Terms of Submission
By submission of Content (as defined below) to worthi, inc. (“worthi”) you agree to abide by and be subject to these terms of submission (the “Terms”). These Terms describe the understanding upon which you, the Licensor have submitted Content to worthi for its use. Content refers to all intellectual property, including without limitation, images, audio, video, trademarks, logos, identifiable characters, music and sounds in whatever format or media they may be produced or used.
- License. Licensor grants worthi an irrevocable exclusive, unlimited right, in its sole discretion to use, change, alter, modify, compile, serialize and edit Content for itself or for others, and to license, display, publish, distribute, broadcast, sublicense, reproduce, merchandise, advertise, market, promote, monetize, exploit and otherwise use the Content by any and all methods or means, whether now known or hereafter devised, in any manner and in any and all media throughout the world, in perpetuity, for any purpose whatsoever. Licensor irrevocably appoints worthi as its attorney-in-fact to take any such action as may from time to time be necessary to effect, transfer, or assign the license granted to worthi, including without limitation copyright-related actions, and assigns to worthi the right to prosecute any and all claims from the past, present, and future use of the Content by unauthorized third parties.
- Representations and Warranties. Licensor represents to worthi that;
- Licensor has the sole, exclusive ownership of the Content and all rights of every kind in the Content and to use or license the Content.
- Licensor has the absolute right to grant to worthi an exclusive license to the Content.
- Licensor has not previously submitted, authorized, licensed or entered into any contract with others for the Content. Submission of the Content to worthi does not violate any other agreements by Licensor for the Content.
- The Content does not use or violate the copyright, trademark or other tangible or intangible rights of others.
- Upon submission of Content to worthi, Licensor will not license the Content to any other party or take any action that may impair the license granted to worthi.
- Licensor has received the consent of any and all individuals and entities who have worked on, contributed or appear in the Content. All of the individuals and entities whose names, voices, likenesses, appearance, appear in the Content or have been used in the Content have authorized and approved Licensor’s use thereof, and worthi shall have the right to use all names, voices, images, and likenesses contained in the Content in exploitation of the Content.
- Licensor is not entitled to any monetary or other compensation for the submission of Content to worthi.
- Acknowledgement and Indemnity. Licensor acknowledges that worthi is relying on the representations and warranties of Licensor and that in consideration of the submission will invest its time, effort and resources to market and monetize the Content. Licensor acknowledges that worthi will be damaged by breach of these representations and warranties by Licensor. Licensor further acknowledges that worthi’s damages may be difficult to calculate and may not be adequately compensated by damages such that worthi, in addition to any other monetary damages or relief, may seek equitable and injunctive relief to enjoin Licensor or third parties from using the Content.
Licensor hereby agrees to indemnify, release and hold harmless worthi, its successors, and assigns, and the directors, officers, employees, representatives and agents of each of the foregoing, from any and all claims, demands, causes of action, damages, judgments, liabilities, losses, costs, expenses, and attorney’s fees arising out of or resulting from (i) any breach by Licensor of any warranty, representation or any other provision of these Terms, and/or (ii) any claims of or respecting slander, libel, defamation, invasion of privacy or right of publicity, false light, infringement of copyright or trademark, or violations of any other rights arising out of or relating to any use by worthi of the rights granted under this these Terms.
Use by worthi. In making a submission to worthi, Licensor may designate a specific affiliated rescue to receive benefits from the commercial use of that Content by worthi. Content submitted without a designated rescue or which designates an unaffiliated rescue will be utilized at worthi’s sole and absolute discretion and any benefits therefrom will be directed by worthi in its sole and absolute discretion.
Governing Law. These Terms are governed by the law of the State of Arizona. All claims arising out of or relating to these Terms are subject to binding arbitration before a single arbitrator in an arbitration to be held in Maricopa County, Arizona. The parties agree that the Arizona Revised Uniform Arbitration Act will apply and that arbitration will be conducted through the American Arbitration Association and the AAA commercial rules then in effect will apply. Licensor waives all right to, any equitable relief whatsoever, including the right to rescind its agreement to these Terms, to rescind any license or rights granted hereunder, or to enjoin, restrain or interfere in any manner with the marketing, advertisement, distribution or exploitation of the Content. Licensor expressly waives the right to recover consequential, incidental and/or punitive damages from worthi or any sub-licensee.