This Agreement was last modified on 22 April 2021 (the Effective Date).
The following shall constitute an Agreement effective from the date (“Acceptance Date”) on which you submitted the Content (as defined below) and thereby accepted the Terms of this Agreement.
These terms and conditions govern the contractual relationship between Vloggi Pty Ltd of Sydney, NSW, Australia, its successors, affiliates, licensees (“Vloggi” , “Licensee” “us” or “we”)
you (“Licensor” or “you” ) in relation to the grant of rights being provided by you in relation to the Content.
1.1 Except to the extent expressly provided otherwise, in this Agreement:
2.1 You are uploading and/or submitting certain textual content to the Project Owner (the “Content”) via the Vloggi Platform. By uploading and/or submitting the Content to the Platform, such Content shall become the property of the Project Owner and/or Vloggi. By clicking the consent button on the Vloggi Uploader or App, you accept the terms set out in this Content Assignment Agreement and hereby irrevocably assign to the Project Owner and/or Vloggi absolutely and with full title guarantee, all intellectual property rights and interest and all other rights in and to the Content (regardless of the format in which such Content is submitted). Furthermore, you hereby confirm and agree that from the Acceptance Date these terms and conditions and those further specified in the User Terms.
2.2 The Project Owner and/or Vloggi shall be entitled to exploit the Content in any manner or context, throughout the world, on any and all media whether now known or hereafter invented and in perpetuity.
2.3 You also confirm that you are the sole rights holder of the Content, you are over 18 years old and any third party or person who is featured in the Content has agreed to such terms and conditions.
2.4 You hereby irrevocably assign to The Project Owner and/or Vloggi absolutely and with full title guarantee, all intellectual property rights and interest in and to the Content (including, without limitation, the title thereof, any people featured, performances, characters, names, trademarks, logos, animation, audio (including but not limited to music, sound recordings and sound effects) and any other rights or elements which make up, are depicted or appear in, or which are associated with the Content and the file(s) submitted to The Project Owner and/or Vloggi (regardless of the format). Such rights granted shall include the right to bring, make, oppose, defend, appeal, proceedings, claims or actions and obtain relief (and to retain any damages recovered) in respect of any infringement, or any other cause of action arising from ownership of any of the rights in and to the Content whether occurring before, on, or after the Acceptance Date. You hereby confirm that from the Acceptance Date, The Project Owner and/or Vloggi shall be entitled to exploit the Content (and authorise and grant other parties the right to exploit the Content) in any way or manner and for any purpose The Project Owner and/or Vloggi see fit, including (but not limited to) any form of commercial, promotion or marketing capacity, on any and all media whether now known or hereafter invented, throughout the world and in perpetuity.
2.5 You furthermore, grant The Project Owner and/or Vloggi (and/or any other third parties we authorise to use the Content) the full right to use, edit and modify the Content in any manner and without any limitations. You hereby grant to The Project Owner and/or Vloggi the right to publicly issue details relating to the Content and/or any other information relating to you and/or the Content (including but not limited to your name, video, likeness or other details about you). You confirm that you have procured any and all such rights from any third parties in order for the foregoing to apply to any persons or subjects featured in the Content.
3.1 The Contributor will be identified as the original creator of the Content uploaded to the Platform
3.2 The Contributor will be credited as a co-creator of the Montage produced by the Project Owner in the Platform
3.3 The Contributor agrees to provide a name that matches their copyright claim
3.4 The Contributor agrees to share copyright over the Content uploaded to the Platform with the Project Owner and Vloggi
3.5 Project Owners are able to post specific contest rules, requirements or clarify user-generated content rights, via additional Terms & Conditions as part of the Project Brief. These supersede Vloggi’s terms and are solely the responsibility of the Project Owner.
3.6 Contributors assign all Intellectual Property Rights for the Content by consenting to the Content Assignment Agreement
3.7 Vloggi will maintain a log of all Contributor names and adherence timestamps to the Content Assignment Agreement and provide at any time to Project Owners
3.8 You authorize us to assign or sublicense any of the rights granted hereunder to any other third parties without any further payment to you.
4.1 This Agreement shall come into force upon the Acceptance Date.
4.2 This Agreement shall continue in force indefinitely
5.1 You shall fully indemnify, defend and hold harmless the Project Owner and/or Vloggi (and any third parties authorised by Vloggi using or exploiting the Content), their respective officers, employees, successors, licensees and permitted assigns from and against:
(a) any costs, claim, demand, action, damages, loss and/or expense arising from actions brought by any third parties arising from any breach of any of the representations, warranties or agreements made by you;
(b) 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 of the Content as authorised herein. You agree and understand that the Project Owner and/or Vloggi is relying on the representations made by you and any breach of the terms and/or warranties set out herein would cause the Project Owner and/or Vloggi injury and damage that cannot be adequately compensated by damages in an action at law and you expressly agree that, without limiting our remedies, the Project Owner and/or Vloggi shall be entitled to injunctive and other equitable relief.
5.2 You irrevocably release Vloggi, its subsidiaries, affiliates, successors, licensees and assigns from any claim of any nature in connection with their use of the Content by Project Owners. You shall further fully indemnify and keep Vloggi fully indemnified against any costs, claim, demand, action, damages, loss and/or expense (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest penalties, legal costs and any other reasonable costs and expenses suffered or incurred by Vloggi) arising directly or indirectly from any breach or non-performance by you of this Agreement and you shall pay all such costs, claim, demand, action, damages, loss and/or expense forthwith on demand by Vloggi. At the request of Vloggi and at your own expense, you shall provide all reasonable assistance to enable Vloggi to resist any claim, action or proceedings brought against Vloggi as a consequence of any breach of this Agreement. Such indemnity shall apply whether or not Vloggi has been negligent or at fault.
5.3 You agree that the foregoing shall apply to you and to any persons featured within the Content and you have obtained required permissions from such persons in order to grant such rights to us.
7.1 If the Contributor makes the video content available to a Project Owner in response to a contest, the relationship is between the Contributor and Project Owner.
7.2 The Producer is responsible for delivery of non-cash incentives, such as prizes or complementary product
7.3 The Producer is responsible for ensuring the contest is legal within its jurisdiction
7.4 5. By submitting the Content to the Project Owner and/or Vloggi and assigning the rights of such Content to the Project Owner and/or Vloggi in accordance with the terms and conditions set out herein, if your content is selected by the Project Owner and/or Vloggi, you may be eligible to receive a non-cash recompense at the discretion of the Project Owner and defined in the Project Brief. Some Projects may offer no prize and, as such, you are contributing Content willingly without expectation of recompense. You hereby acknowledge the foregoing to be of good and valid consideration for all rights granted hereunder.
7.5 Should you not receive any prize offered by the Project Owner, you should contact the Project Owner directly. Vloggi shall not be liable for any late or non payment. You understand and agree that all the Terms set out in this Agreement and your assignment of all rights in and to the Content shall remain in full force and effect regardless of whether the prize is paid. The Project Owner and/or shall not be obliged to use the Content and in the event that the Content is not used, the Project Owner shall not be required to pay you the prize, however the assignment of rights set out herein shall remain valid and binding in consideration of the opportunity provided to you.
8.1 You agree not to make any disclosures or supply any information to any third party relating to any matters arising under this Agreement, save with the prior written consent of Vloggi. You further agree not to give any person any interview or make, give or release any statement for publication by any means or medium relating to the Content without Vloggi’s prior written consent.
8.1 This Agreement shall be governed by and construed in accordance with the law of New South Wales, Australia and the parties hereby agree that the courts of NSW shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.
9.1 The Contributor warrants to Vloggi that:
9.2 The Contributor acknowledges the following Content storage rules
9.3 The Project Owner is responsible for moderation of Content contributed to its Projects
9.4 Vloggi shall remove any Content in breach of of these Content rules with 48 hours of being notified by a Project Owner
9.5 Vloggi reserves the right to edit or delete any comments submitted to the Platform without notice.
This policy is subject to change at anytime.
10.1 By accepting these Terms, you agree to be bound by the Terms set out under this Agreement.
11.1 Nothing in this Agreement will:
(a) limit or exclude any liability for death or personal injury resulting from negligence;
(b) limit or exclude any liability for fraud or fraudulent misrepresentation;
(c) limit any liabilities in any way that is not permitted under applicable law; or
(d) exclude any liabilities that may not be excluded under applicable law