All artists (hereinafter "Artist" or "you") enrolled in the iRiffs™ Program are completely bound by the terms and conditions set forth in this Terms and Conditions Agreement ("Agreement"). RiffTrax & Legend Films, Inc. (hereinafter "RiffTrax") reserves the right to terminate the Agreement and/or withhold payment from any Artist that violates this Agreement
The parties hereto, in consideration of the mutual obligations set forth hereinafter and intending to be legally bound, hereby agree as follows:
Purpose. RiffTrax and Artist hereby agree to enter into an agreement whereby Artist will submit content to RiffTrax's iRiffs Program. RiffTrax shall provide Artist with a venue to showcase Artist’s work comprised of stand-alone commentary tracks, videos with embedded commentary tracks, and other humorous or scholarly content ("Content") to be featured on the RiffTrax website. RiffTrax will pay Artist based upon the revenue generated from the Content as set forth in this Agreement.
Program Participation. Participation in the Program is subject to Artist's continued compliance with the Program Policies which are set forth below, or such other Program Policies (whether provided via a URL or otherwise) as RiffTrax may provide or make available to Artist from time to time. Artist agrees that RiffTrax may supply Content on RiffTrax.com or via a third-party distributor and/or RiffTrax partner site ("Site"). If Artist is an individual, Artist must be 18 years or older to participate in this program and by participating in this program, Artist is confirming that they meet this requirement.
Program Policies. Upon execution of this Agreement, Artist agrees to:
Comply with the technical specifications provided by RiffTrax and the Content Requirements set forth below to ensure proper display of the Content on the Site.
Provide accurate information for display on the Artist’s Product Page on the RiffTrax site, keep such information current, and fill out all online forms completely and accurately
Not engage in, and shall not authorize or encourage any third party to: (i) to distribute in any medium any part of the Site, including but not limited to User Submissions (defined below), without RiffTrax's prior written authorization; (ii) upload any Content that may infringe on the rights of others; (iii) upload any material that may be overly offensive to RiffTrax users as soley determined by RiffTrax; or (iv) act in any way that violates any Program Policies posted on the RiffTrax Web Site, as may be revised from time to time. Violation of any of the foregoing may result in immediate termination of this Agreement and Artist's participation in the iRiffs program.
Non-exclusive Distribution. All Content provided to RiffTrax is done so on a non-exclusive basis. Artist is free to sell and distribute Content in any other means and through any other media.
Payments and Reporting. For each quarter or portion thereof in which you participate in the iRiffs Program, RiffTrax will make a payment to you based upon 50% of the net revenue generated via the Content, as determined by RiffTrax ("Artist Payment"). You will have access to an online reporting tool to view activity generated by your Content.
RiffTrax will pay Artist Payment for the previous quarter's activity within forty-five (45) days of the end of each quarter, subject to a minimum payment of U.S. $25.00. If the amount earned by Artist’s Content is less than $25.00, then such balance will be carried forward to the next quarter. Only once the amount due reaches $25, will RiffTrax issue a payment to Artist.
We reserve the right to withhold payment to you in the event of any suspected or actual violation of this Agreement or part thereof, or other policy or guideline established by RiffTrax in connection with the iRiffs Program. You agree to forfeit and/or have offset any payments made which are determined by RiffTrax to have been generated in violation of this Agreement or other policy or guideline established by RiffTrax in connection with the iRiffs Program.
You agree to pay all applicable taxes, including any applicable VAT or other similar taxes, imposed by any government entity in connection with your participation in the iRiffs Program. You are solely responsible for providing and maintaining accurate contact and payment information in connection with your participation in the iRiffs Program. U.S. taxpayers must provide, among other information, a valid U.S. tax identification number and a fully completed Form W-9. Non-U.S. taxpayers may have to complete Form W-8 or other form, which may require a valid U.S. tax identification number, or a signed certification that the taxpayer does not have U.S. activities.
Any questions or claims regarding any charges or payments must be raised with us in writing within sixty (60) days after the date of such charges or payments, or else the charges or payments will be deemed final and will not be subject to any further claims or disputes. No refunds, credits or other billing adjustments will be made if a question or dispute is not asserted in writing within sixty (60) days of the applicable charges or payments. Payment shall be calculated solely based on records maintained by RiffTrax. The acceptance of any payment by you due hereunder shall be deemed the accord and satisfaction of such payment and you waive any right to claim any additional amount beyond the amount you were paid for that payment.
Your User Submissions and Conduct
As an iRiffs account holder you may submit video content ("User Videos") and textual content ("User Comments"). User Videos and User Comments are collectively referred to as "User Submissions." You understand that whether or not such User Submissions are published, RiffTrax does not guarantee any confidentiality with respect to any User Submissions.
You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with User Submissions, you affirm, represent, and/or warrant that: you own or have the necessary licenses, rights, consents, and permissions to use and authorize RiffTrax to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Submissions to enable inclusion and use of the User Submissions in the manner contemplated by the Site and these Terms and Conditions.
For clarity, you retain all of your ownership rights in your User Submissions. However, by submitting User Submissions to RiffTrax, you hereby grant RiffTrax a worldwide, non-exclusive, royalty-free (except for any Artist Payments), sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Submissions in connection with the RiffTrax Site and RiffTrax's (and its successors' and affiliates') business, including without limitation for promoting and redistributing part or all of the RiffTrax Site (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the RiffTrax Site a non-exclusive license to access your User Submissions through the Site, and to use, reproduce, distribute, display and perform such User Submissions as permitted through the functionality of the Site and under these Terms and Conditions. The above licenses granted by you in User Videos terminate within a commercially reasonable time after you remove or delete your User Videos from the iRiffs Program. You understand and agree, however, that RiffTrax may retain, but not display, distribute, or perform, server copies of User Submissions that have been removed or deleted. The above licenses granted by you in User Comments are perpetual and irrevocable.
In connection with User Submissions, you further agree that you will not submit material that is copyrighted, protected by trade secret or otherwise subject to third-party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant RiffTrax all of the license rights granted herein.
You further agree that you will not, in connection with User Submissions, submit material that is contrary to the RiffTrax Program Policies which may be updated from time to time, or contrary to applicable local, national, and international laws and regulations.
RiffTrax does not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and RiffTrax expressly disclaims any and all liability in connection with User Submissions. RiffTrax does not permit copyright infringing activities and infringement of intellectual property rights on its Website, and RiffTrax will remove all Content and User Submissions if properly notified that such Content or User Submission infringes on another's intellectual property rights. RiffTrax reserves the right to remove Content and User Submissions without prior notice.
Termination. Artist may terminate this Agreement, or cancel the participation in the Program, with or without cause at any time. RiffTrax may at any time without notice, in its sole discretion terminate this Agreement, or suspend or terminate the participation of any Artist under this Agreement for any reason whatsoever, with or without cause. In addition, RiffTrax reserves the right to terminate this Agreement or cancel participation in the Program of any Site without notice where such Site has not generated any revenue on Content (as measured by RiffTrax) for a period of two (2) months. Upon termination of this Agreement for any reason, the sections entitled Confidentiality, No Guarantee, No Warranty, Limitations of Liability, Indemnification, No Rights Granted shall survive.
Confidentiality. Artist agrees not to disclose RiffTrax's Confidential Information without RiffTrax's prior written consent. "RiffTrax Confidential Information" includes without limitation: (a) all RiffTrax software, technology, programming, technical specifications, materials, guidelines and documentation relating to the Program; and (b) any other information designated in writing by RiffTrax as "Confidential" or an equivalent designation. It does not include information that has become publicly known through no breach by Artist or RiffTrax, or information that has been (i) independently developed without access to RiffTrax Confidential Information as evidenced in writing; (ii) rightfully received by Artist from a third party; or (iii) required to be disclosed by law or by a governmental authority.
No Guarantee. RiffTrax makes no guarantee regarding the level of revenue generated from sales or rental of the Content, the timing or prominence of display of any Content, or the amount of any payment to be made to Artist under this Agreement.
No Warranty. RIFFTRAX MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO ADVERTISING DISTRIBUTION AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE.
Limitations of Liability; Force Majeure. EXCEPT FOR ANY INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER OR ARTIST'S BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS AND/OR PROPRIETARY INTERESTS, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND (ii) RIFFTRAX'S AGGREGATE LIABILITY TO ARTIST UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE NET AMOUNT PAID BY RIFFTRAX TO ARTIST DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE. Neither party will be entitled to make any claim nor commence any proceedings arising out of any transactions pursuant to this Agreement unless the same is brought within one (1) year from the date the cause of action arose. Each party acknowledges that the other party has entered into this Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties. Without limiting the foregoing and except for payment obligations, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, and power failures.
Publicity. Artist agrees that RiffTrax may use Artist's name and logo (if any) in presentations, marketing materials, press materials, customer lists, financial reports and Web site listings of customers/partners and therefore grants RiffTrax a limited license to use Artist's logo in accordance with the foregoing.
Representations and Warranties. Artist represents and warrants that (a) all of the information provided to RiffTrax in connection with this Agreement is correct and current; and (b) Artist is the owner of the Content or that Artist is legally authorized to act on behalf of the owner of such Content for the purposes of this Agreement and the Program; and (c) Artist has all necessary right, power and authority to enter into this Agreement and to perform the acts required of Artist hereunder. Artist further represents and warrants that all Content and any and all material submitted to RiffTrax: (i) complies with all applicable laws, statutes, ordinances and regulations; (ii) does not breach and has not breached any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; and (iii) is not pornographic, hate-related or otherwise violent or illegal in content.
Indemnification. Artist agrees to indemnify, defend and hold RiffTrax, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g. relevant advertisers, syndication partners, licensors, licensees, consultants and contractors) harmless from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), arising out of, related to this Agreement or which may arise from Artist's enrollment in the Program, use of the Site, and/or its breach of any term of this Agreement
Information Rights. RiffTrax may share aggregate (i.e., not personally identifiable) information about Artist with advertisers, business partners, sponsors, and other third parties.
No Rights Granted. Artist acknowledges that any and all of the trademarks, trade names, copyrights, patents, and other intellectual property rights utilized by RiffTrax in connection with the performance of this Agreement will be and remain the sole property of RiffTrax. Artist acknowledges that no rights or licenses are granted with respect to any of the foregoing under this Agreement.
Entire Agreement. This Agreement and any Exhibits identified herein or referenced and made a part of this Agreement by Artist's requirement to review revisions or updates to this Agreement (for example at a URL provided by RiffTrax) constitute the whole agreement between the parties with respect to the subject matter hereof. Artist hereby acknowledges that it has not relied on any prior or contemporaneous representations, written or oral, not set forth in this Agreement with respect to any matter related to the interpretation or performance of this Agreement
Copyright / Digital Millennium Copyright Act. The Digital Millennium Copyright Act of 1998 ("DMCA") provides recourse for copyright owners who believe that their rights under U.S. copyright law have been infringed on the Internet. Under the law, copyright owners who believe that their rights have been infringed by unauthorized use of their protected works appearing online may contact the service provider hosting the material in question, directly or through their authorized agents, and request that the infringing material be removed or access to it disabled. RiffTrax takes allegations of copyright infringement very seriously. If you believe in good faith that RiffTrax is the hosting service provider of material that infringes your copyright, you may submit a written notification of claimed infringement to RiffTrax's designated agent:
DMCA Designated Agent
12230 El Camino Real Suite 300
San Diego, CA 92130
NOTE: No other notices or communications should be sent to the designated agent, who is appointed solely for the purpose of receiving notices of copyright claims under the DMCA. Specific requirements for proper notification of claimed infringement are set forth in the DMCA (see 17 U.S.C. § 512(c)(3)). Valid notification must be a written communication that includes all of the following elements: Signature of copyright owner or person authorized to act on behalf of the owner;
Identification of copyrighted work claimed to be infringed;
Identification of the material claimed to be infringing or to be the subject of infringing activity and information reasonably sufficient to permit the service provider to locate the material;
Information reasonably sufficient to permit the service provider to contact the complaining party (address, phone number and, if available, email address);
A statement that the complaining party has a good faith belief that use of the material in the manner complained is not authorized by the copyright owner, its agent, or the law;
A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of the exclusive right allegedly being infringed.
Please be aware that there are substantial penalties for false claims. This information should not be construed as legal advice. RiffTrax advises that you seek independent legal counsel before filing a notification. For further information about the DMCA, please visit the Website of the U.S. Copyright Office at: http://www.copyright.gov/onlinesp.
Miscellaneous. This Agreement shall be governed by the laws of California except for its conflicts of laws principles. Any dispute or claim arising out of or in connection with this Agreement shall be adjudicated in San Diego County, CA. Modifications to this Agreement may be made by RiffTrax at anytime by updating the Terms and/or Program Policies on the RiffTrax Website. Artist agrees to monitor such changes and agrees that such modifications and updates are binding on Artist. The failure to require performance of any provision shall not affect a party's right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. If any provision herein is held unenforceable, then such provision will be modified to reflect the parties' intention, and the remaining provisions of this Agreement will remain in full force and effect. Artist may not resell, assign, or transfer any of its rights hereunder. Any such attempt may result in termination of this Agreement, without liability to RiffTrax. Notwithstanding the foregoing, RiffTrax may assign this Agreement to any affiliate at any time without notice. The relationship between RiffTrax and Artist is not one of a legal partnership relationship, but is one of independent contractors and that neither party has the authority to bind the by contract or otherwise.