Submission Terms
1. By agreeing to this Agreement and submitting your video, or other visual or audio data (collectively, "Content") to www.seemie.com, you are granting Atlantix Media Networks Inc., a Nevada based Corporation and its successors, assigns, and licensees and parent, subsidiary and other affiliated entities ("Seemie!"), an option to elect to either (a) purchase all right, title and interest in and to the Content ("Purchase"); or (b) receive a non-exclusive, fully-paid, world-wide, royalty-free license ("License") to publicly display, publicly perform, distribute, and reproduce your Content, portions or derivative works thereof in any manner and in any medium, including, without limitation, through physical copies such as still photos, videos, and CDs, on merchandise such as T-shirts, posters and assorted paraphernalia, by television by any means, on or via the Internet, including, without limitation, the World Wide Web, and any other two-way transmission control protocol / internet protocol (TCP/IP) based distribution network or similar networks or technologies now known or hereafter to become known, including, but not limited to, delivery via such a network to personal computers, hand-held devices, and television set-top boxes through telephone or cable lines, or wirelessly through broadband, satellite, cellular or terrestrial broadcast networks and other similar networks or technologies whether now existing or hereafter developed. You understand that the Purchase gives to Seemie!, at a minimum, all of the rights granted by the License. 2. You agree that no obligation of any kind is assumed by or may be implied against Seemie! because of Seemie!'s receipt or potential or actual review of the Content or any discussions or negotiations you may have with Seemie!.
2. You represent and warrant that you have the legal right and authority to grant the option to Seemie!, and to either sell or license the Content to Seemie! as provided above. If you are under the age of eighteen (18), you must have your parent or legal guardian add your Content on your behalf.
3. You represent and warrant that the submission of the Content to Seemie!, the review of the Content by Seemie!, the rights granted to Seemie! under this Agreement, including the public display, public performance, distribution, and reproduction of your Content or portions or derivative works thereof, will not violate or infringe upon the copyright, literary, privacy, publicity, trademark, service mark or any other personal, contractual or property right of any person or entity and that your Content will not constitute a libel or defamation of any third party. You also represent that you are the sole owner of the Content and all rights therein, and that it is original to you.
4. You represent and warrant that you have paid and will pay in full all license fees, clearance fees, and other obligations, of any kind, arising from any use or commercial exploitation of the Content, including, without limitation:
5. The content of your Content must not be obscene, pornographic, invade privacy rights or in any other way violate applicable laws and regulations. In the event of the exploitation of images of individuals under the age of eighteen (18), you have the legally required consent of such individuals' parents or guardians to do so.
6. You represent that the Content contains no virus or other code or material that will, upon the occurrence of an event, the passage of time, or otherwise, delete or 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.
7. You have read and agree to abide by the terms of Seemie!'s TERMS OF SERVICE as posted on Seemie!'s websites and as updated from time to time.
8. You agree to indemnify and hold harmless Seemie!, its respective officers, directors, shareholders, employees, accountants, attorneys, agents, affiliates, subsidiaries, successors and assigns from and against any and all third party claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses, arising out of or related to any breach by you of this Agreement, including a breach of any representations and warranties made by you in this Agreement. You agree to cooperate fully with Seemie! in the defense or settlement of any claim arising from your breach or alleged breach of any provision of this Agreement.
9. All right, title and interest not expressly granted by Seemie! are expressly reserved by Seemie!.
10. Seemie! SHALL NOT BE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR PUNITIVE DAMAGES ARISING OUT OF OR CONNECTED WITH THE SUBJECT MATTER OF THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, Seemie! MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR OTHERWISE WHICH WOULD EXTEND BEYOND THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT. IN NO EVENT SHALL Seemie!'S AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR ANY CLAIM EXCEED THE AMOUNT OF MONEY YOU PAID TO Seemie!.
11. You acknowledge that you have not relied on any statement, representation or promise of Seemie! except as expressly stated in this Agreement.
12. If you do not accept and agree with any provision or paragraph of the Agreement, do not submit the Content to Seemie!, because any submission of the Content to Seemie! constitutes your full and complete acceptance of this Agreement. You agree to keep all records relating to your submission of Content and keep a copy of this Agreement for your records. Seemie! reserves the right, at its sole discretion, to deliver notices and disclosures to you by electronic and other means such as postal mail.
13. You acknowledge that you are submitting the Content voluntarily and not in confidence or in trust, and that your submission of the Content does not create any confidential or fiduciary relationship between you and Seemie!. Any part of the Content which any member of the public could freely use may be used by Seemie! without liability to you or any other entity claiming rights from or through you.
14. You believe the Content and its features are unique and novel. You acknowledge, however, that because of Seemie!'s position in the interactive online entertainment industry, other persons, including Seemie!'s employees, may have submitted to Seemie! or to others, or may have made public, or may hereafter create, submit to Seemie! or make public, similar or identical material that Seemie! may have the right to use. You understand and agree that Seemie!'s use of material similar to or identical with the Content or containing features or elements similar to or identical with those contained in the Content will not obligate Seemie! to negotiate with you, nor will it entitle you to any compensation of any kind if Seemie! determines that it has an independent legal right to use such other material (for example and without limitation, because such features or elements were not new or novel, or were not originated by you, or were or may hereafter be independently created by or submitted to Seemie!). Seemie!'s determination concerning such independent legal rights is subject to the arbitration provisions below.
15. You agree that Seemie! will not be obligated to return the content to you. You have retained a copy of the Content, and you release Seemie! from any and all liability for loss of or damage to the copy of the Content you have submitted to it.
16. The rights and obligations under this Agreement, including without limitation the option to Purchase or License the Content, as well as the Licenses granted by you to Seemie!, are assignable by Seemie! in its sole discretion. You may not assign your rights and obligations under this Agreement without the prior written consent of Seemie!, which consent may be granted or withheld in Seemie!'s sole discretion. Any assignment in violation of the preceding sentence shall be void.
17. You agree that any controversy arising out of or in connection with any alleged wrongful use of the Content, or a dispute with reference to this Agreement, its validity, or effect will be governed by the laws of the state of Nevada. Any controversy arising out of or in connection with any alleged wrongful use of the Content or a dispute regarding this Agreement, or its validity or effect, will be conclusively determined by arbitration in the State of Nevada; provided, however, that such arbitration will be held before a single arbitrator selected by the parties, which arbitrator must be well acquainted with the digital entertainment Internet industry. You agree that any proceeding that you may choose to bring against Seemie! will be initiated within six (6) months after the date of Seemie!'s first use of any material that you claim to be yours. You and Seemie! each waive any and all rights and benefits which you or we might otherwise have or be entitled to litigate any such dispute in court, because it is your and Seemie!'s intention to arbitrate all such disputes according to the provisions hereof. The arbitrator's decision will be controlled by all the terms of this Agreement. Any such decision and accompanying award will provide for each party, respectively, to bear its own costs of arbitration and attorneys' fees. The pendency of an arbitration, the proceedings, any evidence or other material, and any award shall be maintained and remain confidential, except that an award may be confirmed by a court of competent jurisdiction if it has not been fully satisfied within 14 days of its issuance.
18. You have read and understand this Agreement, and you acknowledge that no oral representations of any kind have been made by Seemie! and that this Agreement states the entire understanding between you and Seemie!. Any modification or waiver hereunder must be in writing, affirmed by the party to be bound. The invalidity of any provision hereof will not affect the remaining provisions.