CONTENT SUBMISSION AGREEMENT
Effective as of August 24, 2018
Go Go Brothers may change any of the terms of this Content Submission Agreement, at any time without notice, by posting revisions to the Site. Your continued use of the Site and submission of content constitutes your acceptance of the Content Submission Agreement.
1. User Submitted Content
You have the ability to interact with the Site and other users by uploading, providing, or contributing content, including, but not limited to, still photographs, writings, spoken statements, music, audio, video, audio-visual works and recordings, slides, portraits, animated and/or motion pictures, caricatures, likenesses, vocal or other sounds, 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, alone or in conjunction with other works or characters, real or imaginary, in any part of the world (collectively, “Your Content”).
You affirm, represent and warrant that
(1) you own or otherwise control all right, title, and interest in and to Your Content, including, but not limited to, the copyright thereto, the right to use names images, and likenesses of any third party referenced, appearing, or is otherwise identifiable in Your Content;
(2) none of the materials included in Your Content are defamatory, libelous, obscene, pornographic, or violate any law; (3) use of Your Content as provided in this Content Submission Agreement will not violate any legal rights (tangible or intangible) of any third-party;
(4) you are not a minor and you have the legal right and capacity to enter into this Content Submission Agreement and perform and comply with all of its terms and conditions or, if you are a minor, your parent or legal guardian has agreed to this Content Submission Agreement on your behalf; and
(5) Your Content does not contain any viruses, adware, spyware, worms, or other malicious code. Violators of these third-party rights may be subject to criminal and civil liability. Go Go Brothers reserves all rights and remedies against any Users who violate this Content Submission Agreement.
2. Ownership of Rights of Your Content
Except for the licenses, authorizations, consents, and rights granted hereunder and described in this Content Submission Agreement, or elsewhere, Go Go Brothers acquires no title or ownership rights in or to any User Content you submit and nothing in this Content Submission Agreement conveys to us any ownership rights in your User Content. You hereby grant Go Go Brothers and its designees a worldwide, royalty-free, non-exclusive, transferable, sublicensable license (the “License”) to sell, license, rent, transfer, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, host, edit and prepare derivative works of Your Content in connection with the Site or the conduct of Go Go Brothers’ business in any format and through any media channels, whether currently existing or developed in the future. For the avoidance of doubt, without limiting the generality of the rights granted to Go Go Brothers, these rights include, without limitation, the right to distribute and synchronize all or any portion of your User Content 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 User Content; to encrypt, encode and decode, and compress and decompress all or any portion of your User Content; 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 User Content; to create composite, stunt, comic or unusual photographs, videos, animations, motion pictures and/or voice reproductions from all or a portion of your User Content; and to excerpt and/or extract portions of your User Content in order to host, store, index, categorize and display your User Content on or through the Platforms.
The rights, licenses and privileges described in this Content Submission Agreement and granted to Go Go Brothers LLC, shall commence immediately upon submission of your User Content to the Site and shall continue thereafter perpetually and indefinitely, regardless of whether you become, continue or remain a registered user or not, unless and until terminated, in whole or in part, by Go Go Brothers on notice to you.
Notwithstanding the foregoing, you acknowledge and agree that Go Go Brothers shall not be required or have any obligation to host, index, display, accept, or use any submitted User Content (or take advantage of any or all of the particular rights and authorities granted or otherwise available) and Go Go Brothers may, in its sole discretion, remove or refuse to host, index, display, accept, use or do anything at all with respect to any User Content. Once you submit or attempt to submit User Content you shall have no right to prohibit, restrict, revoke, or otherwise terminate any of the rights granted to Go Go Brothers. The Company may monitor Your Content as it appears on the Site and may edit or delete Your Content at any time and for any or no reason without your permission. You further agree to take any actions reasonably necessary, including furnishing, providing, or executing documents, to substantiate, effect, perfect or evidence the representations and/or licenses and rights set forth in this Content Submission Agreement.
You acknowledge that other persons may have submitted User Content to us, may have made public or developed, or may originate, submit, make public or develop, material similar or identical to all or a portion of your User Content or concepts contained therein, and you understand and agree that any posting or display thereof is not any admission of novelty, priority or originality. Even if you subsequently see or learn of a presentation, motion picture, still photograph, film, video or any other content which appears to incorporate any idea or concept or include anything similar or identical to that contained in any User Content you or anyone else submits, that is purely coincidental and unavoidable.
You represent and warrant that the submission of your User Content is not subject to or under the jurisdiction of any guild or union collective bargaining agreement, and you further acknowledge that Go Go Brothers is not signatory to any such agreement. Notwithstanding anything to the contrary, you also understand and agree that Go Go Brothers shall not be obligated or responsible for providing any guild or residual payments in connection with the submission and exploitation of the User Content.
3. Posting Your Content
When you submit User Content you may also be asked to provide some information about You and Your submission. You agree to provide accurate, current, and complete information during the registration process, when contributing Your Content or when otherwise using the Site. You also agree that you will review, maintain, correct, and update such information in a timely manner to maintain its accuracy and completeness. You agree to safeguard your user name and password, and You authorize Go Go Brothers to accept any use of the Site through Your Account as being used by You or someone authorized to act for You. You agree to be liable for any conduct used through Your Account and for any transactions associated with Your Account. You agree that Go Go Brothers can rely upon the contact and other information that is supplied to Go Go Brothers using Your Account and that Go Go Brothers will rely upon such information. You agree and acknowledge that Your Account is non-transferable and non-assignable.
4. User Content Standards
You are solely responsible and liable for any and all of your communications and submissions tendered to the Site. User Content does not reflect the views of Go Go Brothers LLC, and neither Go Go Brothers LLC, nor any of its affiliates, whether currently active or thereafter acquired, represents or guarantees the truthfulness, accuracy, or reliability of any User Content, or endorses or supports any opinions expressed in any User Content. In no event shall Go Go Brothers LLC or its affiliates, whether currently active or thereafter acquired, have or be construed to have any responsibility or liability for or in connection with any User Content. If Go Go Brothers determines, in its sole discretion, You have not met the Age Requirements (as defined below) or if, in Go Go Brothers’ judgment, You or any User Content you submit violates this Content Submission Agreement, Go Go Brothers reserves the right, at any time, without notice and without limiting any and all other rights Go Go Brothers may have under this Content Submission Agreement, at law or in equity, to (a) refuse to allow You to submit further User Content, (b) remove and delete Your User Content, (c) revoke Your registration and right to use the Site and (d) use any technological, legal, operational, or other means available to enforce the terms of this Content Submission Agreement, including, without limitation, blocking specific IP addresses or deactivating Your registration, and access using Your e-mail address, Your user name and/or password.
Go Go Brothers makes no claim the Site or any User Content is appropriate for any particular purpose or audience, or that any video, software, or Go Go Brothers’ Content Submission features may be accessed, used, or downloaded outside of the United States, which may not be legal for certain persons or in certain countries and You do so at Your own risk. You are responsible for compliance with the laws of Your jurisdiction. The United States controls the export of products and information and You agree to comply with such restrictions and not to export or re-export any User Content including videos, information, software, materials, products, or services to countries or persons prohibited under the export control laws and regulations.
5. Prohibited Content
In addition to the prohibitions contained elsewhere, You agree not to post or submit to the Site any content or any other materials whatsoever that is:
infringing on a third party's rights, including any patent, trademark, trade secret, copyright, right of publicity, or other proprietary rights of any party;
untrue, misleading, harmful, threatening, abusive, harassing, tortious, defamatory, invasive to another person's privacy or protected data; o proprietary and confidential information for which You are not authorized to disclose;
a software virus or any other computer file, program, or code designed to interrupt, destroy,
or limit the functionality of any computer equipment; or
a robot, spider, scraper, or other automated means to access the Site or extract data or gather or use information, such as email addresses, available from the Site.
Go Go Brothers reserves the right to review any submitted User Content and to delete, remove, move, edit, or reject, without notice to You, any User Content that we deem, in Go Go Brothers’ sole discretion, to violate the prohibitions stated above or to be otherwise considered unacceptable by the Company for any reason or for no reason whatsoever. You acknowledge that Go Go Brothers shall have no obligation or liability to You for failure to post, exhibit, or
otherwise display in any particular manner. If Go Go Brothers receives notice of any claim of infringement that satisfies specific legal requirements, such as notice and takedown requirements under U.S. copyright law, we may remove
User Content associated with such claim. Go Go Brothers reserves the right to provide information to law enforcement officials, governmental agencies, and pursuant to judicial or regulatory compulsion, to protect their respective interests, the Site or to comply with legal, regulatory, audit, and compliance obligations.
You represent and warrant that You are at least 18 years old. If You are between the ages of 13 and 18, You are only permitted to submit Your Content with the supervision of Your parent or legal guardian, who agrees to be bound by the terms of this Content Submission Agreement.
7. Financial Consideration:
You hereby acknowledge that You are not entitled to and You will not receive any compensation or other consideration for Your User Content or any use made of Your User Content once submitted.
You will indemnify, defend, reimburse, and hold harmless Go Go Brothers and any future or current parent company, subsidiary, affiliate, division, officer, director, employee, contractor, and agent of Go Go Brothers, for, from, and against any and all liabilities, claims, and expenses of any type or nature, including, but not limited to, costs and attorneys’ fees, that arise from: (a) the exercise of the License set forth above; (b) Your use of the Site; (c) Your violation of the Content Submission Agreement; or (d) any claim that Your Content caused damage to a third party, including without limitation, claims that Your Content infringes the rights of a third party.
9. Disclaimers And Limitation Of Liability:
UNDER NO CIRCUMSTANCES WILL GO GO BROTHERS, OR ANY FUTURE OR HEREAFTER ACQUIRED PARENT COMPANY, SUBSIDIARY, AFFILIATE, DIVISION, OFFICER, DIRECTOR, EMPLOYEE, CONTRACTOR, OR AGENT OF GO GO BROTHERS, BE LIABLE FOR ANY DAMAGES OF ANY KIND OR NATURE WHATSOEVER, WHETHER DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR OTHERWISE (INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, LOST BUSINESS, LOST REVENUES, OR LOSS OF ANTICIPATED PROFITS OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) THAT RESULTS FROM THE USE OF YOUR CONTENT, THE LICENSE, OR THE INABILITY TO USE THE SITE OR FROM ANY INFORMATION PROVIDED AT THE SITE, INCLUDING YOUR CONTENT. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF GO GO BROTHERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE USER CONTENT SUBMISSION FEATURES ARE PROVIDED “AS IS” WITH NO WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED, AND YOUR USE OF THE USER
CONTENT SUBMISSION FEATURES IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR YOUR USER CONTENT, THE REPRESENTATIONS AND OBLIGATIONS UNDER THIS SUBMISSION AGREEMENT AND FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING FROM YOUR USE OF THE
SITE OR USER CONTENT SUBMISSION FEATURES. THIS SITE AND USER CONTENT SUBMISSION FEATURES ARE MAINTAINED ON SERVERS IN THE UNITED STATES INTENDED FOR USERS AND USE OF THE USER
CONTENT SUBMISSION FEATURES THAT ARE NOT RESTRICTED OR PROHIBITED BY LAW OR REGULATION.
10. Jurisdiction and Venue:
This Content Submission Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to or application of choice of law rules or principles. You expressly consent to the personal and exclusive jurisdiction and venue of the state and federal courts located in Orange County, Florida for any claim or action arising out of or relating to this Content Submission Agreement or Your submission of content. You agree that: the submission of content shall be deemed to be solely based in the State of Florida; the Company website shall be
deemed a passive website that does not give rise to personal jurisdiction over Company, either specific or general, in jurisdictions other than the State of Florida; and ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SUBMISSION OF CONTENT MUST COMMENCE WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES.
11. Entire Agreement:
invalid or unenforceable, all other provisions thereof will remain in full force and effect.
You may not assign any of Your rights or obligations under this Agreement without Company’s express prior written consent. Company may assign its rights or assign or delegate any of its obligations under these Terms without restriction.
Upon termination of this Content Submission Agreement, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to, sections 2, 8, 9, and 10.
The failure of Go Go Brothers to exercise or enforce any right or provision of the Content Submission Agreement will not constitute a waiver of such right or provision. Any waiver of any provision of the Content Submission Agreement will be effective only if in writing and signed by a duly authorized representative of Go Go Brothers
duly authorized representative of Go Go Brothers.