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Contributor Agreement

Home  >  Contributor Agreement


1) Parties and Definitions



> The following Contributor Agreement (or "Agreement") constitutes an agreement between you ("you" or "Contributor") and April Broadcast Pvt. Ltd. ("April"), operator of www.aprilbroadcast.com (the "Site"). In order to submit video, motion picture footage, music, sound effects, photographs, media project files and/or other audio, audiovisual, or visual works (collectively, "Content") for licensing, you must read and agree to the terms of this Agreement. Following the text of this Agreement, you will be prompted to actively agree to the terms herein, after which this Agreement will remain in full force and effect until terminated in accordance with its terms.

> This Agreement is in addition to the April Terms of Use and the April's Royalty Free License Agreement, as well as any additional agreements that may be incorporated therein, all of which you acknowledge that you have read, and understand, and in the case of the Terms of Use, accept. In the event of any inconsistency between this Agreement and its incorporated agreements, the terms of this Agreement shall govern.

> Please read this Agreement carefully. This Agreement limits April's liability and may substantively affect your rights. We encourage you to print a copy of this Agreement for your records.


2) Offer of License by Submission



> By submitting Content to April, you are offering April a worldwide, non-exclusive license to the Content pursuant to the terms of this Agreement. If April accepts your offer, April will obtain a non-exclusive license to the accepted Content; however, you will retain full ownership of your Content, and no copyright or title will be transferred. For purposes of clarity, you will retain all right, title, and interest in all Content except to the extent you have granted these rights to April under this Agreement for the purpose of distributing, marketing, and licensing the Content accepted by April.

> You acknowledge and accept that April has the right but not the obligation to sublicense your submitted Content to end users ("Sub-Licensees") under the terms of the April's Royalty Free License Agreement and any other such agreement as you may have authorized April to use, and that Sub-Licensees may make broad use of licensed Content and are under no obligation to inform you or April of any usage thereof. Further, you waive (or have procured a valid and enforceable waiver of) the following "moral rights" relating to the Content: (i) the right to be identified as the author of the Content; and (ii) the right to object to the modification of any Content.

> You acknowledge and agree that you will be responsible for each and every access to the Site that occurs in conjunction with your member name and corresponding password, including access via FTP, API, or other non-web based modalities, and that April is authorized to accept your member name and password as conclusive evidence that you wish to upload Content pursuant to this Agreement. April shall have no liability or responsibility to monitor the provision of Content under your member name and password.


3) Submissions Process



> Once you have agreed to the terms of this Agreement and provided all information as required by April, you may upload or mail in Content to the Site in accordance with the Contributor guidelines provided by April. You must then tag your Content and submit it to April curatorial staff for review.

> April has the right but not the obligation to accept or refuse any offered Content at its discretion for any reason, and will notify you of its decision via the Site or by email. In the event that April refuses your submission, your offer of license will terminate, and April will obtain no rights in the refused Content. In the event that April accepts your submission, the license granted hereunder will become effective.

> April reserves the right to delete, move, refuse to accept or edit any communication or Content that April may determine, in its sole discretion, violates or may violate this Agreement, the law, the intellectual, proprietary rights or any other rights of others, or any of April's policies. You hereby agree to forfeit any fees payable in respect of such violating or illegal Content to April or as it may direct. April shall have the right but not the obligation to correct any errors or omissions in any Content, as it may determine in its sole discretion. You acknowledge that any screening of Content performed by April to determine accepted Content is done as a courtesy only, and April shall have no liability therefore. You acknowledge that April is not providing legal advice to you.


4) Scope of License



> The license granted hereunder shall permit April to sublicense the Content to Sub-Licensees under the terms of April's Royalty Free License Agreement and any other such agreement as you may from time to time authorize April to use. You acknowledge that April is not responsible for the compliance by purchasers and licensees of the terms of the License Agreement and you acknowledge and agree to the possibility of Content being used in a manner that is not contemplated in this Agreement or the Royalty Free License. You also agree that, notwithstanding any rights you may have to pursue the licensees of such Content at law, April shall have no liability to you or any person claiming through you for any breach by a licensee of the terms of any agreement respecting the accepted Content. In addition, you acknowledge that April may grant sublicenses throughout the term of this Agreement, and that the terms of such sublicenses are perpetual.

> The license granted hereunder shall further permit April to utilize the Content for purposes of advertising, marketing and promoting the Site ("Promotional Uses"), including but not limited to use of the Content and derivative works thereof on the Site. Such Promotional Uses shall not entitle you to any compensation nor create any additional relationship or responsibilities between you and April.

> The license granted hereunder shall further permit April to edit, resize, resample, convert, color correct, crop or otherwise composite the Content, for purposes of sub-licensing such Content to Sub-Licensees under the terms of this Contributor Agreement.

> You give April the right to use your name and biographical information in connection with the promotion, marketing or advertising of your Content, you, or April. April will use reasonable efforts to identify you as the creator of the Content, and will advise, but not obligate Sub-licensees to credit you when in the Sub-licensee's judgment doing so is appropriate and feasible. Any such credit may include a reference to April as licensor of the Content.


5) Scope of License



> Each party represents and warrants that it has full power and authority to enter into this Agreement and carry out its obligations hereunder.

> You represent and warrant that:
    > The information provided to April in connection with your submission is true and correct;
    > you have sufficient rights in the Content to grant to April the license contained in this Agreement, including but
       not limited to any necessary approval, consent, authorization, clearance, release, or license of any third party;
    > no portion of the Content as delivered to April contains any disabling mechanism or protection feature designed
       to prevent its use, copying or enjoyment in the manner contemplated in this Agreement, and all Content will be
       free of any virus, worm, lock, or other mechanism or device that may be used to modify, delete, damage or disable
       the Site or the Content or any other hardware or computer system, or which would otherwise render inaccessible
       or impair the use of the Content or the Site in any way;
    > The Content will include all necessary descriptive information to enable its effective marketing on the Site,
      which information will be complete and accurate in all material respects and will not include false, misleading or
      inapplicable metadata, including metadata intended to or which has the effect of keyword "doping" or improperly
      altering search results that would otherwise be applicable to such Content; and
    > The Content delivered to April hereunder represents original creations and expressions of subject matter, and no
       Content infringes any copyright, trademark, right of privacy or right of publicity or other proprietary right of any
       third party, or defames or casts into disrepute in any manner any third party.

> It is your responsibility to obtain all clearances and releases, including but not limited to property and model releases which conform substantially to the model and property releases provided by April, musician and vocalist releases, master use and synchronization licenses, and any other releases necessary for the grant of license contained in this Agreement and for the subsequent use by Sub-Licensees of your Content pursuant to April's Royalty Free License.

> You agree to indemnify, defend and hold April and its affiliates, and their respective directors, officers, employees, shareholders, agents and licensees of Content harmless from and against any and all claims, liability, losses, costs and expenses (including reasonable legal fees) incurred by April arising out of the Content or its use, including but not limited to claims resulting from: (i) any use or alleged use of the Site or provision of Content under your Member Name by any person, whether or not authorized by you; (ii) any communication made or Content uploaded under your Member Name; (iii) any breach by you of this Agreement


6) Term and Termination



> April reserves the right to modify this Agreement from time to time, and will notify you by email at the email address you have provided upon modification at least one (1) week in advance of any such modification. You shall have the right to opt out of the modified Agreement during this notice period.

> April may terminate this Agreement in connection with any specific Content (the "Terminated Content") at any time by providing you with written notice including: (i) a statement of its intent to terminate; (ii) the effective date of such termination; and (iii) an identification of the Terminated Content. April will remove from the Site the Terminated Content no later than the effective date of termination. Notwithstanding the foregoing, any licenses granted by April to any Sub-Licensee in the Terminated Content under this Agreement shall remain in full force and effect after the effective date of termination, such termination affecting only April's prospective rights to sublicense the Terminated Content under this Agreement.

> You may terminate the license granted hereunder in connection with any Content upon no less than fifteen (15) days notice to April of your intent to terminate. Such notice must be communicated by email to sup@aprilbroadcast.com or such other means of written notice acceptable to April which enables confirmation of your identity and your intention to terminate. Upon the effective date of such termination, April will cease offering the terminated Content to Sub-licensees. April may continue to utilize the terminated Content for purposes of advertising, marketing and promoting the Site, including but not limited to use of the Content and derivative works thereof on the Site, for a period of one (1) year from the effective date of such termination. Your termination of license granted to April hereunder shall not act to terminate any sublicenses granted to Sub-Licensees under the terms of April's Royalty Free License prior to the effective date of such termination, such Sub-Licenses to continue in perpetuity.

> Either party may terminate this Agreement upon written notice effective immediately upon receipt if the other party (i) liquidates all or substantially all of its assets, dissolves as a corporation other than through inadvertence, or otherwise ceases to do business in a material way, or (ii) makes an assignment for the benefit of creditors, or (iii) files a petition in bankruptcy, petitions or applies for a receiver or trustee for all or any substantial part of its property and such receiver or trustee is appointed, or commences, or has commenced against it, a proceeding under any bankruptcy, reorganization, readjustment of debt, dissolution, or liquidation law or statute of any jurisdiction, any of which shall remain in force for a period of thirty (30) days or more, or (iv) is adjudicated insolvent or bankrupt

> If either party alleges that the other is in breach of this Agreement, the other party shall have thirty (30) days to cure such breach if the breach is capable of remedy, and if not cured, the non-breaching party may terminate immediately.

> Termination of this Agreement shall operate without prejudice to April's rights, defenses and limitations of liability provided under this Agreement or the Terms of Use, which rights, defenses and limitations of liability shall survive termination of this Agreement.


7) DISCLAIMER OF WARRANTIES



> THE SITE, INCLUDING ALL CONTENT AND SERVICES PROVIDED THEREIN, ARE PROVIDED BY APRIL ON AN "AS IS" BASIS, WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

> APRIL DOES NOT REPRESENT OR WARRANT THAT THE SITE OR ANY CONTENT OR SERVICES PROVIDED THEREIN WILL MEET YOUR REQUIREMENTS, ALWAYS BE AVAILABLE, SECURE, FREE OF VIRUSES OR SIMILAR CONTAMINATION, OR OPERATE WITHOUT ERROR; THAT INFORMATION OR MATERIALS INCLUDED ON THE SITE WILL BE ACCURATE; OR THAT USERS WILL PERFORM THEIR OBLIGATIONS AS PROMISED.

> APRIL DOES NOT REPRESENT OR WARRANT THAT THE SITE OR ANY CONTENT OR SERVICES PROVIDED THEREIN WILL MEET YOUR REQUIREMENTS, ALWAYS BE AVAILABLE, SECURE, FREE OF VIRUSES OR SIMILAR CONTAMINATION, OR OPERATE WITHOUT ERROR; THAT INFORMATION OR MATERIALS INCLUDED ON THE SITE WILL BE ACCURATE; OR THAT USERS WILL PERFORM THEIR OBLIGATIONS AS PROMISED.


8) LIMITATION OF LIABILITY



> YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THE SITE INCLUDING WITHOUT LIMITATION ANY OF THE CONTENT OR INFORMATION CONTAINED THEREIN. YOU AGREE THAT APRIL IS NOT LIABLE FOR ANY LOSS OR DAMAGE TO CONTENT OR MATERIAL SUBMITTED TO THE SITE AND YOU ARE REQUIRED TO MAINTAIN YOUR OWN BACKUP FILES FOR ANY CONTENT SUBMITTED TO APRIL.

> IN NO EVENT SHALL APRIL OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, AGENTS OR LICENSEES BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE SITE, THE CONTENT OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF APRIL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.

> IN ANY EVENT, APRIL'S TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT OR IN RESPECT OF THE USE OR EXPLOITATION OF ANY OR ALL PART OF THE SITE OR THE CONTENT IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO APRIL's SHARE OF THE FEES COLLECTED BY APRIL FOR THE CONTENT THAT IS THE SUBJECT MATTER OF THE CLAIM.

> SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE LIABILITY OF APRIL OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, AGENTS OR LICENSEES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.


9) Miscellaneous Provisions



> Relationship of the Parties - The parties to this Agreement are independent contractors, and nothing in this Agreement shall create a joint venture, partnership, employment relationship, franchise relationship or taxable entity between the parties.

> Notification - Except as otherwise set forth herein, any notice required or permitted to be given under this Agreement shall be in writing, delivered by hand, by email or by a nationally recognized overnight courier service (if you are sending such notice from India), or registered or certified mail, addressed to the receiving party at the address indicated below. Such notice shall be deemed to have been given on the date delivered by hand or by email, one (1) business day after deposit with an overnight courier service, if applicable, and three (3) business days after being deposited in the Indian mail or seven (7) days after being deposited in the mail of any foreign country. To April Broadcast Pvt. Ltd.: 236-237, Mastermind 1, Royal Palms, Aarey Colony, Goregaon (E), Mumbai 400 065, India. Email: s.com. Any notifications to you will be by email or by mail at the address provided by you.

> Entire Agreement - This Agreement embodies the parties' entire agreement and supersedes and cancels any prior agreement, express or implied, written or oral, with respect to its subject matter. No modification, deletion, amendment of any provision is binding unless in writing signed by each party's authorized representative.

> No Waiver - No waiver of any default under this Agreement will apply to any subsequent default, whether of a similar nature or not, nor will any such waiver be construed as a waiver of any other provision of this Agreement.

> Severability - If any provision, or portion thereof, of this Agreement, or its application to any person or circumstance, shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement, such provision and their application shall not be affected thereby, but shall be interpreted without such unenforceable provision or portion thereof so as to give effect, insofar as is possible, to the original intent of the parties, and shall otherwise be enforceable to the fullest extent permitted by law.

> Jurisdiction and Choice of Law - This Agreement shall be construed in accordance with the laws of the State of Maharashtra, the city of Mumbai, without regard to its choice of law provisions. The parties hereby consent to the jurisdiction of the state and federal courts of the city of Mumbai, located in the State of Maharashtra, India.

> Construction - Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural and vice versa, and the neuter gender shall include the feminine and masculine genders and vice versa. The headings in this Agreement are for convenience only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any of its provisions.

> Successors and Assigns - All of the covenants, terms, provisions and agreements contained in this Agreement shall be binding upon, and inure to the benefit of, the parties hereto and, to the extent permitted by this Agreement, their respective heirs, legal representatives, successors and assigns.

 
 
 

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