Vidsy Terms & Conditions
As of [5/5/2016]
Welcome to Vidsy, an online creative community linking up content creators with major brands allowing you to create content, get paid for any content picked up by a brand and build your creative portfolio in the process. Vidsy is operated by Vidsy Media Limited (“Vidsy”).
Vidsy works with its brand partners (each, a “Brand”) to establish creative challenges to be offered to Vidsy’s creative community pursuant to which creators produce short form on-brand video content (each, a “Challenge”). Vidsy works with each Brand to create a custom brief for each Challenge (the “Brief”) which shall be provided to creators when the Challenge is published.
It is very important that you read these Terms carefully. This is a legal document and you should obtain independent legal advice before entering into these Terms. By accepting these Terms or using the Site, you agree to be bound by them. If you do not accept any part of these Terms, then you should not click to accept these Terms, use the Site, enter any Challenges or submit any Content to Vidsy.
These Terms in a nutshell:
You must be over 18 years of age to use the Site, enter any Challenges or submit any Content to Vidsy.
To be paid for your Content, your Content must be eligible in accordance with these Terms and the Brief.
Your Content must be owned by you and you must not submit any Content to Vidsy that infringes the rights of any third party.
Your Content must not be abusive, offensive, discriminatory, violent, sexually explicit or harmful to our Brands. Please see section 5 of these Terms for more details.
Vidsy will own all the rights in the Content you submit to it and it may assign those rights onto Brands or other third parties. You may not use or allow anyone else to use your Content, although you will be entitled to show your Content as part of your professional portfolio.
You may get paid for use of your Content by Vidsy or a Brand. Please see section 8 of these Terms for further details.
If your Content or use of the Site causes Vidsy or a Brand any damage, you will be responsible to Vidsy or such Brand for that damage.
By accepting these Terms, using the Site, creating a Vidsy account, entering a Challenge or submitting any Content to Vidsy, you agree to these Terms and confirm to Vidsy that you are 18 years of age or over.
We may update these Terms from time to time to reflect any changes in our policies, relevant laws and regulatory requirements, in the functionality of the Site or which are imposed on us by any brand partners. If you are a registered user, we will notify you by email within a reasonable time before the change takes effect. You will be asked to click to accept the new Terms next time you use the Site. If you do not agree with the updated Terms you should not click to accept them and you should stop using the Site.
2. Your Vidsy Account
To use the Site, enter any Challenge or submit any Content to Vidsy, you will need to register with Vidsy using your name and valid email address.
You are responsible for your Vidsy account and any activity that takes place on your Vidsy account. You must ensure that your password is, and remains, secure and confidential. Vidsy reserves the right to suspend or remove your Vidsy account or prohibit your use of the Site, without prior notice and without responsibility or liability to you, if Vidsy believes there may have been a breach of these Terms.
By registering an account with Vidsy, you consent to being placed on Vidsy’s e-mail mailing list for promotional and other purposes. However, you may opt out of receiving commercial or promotional e-mail from Vidsy by emailing email@example.com
3. Eligibility to enter Challenges
Challenges are only open to registered users of Vidsy who are 18 years or over. Vidsy may require proof of age and residency to verify your age and location.
If the Content you submit as an entry to a Challenge (an “Entry”) is selected by Vidsy or the applicable Brand partnering with Vidsy on such Challenge (the “Featured Brand”), you may be eligible to win a reward in accordance with the Brief for that Challenge. To be eligible to win a reward, your Entry must be completed and received by Vidsy in accordance with these Terms, the Brief and any other terms or details related to the specific Challenge notified to you by Vidsy or the Featured Brand.
Directors, officers and employees of: (i) Vidsy; (ii) the Featured Brand; and (iii) any of Vidsy or the Featured Brand’s respective parent companies, affiliates, subsidiaries, agents, professional advisors or agencies, are not eligible to win any reward or be paid a usage fee but may submit an Entry to Vidsy.
No purchase or payment is necessary to submit an Entry or win a reward for a Challenge.
4. How to submit an Entry
Vidsy shall publish new Challenges on the Site with an accompanying Brief. The Brief will set out, amongst other details, the deadline by which any Entry must be submitted and the creative scope for the Challenge. To submit an Entry, you should visit the relevant Challenge page on the Site, complete the online registration form and submit your Content, along with any required copyright licences, before the Entry deadline.
All information requested in the Brief and the online registration form must be provided in full and in English in order for your Entry to be valid.
To operate the Site or submit any Entry to Vidsy you are required to have a working internet connection. Vidsy is not responsible for any charges you may incur in using the Site or creating your Entry. Vidsy, the Brands and any of their respective parent companies, subsidiaries, affiliates, directors, officers, professional advisors, employees and agencies shall not be responsible for: (i) any late, lost, misrouted, distorted or damaged Entries; (ii) any lack of functionality or failure to submit an Entry that is due to your equipment (including your device, internet connection, operating system or settings and software); (iii) any printing or typographical errors in any Entry; or (iv) any disruptions or failure to submit an Entry due to reasons beyond Vidsy’s control.
5. Your Content
Any Content you submit to Vidsy or a Brand as part of an Entry must be your own original work. Your Content must not previously have been published, released or distributed in any form and it must not have been submitted to, or won, any competition or award. To be eligible, your Content must adhere to the Brief.
Any content (including audio, music, images, audio visual content and graphics) used within your Content must be original to your Content or must have been cleared for use in your Content and to enable you to make the grant of rights set out in these Terms, prior to submitting your Entry. If you have obtained clearances from the rights holder of any content contained within your Content you must provide such clearances to Vidsy when submitting your Entry.
If any person appears in your Content, is otherwise identified in your Content or in any way contributes to your Content, you must obtain all applicable releases, consents and assignment of rights required in order to enable you to make the grant of rights set out in these Terms, prior to submitting your Entry. If any person appearing in, identified in or contributing to your Content is under the age of 18, you must obtain such releases, consents and assignment of rights from that person’s parent or legal guardian.
You shall at all times ensure that your Content does not:
a) contain any content, information or material that infringes the rights of any third party including copyright, trade mark rights, confidential information or rights of privacy;
b) violate any applicable laws;
c) contain any content or material that is offensive, abusive, defamatory, libellous, derogatory, bullying, discriminatory, obscene, violent, sexually explicit, indecent, which promotes or encourages violence, terrorism or any other illegal acts or which is likely to harass, upset, embarrass or alarm any person;
d) in any way promote or incite anyone to commit or assist in any unlawful or criminal activity or anti-social behaviour, or encourage activities which could endanger the safety or wellbeing of others;
e) except as set out in the Brief, include any advertising or promotional messages;
f) except as set out in the Brief, include or refer to any names, products or services of any company or contain any third party trademarks or logos;
g) cause harm to or degrade the goodwill associated with the trade marks, trade names, name, products or services of the Featured Brand;
h) without prejudice to (e) above, advertise or promote any competitor of the Featured Brand;
i) impersonate any third party or otherwise misrepresent your affiliation with any third party;
j) identify any person without their consent, or the consent of their parent or legal guardian if they are under 18 years of age;
k) disclose anyone’s personal contact details or invade their privacy; and
l) contain any viruses or other malicious or harmful programs.
Vidsy reserves the right in its sole discretion to disqualify any Entry containing Content that does not, or Vidsy believes does not, comply with these Terms and the applicable Brief. The decision of Vidsy as to the eligibility of any Entry shall be final and binding.
6. Assignment of your Content
By submitting an Entry, you assign to Vidsy (by way of present assignment of present and future rights) with full title guarantee the entire copyright and all other rights, title and interest in and to the Content submitted in your Entry to hold throughout the world for the full period of copyright. Subject to your licence to use your Content for your own portfolio as set out below, Vidsy shall have the exclusive use of your Content for all means of exploitation in all media and may assign these rights in your Content to the Featured Brand or to any other third party.
By submitting an Entry, you waive for the benefit of Vidsy and its successors in title, assignees, licensees and sub-licensees all moral and like rights which may now or in the future vest in you in respect of the Content submitted in your Entry. You agree that you have obtained all relevant consents and assignment of rights from all persons who have contributed to the Content submitted in your Entry in order to enable you to make the grant of rights set out in these Terms.
You agree that you shall, if required to do so by Vidsy, execute all further agreements needed to ensure that all rights granted under these Terms fully vest in Vidsy and that Vidsy holds all consents required for its full use of your Content.
Vidsy shall not use or assign any rights in and to the Content submitted to your Entry to the Featured Brand until the Featured Brand has paid Vidsy the rewards or fees specified in the Brief for that Challenge.
You further grant to Vidsy the right to use and authorise others to use your name, photograph, biography (as provided by you), voice and likeness in connection with the Challenge and any subsequent use of your Entry by Vidsy or the Featured Brand.
7. Licence of your Content
Vidsy hereby grants to you a perpetual, irrevocable, non-exclusive, non-transferable, royalty free, worldwide limited licence to use, reproduce and display the Content submitted in your Entry solely in connection with the creation and display of your portfolio of professional products or services and otherwise not for any other commercial or professional purpose.
8. Rewards and Payment
The reward and/or usage fee payable for a winning Entry or non-winning Entry will be set out in the Brief for that Challenge.
Any reward, usage fee or other payment paid for an Entry pursuant to a Challenge (a “Fee”) are: (i) non-negotiable and may not be exchanged for any alternative, cash equivalent or replacement; (ii) non-transferrable and (iii) non-refundable. Notwithstanding the foregoing, Vidsy reserve the right, in its sole discretion, to substitute a Fee for a prize or payment of equal or greater value or a cash equivalent.
Winners will be selected by Vidsy in collaboration with the Brand. Winners will be selected from all eligible entries to the Challenge and will be judged on the following criteria, unless otherwise specified in the Brief: (i) creativity; (ii) context; and (iii) production quality. Decisions of Vidsy and the judging panel are final.
If your Entry is selected as a winning Entry or is eligible for a Fee, Vidsy will notify you at the email address you used to register your Vidsy account. You must confirm your acceptance of the Fee to Vidsy within 30 (thirty) days of receipt of such notification, otherwise you will lose the right to claim the Fee. Vidsy will pay any Fee due to you within 90 (ninety) days of receipt of the Fee from the Featured Brand.
Vidsy reserves the right in its sole discretion to extend the deadline by which any Entry may be submitted, amend the Brief and withdraw Challenges and the corresponding Fees for that Challenge (if Vidsy seems there to be an unsatisfactory number of entries to the Challenge or the minimum number of entries to the Challenge has not been met).
9. Warranties and Indemnity
You warrant and represent to Vidsy that:
a) your Content is original to you and you have obtained all rights and consents necessary to grant the assignment of rights to Vidsy pursuant to these Terms;
b) your Content, as at the date of Entry, is not the subject of any actual or threatened litigation or claim;
c) your Content has not been previously published, distributed or otherwise exploited;
d) your Content will not infringe the rights of any third party, including any intellectual property rights, rights in confidential information or rights in privacy;
e) you have obtained all necessary assignments, permissions, consents and waivers from any person appearing in or contributing to your Content;
f) your Content will comply with these Terms and all applicable laws;
g) your content will not contain any contaminated file, viruses, worms or other similar harmful or destructive code or program;
h) you will be responsible for all tax and national insurance contributions in respect of all payments made to you under these Terms;
i) you have obtained or will obtain any and all necessary travel documents, insurance, visas, clearances and any other documentation that may be required in order to adequately cover the activities undertaken or locations visited by you in connection with your Entry or participation in a Challenge.
You shall indemnify Vidsy, its affiliates, successors, licensees, assigns, employees, officers, directors and the Featured Brand (the “Indemnified Parties”) and keep the Indemnified Parties indemnified from and against all claims, demands, actions, proceedings, costs, damages, losses and expenses arising out of any breach or alleged breach of any of these Terms by you.
10. Limitation of Liability
Nothing in these Terms shall limit your or Vidsy’s liability for death or personal injury arising from the negligence or fraud of that party or for any other liability that cannot be limited or excluded as a matter of law.
The Site and any material displayed on the Site is provided without any guarantees, conditions or warranties as to its accuracy, suitability or reliability. Vidsy will not be liable for you for any lack of performance, or the unavailability or failure of the Site.
You agree to release and hold harmless Vidsy, the Participating Brand and their respective affiliates, partners, successors, assigns, agents, licensees, employees, directors and officers (the “Released Parties”) from any liability for any loss or damage incurred by you in connection with the Site, any content available on the Site, your Entry or participation in a Challenge. The Released Parties assume no responsibility for any loss or damage caused to your or any other third party’s device, software or operating system resulting from submitting an Entry or downloading materials or software in connection with a Challenge.
You acknowledge and agree that in the event of any breach of failure to comply with these Terms by Vidsy, your only remedy will be an action in law for damages, if any, actually suffered by you. In no event shall you be entitled to receive injunctive or equitable relief or to enjoin or restrain the exploitation of your Content or Entry.
Vidsy makes no warranties, representations, undertakings or guarantees of any kind, including, without limitation, any warranties, representations, undertakings or guarantees as to the safety and suitability of any activities undertaken or locations visited by you, in connection with your Entry or participation in any Challenge.
You acknowledge that you are best placed to assess the risks associated with the undertaking of any activity or the visiting of any location in connection with your Entry or participation in any Challenge.
Vidsy shall not be liable for any loss or damage suffered or incurred by you in connection with any Challenge. You agree to release and hold harmless Vidsy, the Brand and their respective affiliates, partners, successors, assigns, agents, licensees, employees, directors and officers (the “Released Parties”) from and against any losses and/or damages suffered or incurred by you in connection with any Challenge. You agree to indemnify Vidsy in respect of all suits, claims, demands, causes of action, liabilities, losses and/or damages suffered or incurred by Vidsy arising out of or in connection with any Challenge.
We may terminate these Terms and close your Vidsy account at any time on giving you reasonable notice without responsibility or liability to you if we cease to provide the Site or if you breach these Terms.
You may terminate these Terms and close your Vidsy account by notifying us at firstname.lastname@example.org and thereafter ceasing to use the Site or enter any Challenges.
12. Governing Law
These Terms, and any dispute, proceedings or claim of whatever nature arising out of or in connection with them or their formation (whether contractual, tortious or otherwise) shall be governed by and construed in accordance with English law and you and Vidsy agree to submit to the exclusive jurisdiction of the English courts.
Nothing in these Terms is intended to create a relationship between you and Vidsy akin to that of employer and employee, principal and agent, partnership or joint venture or any other fiduciary relationship. You shall not be entitled to insurance or any other benefits afforded to Vidsy employees.
Vidsy may delay enforcing its rights under these Terms without losing them.
If any part of these Terms is determined to be legally invalid or unenforceable, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Terms shall continue in effect.
These Terms constitute the entire agreement between you and Vidsy in relation to the Site, Challenges and your Entry and Content.
Other than the Featured Brand, no third party shall have any rights of enforcement of these Terms under the Contracts (Rights of Third Parties) Act 1999.
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