TeenNick.com User Video Submission Agreement

Please read this legal agreement carefully before uploading a video to the TeenNick website.

You are entering into this User Generated Video Submission Service Agreement ("Agreement") in consideration of TeenNick ("TeenNick"), a programming service, and TeenNick's website located at www.teennick.com ("TEENNICK.COM" or our "Web Site") both services of the Nickelodeon Group, a business unit of Viacom Media Networks, a division of Viacom International Inc. ("VMN," together with other subsidiaries and affiliates of Viacom International Inc. which are referred to herein as "Affiliates"), considering your video submission for TeenNick's UGV Video Page. Please carefully read this Agreement because it is a part of the Terms of Use as set forth on TEENNICK.COM and represents your legally binding agreement with us regarding your use of the TEENNICK.COM Video Submission Service ("Service"). Unless defined separately, terms used in this Agreement are defined in our Terms of Use. The Service may operate not only on and in conjunction with our Web Site, but also via electronic mail, File Transmission Protocol ("FTP") and on the television channels and web sites of TEENNICK.COM's Affiliates and assigns and third parties with whom we have made arrangements to make all or any part of our Service available (collectively, the "TEENNICK.COM Entities" and, individually, a "TEENNICK.COM Entity") and consequently all references to our Service, unless the context clearly requires otherwise, includes our Web Site and their web sites related to our Service as well. When you send your video to TeenNick, you are signifying your agreement with and acceptance of all these terms and conditions as part of the Terms of Use that govern your legal and contractual relationship with TEENNICK.COM (also available for review at TEENNICK.COM). All users who want to submit videos for display on the Video Page or use any of the interactive features of our Service, such as commenting on videos, must be registered users of the TEENNICK.COM Web site. We have the right to change the terms and conditions of this Agreement at any time as described in our Terms of Use. If you do not agree with all the terms and conditions of this Agreement at any time, including, without limitation, those times when we make changes, do not use, do not attempt to use, and immediately discontinue your use of, the Service, because if you do any of these things you are agreeing to be bound by all of the terms and conditions of this Agreement, including, without limitation, any changes we have made.

1. Submitting Videos.

2. Content Requirements.

We will use the term "video" to mean and refer to any and all content, media and materials you submit to or for the Service for display on the Web Site, whether directly to us or through any of the TEENNICK.COM Entities, including, without limitation, still photographs, writings, spoken statements, music, audio, video, video recordings, audio-visual works and recordings, slides, portraits, animated and/or motion pictures, caricatures, likenesses, vocal or other sounds, sound recordings, voices, voice reproductions, computer graphics and visual effects, as well as any accompanying documentation, packaging or other materials, tangible or intangible, and to all derivative works, translations, adaptations or variations of same, regardless of the tangible medium, broadcast medium, format or form, now known or hereinafter developed or discovered, and regardless of where produced, on location, in a studio or elsewhere, in black-and-white or in colors, alone or in conjunction with other work, characters, real or imaginary, in any part of the world. To submit videos to the Service you must sign, or otherwise indicate your assent to this Agreement, upload your video (transmit a copy of the digital video file) through the Internet via email, FTP, or through our Web site. Each time you upload or submit a video, you will be confirming your acceptance of, and agreement to be bound by, all the terms and conditions of this Agreement. The instructions for uploading your video are found on the upload page on our website, or in the email which was sent to you with this Agreement, as applicable. To be considered for posting and display to the public on the Video Page, your video must meet all the specifications and requirements relating to formatting, compatibility, operating characteristics and ground rules and these can be found on the upload page, the email accompanying this agreement, and in the Terms of Use. When you submit a video to the Service, you may also be asked to provide some information about yourself and your submission. This may include, without limitation, such things as a descriptive title, some information about the content, length, your geographic location and/or similar information. By submitting your video, you are also agreeing and you understand that the term "video" also includes, without limitation, and refers to all of the information you submit or we may receive that is related to your video and your submission. Always keep a copy of anything you send because we shall not be responsible for lost, damaged, misdirected, unusable or unreadable videos. Proof that you submitted a video does not constitute proof that we or any of the TEENNICK.COM Entities received anything.

3. Copyright; Content Requirement Violations; Breach of Agreement.

If you believe any video violates the copyright of any other party, you can notify us by using our Notice and Procedure for Making Claims of Copyright Infringement, which is set forth on our Copyright Compliance Policy. If you believe any video or the conduct of any other user violates this Agreement or in any other way infringes upon the rights of others, you may notify us by email at info@TEENNICK.COM. We have no obligation to respond or reply to any notifications you send us, but we always reserve the right to take any action or no action in our sole discretion.

4. Rights Granted to TEENNICK.COM and the TEENNICK.COM Entities.

In connection with each and every video you submit to or through the Service, you grant to TEENNICK.COM and the TEENNICK.COM Entities the unqualified, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual and royalty free right, license, authorization and permission, in any form or format, on or through any media or medium and with any technology or devices now known or hereafter developed or discovered, in whole or in part, to host, cache, store, maintain, use, reproduce, distribute, display, exhibit, perform, publish, broadcast, transmit, modify, prepare derivative works of, adapt, reformat, translate, and otherwise exploit all or any portion of your video on the TEENNICK.COM Site, the Service, and any other websites, wireless services, channels, services (including branded programming services), and other distribution platforms, whether currently existing or existing or developed in the future, of TEENNICK.COM and any TEENNICK.COM Entity, as well as on third-party social networking websites and platforms, such as Facebook and Twitter, (collectively, the "Platforms"), for any purpose whatsoever (including, without limitation, for any promotional purposes) without accounting, notification, credit or other obligation to you, and the right to license and sub-license and authorize others to exercise any of the rights granted hereunder to TEENNICK.COM and the TEENNICK.COM Entities, in our sole discretion. For the avoidance of doubt, without limiting the generality of the rights granted to TEENNICK.COM and the TEENNICK.COM Entities, these rights include, without limitation, the right to create derivative works of, distribute and synchronize all or any portion of your video in timed relation to any other visual elements; to web cast, pod cast, re-publish, re-broadcast, re-platform, port, syndicate, route, and link to and from all or any portion of your video; to encrypt, encode and decode, and compress and decompress all or any portion of your video; to edit, mix, combine, merge, distort, superimpose, create or add special effects, illusions and/or other material to or of all or any portion of your video; to create composite, stunt, comic or unusual photographs, videos, animations, motion pictures and/or voice reproductions from all or a portion of your video; and to excerpt and/or extract portions of your video in order to host, store, index, categorize and display your video on or through the Platforms. By submitting your video to the Service, in addition to the rights, licenses and privileges referred to above, you are also granting TEENNICK.COM and each of the TEENNICK.COM Entities the unqualified, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual and royalty free right, license, authorization and permission to use and refer to your name, your User Name, image, characteristic or other distinctive identification in presentations, marketing materials, customer lists and financial reports, to do, perform, take advantage of and exploit any and all of the rights set forth herein in connection with the marketing, advertising and promotion of the Service, the Video Page, the Platforms, and any products, goods, features, functions, capabilities and/or services associated with TEENNICK.COM and/or any of the TEENNICK.COM Entities and to use and otherwise exploit any ideas, concepts, content, material, expression or form of expression, in whole or in part, contained in your video, for any purpose whatsoever, without any credit, compensation or accounting to you, in products or services developed by any TEENNICK.COM Entities, without limitation or restriction whatsoever. The rights, licenses and privileges described in this Agreement and granted to TEENNICK.COM and the TEENNICK.COM Entities shall commence immediately upon submission of a video to or through the Service (by upload and approval by you or by any other means we or any of the TEENNICK.COM Entities make available to you) and continue thereafter perpetually and indefinitely, regardless of whether you continue or remain a registered user or not, unless and until terminated, in whole or in part, by TEENNICK.COM on notice to you. Notwithstanding the foregoing, you acknowledge and agree that neither TEENNICK.COM, nor any TEENNICK.COM Entity, shall be required or have any obligation to host, index, display, accept or use any submitted video (or take advantage of any or all of the particular rights and authorities granted or otherwise available) and TEENNICK.COM may, in its sole discretion, remove or refuse to host, index, display, accept, use or do anything at all with respect to any video. Once you submit your video, you shall have no right to prohibit, restrict, revoke or terminate any of the rights granted to TEENNICK.COM or the TEENNICK.COM Entities. You are not entitled to and you will not receive any compensation or other consideration for your video, other than entry in the Video Page, or any use made of your video once submitted to or through the Service. You also understand and agree that neither all or any portion of your video, nor any commercial, advertisement, promotional, marketing or other material associated with your video, need to be submitted for approval prior to use. You hereby release TEENNICK.COM and the TEENNICK.COM Entities from any and all claims of any rights, encumbrances, liens, claims, demands, actions or suits which you may or can have in connection with your video, including, without limitation, any and all liability for any use or nonuse of the your video, claims for defamation, libel, slander, invasion of privacy, right of publicity, emotional distress or economic loss. TEENNICK.COM and the TEENNICK.COM Entities have the right to assign, transfer, convey, license, sub-license and otherwise transfer, sub-contract, delegate, outsource or engage third parties to perform or benefit from all or any portion of its or their rights and/or obligations to any one or more other parties, without accounting, reporting, notification or other obligation or liability to you whatsoever, now or in the future. You also forever waive and relinquish all moral rights or droit moral now or hereafter recognized in connection with the video and the rights granted to TEENNICK.COM and the TEENNICK.COM Entities hereunder. TEENNICK.COM has the right to license, authorize and/or otherwise enter into agreements and arrangements with any TEENNICK.COM Entity and/or all of the TEENNICK.COM Entities to do or perform any of the activities, exercise any of the rights and/or undertake any of the responsibilities granted or imposed under this Agreement, in whole or in part.

5. Ownership.

TEENNICK.COM includes, without limitation, this Service (including, without limitation, any software or other capabilities that TEENNICK.COM or any of the TEENNICK.COM Entities may provide or make available to you to assist you in any download, upload or other process), and all terms and conditions applicable to your use of the TEENNICK.COM Site as set forth in the Terms of Use apply to this Service. TEENNICK.COM retains all right, title and interest in and to the Service, including, without limitation, to all associated intellectual property and proprietary rights existing anywhere in the world and you acquire no ownership, proprietary or other rights, title or interest in or to the Service. Except for the licenses, authorizations, consents and rights granted hereunder and described in this Agreement, as comprehensive and broad as they may seem or actually be, TEENNICK.COM acquires no title or ownership rights in or to any videos you submit through the Service and nothing in this Agreement conveys to us any ownership rights in your videos. Although by your submission of each and every video you are requesting and directing us and any of the TEENNICK.COM Entities with whom we have made arrangements, to take advantage of and exploit all of the rights and privileges granted hereunder (including, without limitation, the right to display and post the video on the Platforms), neither we, nor any of the TEENNICK.COM Entities, have any obligation to do any of these things. You must own the rights to each video you submit and each element of each video you submit and the right to grant all of the authorizations, permissions, approvals, consents, rights and licenses as described in this Agreement. If you do not exclusively own all of these rights, you must have all necessary authorizations, permissions, approvals, consents, rights and licenses from the owner(s) to enter into this Agreement and perform and comply with all of its obligations. You represent, warrant and covenant to TEENNICK.COM and by submitting each video to or through the Service for consideration in the Video Page, you reaffirm each such representation, warranty and covenant, that (a) you are not a minor and you have the legal right and capability to enter into this Agreement and perform and comply with all of its terms and condition, (b) all of the information provided by you associated with your use of the Service and each time you submit a video to or through the Service, is correct, complete and current, (c) neither your video nor your submission of any video violates this Agreement, any rights of any other party, any of your obligations, any law or regulation or infringes upon or misappropriates any intellectual property, privacy, publicity or other rights of any party, (d) you hold and will continue to hold all the ownership, license, proprietary and other rights necessary to enter into, authorize, grant rights and perform your obligations under this Agreement as described, (e) you will follow all of the rules which govern the Video Page, (f) you are a legal resident of the United States, and (g) neither you, nor any member of your immediate family or those living in your household is an employee, shareholder, officer, director, agent or representative of any person or entity connected with the Video Page, administration or judging of the Video Page or in any way connected with the Video Page, including but not limited to TeenNick, VMN, Viacom International Inc. (non-majority shareholders permitted), TEENNICK.Com Entities, participating television stations, advertising agencies, corporate sponsors or any of their respective parent companies, affiliates, subsidiaries, agents or representatives. Upon the request of TEENNICK.COM, you will furnish TEENNICK.COM any documentation, substantiation and releases necessary and reasonably required to verify and substantiate your compliance with any or all of the terms and conditions of this Agreement, including, without limitation, the foregoing representations, warranties and covenants. You also understand and agree that no guild or residual payments will arise in connection with the submission and exploitation of the video.

6. Financial Consideration.

TEENNICK.COM and each of the TEENNICK.COM Entities reserves the sole and exclusive right to sell advertising and otherwise exploit, benefit from and/or realize revenue from the conduct of its business and hosting and operating the Service, the TEENNICK.COM Site or other Platforms and any and all arrangements made with respect thereto, without accounting, obligation or liability to you, notwithstanding that your video may be displayed on or otherwise used by or in connection with the Service, the TEENNICK.COM Site or other Platforms.

7. Indemnification.

Your indemnification obligations under the Terms of Use include, without limitation, any third party claims arising from, related to or caused by your video, the submission of your video and/or in any way associated with this Agreement and/or the Service.

8. Disclaimers and Limitation of Liability.

THE SERVICE IS PROVIDED "AS IS" WITH NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED AND YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR YOUR VIDEO, THE REPRESENTATIONS AND OBLIGATIONS UNDER THIS AGREEMENT AND FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING FROM YOUR USE OF THE SERVICE. TEENNICK.COM EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES CONCERNING ACCESS TO AND/OR THE AVAILABILITY, ACCURACY, USEFULNESS AND/OR SECURITY OF THE SERVICE, ANY CONTENT, MATERIAL, SOFTWARE, INFORMATION, DATA, SOFTWARE, CAPABILITIES MADE AVAILABLE TO YOU, RESOURCES, FACILITIES, PRODUCTS AND/OR SERVICES, AND WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THAT THE SERVICE WILL FUNCTION OR PERFORM IN ANY PARTICULAR MANNER. THE SERVICE IS MAINTAINED ON SERVERS IN THE UNITED STATES INTENDED FOR USERS AND USE OF THE SERVICE THAT IS NOT RESTRICTED OR PROHIBITED BY LAW OR REGULATION. TEENNICK.COM 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. TEENNICK.COM EXPRESSLY DISCLAIMS ALL LIABILITY FOR ANY AND ALL DAMAGES, WHETHER DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, HOWSOEVER ARISING OR CAUSED, WHETHER FORESEEABLE OR NOT, REGARDLESS OF THE FORM OF ACTION OR THE BASIS OR CHARACTERIZATION OF THE CLAIM AND EVEN IF ADVISED OF THE POSSIBILITY OF DAMAGES.

9. General.

The Terms of Use , incorporating this Agreement, is the entire agreement between you and us relating to the Service and the subject matter of this Agreement and supersedes any prior or inconsistent agreements. TEENNICK.COM may terminate this Agreement with you and your right to use the Service at any time without notice to you. In no event shall you have the right to enjoin the development, production or distribution or exploitation of the Programming. We may transfer and assign this Agreement or all or any of its rights or privileges hereunder to any entity or individual without restriction. This Agreement shall be binding on all of your successors-in-interest and heirs. This Agreement may not be altered or amended except in writing signed by both parties. This Agreement shall be governed by the laws of the State of New York. The parties hereto agree to submit to jurisdiction in the State of New York. By uploading your video, you agree that all of the foregoing terms and conditions of this Agreement apply to the video which you are supplying to TEENNICK.COM and the TEENNICK.COM Entities.