Content License Agreement

Content License Agreement

In consideration of Alternative Food Network Inc. (“AFN”) permitting users (“you”) to submit their video content or video content links (“User Content”) to the AFN website (the “Site”) and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, you hereby acknowledge and agree that upon submission of the User Content, you shall be bound by this Content License Agreement (the “Agreement”) and by the AFN Terms of Use and Privacy Policy.

1. The AFN website (the “Site”) allows people to share their videos, otherwise referred to here as User Content, through the Site with other users.

2. In order for us to make the User Content available through the Site, we need the right to make use of such User Content in accordance with and subject to this Agreement.

3. Grant of Non-Exclusive License: By contributing User Content to the Site, you automatically grant to AFN an irrevocable and perpetual, non-exclusive, transferable, fully-paid, royalty-free, worldwide license, by ourselves or with others, to use, exhibit, copy, distribute, publicly perform, publicly display, advertise, print, publish, republish, excerpt (in whole or in part), reformat, translate, modify, edit, incorporate into other works and otherwise exploit, the User Content and any works derived from that User Content, in any form of media, in all languages, whether now known or hereafter devised and to license, sublicense or permit others to do so.

4. General Release: Participants in the User Content irrevocably grant AFN the perpetual, royalty-free and worldwide right in any and all manner and media, to use their name, voice, likeness, image, photograph, biographical material, logos, marks or trade names, or other information provided, including without limitation the right to publicly display, perform, distribute and reproduce the User Content in connection with the Site, any derivative works, and in any advertising or publicity.

5. Intellectual Property Rights Ownership: You exclusively own all intellectual property rights including but not limited to copyright and all underlying rights to story, concept and characters in your User Content, or you have all the necessary rights, licenses, clearances and consents needed from third parties in order for you to submit your User Content. You must not upload or contribute any User Content not originally created by you or any User Content which is not properly licensed to you by the owner for uploading or contributing. You acknowledge that there will not be any other rights to be cleared or any payments required to be made by AFN as a result of any use of the User Content pursuant to the rights and licenses granted herein.  It is expressly understood that AFN has not assumed any obligations under any contracts entered into by you.

6. You will not submit User Content that:

a. is known to be false, inaccurate or misleading;
b. that infringes any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
c. is, or may reasonably considered to be abusive, illegal, defamatory, libelous, indecent, hateful, racially or religiously biased or offensive, slanderous, obscene, pornographic, sexually explicit or unlawfully threatening or unlawfully harassing;
d. that is or contains advertising, promotional material or promotes a product, service or other commercial activity;
e. that includes any information that references other websites or personally identifiable information (e.g. first and last name, addresses, email addresses, contact information or phone numbers); or
f. that contains any visible logos, phrases or trademarks that belong to third parties.

6. You will not submit User Content that:

a. is known to be false, inaccurate or misleading;
b. that infringes any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
c. is, or may reasonably considered to be abusive, illegal, defamatory, libelous, indecent, hateful, racially or religiously biased or offensive, slanderous, obscene, pornographic, sexually explicit or unlawfully threatening or unlawfully harassing;
d. that is or contains advertising, promotional material or promotes a product, service or other commercial activity;
e. that includes any information that references other websites or personally identifiable information (e.g. first and last name, addresses, email addresses, contact information or phone numbers); or
f. that contains any visible logos, phrases or trademarks that belong to third parties.

7. AFN reserves the right, but has no obligation, to take any legally available action that we deem appropriate, including without limitation, editing, removing, deleting or taking down your User Content at any time without notice for any reason whatsoever. However, AFN is not responsible or liable for the conduct or content of any user.

8. If anyone contributes to your User Content or has any rights to your User Content, or if anyone appears in the User Content, you must also have their permission to submit such User Content. (For example, if someone has taken a video of you and your friend, and you submit the video as your User Content, then you must obtain your friend’s and the photographer’s permission to do so). We may require proof at any time of the permissions in a form acceptable to us. Failure to provide such proof may lead to, among other things, such User Content being removed from the Site.

9. You agree that the User Content will be treated as non-confidential.

10. You acknowledge that the Internet and mobile communications may be subject to breaches of security and that you are aware that submissions of User Content may not be secure.

11. Nothing herein shall obligate AFN to evaluate or review the User Content.

12. Other persons may have submitted to AFN or made public material that is similar to the User Content submitted by you. AFN shall have the right to use this similar material and shall be under no obligation to you with respect to the User Content submitted.

13. You agree to retain an original copy of the User Content that you submit to AFN and you fully release and discharge AFN from any liability in connection with any loss or damage caused by the User Content.

14. You hereby represent and warrant that you have the full and complete authority to grant the rights herein and that YOU ARE THE AGE OF MAJORITY IN YOUR JURISDICTION OF RESIDENCE.

15. You agree to release, defend, indemnify and hold harmless AFN, its successors, assigns, licensees and subdistributors, and the directors, officers, employees, representatives and agents of the foregoing, from and against any and all claims, actions, proceedings, liability, debts, judgments, costs, injuries, losses and damages in law or in equity which may result directly or indirectly from (i) a breach or claim of breach of any of the agreements, warranties and representations herein contained, and/or (ii) any claims respecting slander, libel, defamation, invasion of privacy or right of publicity, infringement of copyright or trademark or violations of any other rights arising out of or relating to any use by AFN of the rights granted herein.

16. Your sharing of the User Content will be deemed express acceptance and compliance with this Agreement.

17. AFN shall be deemed to include any and all affiliated and related companies of AFN and the directors, officers, employees, agents and contractors thereof.

18. This Agreement represents the entire understanding between AFN and you and cannot be modified or waived in any way, unless otherwise stated by written agreement signed by both you and an authorized signatory of AFN.  The invalidity of any provisions of this Agreement shall not affect the validity of any remaining provisions, which shall be deemed to be in full force and effect. Your agreement shall also be deemed to confirm the agreement of any other entity or person for whom you are authorized and who has any interest or ownership in the User Content.

19. This Agreement shall be governed and construed in accordance with the laws of the Province of Ontario and the federal law of Canada applicable herein and the parties hereto expressly attorn to the exclusive jurisdiction of the courts of the Province of Ontario.