CarbonTV Content Submission Terms and Conditions
This CarbonTV Content Contributing Partnership Agreement (“Agreement”) is entered into between Outdoor Hub, LLC doing business as Carbon Media Group, a Michigan limited liability company, whose registered office address is 30800 Telegraph Road Suite 4805 Bingham Farms MI 48025 (“Outdoor Hub”, “we”, “CMG”, “us” or “our”) and yourself/your entity (“Digital Media Producer”, “DMP”, “Partner”, “You” or “Your”), effective as of your execution and submission of this Agreement by typing your name, entity name, contact information, and title of person authorized to enter into this Agreement on behalf of the entity and clicking the “I Agree” box after reading this Agreement (the “Effective Date”), and/or effective by the incorporation of these terms through a separate agreement signed by yourself/your entity. You acknowledge that this Agreement is an enforceable contract and intended to be a signed writing with the same force and effect as a traditional paper document signed in ink. You and any entity that enter into this Agreement shall be jointly and severally liable for a breach of the terms and conditions of this Agreement.
1. ACCEPTANCE OF TERMS
In consideration of you accessing, using and/or contributing to “CarbonTV” to gain notoriety or for other purposes, or accessing, using, and/or contributing to any CMG products, software, data feeds, and services provided to You on, from, or through the CMG websites and any syndicated platform including widgets, mobile applications, e-mail, forum community seeding, banner ad units, RSS Feeds and anything related thereto that contains information, products, and/or Media Assets (defined below) directly or indirectly related to CMG including, without limitation, Media Assets (defined below) appearing on websites not owned or managed by CMG you signify your agreement to (1) this Agreement and (2) CarbonTV General Terms and Conditions found at http://www.carbontv.com/terms. In the event of a conflict this Agreement and Other Policies, the terms and conditions of this Agreement shall control.
“Media Assets” means any graphics, photographs, illustrations, other visuals, audio, video, copy, text, titles, Flash or Shockwave files, or other visual representations generated optically, electronically, digitally, or by any other means, or any other material protectable by copyright, trademark, patent, or other intellectual property right, and is used to generate value in accordance with this Agreement by being posted, linked to, displayed, embedded or otherwise made visible on the Site or other websites or media outlets as the case may be.
“Concept Submission” means any idea developed in whole, in part or not at all that is submitted to Carbon Media Group for the purpose of a potential partnership agreement between You and CMG. Such assets may or may not include pre produced material.
“Pilot Testing” means the act by which CMG receives Media Assets or a Concept Submission and is allowed a period of sixty (60) days to publicly or privately test against user groups and/or advertisers whereby the goal is to obtain the needed information for CMG to properly evaluate a partnership opportunity.
“Service, Services” means the acts by CMG that provide value directly or indirectly to You by a means of utilizing resources, intellectual property, tools, syndications, or any other asset that is owned in whole, in part or not at all by CMG for Your benefit, Media Assets or Concept Submissions.
3. MODIFICATIONS OF THIS AGREEMENT
CMG reserves the right, at its sole discretion, to modify or replace this Agreement at any time by notifying you as provided in this Agreement, provided that no notice shall be required for non-substantive changes to this Agreement. If we substantively amend this Agreement, we will give you at least seven (7) days’ notice before the changes take effect, during which period of time you may reject the changes by terminating your account. Use of the Service by you following such notification constitutes your acceptance of this Agreement as modified.
4. RIGHTS OF CONFIDENIALITY
All Concept Submissions fully developed by You and presented to CMG by You are not to be shared by CMG with any other Digital Media Producer for a minimum of six (6) months. Once a Concept Submission is delivered to CMG for consideration of partnership the Digital Media Producer shall remain confidential about the Concept Submission as well as any further dealings with CMG until such point (A) CMG notifies the DMP in writing that a partnership on the Concept Submission has expired, or (B) sixty (60) days have passed from the date of Concept Submission. Such a period is necessary for CMG to evaluate the opportunity. You agree to remain confidential in perpetuity about all dealings with CMG including but not limited to negotiation terms, payment rates, advertising rates or any other information that is considered private business dealings between You and CMG. CMG retains the right to review any Concept Submission with internal staff and advertising clients (existing, past, or potential) for the purpose of evaluating the value of a partnership between the DMP and CMG.
You hereby understand and agree that CMG obtains many Content Submissions that may or may not have a similar plot, storyline or otherwise like concept to Your Content Submission. Therefore, You agree to hold CMG harmless should CMG partner, produce or otherwise bring to market a Content Submission that is similar to Your Content Submission unless it can be proven in a Michigan court of law beyond any doubt that CMG violated the Confidentiality of this Agreement.
You agree that the right of confidentiality imposed on CMG with regards to the Concept Submission becomes void once Pilot Testing begins or in the event any Media Assets provided by you are distributed to the public for purposes of audience testing or advertiser review. CMG shall not be held liable in the event a provided Media Asset used in audience testing or advertiser review is shared beyond Carbon Media Groups intent and/or control. You understand and agree to remain confidential about all dealings with CMG, including but not limited to the Your participation in creating the Media Assets as outlined herein section titled Pilot Testing Terms.
5. PILOT TESTING TERMS
Unless outlined in a separate agreement between You and CMG it is understood that the following terms shall apply before, during and after Pilot Testing takes place:
- It is understood and agreed to that Pilot Testing may last for a duration of 60 days upon Media Asset delivery to CMG.
- Any material provided by You to CMG for review is understood by You that CMG has the right, but is in no way required, to publicly and privately Pilot Test which may include, but is not limited to, user focus groups and advertisers feedback.
- During Concept Submission, Pilot Testing, and for a period of 30 days after Pilot Testing is complete You agree to remain confidential about all dealings with CMG as well as all aspects surrounding the Concept Submission and Pilot Testing in addition to Your commitments to confidentiality as listed herein section 3. Rights of Confidentiality.
- Once Pilot Testing begins You agree to be exclusive, digitally and non-digitally, to CMG for a period of 30 days after Pilot Testing is complete. You agree not to share any part of the Media Assets (in whole, in part, or not developed) including any part of the concept online or offline. Such exclusivity protects the interests of CMG whereby significant efforts are being put forth by CMG to potentially bring the Media Assets to market.
- Once Pilot Testing begins You agree to allow CMG the right of first refusal on a further production partnership. This right shall extend up to 30 days after Pilot Testing.
- You agree that all material submitted by You for Pilot Testing is owned and/or fully licensed by You. You agree that all proper filming documents and permits including but not limited to talent agreements, wavers, filming permits and copyright licenses have been properly obtained. You agree to hold harmless and protect CMG from any legal action, copyright complaints or any other action that otherwise harms CMG.
- CMG agrees that You own all content and intellectual property surrounding the material submitted for Pilot Testing barring any other agreement drafted between You and CMG that states otherwise.
6. NON-ORIGINAL CONTENT SUBMISSIONS
It is understood that CMG works with content producers to re-syndicate previously produced content. You here by understand and agree to the following terms when submitting such content to CMG for consideration of partnership:
- CMG is allowed to post and publicly receive feedback on any asset you submit prior to signing any contract between You and CMG.
- You agree to indemnify and hold harmless CMG and all it’s employees, owners and successors for any content you submit.
- You understand and agree that all content submissions must not violate including but not limited to any copyright or trademark laws, talent agreements or intellectual property rights, and if such violations are found to be true you agree to notify CMG, hold harmless CMG and will commit to rectifying any losses incurred by CMG.
- Due to the nature of internet content sharing You grant CMG a perpetual royalty free usage right to any content submitted to CMG outside any contract created between you and CMG. For the protection of CMG and its owners, officers, managers, employees and contractors this term of perpetual right shall never be altered, infringed and shall always supersede any contract, agreement or terms stated verbally or written.