Noso Patches Social Media Agreement
CONTENT LICENSING AGREEMENT
You (collectively, “You”, “Yours”) and Noso, LLC (collectively, “Noso, LLC”, “Noso”, “We”, “Us”, “Our”) agree to the following:
- This binding contract is referred to as “Agreement,” or “Contract.” You have read and understand and agree to all of it.
- You are at least 18 years of age. If You are under the age of 18 or under a conservatorship or guardianship where You can’t agree to contracts Your parent or legal guardian or conservator must ratify, consent to Your entering into the Agreement, or co-sign and enter into the Agreement, and each amendment, themselves, and on Your behalf. If You are submitting Content on behalf of any entity You represent and warrant that You have the authority to bind such entity to the Agreement.
- “Content” includes all forms of copyrightable works, including video, audiovisual works and recordings, sound recordings and music, musical compositions including lyrics, photographs (including bursts), drawings, graphics, artwork, literary material, writings (including electronic, texts, snaps, etc.), designs, inventions, ideas, concepts, pitches, and other intellectual property rights thereto, as well as all original materials created by You which are incorporated therein, also including, character characterizations, 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, displayed, distributed, communicated to Us, or otherwise provided to Us.
- “Submit,” or “Submitted” to Us has a plain English meaning of Your having given, uploaded, or otherwise provided to Us.
- You warrant and represent that except as set forth herein (a) You will not submit or grant, and have not submitted or granted, any rights in or to the Content to any third party, including any multi-channel network, or individual, or entity, that uses any social media sites, except directly to social media sites (e.g., YouTube, Facebook, Instagram, etc.) under Your own account or channel for the sole purpose of posting on such social media site with no other rights in the Content granted to such site, subject to Noso, LLC’s rights to claim, monetize, remove, or to have removed, the Content; (b) (1) (a) immediately prior to entering into this Agreement whereby You transfer ownership to Noso, LLC, You were the sole and exclusive owner of the Content and all rights therein that You submit, (b) You have the full right and authority to enter into this Agreement and to grant all rights granted herein and (c) You agree not take any action to impair the rights You are granting and have granted herein; (2) the use, making, exhibition, distribution and/or other exploitation of the Content does not violate or infringe the rights of others or constitute a defamation or invasion of their privacy or right of publicity; (3) You have not falsely identified any individual involved in the authoring or making of the Content or any individual or entity whose appearance or voice is incorporated in the Content; (4) You have obtained all necessary consents and permissions required for Noso, LLC to fully exploit the Content, including the rights described and granted herein; (5) the Content and its use by Noso, LLC does not fall under the jurisdiction of any guild or union (for example, Director’s Guild, SAG-AFTRA, Writers Guild, etc.); (6) The Content conforms to the requirements of this Agreement.
- YOUR USE: We grant back to You a limited, non-transferable, non-commercial, revocable, personal use license in the Content for the purpose of Your personal use, including using the Content on Your personal social networking account(s) online and in social media sites (e.g., YouTube, Instagram, and Facebook) for the sole purpose of posting on such social media site with no other rights in the Content granted to you or such site, subject to Noso, LLC’s rights to claim, monetize, remove, or to have removed, the Content. 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 exhibiting and/or distributing the Content except as described in this paragraph.
- PERPETUAL ROYALTY-FREE, EXCLUSIVE UNIVERSE-WIDE TRANSFER, GRANT AND ASSIGNMENT OF COPYRIGHT: By submitting Content to Us, and by doing so, or otherwise, entering into this Agreement and agreeing, You irrevocably TRANSFER, GRANT, AND ASSIGN FULL AND COMPLETE OWNERSHIP of all rights in relation to the Content to Noso. Each such transfer/assignment irrevocably grants Noso, LLC (for any and all uses at all) the sole and exclusive universe-wide ownership of all right, title and interest, fully-paid, royalty-free, licensable and transferable (in whole or part) in and to the Content and all elements, including to exhibit, comment on, modify, create derivative works in Noso, LLC’s sole and unfettered discretion, in, on, and via all methods, and means, now known or hereafter devised or invented for any and all purposes, without further notice to You without the expectation or requirement of any (additional) permission from or payment to You or to any other person or entity. You may not and will not make, license, or allow any use of any portion of the Content, including any fair use right (including any actual or so-called transformative, or satirical use, or parody). You understand and acknowledge that you are contracting away Your fair use rights. In addition to granting rights to Noso, LLC as described above by submitting Content, You may also be asked to execute additional documents to give effect to the assignment to, and vesting of ownership in, Noso, LLC of the Content and all other rights. If Noso, LLC is unable, for any reason, to secure Your signature to memorialize the grant, transfer, or assignment of any rights in and to any Content or rights under this Agreement, You hereby irrevocably designate and appoint Noso, LLC and Noso, LLC’s duly authorized officers and agents as Your agents and attorneys-in-fact to act for and on Your behalf and instead of You to take all lawfully permitted acts in furtherance thereto and to enforce its rights under and to such Content and all other rights, all with the same legal force and effect as if executed by You. The foregoing is deemed a power coupled with an interest and is irrevocable. You also give Us the right to use Your real and professional name, street name, or nom de guere, voice, likeness (picture or video), biographical information, appearance and performance in and in connection with the Content (collectively, the “Personal Rights”). If you have applied for or received a copyright registration in connection with the Content or any portion of the Content You will immediately notify Us of that.
- Your exclusive assignment, transfer, grant of ownership, of all rights to Noso, LLC of the Content, (or exclusive license of copyright in and to the Content if a court or arbitrator were to find that, for some reason, ownership of the Content was not properly transferred to Noso, LLC), and this Agreement are supported by reasonable and valuable consideration, the receipt and adequacy of which is or are hereby acknowledged by You. You acknowledge that such consideration includes the mere possibility of Noso, LLC’s use or display and/or distribution of the Content, and the mere possibility of the publicity and promotion by Noso, LLC’s use or display and/or distribution of the Content, and the mere possible use of Your Personality Rights.
- You (and Your heirs) waive any Moral Right. You hereby give a Moral Rights Consent or Waiver, which is a waiver of so-called moral rights to the maximum extent permitted by applicable law and an unconditional consent to any act or omission in relation to the Content by or on behalf of Noso, LLC, or any other licensee or subsequent owner of copyright in the Content, including an act or omission which might or would, but for this Agreement, violate or infringe Moral Rights.
- Noso does not have to use or promote the Content, the Personality Rights, or any of the rights you grant Us, and even if We don’t you don’t get any of the rights back.
- In order to have submitted Content to Us, You used Our Site. In doing so You agreed to the Terms of the Site. The Terms of the Site are hereby integrated by reference as though they were set forth in full herein, and You again agree to them as part of this Agreement, with the addition of the words and concepts of “the Content,” and “this Agreement,” so that, for example, where in the Terms of the Site a sentence might read something such as “in connection with Your accessing or using the Site,” such sentences are amended and deemed to state in this Agreement something more along the lines of “in connection with the Agreement, the Content, or Your accessing or using any Site (including websites, mobile sites, platforms, programs, and service), and the word “Agreement” is substituted for and replaces the word “Terms.”
- If you have a dispute with, or you think you have a claim against Us, before You file a lawsuit or institute litigation You must and will first send to Us, by both certified mail and email, a Notice of Dispute (“Notice”), which specifies in Your identity, contact information, and a description of the nature and basis of the claims the Your are asserting and the relief sought. The Notice to Noso, LLC is to be both mailed by USPS to Noso, LLC P.O. Box 63 or otherwise delivered to Noso, LLC, 265 W. Broadway STE A, Jackson, Wyoming, 83001 and by email to [email protected] with the following in the subject line: “Notice of Dispute.” We may email You a confirmation of receipt of Your Notice and require that You verify that You submitted the Notice. If We do, and We do not promptly receive back a verification then You agree that Your attempt to give Notice is deemed ineffective. Though Noso, LLC is not obligated to provide You with any notice before it files a lawsuit or litigation against You Noso, LLC may send any Notice to You to the email address We have on file associated with Our agreement, if We have one, or any other commercially reasonable method (including social media); it is Your responsibility to keep Your contact information up to date. All information called for in the Notice must be provided, including a description of the nature and basis of the claims the party is asserting and the relief sought.
- CLASS & CONSOLIDATION WAIVER; WAIVER OF TRIAL BY JURY; PROHIBITION OF CLASS AND REPRESENTATIVE ACTIONS AND NON-INDIVIDUALIZED RELIEF. WE EACH AGREE THAT ANY AND ALL DISPUTES OR CLAIMS RELATING IN ANY WAY TO THE SERVICES OR THIS Agreement MUST BE BROUGHT IN THE PARTY’S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE OR CONSOLIDATED PROCEEDING. BY ENTERING INTO THIS Agreement YOU AND NOSO, LLC WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge. IN ADDITION, YOU MAY ONLY RESOLVE DISPUTES WITH US ON AN INDIVIDUAL BASIS, AND YOU AGREE TO WAIVE THE RIGHT TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION OR LITIGATE ON A MULTI-PARTY, CLASS-WIDE, OR CONSOLIDATED BASIS. CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, MULTI-PARTY, AND CONSOLIDATION WITH OTHER LITIGATIONS OR CASES AREN’T ALLOWED. UNLESS BOTH YOU AND NOSO, LLC AGREE OTHERWISE IN WRITING DURING THE LITIGATION, THE COURT(S) MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, MULTI-PARTY, OR CLASS PROCEEDING. ALSO, THE COURT MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER USERS OR PARTIES. YOU AGREE THAT YOU HAVE EXPRESSLY AND KNOWINGLY WAIVED THESE RIGHTS.
- MORE GENERAL
- Noso, LLC reserves all rights not expressly granted in this Agreement.
- The provisions of this Agreement, which by their nature should survive the termination or expiration of this Agreement, will survive such termination or expiration.
- You declare under penalty of perjury under the laws of the State of Wyoming and of the United States that all statements made, and information provided, by You in connection with this Agreement are true and correct.