Effective Date: September 26, 2023
PLEASE CAREFULLY READ THIS AGREEMENT, AS IT INCLUDES AN AGREEMENT TO ARBITRATE AND OTHER SIGNIFICANT INFORMATION ABOUT YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE ARBITRATION AGREEMENT REQUIRES (WITH LIMITED EXCEPTIONS) THAT YOU SUBMIT CLAIMS AGAINST US TO BINDING AND FINAL ARBITRATION, AND ADDITIONALLY, (1) YOU MAY ONLY PURSUE CLAIMS AGAINST VIBLU INDIVIDUALLY, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU MAY ONLY SEEK RELIEF INDIVIDUALLY, AND (3) YOU MAY NOT HAVE YOUR CLAIMS AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.
- OUR SERVICES.
(a) Eligibility: You must be at least 18 years old to access Viblu Inc.’s Site and utilize our Services. Additionally, you must be 18 years old to upload Your Content via our Services. Your use of the Site and Services must comply with this Agreement and all applicable laws, rules, and regulations of your jurisdiction. We reserve the right to suspend or remove Users from our Services for any violations of this Agreement.
(b) Limited License: Under the terms of this Agreement, you are granted a non-exclusive, limited, non-transferable license to use Viblu Inc.’s Site and Services as allowed by their features. Viblu Inc. retains all rights not explicitly granted in this Agreement concerning the Site, Services, and Viblu Inc. Content.
(c) User Accounts: Your User Account gives you access to our Services. If you create a User Account on behalf of an organization, you represent that you have the authority to bind the organization to this Agreement. You may not use another User’s User Account without permission. Ensure your account information is accurate and up-to-date. You are responsible for the activity on your User Account and must keep your password secure. Notify Viblu Inc. immediately of any security breaches or unauthorized use. By providing your email address, you consent to receiving Services-related notices via email. You can opt out or modify your email preferences in your User Account settings.
(d) Service Restrictions: Use the Site and Services exclusively for lawful purposes. Prohibited conduct includes:
- Transmitting material that violates the intellectual property or other rights of third parties.
- Interfering with security features or copying of Viblu Inc. Content.
- Using Viblu Inc.’s name, trademark, URL, or Service name without authorization.
- Transmitting unsolicited advertising, spam, or other solicitations.
- Forging source-identifying information.
- Posting unlawful, harmful, or objectionable content.
- Disrupting web pages, servers, or networks connected to the Site.
- Attempting to breach security measures.
- Reverse engineering software.
- Accessing the Site with unauthorized mechanisms.
- Collecting personal data without consent.
- Impersonating others or committing fraud.
- Unauthorized copying, distribution, or disclosure of Site or Services content.
- Overloading the Site or Services.
- Any use not permitted by this Agreement.
(e) Termination or Suspension of Account/Changes to Services: Viblu Inc. may terminate or suspend your account for any reason, including violations of this Agreement or fraudulent activity. We may also modify or discontinue Services without prior notice. If we terminate your access to a subscription Service without cause, we will refund unused fees. No refund will be provided for terminated access due to Agreement violations.
(f) Location: Viblu Inc., the Site, and Services are based in the United States. Users outside the United States must comply with applicable laws in their jurisdiction. You must not access or use the Site or Services if you are in a country subject to U.S. Government embargo or listed on any U.S. Government prohibited or restricted parties list.
- CONTENT; RIGHTS – Viblu Inc.
(a). Your Content & Metadata: You can provide Viblu Inc. with audio-visual programs (“Titles”), images, music, and other materials (“Your Content”) alongside supplementary information (“Metadata”). Viblu Inc. reserves the right to reject any submissions.
(b). Submission & Withdrawal: You can control the Territory, license period, and license type for each Title. You must submit Your Content in the required format. You can withdraw Your Content with 30 days’ notice after the expiration of the distribution period indicated in the submission form.
(c). Channels & Agreements: Channels allow viewing of Titles. Viblu Inc. may own or partner with third-party Channels. For users who are Channels, this agreement supplements Channel Agreements, with Channel terms prevailing in conflicts. Certain provisions don’t apply to Channel Users.
(d). Preexisting & Supplemental Agreements: If you have existing agreements, they’ll continue alongside this agreement. When these agreements end, this agreement governs all Your Content.
- Ad Supported: Titles available with ads.
- Subscription: Titles accessible via subscriptions.
- Transactional: Titles accessible with one-time fees.
- Territory: Worldwide, unless opted out on the Site.
(f). No Guarantee: Viblu Inc. doesn’t guarantee content exploitation or inclusion in any Channel.
(g). Channel Requirements: Channels may have specific requirements. Viblu Inc. will notify you of deficiencies, and if unaddressed, may correct them, offsetting expenses from your earnings.
(h). License to Viblu Inc.: You grant Viblu Inc. a sublicensable, non-exclusive license to host, distribute, and exploit Your Content on various basis and media. This includes adapting, dubbing, and using your Name and Likeness for promotional purposes.
(i). Viblu Inc.’s Rights: Except for Your Content, all materials on the Site and Services are Viblu Inc.’s property. You can’t use or modify them without explicit permission.
(j). Channel Agreements: Viblu Inc. may enter Channel Agreements, which affect this agreement. Some Channels may have specific timing and format requirements for Your Content, and failure to meet them could result in removal from the Channel. Viblu Inc. can provide more details upon request.
- Payment Services: Certain aspects of Viblu Inc.’s offerings, including any owned Channels or services affiliated with Viblu Inc., may come with associated fees or charges, offered on an a la carte, subscription, or alternative basis. Viblu Inc. reserves the right to introduce new services or adjust fees for existing services at its discretion.
- Earnings and Financials.
(a). Earnings Calculation: If your content is utilized by one or more Viblu Inc. Channels, we will credit your account with Net Earnings, which is the amount we receive from the exploitation of your content, minus processing fees and a revenue share of fifteen percent (15%) for content granted for distribution to Viblu in perpetual, or twenty percent (20%) for 5 years distribution deals, thirty percent (30%) for 3 years distribution deals, fifty percent (50%) for 1 year distribution deals . Gross Earnings refer to all non-refundable monies received by Viblu Inc. from Channels for your content, excluding applicable taxes. If Viblu Inc. or its affiliates own a Channel, standard rates apply, and calculations are based on those payments. To ensure proper payment, you must maintain accurate contact details in your User Account. Viblu Inc. may withhold amounts until this information is provided. Any third-party fees related to returned or canceled transfers may be deducted from your Net Earnings. Net Earnings will be determined based on Viblu Inc.’s records exclusively, and no other metrics will affect this Agreement. Audit rights do not apply to Gross Earnings or Net Earnings, unless specified in a Preexisting or Supplemental Agreement. Viblu Inc. may withhold taxes or other amounts as required by law.
(b). Disputes: Any objections to accounting statements must be raised within one (1) year of statement issuance, with longer statute of limitations waived to the extent permitted by law.
(c). Payment Timing: Viblu Inc. will transfer your Net Earnings to your account promptly after processing and at your request through the User Account functionality. You are responsible for any associated bank or PayPal fees.
(d). Withholding and Set-off: Viblu Inc. reserves the right to withhold or set off any owed amounts against your Net Earnings, whether in dispute or not.
(e). Pooling of Earnings: Your Net Earnings will be grouped with those of other Viblu Inc. customers until you request a transfer. You acknowledge that you will not earn interest on these funds, and you irrevocably assign any interest to Viblu Inc.
(f). Revenue Suspension and Forfeiture: In case of copyright, trademark, or intellectual property infringement claims, or non-compliance with third-party licenses, fraud, or breach of obligations, Viblu Inc. may freeze your Net Earnings. If determined by Viblu Inc. in good faith to be the result of fraud or infringement, these Net Earnings will be forfeited, subject to offset in third-party claims as specified elsewhere in this Agreement. Channel policies regarding fraud will also apply, and it is your responsibility to comply with them for your content.
5. Viblu Inc. Obligations, Representations, and Warranties
(a) You confirm your full authority to enter into this Agreement and grant the rights herein. If you represent a business entity, it is duly formed under relevant jurisdictional laws, and those acting on your behalf have the authority to enter into this Agreement.
(b) You own, control, or possess written authorization for the use of each Name and Likeness connected to Your Content. Utilizing these Names and Likenesses as specified in this Agreement will not infringe upon any rights.
(c) You have ownership or control over all Your Content, and the Titles within it are not in the public domain.
(d) You’ve secured all required licenses and permissions, as necessary in binding written agreements, for Viblu Inc. to exercise the granted rights.
(e) Your Content’s production adhered to and will adhere to all relevant laws and regulations in each applicable jurisdiction. The use of Your Content by Viblu Inc. and its Channels will not breach any laws, intellectual property rights, or other third-party rights, and will not constitute libel or defamation. Musical compositions’ public performance rights are under the jurisdiction of the appropriate performing rights societies in the Territory, unless they are in the public domain or controlled and licensed by you to Viblu Inc. under this Agreement.
(f) There are no liens, claims, encumbrances, legal proceedings, restrictions, agreements, or understandings that conflict or interfere with the rights granted for Your Content under this Agreement.
(g) You will collaborate with Viblu Inc. in the distribution of Your Content to our Channels, refraining from hindering or circumventing our communications, agreements, or license grants to our Channels without prior approval.
(h) All obligations related to Your Content, including payments before and after distribution (excluding applicable music public performance fees), are or will be promptly fulfilled by you. Viblu Inc. bears no responsibility for past, present, or future financial obligations except for Net Earnings due to you under this Agreement.
(i) You will not submit any Title rated “X” by the MPAA or equivalent under foreign rating systems.
(j) The credit lists and Metadata you provide to Viblu Inc. are and will remain accurate and complete, with no liability incurred by Viblu Inc. for compliance with these lists and the use of such Metadata in accordance with this Agreement.
(a) Indemnity. You shall defend, indemnify, and hold harmless Viblu Inc., its affiliated entities, including the Channels, and their respective personnel, agents, licensors, licensees, management, and affiliates, along with their staff, contractors, agents, officers, and directors, from any and all claims, damages, obligations, losses, liabilities, costs, or debts, including reasonable attorney’s fees, arising from: (i) your utilization of and access to the Viblu Inc. Site and Services, including any data or content transmitted or received by you; (ii) your breach or violation of any term, covenant, condition, representation, or warranty contained in this Agreement; (iii) your and/or Your Content’s infringement of any third-party rights, such as copyright, trademark, or other intellectual property rights, or rights of publicity or privacy; (iv) your and/or Your Content’s breach of any applicable law, rule, or regulation; or (v) any other individual’s access to and use of the Services using your unique username, password, or other security credentials.
(b) Procedure. In case of any claim subject to the aforementioned indemnification duty, you will provide defense for Viblu Inc. at your own cost with counsel approved by Viblu Inc., subject to reasonable withholding, and Viblu Inc. retains the right to retain your Net Earnings during the claim’s pendency. If you fail to secure approved counsel, Viblu Inc. may, at its discretion, defend itself at your expense (including offsetting such costs against your Net Earnings), and you consent to participating in such defense as a third party, waiving any objection or claim for compensation. If a claim arises, Viblu Inc. reserves the right to remove or disable access to Your Content and/or any related materials involved in the claim, and/or withhold monies due hereunder related to the claim and potential expenses, all subject to Viblu Inc.’s prior written consent. Nonetheless, if a claim subject to the indemnification duty arises against a Channel, the indemnification provisions or procedures specified in the applicable Channel Agreement shall apply, to the extent they supplement or conflict with this Section 6.
- NO WARRANTY. THE SITE AND SERVICES OF VIBLU INC. ARE PROVIDED “AS IS” AND “AS AVAILABLE.” YOUR USAGE OF THE SITE AND SERVICES IS AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, VIBLU INC. MAKES NO WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. ANY ADVICE OR INFORMATION OBTAINED FROM VIBLU INC. OR THROUGH THE SITE OR SERVICES SHALL NOT CREATE ANY WARRANTY NOT EXPLICITLY STATED IN THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, VIBLU INC., ITS SUBSIDIARIES, AFFILIATES, LICENSEES (INCLUDING CHANNELS), AND LICENSORS DO NOT WARRANT THE ACCURACY, RELIABILITY, OR CORRECTNESS OF ANY CONTENT MADE AVAILABLE TO YOU; THE TIMELY AVAILABILITY, UNINTERRUPTED OPERATION, OR SECURITY OF THE SITE, SERVICES, OR CHANNELS; THE CORRECTION OF DEFECTS OR ERRORS; OR THE ABSENCE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OBTAINED THROUGH THE USE OF THE SITE OR SERVICES IS AT YOUR OWN RISK, AND YOU BEAR SOLE RESPONSIBILITY FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR DATA LOSS RESULTING FROM SUCH DOWNLOAD OR USAGE OF THE SITE OR SERVICES.
FURTHERMORE, VIBLU INC. DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A CHANNEL OR OTHER THIRD PARTY THROUGH THE SITE OR SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICE. VIBLU INC. WILL NOT BE A PARTY TO OR MONITOR ANY TRANSACTION BETWEEN YOU AND THE CHANNELS OR OTHER THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
CERTAIN STATES, PROVINCES, AND NON-U.S. JURISDICTIONS MAY NOT PERMIT THE EXCLUSION AND LIMITATION OF PARTICULAR IMPLIED WARRANTIES, AND THUS, THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT CONSTITUTES SPECIFIC LEGAL RIGHTS AND YOU MAY HAVE OTHER RIGHTS VARYING FROM STATE TO STATE OR COUNTRY TO COUNTRY. DISCLAIMERS AND EXCLUSIONS UNDER THIS AGREEMENT SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
- LIABILITY LIMITATION. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VIBLU INC., ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, LICENSEES (INCLUDING CHANNELS), OR LICENSORS SHALL NOT BE LIABLE FOR INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES ARISING FROM OR RELATED TO THE USE OF, OR INABILITY TO USE, OUR SITE OR SERVICES. UNDER NO CIRCUMSTANCES SHALL VIBLU INC. BE RESPONSIBLE FOR DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS TO OR USE OF OUR SITE, SERVICES, YOUR ACCOUNT, OR THE INFORMATION THEREIN. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VIBLU INC. ASSUMES NO LIABILITY OR RESPONSIBILITY FOR (I) CONTENT ERRORS, MISTAKES, OR INACCURACIES; (II) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM ACCESS TO OR USE OF OUR SITE OR SERVICES; (III) UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR PERSONAL INFORMATION STORED THEREIN; (IV) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SITE OR SERVICES; (V) BUGS, VIRUSES, TROJAN HORSES, OR SIMILAR THIRD-PARTY TRANSMISSIONS; (VI) CONTENT ERRORS OR OMISSIONS OR LOSS/DAMAGE DUE TO CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE ON OUR SITE OR SERVICES; AND/OR (VII) OTHER USERS’ CONTENT OR DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT. UNDER NO CIRCUMSTANCES SHALL VIBLU INC., ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, LICENSEES, OR LICENSORS BE LIABLE TO YOU FOR CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES, OR COSTS EXCEEDING 20% OF GROSS EARNINGS RELATED TO YOUR CONTENT UNDER THIS AGREEMENT. THIS LIABILITY LIMITATION APPLIES TO CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF VIBLU INC. WAS AWARE OF POSSIBLE DAMAGES. SOME STATES AND NON-U.S. JURISDICTIONS MAY NOT ALLOW EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THESE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GRANTS SPECIFIC LEGAL RIGHTS, AND ADDITIONAL RIGHTS MAY VARY BY STATE OR JURISDICTION. DISCLAIMERS, EXCLUSIONS, AND LIABILITY LIMITATIONS UNDER THIS AGREEMENT DO NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
- INFORMATION USE; CONFIDENTIALITY. In your dealings with Viblu Inc., you may encounter non-public proprietary or confidential information related to our business and practices. Except where applicable law requires disclosure, you agree to keep such information confidential and to use it only for purposes directly related to your use of our Services. You also grant Viblu Inc. the right to share information about Your Content with third parties, aggregate it in charts and comparative materials, and distribute it as needed.
- DMCA NOTICE. Viblu Inc. adheres to the Digital Millennium Copyright Act of 1998 (“DMCA”). If you believe your copyrighted work has been infringed through our Site or Services, please inform our copyright agent as specified in the DMCA. To make a valid DMCA complaint, you must provide in writing:
- An electronic or physical signature of a person authorized to act on behalf of the copyright owner.
- Identification of the infringed copyrighted work.
- Identification of the infringing material’s location on our Site or Services.
- Information for Viblu Inc. to contact you, including address, phone number, and email.
- A statement of good faith belief that the material’s use is not authorized by the copyright owner, its agent, or the law.
- A statement, under penalty of perjury, that the provided information is accurate and that you are the copyright owner or authorized to act on their behalf.
Submit this information to our DMCA Agent:
Attn: Legal Department Email: firstname.lastname@example.org
Knowingly misrepresenting online material as infringing may lead to criminal prosecution for perjury and civil penalties, including monetary damages, court costs, and attorneys’ fees.
This procedure solely serves to notify Viblu Inc. and its affiliates of copyright infringements. These requirements aim to meet Viblu Inc.’s DMCA and 17 U.S.C. §512(c) obligations but do not provide legal advice. For guidance on your rights and responsibilities under the DMCA and other relevant laws, consider consulting an attorney.
In compliance with the DMCA and other applicable laws, Viblu Inc. reserves the right to terminate Users for repeated infringement and, at its discretion, limit Site and Services access or terminate User Accounts for intellectual property rights infringement, regardless of repeat occurrences.
- ARBITRATION. PLEASE READ CAREFULLY – IT GOVERNS DISPUTE RESOLUTION FOR VIBLU INC.
(a). This Arbitration section is also referred to as the “arbitration agreement” in this document. It covers all disputes, controversies, or claims between you and Viblu Inc. related to: (a) this Agreement, including its formation, breach, enforcement, interpretation, validity, or enforceability; (b) the Viblu Inc. platform, services, access, or communication from Viblu Inc.; (c) any transactions through the platform or services; or (d) any aspect of your relationship with Viblu Inc. (each, a “Claim,” collectively, “Claims”). This arbitration agreement applies to Claims before or after accepting this Agreement.
(b). If you’re a new User, you can reject this arbitration agreement within 30 days of accepting this Agreement by emailing Viblu Inc. at email@example.com with your full name and intent to opt-out. Opting out won’t affect other parts of this Agreement, such as governing law or dispute resolution venues.
(c). For any Claim, you agree to contact Viblu Inc. at firstname.lastname@example.org and attempt informal resolution. If unresolved within 60 days, Claims must be resolved through binding arbitration with the American Arbitration Association (“AAA”) under its Expedited Procedures, unless otherwise determined by the Arbitrator. In case of conflict, this arbitration agreement prevails. AAA details are available at www.adr.org. The arbitration occurs in Dekalb County, Georgia, unless otherwise agreed. Commercial Users bear AAA fees, while non-commercial Users may apply for fee waivers. Small claims court is an option for individuals but doesn’t waive the informal resolution commitment. The Arbitrator’s decision may be entered in court. The Arbitrator has exclusive authority over disputes regarding this arbitration agreement’s scope, enforceability, or formation.
(d). This arbitration agreement doesn’t prevent Viblu Inc. from seeking injunctive or equitable relief to protect its rights. Users can assert claims in small claims court on an individual basis.
(e). If this arbitration agreement is void, unenforceable, or unlawful, the void part will be severed, without affecting the remaining provisions. Your rights in case of a breach are limited to money damages, not injunctive relief.
(f). Your remedies for a breach of this agreement are limited to money damages; injunctive relief is not available.
- DISPUTE RESOLUTION. FOR ALL PARTIES, REGARDLESS OF THEIR USE OF VIBLU INC.’S SITE OR SERVICES, CLAIMS MUST BE PURSUED INDIVIDUALLY, NOT AS PART OF A CLASS ACTION OR REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND UNLESS OTHERWISE AGREED UPON, THE ARBITRATOR CANNOT CONSOLIDATE CLAIMS. YOU AND VIBLU INC. AGREE THAT THE ARBITRATOR MAY AWARD RELIEF ONLY TO INDIVIDUAL CLAIMANTS AND ONLY TO THE EXTENT NECESSARY TO ADDRESS YOUR INDIVIDUAL CLAIM(S). ANY RELIEF GRANTED WILL NOT IMPACT OTHER USERS. BY ENTERING THIS AGREEMENT, YOU AND VIBLU INC. WAIVE THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN CLASS ACTIONS OR REPRESENTATIVE PROCEEDINGS.
- GOVERNING LAW. THIS AGREEMENT IS GOVERNED BY THE LAWS OF THE STATE OF GEORGIA, EXCLUDING CONFLICT OF LAWS RULES. BOTH PARTIES ACKNOWLEDGE THAT THIS AGREEMENT INVOLVES INTERSTATE COMMERCE. REGARDLESS OF THE APPLICABLE STATE LAW, THE FEDERAL ARBITRATION ACT (9 U.S.C. §§ 1-16) (“FAA”) GOVERNS THE ARBITRATION AGREEMENT IN SECTION 11 AND PREEMPTS STATE LAWS TO THE FULLEST EXTENT ALLOWED. IF THE FAA DOES NOT APPLY TO AN ISSUE ARISING FROM THE ARBITRATION AGREEMENT, IT WILL BE RESOLVED UNDER YOUR STATE’S LAW. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY. FOR ACTIONS WHERE VIBLU INC. SEEKS INJUNCTIVE OR EQUITABLE RELIEF, YOU CONSENT TO THE EXCLUSIVE JURISDICTION OF FEDERAL AND STATE COURTS IN ATLANTA, GEORGIA. ATLANTA, GEORGIA COURTS ARE THE EXCLUSIVE VENUE FOR APPEALS OF ARBITRATION AWARDS OR TRIAL COURT PROCEEDINGS IF SECTION 11’S ARBITRATION AGREEMENT IS UNENFORCEABLE.
(a). Assignment. THIS AGREEMENT AND ITS RIGHTS AND LICENSES CAN BE ASSIGNED BY VIBLU INC. WITHOUT RESTRICTIONS BUT NOT BY YOU WITHOUT PRIOR WRITTEN CONSENT. IF YOU REQUEST, WE’LL HELP TRANSFER YOUR CONTENT FROM THE SITE TO A SUCCESSOR’S USER ACCOUNT DURING REORGANIZATION, MERGER, CONSOLIDATION, OR SALE OF YOUR STOCK OR ASSETS.
(b). Notice and Changes. VIBLU INC. MAY NOTIFY YOU VIA EMAIL, HARD COPY, OR ON THE SITE. WE’RE NOT RESPONSIBLE FOR EMAIL FILTERING YOU OR YOUR NETWORK PROVIDER MAY APPLY TO OUR NOTICES.
(c). Further Actions. YOU AGREE TO TAKE ACTIONS REQUIRED BY LAW TO SUPPORT THIS AGREEMENT’S PURPOSE. YOU’LL PROVIDE CHAIN-OF-TITLE DOCUMENTS FOR YOUR CONTENT UPON REQUEST, WITHOUT LIMITING YOUR REPRESENTATIONS AND OBLIGATIONS UNDER THIS AGREEMENT.
(d). Entire Agreement; Severability; Usage. THIS AGREEMENT, INCLUDING ANY AMENDMENTS AND ADDITIONAL AGREEMENTS, IS THE ENTIRE AGREEMENT BETWEEN YOU AND VIBLU INC. REGARDING THE SITE AND SERVICES. IF A COURT FINDS ANY PART OF THIS AGREEMENT INVALID, THE REMAINING PARTS REMAIN VALID. TERMS DEFINED IN SINGULAR OR PLURAL FORMS HAVE THE SAME MEANING IN THEIR ALTERNATE FORMS. “INCLUDE,” “INCLUDES,” AND “INCLUDING” ARE NOT LIMITING TERMS.
(e). No Waiver. WAIVING A TERM IN THIS AGREEMENT DOESN’T WAIVE IT OR OTHER TERMS IN THE FUTURE. FAILURE TO ENFORCE RIGHTS UNDER THIS AGREEMENT DOESN’T WAIVE THOSE RIGHTS.
(f). Relationship. VIBLU INC. PROVIDES THE SITE AND SERVICES WITHOUT ACTING AS A FIDUCIARY. YOU, CHANNELS, AND VIBLU INC. ARE INDEPENDENT CONTRACTORS. THIS AGREEMENT DOESN’T CREATE AGENCY, FIDUCIARY, PARTNERSHIP, JOINT VENTURE, EMPLOYER/EMPLOYEE, OR FRANCHISER/FRANCHISEE RELATIONSHIPS BETWEEN VIBLU INC. (OR CHANNELS) AND YOU.
(g). Channels as Third Parties. IF YOU SHARE YOUR CONTENT VIA THE SERVICES, CHANNELS ARE THIRD-PARTY BENEFICIARIES OF THIS AGREEMENT. THEY CAN RELY ON YOUR REPRESENTATIONS, WARRANTIES, AND INDEMNITIES FOR YOUR CONTENT.
(h). Bankruptcy. IN CASE OF BANKRUPTCY, YOUR CONTENT’S LICENSED RIGHTS ARE CONSIDERED “INTELLECTUAL PROPERTY” UNDER THE BANKRUPTCY CODE. VIBLU’S CONTINUED ENJOYMENT OF THESE RIGHTS IS CRUCIAL. IN CASE OF VIBLU’S BANKRUPTCY, WE MAY ASSUME THIS AGREEMENT AND ASSIGN IT.
(i). Contact. REFER TO OUR HELP CENTER FOR QUESTIONS REGARDING THIS AGREEMENT.