PLEASE READ THIS AGREEMENT CAREFULLY BEFORE SUBMITTING CONTENT. THIS AGREEMENT INCLUDES IMPORTANT TERMS REGARDING YOUR INTELLECTUAL PROPERTY RIGHTS IN YOUR CONTENT SUBMITTED TO THE WEBSITE; GRANTS CERTAIN RIGHTS AND RELEASES; AND MAKES CERTAIN REPRESENTATIONS, WARRANTIES, AND INDEMNITIES REGARDING THE CONTENT YOU SUBMIT.
This Content Submission License and Release Agreement (“Agreement”) is a legal contract between you (“Creator” or “you” or “your”) and Audio Chuck LLC (“Audio Chuck”). By clicking below on the checkbox and on the “Submit” button and submitting any art, drawings, graphics, pictures, photographs, text, songs, music, lyrics, audio and/or video content, software, or other material or content or combinations thereof (collectively, “Content”) through our https://crimejunkiepodcast.
In consideration of Creator submitting Content, and, in consideration of Audio Chuck allowing Creator to submit the Content, Audio Chuck’s considering using the Content, for Audio Chuck considering giving attribution to Creator, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by both parties, Creator and Audio Chuck agree as follows:
1. License. Creator agrees to and does hereby grants to Audio Chuck a nonexclusive, royalty-free, worldwide, transferrable, sublicensable, perpetual, and irrevocable right and license to reproduce, distribute, publicly display, edit, adapt, translate, summarize, abstract, perform, modify, , and otherwise exploit the Content (or to refrain therefrom) (including specifically the right to create and exploit derivatives of the Content and incorporating the Content into other works), by any means, in any media or formats, now known or hereafter developed including, without limitation, online, digitally, print, audio, visual and audio-visual, merchandising, commercially (including, but not limited to, use in respect of consumer products and services such as apps, books, games etc.), and advertising, marketing and promotion of any of the foregoing, and to sublicense or authorize others to do any or all of the foregoing as Audio Chuck determines in its sole discretion (collectively, the “Licensed Rights”), without any further notice, consideration, or approvals due or owing to Creator. Accordingly, Creator acknowledges and agrees that Audio Chuck shall have the benefits of all proceeds (pecuniary or otherwise) from the exploitation of the Content in accordance with the forgoing grant of rights. Creator hereby waives, unconditionally and irrevocably, all moral rights (and broadly equivalent rights) arising and to arise in the future in the Content to which Creator may be entitled pursuant to any state, federal or foreign law from time to time in force anywhere in the universe.
2. Right to Use. Creator further grants to Audio Chuck the right to use Creator’s name, image, and likeness (including, but not limited to any avatars or aliases Creator uses) on and in connection with the Content and the Website, including without limitation use in the exhibition, broadcast, distribution, advertising or promotion of the Content and the Website. Audio Chuck will have no obligation to publish, use or retain any Content Creator submits or to return any such Content to Creator and may remove any Content from the Site at any time in its sole discretion for any reason or for no reason. Content submitted to Audio Chuck will not be returned.
3. No Right to Audio Chuck Content. Creator acknowledges and agrees that nothing contained herein shall grant Creator any right, title, or interest in or to any art, drawings, graphics, pictures, photographs, text, songs, music, lyrics, audio and/or video content, software, or other material or content or combinations thereof that is (i) created by or on behalf of Audio Chuck, (ii) used by Audio Chuck in connection with its products and services, or (iii) otherwise licensed or controlled by Audio Chuck (together, the “AC Content”). Nothing contained herein grants Creator any right to use, distribute, commercialize, or otherwise exploit any AC Content, even if such AC Content is incorporated into the Content submitted hereunder. As between the parties, Audio Chuck retains all rights in and to the AC Content and any derivatives of the AC Content.
4. Attribution. Unless Creator requests in writing that Audio Chuck does not, Audio Chuck may, in its sole discretion, give Creator credit (e.g., mention your name, website link, bio, or the like) for the Content Creator submits which Audio Chuck uses. Notwithstanding the foregoing, Audio Chuck shall not be required to keep Creator’s identity confidential and may disclose Creator’s identity to any person or entity as Audio Chuck deems fit.
5. Further Cooperation. Creator agrees to execute all documents and to take all reasonable actions necessary to effect the grant of the Licensed Rights and other rights granted to Audio Chuck herein, and for any legitimate purpose related thereto in the future. Creator further authorizes and grants an irrevocable, perpetual, limited power of attorney, being coupled with an interest, to the then-current president or CEO, and any manager or officer of Audio Chuck (or that of its successor or assign) and to Audio Chuck’s legal counsel, and the designees of each of the foregoing, to execute on Creator’s behalf any documents necessary to evidence the rights granted herein without further consideration or notice to Creator.
6. Representations and Warranties; Indemnity. Creator warrants and represents that (a) Creator is at least 18 years of age and has the right and authority to enter into this Agreement and grant all rights granted and make all agreements made by Creator herein, (b) any and all materials and elements incorporated into the Content are wholly original with Creator and Audio Chuck’s exploitation of the Content does not and will not infringe or violate any right whatsoever, including, without limitation, any personal rights (e.g., defamation, publicity, privacy, false light, moral right, etc.) or any property rights (e.g., copyright, trademark, right to ideas, etc.) of any person or entity or violate any other applicable law, and (c) Creator has not made and will not make any grant, assignment, commitment or do or permit any act which will or might interfere with, impair, or adversely affect the full and complete enjoyment and exercise of Audio Chuck’s rights and privileges in and to the Content or that is inconsistent with the terms of this Agreement. Creator agrees to indemnify, defend, and hold harmless Audio Chuck, its parents, affiliates, subsidiaries, licensees, distributors, successors and assigns, and their respective officers, directors, shareholders, agents, employees, representatives and associates (collectively, the “Indemnitees”), from and against any and all third party claims, suits, actions, judgments, demands or other proceedings brought against any of them, resulting in damages, liabilities, losses, costs, fees and expenses, including, without limitation attorneys’ fees and costs related to, arising from, or in connection with Creator’s breach of this Agreement and/or the exploitation of the Content.
7. Release. Creator, on behalf of himself/herself, his/her heirs, executor, or anyone entitled to act on his/her behalf, hereby fully and forever releases and discharges Audio Chuck and/or its affiliates, licensees, designees, successors and/or assigns, or any other party that distributes, exhibits, advertises, promotes or otherwise exploits the Content (collectively, the “Releasees”) from all liabilities, claims, demands, losses, or damages including, without limitation, reasonable attorneys’ fees and costs of any kind directly or indirectly arising out of or in connection with the subject matter of this Agreement including, without limitation, if caused in whole or in part by Audio Chuck, any of the Releasees, a third party (collectively, the “Released Claims”).
8. Covenant Not To Sue. By executing this Agreement Creator on behalf of himself/herself, his/her heirs, executor, or anyone entitled to act on his/her behalf, agree never to commence, prosecute, or cause to be commenced or prosecuted any claim, lawsuit, court action or other legal proceeding or demand against any of the Releasees, nor join or assist in the prosecution of any claim for money or other damages which anyone may have in connection with the Released Claims, and Creator waives any right he/she may have to do so. This means that neither Creator nor his/her heirs, executor, or anyone entitled to act on his/her behalf can sue to hold any of the Releasees responsible for any of the Released Claims, even if it is due to the negligence, act, omission or other fault of any of the Releasees. You acknowledge that Audio Chuck may have access to, or may independently create content and material similar or identical to, the Content Creator submits, and Creator agrees that Creator will not be entitled to any compensation by reason of the use by Audio Chuck of such similar or identical material, and, Creator hereby releases Audio Chuck from any past, present, or future claims of infringement of intellectual property rights or any other cause of action related thereto.
9. No Rescission; No Injunctive Relief. Notwithstanding any other provision of this Agreement, in the event of any breach by Audio Chuck of this Agreement or in any dispute relating to the Content, Creator acknowledges and agrees that his/her rights will be limited to the sole and exclusive remedy to bring an action at law for actual direct monetary damages, if any, suffered by Creator, and in no event nor for any reason (including, but not limited to, breach by Audio Chuck) shall Creator be entitled to rescind and/or terminate this Agreement or to seek or receive injunctive or other equitable relief against Audio Chuck or any of the Indemnitees or the Releasees to stop, prohibit, interfere with, or otherwise adversely affect the production, distribution, advertising or other exploitation of the Content or any audio or audio-visual program that embodies the Content. Creator agrees to and does hereby forever waive Creator’s right to seek and/or recover indirect, special, consequential, or punitive damages in the event Audio Chuck breaches this Agreement.
10. No Obligation to Use. Notwithstanding any provision of this Agreement, Audio Chuck shall have no obligation to utilize the Content, or any portion thereof, to exercise any of the rights granted to Audio Chuck hereunder, or exploit the Content, or to continue exploitation if commenced.
11. General. This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana without giving effect to conflict of laws principles. Any dispute arising out of or related to this Agreement shall be submitted to final, binding and confidential arbitration before a retired Indiana judge or retired federal court judge with experience in matters involving the entertainment industry from JAMS in Indianapolis, Indiana. This Agreement constitutes the entire agreement between Creator and Audio Chuck with respect to the subject matter hereof, and supersedes all prior or contemporaneous oral or written agreements, discussions and/or undertakings by and between Creator and Audio Chuck with respect to such subject matter. If any provision of this Agreement (or portion thereof) is, for any reason, determined to be invalid, overbroad or unenforceable, the provision will be deemed severed from this Agreement and the remaining provisions will nevertheless be valid, enforceable and of full force and effect. Creator acknowledges and agrees that Audio Chuck may freely assign, transfer, or convey this Agreement and any and all of its rights and obligations hereunder. This Agreement shall be binding upon and inure to the benefit of Audio Chuck and its successors, licensees, and assigns. This Agreement may not be modified unless in writing and signed by Audio Chuck and Creator.