THE WORLD’S FUNNIEST WEATHER
TERMS OF SUBMISSION
These terms (“Terms”) govern the submittor’s (“Licensor”) irrevocable grant to Worlds Funniest Weather, Inc., its successors, affiliates, licensees and assigns (collectively, “WFW”) of the Licensed Rights (defined below) with respect to all or any part of the audiovisual work(s), and any results, proceeds and products thereof, submitted by Licensor to WFW, including, without limitation, all intellectual property, images, identifiable characters and/or individuals, music, sounds, signage, statements, or other trademarks and logos, and all other rights depicted or contained therein (the “Images”).
Licensed Rights. Licensor grants WFW the exclusive, unlimited right to use, refrain from using, change, alter, edit, modify, add to, subtract from and rearrange the Images and to exhibit, distribute, broadcast, publicly perform, reproduce, license others to reproduce and distribute, advertise, promote, publicly perform, publish and otherwise exploit the Images by any and all methods or means, whether now known or hereafter devised, in any manner and in any and all media throughout the universe, in perpetuity, for any purpose whatsoever as WFW in its sole discretion may determine (the “Licensed Rights”), including for the purpose of marketing, advertising, and promotion. Licensor furthermore does hereby irrevocably appoint WFW as its attorney-in-fact to take any such action as may from time to time be necessary to effect, transfer, or assign the rights granted to WFW herein, including without limitation copyright-related actions, and assigns to WFW the right to prosecute any and all claims from the past, present, and future use of the Images by unauthorized third parties.
No Obligation to Use Images. WFW is not obligated to use the Images or the services of Licensor or to produce, distribute, or exploit any audiovisual work or any other work based upon the Images, or if commenced, to continue the production, distribution or exploitation of any audiovisual work or any other work in any territory. Licensor hereby agrees that neither Licensor’s submission or presentation of or WFW’s review of the Images pursuant to these Terms constitutes or creates an implied-in-fact or implied-in-law contract, even if there exists an industry custom or practice to the contrary.
Consideration. In full and complete consideration to Licensor for all of the Licensed Rights granted to WFW hereunder, WFW (or its affiliates) shall consider the Images for inclusion in WFW (or its affiliates) compilations and other WFW-original productions (or any of its affiliate’s original productions).
Licensor Representations and Warranties.
(a) Owner of Rights: Licensor represents and warrants that it has the sole, exclusive and unencumbered ownership of all rights of every kind and character throughout the universe in and to the Licensed Rights and any results, proceeds and products thereof, and has clear title to the material upon which the Images are based, including, without limitation, any results, proceeds and products thereof. Licensor represents and warrants that it has the absolute right to grant to WFW all rights, licenses and privileges granted to or vested in WFW under these Terms. Licensor represents and warrants that it has not authorized and will not authorize any other party to exercise any right or take any action that impairs the
rights herein granted to WFW.
(b) Rights Are Clear: Licensor represents and warrants that it has obtained all clearances and paid all monies necessary for WFW to exercise its exclusive rights hereunder and there will not be any other rights to be cleared or any payments required to be made by WFW as a result of any use of the Images pursuant to the rights and licenses herein granted (including without limitation, payments in connection with contingent participations, residuals, clearance rights, moral rights, union or guild fees, music rights or synchronization rights). Licensor represents and warrants that it owns the Images free of any lien or encumbrance, and there are no other contracts, agreements or assignments affecting the Images (other than between Licensor and WFW). Licensor represents and warrants that all of the individuals and entities connected with the production of the Images, and all of the individuals and entities whose names, voices, photographs, likenesses, appearance, works, services and other materials appear or have been used in the Images, have authorized and approved Licensor’s use thereof, and WFW shall have the right to use all names, voices, photographs, likenesses, appearance and performances contained in the Images in connection with the exploitation, advertisement, publication, promotion, and use of the Licensed Rights and any product or material derived therefrom or relating thereto, and/or any results and proceeds of Licensor’s services, if any. Licensor represents and warrants that the Images and the results, proceeds and product thereof do not and will not defame, infringe or violate the rights of privacy or copyright or any other rights of any third party and are not subject of any actual or threatened litigation or claim. Licensor acknowledges and it is expressly understood between the parties that WFW has not assumed any obligations under any contracts entered into by Licensor.
(c) No Infringement: No part of the Images, any materials contained therein, or the exercise by WFW of the Licensed Rights violates or will violate, or infringes or will infringe, any trademark, trade name, contract, agreement, copyright (whether common law or statutory), patent, literary, artistic, music, dramatic, personal, private, civil, property, privacy or publicity right or “moral rights of authors” or any other right of any person or entity, and shall not give rise to a claim of slander or libel. There are no existing, anticipated, or threatened claims or litigation that would adversely affect or impair any of the Licensed Rights.
Termination: Licensor may seek to terminate its agreement to these Terms at any time; however, these Terms shall only be terminable upon the mutual agreement of the parties, the consent of which may be granted or denied in WFW’s sole discretion. No termination shall impact any prior license of the Images by WFW prior to termination, which shall continue in full effect under these Terms.
Release and Indemnity. Licensor hereby agrees to indemnify, defend, release and hold harmless WFW, its successors, licensees, subdistributors and assigns, and the directors, officers, employees, representatives and agents of each of the foregoing, from any and all acts, claims, demands, causes of action, damages, judgments, liabilities, losses, costs, expenses, and attorney’s fees arising out of or resulting from (i) any breach by Licensor of any warranty, representation or any other provision of these Terms, and/or (ii) 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 by WFW of the rights granted under this these Terms. Licensor acknowledges that WFW is relying on the representations made by Licensor in accordance with these Terms and a breach by Licensor would cause WFW irrevocable injury and damage that cannot be adequately compensated by damages in an action at law and Licensor therefore expressly agrees that, without limiting WFW’s remedies, WFW shall be entitled to injunctive and other equitable relief.
Publicity/Confidentiality. Licensor shall not directly or indirectly release, disseminate, issue, authorize or cause the release, dissemination or issuance of any publicity or information concerning the Licensed Rights, WFW, or these Terms without WFW’s prior specific written consent in each instance (including, without limitation, posting, participating or engaging in social media discussions, news stories, blogs, snapchats, memes, reports or responses thereto), and Licensor shall direct all licensing or other inquiries relating to the Images solely to WFW. WFW shall have no obligation to provide credit regarding the Images. Licensor acknowledges that these Terms are confidential in nature and agrees not to disclose the
content or substance thereof to any third parties other than: (i) Licensor’s respective attorneys and accountants, and/or (ii) as may be reasonably required in order to comply with any obligations imposed by these Terms, or any statute, ordinance, rule, regulation, other law, or court order.
Miscellaneous. Licensor acknowledges and warrants that its agreement to these Terms has not been induced by any representation or assurance not contained herein. These Terms supersede and replace all prior agreements, negotiations or understandings in connection with the Licensed Rights, including without limitation any simplified explanation of the terms herein, and in the event there are any inconsistencies between this English-language contract and any translations of terms and conditions, the English-language version shall prevail. These Terms contain the entire understanding of the parties and shall not be modified or amended except by a written document executed by both parties. If any provision of these Terms is found to be unlawful or unenforceable, such provision shall be limited only to the extent necessary, with all other provisions of these Terms remaining in effect. The waiver by either party or consent to a breach of any provision of these Terms by the other party shall not operate or be construed as a waiver of, consent to, or excuse of any other or subsequent breach by the other party. WFW shall have the right to assign freely the Images, the Licensed Rights and/or any of WFW’s other rights hereunder to any person or entity (by operation of law or otherwise). Licensor may not assign its rights hereunder.
Choice of Law/Dispute Resolution. Licensor acknowledges and agrees that any controversy or claim arising out of or relating to these Terms, their enforcement, arbitrability or interpretation shall be governed by the internal laws of the State of California without regard to the choice of law principles thereof. All actions or proceedings arising in connection with, touching upon or relating to these Terms, the breach thereof and/or the scope of the provisions of this section shall be submitted to JAMS (“JAMS”) for final and binding arbitration under its Comprehensive Arbitration Rules and Procedures if the matter in dispute is over $250,000 or under its Streamlined Arbitration Rules and Procedures if the matter in dispute is $250,000 or less, to be held in Los Angeles County, California, before a single arbitrator who shall be a retired judge, in accordance with California Code of Civil Procedure §§ 1280 et seq. The arbitrator shall be selected by mutual agreement of the parties or, if the parties cannot agree, then by striking from a list of arbitrators supplied by JAMS. The arbitration shall be a confidential proceeding, closed to the general
public. The arbitrator shall assess the cost of the arbitration against the losing party. In addition, the prevailing party in any arbitration or legal proceeding relating to these Terms shall be entitled to all reasonable expenses (including, without limitation, reasonable attorney’s fees). Notwithstanding the foregoing, the arbitrator may require that such fees be borne in such other manner as the arbitrator determines is required in order for this arbitration clause to be enforceable under applicable law. The arbitrator shall issue a written opinion stating the essential findings and conclusions upon which the arbitrator’s award is based. The arbitrator shall have the power to enter temporary restraining orders and
preliminary and permanent injunctions. Neither party shall be entitled or permitted to commence or maintain any action in a court of law with respect to any matter in dispute until such matter shall have been submitted to arbitration as herein provided and then only for the enforcement of the arbitrator’s award; provided, however, that prior to the appointment of the arbitrator or for remedies beyond the jurisdiction of an arbitrator, at any time, either party may seek pendente lite relief in a court of competent jurisdiction in Los Angeles County, California or, if sought by WFW, such other court that may have jurisdiction over Licensor, without thereby waiving WFW’s right to arbitration of the dispute or controversy under this section. Notwithstanding anything to the contrary herein, Licensor hereby irrevocably waives any right or remedy to seek and/or obtain injunctive or other equitable relief or any order with respect to, and/or to enjoin or restrain or otherwise impair in any manner, the production, distribution, exhibition or other exploitation of any production or project related to WFW, its parents, subsidiaries and affiliates, or the use, publication or dissemination of any advertising in connection with such production or project.
Modification/Severability. This agreement contains the full and complete agreement between Licensor and WFW with respect to the subject matter hereof and may not be modified except by a writing signed by Licensor and WFW. If any one or more provisions contained herein shall be held or determined for any reason whatsoever to be invalid or unenforceable, either in whole or in part, then such affected provisions, or portion thereof, shall be curtailed and limited only to the extent necessary to bring them within the legal requirements and shall be deemed separable and independent from the remaining covenants or provisions hereof and shall nevertheless in no way affect the validity of any of the other provisions hereof.
Damages/Waivers. Should Licensor bring any action against WFW (including without limitation for wrongful appropriation of the Images or any part thereof), Licensor’s sole remedy shall be limited to an arbitration for money damages, if any (which shall in no event, under any theory, exceed the sums paid by WFW to Licensor hereunder, if any); and that Licensor shall in no event be entitled to an injunction or any other equitable relief. Licensor further agrees that, as a condition precedent to any such action, that any such action shall be, and is hereby forever waived and barred, unless duly filed by Licensor within six (6) months after WFW’s first public release or use of the Images. In agreeing with the provisions of this section, Licensor understands that Licensor may be waiving rights with respect to claims that are at this time unknown or unsuspected, and in accordance with such waiver, Licensor hereby acknowledge that Licensor has read and understands, and hereby expressly waives the benefits of Section 1542 of the Civil Code of California, which provides as follows:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
Terms & Conditions. Licensor may be required to agree to additional terms and conditions displayed on the WFW website at www.worldsfunniestweather.tv or other WFW-owned websites, which will be incorporated herein by reference and subject to change.
If you do not agree with all of the foregoing terms and conditions do not click “Accept” and do not submit any materials through this portal. By clicking “Accept” you acknowledge that you have read and understood the terms and conditions of these Terms and that you agree to be bound by all of its provisions. By clicking “Accept” you also consent to use electronic signatures and acknowledge your click of the “Accept” button as an electronic signature to these Terms.