TERMS AND CONDITIONS
By submitting any video content to us via the link provided, you agree to be bound by the following terms and conditions (“Terms”) which govern the Aaron Cole Fan-Generated Video Contest and Promotion (the “Contest”). These Terms are effective as of Friday, February 17th, 2017.
1. SMLXL (“SMLXL”) hereby grants you the limited, revocable, non-exclusive right to synchronize the master recording entitled “Got No Choice” (the “Master”) embodying performances by SMLXL’s exclusive recording artist, Aaron Cole (“Artist”), of the musical composition of the same title (the “Composition”) in timed relation with an audiovisual work created by you (the “Video”) for the sole purpose of submitting the Video to us for possible inclusion of excerpts thereof in the “official” music video for “Got No Choice” (the “Official Music Video”). You and SMLXL are each referred to in these Terms as a “Party,” and, collectively, as the “Parties.”
2. You acknowledge and agree you have no other rights respecting the Master, the Composition, your Video, or Artist’s name, likeness, and performances other than those specifically granted in Section 1 of these Terms, and you shall not sell, license, publish, publicly perform, release, distribute, or in any other way use, share, disseminate, or otherwise exploit the Master, the Composition, or your Video. All rights not specifically granted to you in Section 1 of these Terms, including any right to use the trademarks, service marks, and logos of SMLXL and/or Artist are hereby reserved by SMLXL and Artist, as applicable.
3. You hereby grant to SMLXL and its affiliates, licensees, successors, and assigns the non-exclusive, royalty-free right (but not the obligation) throughout the universe and in perpetuity to edit, adapt, modify, excerpt, add to, subtract from, translate, dub, subtitle, compile, host, cache, copy, reproduce, distribute, transmit, perform (publicly and otherwise), display, communicate, exhibit, stream, broadcast, publish, advertise, promote, sell, license, create derivative works from, use, and otherwise exploit your Video in whole or in part (including, but not limited to, your likeness and performances embodied therein), in and in connection with the Official Music Video, in any form, manner, or medium, whether now known or hereafter created or devised, both for commercial and promotional purposes, in SMLXL’s sole discretion, without limitation, including in advertising and for purposes of trade. You hereby grant to SMLXL and its affiliates, licensees, successors, and assigns the non-exclusive, royalty-free right (but not the obligation) throughout the universe and in perpetuity to use your name, approved likeness, and approved biographical materials for advertising and promotional purposes in connection with your Video, the Contest, and the Official Music Video, in any form, manner, or medium, whether now known or hereafter created or devised. Once you have submitted your Video, the Video cannot be replaced or altered.
4. Nothing contained in these Terms creates any obligation on the part of SMLXL or any other person or entity to use your Video in any particular manner or at all. Your video will not be eligible for consideration under the Contest if, as determined by SMLXL in its sole discretion, your Video is obscene, contains or promotes violence, disparages any racial, ethnic, gender, religious, professional, or age group, promotes illegal drug use, tobacco, firearms/weapons, contains the unauthorized use of third-party trademarks, service marks, or logos, contains the unauthorized use of third-party locations or elements (e.g., artwork, photographs, sculptures, paintings, and other works or images published on or in websites, television, movies, or other media), or contains any personal identification (e.g., full personal names, email addresses, or street addresses).
5. If your Video is selected for inclusion in the Official Music Video, SMLXL shall notify you by phone or email, at which point SMLXL will require written releases on forms prescribed by SMLXL from and respecting all persons, locations, and third-party elements appearing in your Video, and you agree to exercise your best efforts in assisting SMLXL with obtaining such releases. Failure to obtain all requisite releases may result in your Video not being used in the Official Music Video.
6. If your Video is selected for inclusion in the Official Music Video, SMLXL will make reasonable efforts to include a credit to you in the end slate of the Official Music Video in form and substance determined by SMLXL in its sole discretion; provided, however, SMLXL shall have no liability to you in connection with any failure to provide such credit to you.
7. You agree that you do not and will not seek and are not entitled to any monetary compensation or any other thing of value in connection with your Video and the rights granted to SMLXL by you in these Terms. The possible inclusion of excerpts of your Video in the Official Music Video is sufficient consideration to support the grant of rights contained herein.
8. You covenant and agree to remain solely responsible for all costs and expenses you may incur in connection with your Video, including, but not limited to, any and all production expenses, licensing fees for any third-party elements contained in your Video, fees respecting individuals and locations featured in your Video, and any costs for crew or others rendering any services in connection with your Video.
9. You hereby represent, warrant, and covenant to SMLXL that (a) you have the full right, authority, and legal capacity to enter into this agreement and grant all rights granted to SMLXL herein, and doing so will not constitute a breach or violation of any other agreement to which you are bound; (b) all content included in your Video (with the exception of the Master and the Composition) is wholly original, created by you, and no parts thereof defame any person or entity or violate, breach, or infringe any contractual rights, common law rights, or statutory rights of any person or entity, including, but not limited to, copyrights, trademarks, service marks, trade names, and rights of privacy and publicity, nor does any such content provided by you violate any applicable federal, state, or local laws, regulations, rules, or orders; (c) you have obtained the written consent of all persons appearing in your Video, all owners of properties and locations appearing in your Video, and all persons or entities that own or control any elements (other than the Master and Composition) featured in your Video (e.g., artwork, photographs, sculptures, paintings, etc.), and you shall provide proof of the same to SMLXL upon request; and (e) if you are under the age of 18, then a parent or legal guardian has read and agreed to these Terms on your behalf and you shall provide proof of the same to SMLXL upon request.
10. You shall indemnify, defend, and hold SMLXL and SMLXL’s parent, subsidiary, and affiliated entities, and the officers, directors, shareholders, employees, contractors, agents, representatives, licensees, successors, and assigns of all of the foregoing (collectively, “Indemnitees”) harmless from and against any and all third-party claims, causes of action, demands, threats, lawsuits, and proceedings (collectively, “Claims”), and all liabilities, judgments, losses, damages, costs, and expenses of any kind whatsoever, including reasonable attorneys’ fees and court costs (collectively, “Losses”), suffered or incurred by any of the Indemnitees at any time to the extent arising out of, relating to, or resulting from (a) any negligent, reckless, or intentional act or omission by you, or (b) any inconsistency with, failure of, or breach or threatened breach by you of any representations, warranties, or covenants made by you under these Terms. The Indemnitees shall give you prompt written notice of the assertion of any occurrence, event, or fact that may give rise to a Claim. You shall have the right to select counsel and control the defense of any such Claim, subject to the right of the Indemnitees to participate therein. You shall not settle or resolve any Claim in a manner that imposes any liability or obligation on the Indemnitees or affects the Indemnitees’ rights in connection therewith without their advance written approval. You shall reimburse the Indemnitees on demand for any Losses arising at any time after the date you agree to these Terms for which the indemnification obligations hereunder apply.
11. Your sole right and remedy in the event of any breach of these Terms by SMLXL will be limited to the right, if any, to recover damages in an action at law only, and you hereby waive any right to rescind your agreement to these Terms or to enjoin, interfere with, or inhibit (or seek to enjoin, interfere with, or inhibit) any reproduction, distribution, transmission, exhibition, performance, advertising, promotion, sale, license, use, or other exploitation of your Video and the elements embodied therein in and in connection with the Official Music Video in accordance with these Terms. SMLXL’s rights and remedies under these Terms are cumulative and are not exclusive of any other rights or remedies which may now or subsequently exist at law or in equity.
12. Neither SMLXL nor Artist nor any other party will be liable to you for any special, consequential, incidental, exemplary, or punitive losses, damages, or expenses arising out of or relating to this Contest, your Video, the Official Music Video, or any performance or nonperformance under these Terms, pursuant to any claim in contract, tort (including negligence), strict liability, or other theory, under statute or otherwise, even if such parties have been advised of the possibility of such loss or damage.
13. You understand there may be risks associated with your Video and the Contest, and you hereby voluntarily assume any and all such risks. You, on behalf of yourself, your heirs, representatives, executors, and administrators (collectively, “Releasors”) hereby forever release, waive, discharge, and agree not to sue SMLXL, Artist, or any of the other Indemnitees for any Losses arising out of or relating to any personal injury, death, property damage or other loss, infringement of rights of publicity or misappropriation (such as any alleged improper or unauthorized use of your Video), invasion of privacy, false light (such as an allegedly false or misleading portrayal of you), infliction of emotional distress (whether allegedly intentional or negligent), defamation (including libel and slander), or infringement of intellectual property rights, including copyright, trademark, trade secrets, and any other state or federally-protected rights and interests, that any of the Releasors may suffer or claim to suffer in the future arising out of or relating to your Video, SMLXL’s use thereof, the Official Music Video, and/or your appearances, statements, performances, and actions in your Video and the Official Music Video.
14. SMLXL has the right at any time to assign or sublicense any or all of the rights granted by you under these Terms to any other party in SMLXL’s sole and absolute discretion. These Terms will bind and inure to the benefit of the Parties and their respective heirs, executors, administrators, successors, and assigns, as applicable.
15. SMLXL has the right at any time, in its sole discretion, to cancel or modify any aspect of the Contest and/or these Terms for any reason or no reason without liability to you or any person or entity claiming through you.
16. These Terms contain the entire understanding and agreement between the Parties with respect to the subject matter hereof, and supersede and replace any prior oral or written agreements or understandings between the Parties with respect to the subject matter hereof. You acknowledge that in agreeing to these Terms you have not relied on or been induced by any promise or representation (express or implied, oral or written) of SMLXL or any person acting for SMLXL, which is not contained in these Terms. A waiver by either Party of any provision of these Terms will not be deemed a waiver of such provision or any other provision of these Terms with respect to any future instance or occurrence and will not be binding unless in writing and signed by the Party against whom enforcement is sought. If any part of these Terms is deemed invalid or unenforceable by a court of competent jurisdiction, such determination will not affect the validity or enforceability of the remainder of these Terms which will remain in full force and effect as if such invalid or unenforceable provision were not a part hereof. The relationship between the Parties is that of independent contractors, and nothing contained herein will be construed to create a partnership, joint venture, or employer-employee relationship. The Parties agree to execute all instruments and documents and to take any further actions as may be reasonably required to give effect to these Terms. The laws of the State of Tennessee (without giving effect to its conflict of laws principles) govern all matters arising out of or relating to these Terms, including their validity, interpretation, construction, performance, and enforcement. Any action or proceeding arising out of or relating to your Video, the Contest, the Official Music Video, and/or these Terms shall be resolved exclusively in the state and/or federal courts located in Davidson County, Tennessee (and any courts of appeal respectively therefrom). Each Party hereby submits and consents in advance to such exclusive jurisdiction and venue, and hereby waives any claim that any such courts are an inconvenient forum or an improper forum based on lack of venue.
If you are 18 or older and agree to these Terms, then submit your video here. By submitting your video you agree to be bound by these Terms to the same degree as if you manually signed this document. If you are under the age of 18, then a parent or legal guardian must agree to these Terms on your behalf.
IF YOU OR YOUR PARENT/LEGAL GUARDIAN DO NOT AGREE WITH THESE TERMS, THEN DO NOT CREATE OR SUBMIT A VIDEO IN CONNECTION WITH THE CONTEST. AGAIN, BY SUBMITTING A VIDEO TO US (EVEN IN THE ABSENCE OF EXPRESSLY AGREEING TO THESE TERMS) YOU ASSENT TO ALL PROVISIONS CONTAINED IN THESE TERMS AND AGREE TO BE BOUND HEREBY.
You hereby certify you have carefully read and understand all of the foregoing Terms and are entering into the agreement embodied herein voluntarily with the intention to be legally-bound by these Terms.