THAT SANTA GUY
A. THE SERVICES; AUTHORIZATION TO USE:
YOU AGREE THAT DISPUTES (EXCEPT FOR CERTAIN TYPES OF DISPUTES DEFINED IN PARAGRAPH AA BELOW) BETWEEN YOU AND TSG, ITS PARENTS, AFFILIATES, OR ASSIGNS WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. YOU MAY OPT-OUT OF THIS AGREEMENT TO ARBITRATE BY FOLLOWING THE PROCEDURES DESCRIBED IN THE ARBITRATION SECTION AA BELOW.
B. CONTENT: “Content” shall mean: any text, messages, ideas, concepts, pitches, suggestions, stories, screenplays, treatments, formats, artwork, photographs, drawings, graphics, videos, and all forms of audiovisual works and recordings, and each element contained therein, including, without limitation, any and all copyright and other intellectual property rights thereto, as well as all original materials created by You which are incorporated therein, including, without limitation, all artwork, dialogue, literary material, music and musical compositions (including lyrics), sound recordings, characterizations, interactive features, Your and/or other persons’ names, likenesses, voices, usernames, profiles, actions, appearances, performances and/or other biographical information or material, and/or other similar materials that are submitted, posted, uploaded, embedded, displayed, distributed, communicated or otherwise added to or through the Services.
C. PERPETUAL ROYALTY-FREE, EXCLUSIVE WORLDWIDE GRANT OF RIGHTS: By adding or uploading Content to TSG either to or through the Services, You are transferring ownership of the Content to TSG, ED TAYLOR, and its subsidiaries, affiliates, licensees, successors and assignees (all collectively referred to herein as “ED TAYLOR”). Said transfer irrevocably grants ED TAYLOR (for use in the Program or any program or use) the sole and exclusive worldwide ownership of all right, title and interest , (fully-paid, royalty-free, licensable and transferable (in whole or part) in and to this Content and all elements thereof and the fully-paid, royalty-free, licensable and transferable (in whole or part) worldwide license to all embedded third-party copyrights, trademarks, patents, trade secrets, privacy and publicity rights and other intellectual and industrial property rights that You own or control, to use, reproduce, transmit, display, exhibit, distribute, index, comment on, modify, edit, adapt, translate, create derivative works based upon, perform and otherwise exploit such Content, in whole or in part, in ED TAYLOR’s sole discretion, in all media formats and channels now known or hereafter devised (including, but not limited to, on websites, cable and broadcast television networks and stations, on broadband and wireless platforms, products and services, on physical media, and in theatrical release) for any and all purposes including, without limitation, entertainment, news, advertising, promotional, marketing, publicity, trade or commercial purposes, all without further notice to You or the foregoing third-party(ies), with or without attribution, and without the requirement of any permission from or payment to You or to any other person or entity.
E. NAME AND LIKENESS: Without limiting the foregoing grant of rights, You understand and agree that Your grant also includes the right to use Your name, voice, likeness, biographical information, appearance and performance in and in connection with the Content or video and/or the Programs, as “Programs” is defined below (collectively, the “Personal Rights”). Your grant includes use of Your Personal Rights and any use ED TAYLOR may make of the Content, including, without limitation, any use of the Content in and/or in connection with, any version of “That Santa Guy,” use in the That Santa Guy, and/or any other program(s), format(s), production(s), commercials, commercial tie-ins, product endorsements, licensing, product merchandising and/or merchandising of any kind, whether or not related to “That Santa Guy,” and also includes, without limitation, the right to use the Content and the Personal Rights to publicize, advertise and promote any and all of the Programs and/or broadcaster’s or other applicable exhibitor’s or transmission entity’s respective programs, products or services, including, inter alia, transmission by satellite and over the Internet (collectively the “Programs”) in any and all media, whether now known or hereafter devised, including, without limitation, all forms of home video (including, but not limited to, videocassettes, DVDs, digital recordings or transmission, etc.); theatrical motion pictures; compilations; printed media; the Internet, websites and any and all digitized versions (including, without limitation, any sponsored or commercial use in connection with online banner, “pre roll,” “post roll,” and/or targeted advertising, graphic overlays and watermarking (and any other modifications or edits to the Content itself) digital and electronic devices (including, but not limited to gaming devices such as entertainment stations and handheld devices, such as, Nintendo, Playstation, Xbox, Gameboy, DS, PSP, cell phones, tablets, etc.); all new media and future technologies and all forms of television, (e.g., free, pay, pay-per-view, cable, satellite, OTT or otherwise) throughout the universe in perpetuity and in any and all advertising, publicity and promotion relating to any of the foregoing (all of the foregoing, collectively, “Commercial Rights”). You also understand and agree that ED TAYLOR may sell, assign or license the rights hereunder (in whole or in part) to any third party in its sole discretion and without providing any further consideration or notice to You.
F. YOUR PERSONAL USE: Further to the foregoing, ED TAYLOR grants to You a limited, nontransferable, noncommercial, personal use license in the Content for the purpose of personal use, including using the Content in Your personal social networking account(s) online (which should be set to private). This personal use license permits Your use of the Content in connection with no more than one (1) account per social networking site. This license does not in any way permit You to license, sell, transfer, or otherwise commercialize or monetize the Content with any third-party, including without limitation exhibiting and/or distributing the Content except as described in this paragraph, and/or using the Content or any portion thereof as a submission to any third-party contests.
To the extent that ED TAYLOR solicits Content through features or activities on or through the Services (including games, sweepstakes, contests, promotions and the like) that require the use of its copyrighted works (in whole or in part), ED TAYLOR hereby grants You a non-exclusive license to create a derivative work using ’s its copyrighted works (in whole or in part) as required (but only as required, and only for the purpose of creating Your Content); provided however, that such license shall be conditioned upon Your assignment of all rights in the work You create to ED TAYLOR. If such rights are not assigned to ED TAYLOR, Your license to create derivative works using ED TAYLOR’s copyrighted works (in whole or in part) shall be null and void. You agree to the foregoing grant of rights, consents, agreements and assignments whether or not Your Content is used by ED TAYLOR or TSG.
In the event that TSG offers downloads of software on the site and You download such software, the software, including any files, images incorporated in or generated by the software, and data accompanying the software (collectively, the “Software”) are licensed to You by ED TAYLOR or third-party licensors for Your limited, personal, noncommercial home use only. ED TAYLOR does not transfer title to the Software to You. Except as permitted under applicable law, You may not distribute or otherwise exploit the Software or decompile, reverse engineer, disassemble, adapt it, or otherwise reduce the Software to a human-readable form, except to the extent permitted by applicable law.
I. TIME LIMITATION ON CLAIMS: You agree that any claim you may have arising out of or related to your use of the Services or relationship with TSG and/or ED TAYLOR, must be filed within one year after such a claim arose; otherwise, Your claim is permanently barred.
The Services are operated and provided by ED TAYLOR, having a mailing address of P.O. Box 1326, Ashland, OR 9720. If TSG have any questions about these Terms, please contact TSG at help@ThatSantaGuy.com.
K. REPRESENTATIONS AND WARRANTIES:
- You warrant that You have not submitted or granted the rights to the Content to any third party, including without limitation, any television or media entity or to any website or internet provider, except by private transmission to Your family solely for their own private use and with no other rights granted to the Content.
- To the extent that any Content You add or upload through the Services contains original songs or recordings, You hereby represent that You are either a member of ASCAP, BMI, SESAC or other applicable mechanical performing rights and/or copyright owners society and that You have the right to license to ED TAYLOR at no cost, all musical compositions (including lyrics) and the sound recordings, or that otherwise the sound recordings contained in such Content are available for licensing to ED TAYLOR (and its subsidiaries, affiliates, licensees, distributors, agents, representatives and other authorized users) directly from such societies, or that You otherwise may grant ED TAYLOR all such rights. Notwithstanding the foregoing, regardless of whether You are a member of any rights society, You grant the foregoing license and rights with respect to each and every musical composition in which You have the authority or right to grant such rights (including lyrics) and sound recordings contained in such Content. In the event You cannot grant such rights to the sound recordings You agree that ED TAYLOR may remove the Content from the site or alter the Content to remove and/or replace the sound recordings at TSG’s sole election.
L. INDEMNIFICATIONS: You hereby agree to indemnify, defend and hold ED TAYLOR, and its affiliates, licensees, grantees, successors and assignees, the Program(s) broadcasters, and the respective officers, directors, employees and representatives of each of the foregoing entities, companies, and organizations and any and all other related person(s) or entity(ies), harmless against any and all losses, claims, debts, demands, liabilities, attorneys’ fees and expenses, and all other damages or costs arising from or related to: a) any breach of the representations or warranties made herein or the falsity of any of such representations or warranties, including, without limitation, any and all claims by third parties that their signature(s) has or have been forged or otherwise obtained by any improper means, and b) the use by grantees of any of the rights and permissions You have granted herein, and c); and any act or omission by You in connection with Your submissions or application for or an appearance in the Program.
M. DISCLAIMERS: ED TAYLOR and TSG cannot and do not assume any liability from user Content posted to the site. Use of the TSG website and the Services it provides are at Your sole risk. ED TAYLOR and TSG cannot and will not guarantee up-time, accuracy of content, or future features, although ED TAYLOR will strive to meet its own exacting standards and will encourage the community to be self-policing. The Services are in continuing revision and improvement, so bugs and errors should be expected occasionally and reported to help@ThatSantaGuy.com. Downloading any content from the site will be done at Your own risk and ED TAYLOR and TSG are not responsible for any harm that may be done to Your computer. Special needs users should consult their physician before using the site. ED TAYLOR and TSG are not responsible for any defamatory, unlawful, pornographic, or otherwise offensive or infringing material that You may find while navigating the TSG website. ED TAYLOR is not required to screen any Content on the TSG website but reserve the right to remove or edit any Content without prior notification at any time. TSG encourages You to report infractions or infringing content to help@ThatSantaGuy.com. ED TAYLOR and TSG are not responsible for any loss of data from failure of TSG’s computer systems, storage systems or for any other reason. Members should create back-up copies of their information and submissions in case any TSG data is lost or removed at any time.
SUBJECT TO APPLICABLE LAW, THE CONTENT ON OR OTHERWISE RELATED IN ANY WAY TO THE SITE, THE SERVICES, ED TAYLOR AND/OR TSG SITES OR ANY THIRD PARTY SITES OR SERVICES LINKED TO OR FROM THE SITE IS PROVIDED “AS IS” AND WITHOUT CONDITIONS OR WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, ED TAYLOR, DISCLAIM ALL CONDITIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, SUBJECT TO APPLICABLE LAW, THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, AVAILABILITY, SECURITY, COMPATIBILITY AND NONINFRINGEMENT. NEITHER ED TAYLOR NOR TSG WARRANT THAT ANY CONTENT WILL BE ERROR-FREE, THAT ACCESS THERETO WILL BE UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY TSG SERVICES, INCLUDING INTER ALIA, THE SITE OR THE SERVERS THAT MAKE SUCH CONTENT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, NOR FREE OF NEGLIGENCE. MOREOVER, SUBJECT TO APPLICABLE LAW, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. ED TAYLOR, TSG DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF ANY CONTENT. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. YOU HEREBY IRREVOCABLY WAIVE ANY CLAIM AGAINST ED TAYLOR, TSG WITH RESPECT TO CONTENT AND ANY CONTENT YOU PROVIDE TO THIRD PARTY SITES (INCLUDING CREDIT CARD AND OTHER PERSONAL INFORMATION), TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. PLEASE NOTE, HOWEVER, THAT THIS DOES NOT AFFECT YOUR STATUTORY RIGHTS AS A CONSUMER, IN PARTICULAR THE LEGAL WARRANTY FOR LATENT DEFECTS FOR USERS WHO ACCESS THE SITE IN CERTAIN JURISDICTIONS.
Reliance on any information appearing on an TSG website or Services is strictly at Your own risk. This site may contain the opinions and views of other users. Given the interactive nature of these sites/Services, TSG cannot endorse, guarantee, or be responsible for the accuracy, efficacy, or veracity of any Content generated by TSG’s users. The Content of the TSG site is intended for educational and entertainment purposes only. The content therein is not intended to, and does not, constitute legal, professional, medical or healthcare advice or diagnosis, and may not be used for such purposes.
N. LIMITATION OF LIABILITY: SUBJECT TO APPLICABLE LAW, UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL ED TAYLOR, ITS GROUP UNDERTAKINGS, ITS GROUP UNDERTAKINGS’ PARTNERS, LICENSORS OR LICENSEES, OR ANY OF THE FOREGOING ENTITIES RESPECTIVE RESELLERS, DISTRIBUTORS, SERVICE PROVIDERS OR SUPPLIERS, BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING LOST PROFITS, PERSONAL INJURY (INCLUDING DEATH) AND PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, THAT RESULT FROM (A) THE USE OF, OR THE INABILITY TO USE, THE SERVICES, THE SITE OR CONTENT, OR (B) THE CONDUCT OR ACTIONS, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SITE OR ANY OTHER PERSON OR ENTITY, EVEN IF ED TAYLOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUBJECT TO APPLICABLE LAW, IN NO EVENT SHALL ED TAYLOR’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE EXCEED THE AMOUNT PAID BY YOU, IF ANY, OR $100 (WHICHEVER IS LESS) FOR ACCESSING OR PARTICIPATING IN ANY ACTIVITY RELATED TO THE SERVICES. MOREOVER, SUBJECT TO APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL, ED TAYLOR, ITS LICENSORS OR LICENSEES, OR ANY OF THE FOREGOING ENTITIES RESPECTIVE RESELLERS, DISTRIBUTORS, SERVICE PROVIDERS OR SUPPLIERS, BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM AN ACT OF FORCE MAJEURE OR CAUSES BEYOND ED TAYLOR’S REASONABLE CONTROL.
SUBJECT TO APPLICABLE LAW, ED TAYLOR MAY TERMINATE YOUR FURTHER ACCESS TO THE SERVICES OR CHANGE THE SERVICES OR DELETE CONTENT OR FEATURES IN ANY WAY, AT ANY TIME AND FOR ANY REASON OR NO REASON WITHOUT LIABILITY.
WITH RESPECT TO USERS WHO ACCESS THE SITE IN CERTAIN JURISDICTIONS, THIS SECTION DOES NOT AFFECT YOUR STATUTORY RIGHTS AS A CONSUMER UNDER APPLICABLE LAW.
O. IMPERMISSIBLE CONDUCT: ED TAYLOR reserves the right at all times, in its sole discretion, to remove or refuse to distribute any Content on the Services and to terminate user profiles. ED TAYLOR also reserves the right to access, read, preserve, and disclose any information as it reasonably believe is necessary to comply with any applicable law, regulation, legal process or government request; enforce the Terms, including investigation of potential violations hereof; detect, prevent, or otherwise address fraud, security or technical issues; respond to user support requests; and/or protect the rights, property or safety of TSG, its Users and the public.
The following is a list of actions that Users are prohibited from doing in conjunction with the Users’ access or use of the Services:
Users shall not:
- post content (including, but not limited to, words, photos, and video clips) that contains the following:
- Defamatory, illegal or encouraging of illegal activities or the discussion of illegal activities, pornographic, violent, obscene, abusive material or material that ED TAYLOR finds objectionable due to any potential perceived liability;
- Trademark, copyright, or other intellectual property or identity rights infringements;
- Commercial solicitation
- Private information (credit card numbers, phone numbers, e-mail addresses, etc.);
- access, tamper with, or use non-public areas of the Services, ED TAYLOR’S computer systems, or the technical delivery systems of TSG’s providers;
- access or search or attempt to access or search the Services by any means other than through TSG’s currently available, published interfaces that are provided by TSG, unless the user has been specifically allowed to do so in a separate agreement with ED TAYLOR;
- probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
- impersonate another person or falsely state or otherwise misrepresent your affiliation or employment with a person or entity, or adopt a false identity if the purposes of doing so is to mislead, deceive, or defraud another;
- post unauthorized commercial communications (such as spam);
- collect Users’ content or information, or otherwise access the Services, using automated means (such as harvesting bots, robots, spiders, or scrapers) without ED TAYLOR’S prior permission;
- upload viruses or other malicious code, or use the Services to do anything unlawful, misleading, malicious, or discriminatory;
- solicit login information or access an account belonging to someone else;
- bully, intimidate, or harass any User;
- post content that is hate speech, threatening, or pornographic; incites violence; or contains nudity or graphic or gratuitous violence;
- display or produce any User Content that infringes or violates any intellectual property or other right of any entity or person, including, without limitation, copyrights, patents, trademarks, and laws governing trade secrets, rights to publicity or privacy;
- forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive or false source-identifying information; or
- interfere with, or disrupt, or attempt to interfere with or disrupt, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Services, or by scripting the creation of User Content in such a manner as to interfere with or create an undue burden on the Services.
P. THAT SANTA GUY OFFICIAL CONTESTS: If You wish to participate in one of the TSG contests, in addition to the potential to be on the Program, and any other TSG contest, You may do so through the TSG website, mobile app or other approved platform. In order to enter the contest, You must read and agree to the contest rules, which can be found there. Notwithstanding any other provisions of this site concerning ownership or submissions, all aspects of ED TAYLOR’S ownership and Your submission to the TSG contest will be governed by the TSG contest rules.
Q. ADVERTISING: TSG may offer advertisements and promotions on the Services or website. Interacting with these advertisers will be solely Your responsibility.
R. UNSOLICITED CONTENT: There are two types of Content: Solicited Content and Unsolicited Content. “Solicited Content” means Content (a) that TSG expressly requests or enables You to provide via any feature or activity on the site for ED TAYLOR’S review or display and/or distribution and possible specifically defined consideration or compensation explicitly offered by ED TAYLOR (collectively, “Consideration”) (such as prizes or other value in games, sweepstakes, contests and promotions, or the chance to have Your Content featured on the Program or any other ED TAYLOR program(s)); or (b) that You add to the site for which You do not seek Consideration. (See below for the special rules and conditions that apply to all contests, including the contest conducted through “That Santa Guy.”) “Unsolicited Content” is any and all Content that does not fall within subparagraphs (a) or (b) of this paragraph.
Supply of goods, services and software through the Services is subject to United States export control and economic sanctions requirements. By acquiring any such items through the Services, you represent and warrant that Your acquisition comports with and Your use of the item will comport with those requirements. Without limiting the foregoing, You may not acquire goods, services or software through the TSG Services if: 1) You are in, under the control of, or a national or resident of Cuba, Iran, North Korea, Sudan or Syria or if You are on the United States of America Treasury Department’s Specially Designated Nationals List or the United States of America Commerce Department’s Denied Persons List, Unverified List or Entity List or 2) You intend to supply the acquired goods, services or software to Cuba, Iran, North Korea, Sudan or Syria (or a national or resident of one of these countries) or to a person on the Specially Designated Nationals List, Denied Persons List, Unverified List or Entity List.
V. RELATIONSHIP OF THE PARTIES: If You are a director, officer or employee of ED TAYLOR, TSG, or their respective parent, subsidiary or affiliated companies or an immediate family member residing in the same household of any of the preceding persons, You must disclose this relationship when You establish Your account, upload Your Content or otherwise use the Services.
All of the TSG Services, trademarks, slogans, service marks, trade names, design including all logos, look and feel, headers, images, content, language, and slogans, data, and software are the proprietary property of TSG and VDBP and/or TSG’s partners, affiliates, licensors or licensees, and are subsequently protected by U.S. and international copyright laws. This Content cannot be used or copied without ED TAYLOR’S written consent. To request permission, contact help@ThatSantaGuy.com. Framing or iFraming the website is strictly prohibited.
ED TAYLOR may change the Services or delete content or features at any time, in any way, for any reason. Except as ED TAYLOR specifically agrees in writing, or as stated otherwise herein, no content from the site may be used, reproduced, transmitted, distributed or otherwise exploited in any way or on any other site, nor as part of a derivative work, except, that where the site is configured to enable the download of particular content, You may download one copy of such content to a single computer for Your personal, noncommercial home use only, provided that You (a) keep intact all copyright and other proprietary notices, (b) make no modifications to, and do not rent, lease, loan, sell, distribute, copy (except to create a single copy for Your own back-up purposes), or create any derivative works based on the site or the content, in whole or in part, and (c) do not use the content in an unlawful manner or in a manner that suggests an association with any of ED TAYLOR’S, TSG’S or their partners or affiliates products, services or brands. Any business use, re-mailing or high-volume or automated use of the site is prohibited.
W. CLAIMS OF COPYRIGHT INFRINGEMENT : If you believe that any Content infringes upon your copyrights, you may submit a notification pursuant to the “Take Down” Provision of the Digital Millennium Copyright Act (“DMCA”) by providing TSG’s Copyright Agent at copyrightclaim@TSG.com with the following information in writing (see 17 U.S.C. 512(c)(3) for further detail):
* A physical or electronic signature of the person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
* Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
* Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or the access to which is to be disabled, and information reasonably sufficient to permit ED TAYLOR to locate the material;
* Information reasonably sufficient to permit ED TAYLOR to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
* A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
* 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 an exclusive right that is allegedly infringed.
ED TAYLOR may at ED TAYLOR’S election give You notice that TSG has removed or disabled access to certain material by means of a general notice on the site, electronic mail to a user’s e-mail address in TSG’s records, or by written communication sent by first-class mail to Your physical address in TSG’s records. If You receive such a notice, You may provide counter-notification in writing to the designated agent that includes the information below. To be effective, the counter notification must be a written communication that includes the following:
* Your physical or electronic signature;
* Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
* A statement from You under the penalty of perjury that You have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
* Your name, physical address and telephone number, and a statement that You consent to the jurisdiction of a court for the judicial district in which Your physical address is located, or if Your physical address is outside of the United States, for any judicial district in which TSG and/or Fishbowl Worldwide Media may be found, and that You will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.
You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid.
Y. CONTENT OWNERSHIP ON WEBSITE: All content on the TSG website, excluding materials where authorship is clearly attributed to TSG (e.g., TSG’s blogs and news pages), is created by TSG’s members and ED TAYLOR takes no responsibility for the accuracy of reviews and other information. The community is self-policing. ED TAYLOR encourages its members to research the site and to report inappropriate content and any advertising language (commercial solicitation). At no time should a member post advertising content on their or others profiles. Violating this rule could result in Your profile being permanently deleted. Inappropriate content should be immediately reported to help@ThatSantaGuy.com.
There are a variety of places on the TSG website where members can post reviews, ratings, comments, and other content. Content should be honest and not defamatory or disparaging and should not infringe upon the intellectual property rights of third parties. Any form of spam or commercial solicitation is strictly prohibited. ED TAYLOR reserves the right to remove or edit Content as it deems necessary in its sole discretion. The community is self-policing, and inappropriate content can be reported at any time to help@ThatSantaGuy.com.
AA. ARBITRATION; NO CLASS ACTIONS
You may opt out of this agreement to arbitrate. If you do so properly, neither you nor ED TAYLOR can require the other to participate in an arbitration proceeding. To opt out, you must notify ED TAYLOR in writing within 30 days of the date that you first became subject to this arbitration provision. You must use this address to opt out:
P.O. Box 1326
Ashland, OR 97520
You must include your name and residence address, the email address and username you use for your TSG website account, and a clear statement that you want to opt out of this arbitration agreement.
If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration section will be null and void. This arbitration agreement will survive the termination of your relationship with TSG.
BB. EXCLUSIVE RELEASE AND GRANT OF RIGHTS
Without in anyway limiting the foregoing or without limiting anything contained herein, the person who owns the Content, further agrees to the following:
(PER CONTEST RULES A MINOR OWNER MUST BE AT LEAST 13 YEARS OF AGE)
In consideration of one or more of the following, such as the time and resources that TSG expends in evaluating the Content that You submitted to TSG , which is owned by You and/or in which You appear for possible inclusion in the Program or other ED TAYLOR use , for Your desire to gain exposure for Yourself and/or the Content” , for the opportunity to be considered to compete for any award thereon, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, You irrevocably grant to ED TAYLOR sole and exclusive ownership of all right, title and interest in and to the Content, (excluding any music owned by third parties, if any) regardless of the medium or method that You used to submit the Content to TSG, or the medium or method by which the recording was made.
Without limiting the foregoing grant of rights, You understand and agree that Your grant to ED TAYLOR specifically includes the exclusive right, license and permission to freely utilize and exploit the Content and/or any portion(s) thereof in any manner whatsoever. In addition You grant ED TAYLOR the right to use Your name, voice, likeness, biographical information, appearance and performance in and in connection with the Content and/or the Programs, as “Programs” is defined below (collectively, the “Personal Rights”). Your grant to ED TAYLOR includes use of Your Personal Rights and any use ED TAYLOR may make of the Content, including, without limitation, any use of the Content in and/or in connection with any version of the Program TSG, and/or any other program(s), format(s), production(s), compilation(s), service(s), licensing, and/or exploited as an individual clip or part of a larger compilation of clips or portions or elements thereof, commercials, commercial tie-ins, product endorsements, product merchandising and/or merchandising of any kind, whether or not related to “That Santa Guy,” and also includes, without limitation, the right to use the Content and the Personal Rights to publicize, advertise and promote the Content and/or any and all of the Programs and/or broadcaster’s or other applicable exhibitor’s or transmission entity’s respective programs, products or services, including transmission by satellite and over the Internet (collectively the “Programs”) in any and all media, whether now known or hereafter devised, including, without limitation, all forms of home video (including, but not limited to, videocassettes, DVDs, digital recordings or transmission, etc.); theatrical motion pictures; compilations; printed media; the Internet, websites and any and all digitized versions (including, without limitation, any sponsored or commercial use in connection with online banner, “preroll,” “postroll,” and/or targeted advertising, graphic overlays and watermarking (and any other modifications or edits to the Content itself) digital and electronic devices (including, but not limited to gaming devices such as entertainment stations and handheld devices, such as, Nintendo, Playstation, Xbox, Gameboy, DS, PSP, and cell phones, tablets, etc.); all new media and future technologies and all forms of television, (e.g., free, pay, pay-per-view, cable, satellite or otherwise) throughout the universe in perpetuity and in any and all advertising, publicity and promotion relating to any of the foregoing (all of the foregoing, collectively, “Commercial Rights”), all at ED TAYLOR’S sole unlimited discretion. You also understand and agree that ED TAYLOR may sell, assign or license the rights hereunder (in whole or in part) to any third party in its sole discretion and without providing any further consideration to You.
You are aware and acknowledge that new or changed rights and technologies, uses, media, modes of transmission, distribution, dissemination, exhibition or performance are being developed and will continue to be developed, discovered or recognized in the future, which may offer or create new rights and opportunities to exploit the Content and the Personal Rights (the “New Exploitation Rights”). You hereby grant and convey to ED TAYLOR without reservation, any and all New Exploitations Rights in and to the Content and to the Personal Rights, regardless of whether or not You are currently aware of or can foresee such uses.
You understand that ED TAYLOR has not promised or given any assurances that You will receive any prize or other compensation or as to whether or not the Content or any portion thereof, is or will be included in any Program(s) or otherwise utilized, or that any portion of the Personal and/or Commercial Rights are or will be in any way exploited. You understand that any opportunity for the Content to compete to win a prize is governed by the That Santa Guy Official Contest Rules (“Rules”) and that such Rules are available for Your review at the www.TSG.com website and You understand that upon Your request to TSG at the address provided above, You have been or will be provided with a printed copy of the Rules. You also understand and accept that the Rules may be updated or changed from time to time at the sole discretion of ED TAYLOR. The Rules are incorporated into this agreement by this reference. You also agree that in the event ED TAYLOR receives any inquiry from a government agency or process from a court with jurisdiction over ED TAYLOR or TSG in regard to the Content, its contents, any prize awarded in connection with the Content and/or Your submission of the Content, ED TAYLOR may supply a copy of the Content and any information regarding the Content and its submission, as well information regarding any prize awarded thereon in response to such inquiry or process. Further, You agree that the Content may be cut, edited, modified, added to, subtracted from, arranged, rearranged, shortened and revised for any reason and in any manner which ED TAYLOR may in its sole absolute discretion determine, including without limitation, for reasons including for content, presentation and time, and to the extent decided by ED TAYLOR in its sole discretion, if at all, ED TAYLOR may also add or modify the sound effects, music, voices, including host voiceovers and/or other elements of the Content, and they may use, adapt and modify the Content and/or the use of the Personal Rights or any portion or element of the foregoing and combine it with other materials in any Program(s) or otherwise at their discretion. You hereby expressly waive on Your behalf, and on behalf of Your heirs, executors, administrators and assigns, any so-called “moral rights,” “droit moral” and any similar rights, laws and legal principles that may now or hereafter be recognized.
You hereby release, discharge and hold harmless ED TAYLOR , its subsidiaries, affiliates, employees, officers, principals and directors licensees, grantees, successors and assignees, the Program(s) broadcasters, each of their respective parent, subsidiary and affiliated entities, and the respective officers, directors, employees and representatives of any of the foregoing (collectively “Releasees”) from and against any and all claims, whether at law or in equity, that You may have at any time (whether or not You are aware of any such claims), including, without limitation, claims for breach of contract, infliction of emotional distress, defamation, false light, common law or statutory misappropriation, invasion or other violations of any actual or purported right of privacy and/or publicity, and claims under equivalent federal or state laws arising from Your submission of the Content to TSG and the exploitation of any or all of the rights granted to ED TAYLOR hereunder, including, without limitation, the rights to the Content, the Commercial Rights and the Personal Rights (collectively, the “Released Claims”). The Released Claims shall include, without limitation, any claim relating to, arising from or in connection with: (i) any use, exploitation or exercise of any right(s) granted hereunder (ii) Your participation in any contest and/or sweepstakes and/or the operation and/or procedures implemented in connection with any such contest and/or sweepstakes, including without limitation, contest rules, voting procedures and results, contestant and voter eligibility, determinations of the judges, audiences and/or producers, selection of winners, the awarding of any prize, disqualification decisions, any prior or disparate exposure of the Content or other videos competing for any award or prize, and any and all other matters in connection with any contest and/or sweepstakes; (iii) the public dissemination and/or distribution of the Content including, without limitation, any claim resulting from the piracy or other unauthorized distribution, duplication and/or display of the Content by third parties; (iv) the loss of the Content and/or the failure of the Content to be properly or timely displayed to the public for any reason including, without limitation, whether as a result of technical difficulties, equipment failure, inadequate capacity, system overload, excess traffic, human error, malicious actions or for any other reason whatsoever (v) any Program preemptions (national and/or local, including, without limitation, the market in which You reside) and/or alternate airdates and times, if any, of any fully or partially pre-empted episodes (including, without limitation, any “call-to-vote” episodes), which alternate airdates (if any) may or may not be announced in advance and may or may not draw the same number of viewers as the originally scheduled date and time; and/or (vi) the negotiation or execution of this agreement, including but not limited to, any claims based upon allegations of duress, undue influence or the like.
You understand and agree that all rights You may have under Section 1542 of the California Civil Code and any similar law of any state or U.S. territory, any similar federal law, or any similar common law or principle of similar effect, are hereby expressly waived. You acknowledge and understand that said section reads as follows:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
You acknowledge that You may hereafter discover claims in addition to the ones released in this agreement, and You hereby expressly release ED TAYLOR from any such unknown and/or unsuspected claims.
You understand that nothing shall require ED TAYLOR or TSG to include You , anyone affiliated with You or the Content in any Program or to broadcast or otherwise exhibit the Program(s) in any media and that all such matters are within ED TAYLOR’S sole discretion. You acknowledge that, in the event of a breach of this agreement by ED TAYLOR or any third party, the damage, if any, caused to You thereby will not be irreparable or otherwise sufficient to entitle You to seek or obtain injunctive or other equitable relief. You acknowledge that Your rights and remedies in any such event will be strictly limited to the right, if any, to recover damages in an action at law, and You will not have the right to enjoin the production, exhibition, distribution or any other exploitation of the Programs, the Content or any allied rights granted herein with respect thereto, nor to revoke or otherwise impair any of the rights granted to ED TAYLOR herein.
(i) You represent and warrant that the events in the Content purport to be spontaneous and not staged. If the events in the Content are not spontaneous or were staged, You will provide circumstances surrounding the events in the video in a separate document.
(ii) You affirm that You have never submitted nor granted any right to the Content to any other television or media entity, any website or internet service or operator/provider or to any third party, except, that to the extent You have submitted the Content to a third party, You will provide ED TAYLOR with detailed information in a separate document.
You represent and agree that from the date of Your submission of the Content to TSG, You have not, and shall not ever submit, or attempt to grant any rights in or to the Content, to any other party including without limitation, any television or media entity or to any website or internet provider, except by private transmission to Your family solely for their own private use and with no other rights granted to the Content. Except as set forth above, You have not submitted the Content to third parties or granted rights to the Content to third parties and You will use Your best efforts to remove the Content (and revoke or rescind any rights to the Content previously granted) from any other website or television program or any other media outlet or where You are aware that the Content is posted. You have not and agree not to take any action that will impair the rights granted to ED TAYLOR . You acknowledge and agree that ED TAYLOR or TSG may at any time eliminate or disqualify any Content from any contest or use based on rights previously granted or prior exhibition.
You represent and warrant that You have not violated and will not violate any provisions of Section 507 of the Federal Communications Act which makes the acceptance of payment of money or other consideration for the inclusion of matter in a program a criminal offense in violation of Section 507.
You represent and warrant that:
(1) a) You are the sole and exclusive owner of the Content because (i) You shot the Content or (ii) You are the submitter of the Content and the shooter of the Content has transferred all copyright in the Content to You.
b) You have the full right and authority to enter into this agreement and to grant all rights granted herein and
c) You have not granted any third parties any rights to the Content except as specifically disclosed in writing in this Release and You agree that You will not take any action to impair the rights You are granting hereunder;
(2) the making, exhibition, distribution and/or other exploitation of the Content in connection with any Program(s) does not violate or infringe the rights of others or constitute a defamation or invasion of Your or their privacy or right of publicity;
(3) You have not falsely identified any individual involved in the shooting of the Content or any individual whose appearance or voice is incorporated in the Content;
(4) You have obtained all necessary consents and permissions required for ED TAYLOR to exploit the rights granted to it hereunder including, inter alia, any and all intellectual property rights of third parties, all personal appearance/ privacy consents and or releases of anyone identifiable in the Content, all location rights and/or releases, and any other rights and/or releases necessary for ED TAYLOR to fully exploit the rights granted hereunder (excluding any music owned by any third parties, if any) and that all executed third party consents and/or releases which You provide to TSG contain true and accurate contact information for the signing party(ies) and have been actually signed by the legal owner of the rights being granted hereunder pursuant to such consents and/or releases and
(5) the Content and its use by ED TAYLOR does not fall under the jurisdiction of any guild or union (for example, the DGA, SAG-AFTRA, the WGA, etc.). You hereby agree to indemnify, defend and hold ED TAYLOR and its subsidiaries, affiliates, r licensees, grantees, successors and assignees, the Program(s) broadcasters, ABC, their respective parent, subsidiary and affiliated entities and the respective officers, directors, employees and representatives of each of the foregoing entities, companies, and organizations and any and all other related person(s) or entity(ies), harmless against any and all losses, claims, debts, demands, liabilities, attorneys’ fees and expenses, and all other damages or costs arising from or related to: a) any breach of the representations or warranties made herein or the falsity of any of such representations or warranties, including, without limitation, any and all claims by third parties that their signature(s) has or have been forged or otherwise obtained by any improper means, and b) the use by Releasees of any of the rights and permissions You have granted herein, and c); and any act or omission by You in connection with Your submissions or application for or an appearance in the Program.
You understand and agree that employees of ED TAYLOR and affiliated companies and anyone involved in the production, or administration of the contest, as well as immediate family/same household members of anyone so employed or engaged are not eligible for prize awards.
You represent that You are not (and to the best of Your knowledge, that any person appearing in the Content is not) a candidate for public office and will not become such a candidate for Eighteen months from the date You submit the Content.
You agree to execute any additional documents which ED TAYLOR may from time to time submit to You to evidence, establish, maintain, protect, enforce or defend ED TAYLOR’s exercise and full exploitation of any of the rights You have granted herein including without limitation, all right, title and interest in and to the Content or any portion or element thereof. If You fail to execute and deliver such documents, IT NO WAY INVALIDATES THE RIGHTS GRANTED HEREIN and further, You hereby appoint ED TAYLOR as Your attorney-in-fact, with full right of substitution and delegation, to execute any such documents in Your name and on Your behalf to effectuate the purpose of this agreement, such power being irrevocable and coupled with an interest.
You shall be responsible for and warrant that You will pay all local, state and federal taxes on any prize that You may win. You release ED TAYLOR, TSG its, licensees, successors and assigns from all liability for any such taxes. You may deduct or require payment of any such tax before delivery of any prize.
This agreement constitutes the entire understanding between You and ED TAYLOR, , and supersedes all prior negotiations, understandings and agreements, whether written or oral, pertaining hereto and cannot be modified except in a written document signed by ED TAYLOR and You. Any waiver of any term of this agreement in a particular instance shall not be a waiver of such term for the future. If any provision, term or condition of this agreement is held invalid or otherwise unenforceable, the validity and enforceability of the remaining provisions, terms and conditions shall not be impaired thereby. This agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same instrument, respectively.
You declare under penalty of perjury under the laws of the State of California and of the United States that all statements made by You in this agreement are true and correct, that the name below is Your legal name, and that the signature below is Your legal signature.
You understand and are bound by all terms contained in this agreement. Further, You understand that neither ED TAYLOR nor TSG would further evaluate the Content without this agreement and that should ED TAYLOR or TSG include the Content or any portion thereof in any Program(s) or exercise any other rights granted hereunder, it will be doing so in reliance on this agreement.
(PER CONTEST RULES A MINOR OWNER MUST BE AT LEAST 13 YEARS OF AGE)
IF YOU, THE OWNER OF THE CONTENT, ARE BETWEEN 13 AND 18 YEARS OF AGE, YOU MUST HAVE YOUR LEGAL GUARDIAN READ AND AGREE TO THE FOLLOWING:
I, the parent or legal guardian (referred to as “I” or “Guardian”) represent and warrant that I am either: (i) the parent (with sole or shared custody, as applicable) or (ii) the legal guardian of the minor child (the “Minor”) (who is a User of the Services) and that I have the legal capacity to enter into irrevocable, binding agreements on behalf of the Minor. , I, both individually and on behalf of the Minor and as the Minor’s parent or legal guardian, agree to be bound by all of the provisions of this agreement. As a material part of the consideration inducing ED TAYLOR to enter into the foregoing agreement with the Minor for use of the Content and the possible benefits arising therefrom, I hereby: ratify and approve each and all of the terms, conditions, rights, indemnities, releases and obligations contained in the agreement; agree to attempt to secure and to do nothing directly or indirectly to hinder or prevent the full performance thereof by the Minor; consent to the use of Minor’s name, likeness, and voice as provided in the agreement, in and in connection with the production, distribution, exhibition, exploitation and promotion of the Program; and irrevocably guarantee and warrant that Minor will not disaffirm or disavow the agreement on the grounds that Minor is a minor at the date of the execution thereof, or on any other similar grounds.
This guarantee shall be applicable as well to any modification, amendment, extension, renewal or substitution of the agreement, and to the agreement as modified by any waiver. If ED TAYLOR elects to seek Court approval of this agreement, I, in consideration of the execution of the agreement by ED TAYLOR, further agree to cooperate with ED TAYLOR to secure the approval, by a Court of competent jurisdiction, of the agreement. I agree to indemnify and hold the Releasees (as defined in the agreement) harmless from and against any and all claims, liabilities, costs or expenses, including reasonable attorneys’ fees which may arise from the breach or alleged breach by Minor or Guardian of the foregoing.
THE PARENT OR LEGAL GUARDIAN OF THE MINOR SUBMITTING THE CONTENT HAS READ AND AGREES TO THE FOREGOING.
While You may be requested to complete additional documents in connection herewith, any failure to complete such documents as so requested by ED TAYLOR or its associates in no way limits, voids, relinquishes, modifies, or diminishes the rights herein granted.
THIS IS A LEGAL DOCUMENT. YOU AGREE THAT, SUBJECT TO THE TERMS HEREIN, YOU ARE EXCLUSIVELY TRANSFERRING ALL YOUR RIGHTS IN THE SUBMITTED CONTENT TO THE PRODUCER OF THAT SANTA GUY, ITS PARENTS, AFFILIATES AND/OR ASSIGNS, IN PERPETUITY, IN ALL MEDIA, THROUGHOUT THE UNIVERSE.
By clicking “SUBMIT” You agree that You have read the above and agree to the terms therein.