your Submission and entering into this Agreement, you grant us the right to evaluate your Submission for potential promotion and sale to broadcasters in any media, including without limitation television and Internet. Many of our sponsored contests will be promoted with the aim that we will promote and sell the winner’s Submissions to be distributed and broadcast on television or other Internet portals, but we may elect to promote and sell Submissions that are not contest winners.
In the event that we can reach a deal with a third party, and in consideration of such sale, you shall be entitled to seventy-five percent (75%) of the revenues from any sales, after our costs of promotion have been deducted; we shall be entitled to the remainder twenty-five percent (25%) of revenues from sales. If your Submission is sold with other submissions owned by other creators, the revenues shall be divided and paid equally based on the number of submissions sold. Each Owner shall receive an equal portion of the proceeds. Aside from the offer and revenue sharing arrangement contained in this section, you agree that we may exploit your Submission without any accounting, obligation or liability to you, including without limitation display on, or other use by, or in connection with the Website. This revenue sharing arrangement will be terminated and you will be considered to have materially breached this Agreement and our Terms of Use, if you post your Submission elsewhere on the Internet as prohibited in our Terms of Use.
IV. INDEMNIFICATION
Upon uploading your Submission, you agree to indemnify and hold Mercury Productions LLC, its parents, successors, licensees and assigns, harmless from and against any and all claims, damages, liabilities, costs and expenses arising out of any use or nonuse of your Submission. Your indemnification obligations under the Terms of Use include, without limitation, any third party claims arising from, related to or caused by Submission and/or in any way associated with this Agreement and/or the Website.
V. LIABILITY LIMITATIONS AND DISCLAIMERS
THE WEBSITE AND ITS FEATURES THAT ENABLE YOU TO UPLOAD ANY SUBMISSIONS ARE PROVIDED “AS IS” WITH NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED AND YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR YOUR SUBMISSION, THE OBLIGATIONS AND REPRESENTATIONS UNDER THIS AGREEMENT AND FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING FROM YOUR USE OF THE WEBSITE WHEN YOU UPLOAD YOUR SUBMISSION. MERCURY PRODUCTIONS LLC EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES CONCERNING ACCESS TO AND THE AVAILABILITY, USEFULNESS OR SECURITY OF THE WEBSITE, ANY CONTENT, MATERIAL, SOFTWARE, INFORMATION, DATA, PRODUCTS OR SERVICES, AND WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THAT THE TECHNOLOGY AND PROGRAMMING THAT ENABLES YOU TO UPLOAD SUBMISSIONS WILL FUNCTION OR PERFORM IN ANY PARTICULAR MANNER.
THE WEBSITE IS MAINTAINED ON SERVERS IN AND INTENDED FOR RESIDENTS OF THE UNITED STATES. MERCURY PRODUCTIONS LLC DISCLAIMS ALL LIABILITY FOR ANY USE NOT SPECIFICALLY AUTHORIZED OR THAT IS IN VIOLATION OF THIS AGREEMENT OR THE LAWS OR REGULATIONS THAT MAY APPLY TO YOU IN ANY JURISDICTION OR COUNTRY. MERCURY PRODUCTIONS LLC EXPRESSLY DISCLAIMS ALL LIABILITY FOR ANY AND ALL DAMAGES, WHETHER DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER FORESEEABLE OR NOT, REGARDLESS OF THE CAUSE OF ACTION OR THE BASIS OF THE CLAIM.
VI. GENERAL TERMS
The terms of this Agreement shall be governed by the substantive laws of the State of California, without respect to its conflict of laws principles. Any claim or dispute between you and us that arises in whole or in part from your Submission or use of the Website shall be decided exclusively by a court of competent jurisdiction located in Los Angeles County, California.
Our Terms of Use, incorporating this Agreement, constitutes the entire agreement between you and us relating to your Submission and supersedes any prior or inconsistent agreements, and in the event of an inconsistency between the Terms of Use and this Agreement, the language in the Terms of Use shall govern. Please note that the section headings contained herein are for convenience only and shall not be given any legal import whatsoever.
We may terminate this Agreement with you and your right to use the Website at any time without notice to you. We also reserve the right to change the terms of this Agreement at any time as described in our Terms of Use.
UPON UPLOADING MY SUBMISSION, I DECLARE THAT I HAVE READ THIS AGREEMENT AND THE TERMS OF USE FOR THE WEBSITE IN THEIR ENTIRETY, I FULLY UNDERSTAND THEIR CONTENTS, AND AGREE TO BE BOUND BY ALL TERMS CONTAINED THEREIN.
