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Date Updated: April 1, 2020
The Jukin Media, Inc. (“Jukin”) community is based on the idea that video creators should be compensated for the licensing of their compelling videos, and that industry professionals should have a simple process for selecting the videos that they want to license for their programming. Subject to our Terms of Service, Jukin is a hassle-free resource for entertainment industry professionals looking for content.
AGREEMENT TO TERMS OF SERVICE
The policies below are applicable to all Jukin owned or operated brands and websites, including but not limited to, www.weatherspy.com, and each of their respective affiliates, parents, subsidiaries, licensees, websites, and assigns (collectively hereinafter referred to, alternatively, as “Jukin Media,” the “Site,” “we,” “us,” “our” or similar identifying pronouns). Please read these Terms of Service carefully to ensure your legal, safe, and enjoyable use of the Site. They contain the legal terms and conditions that govern your use of the services provided to you by the Site and are a binding agreement with you, just as if you had signed this document. In using the Site, you affirm that you are at least 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and you are fully able and competent to enter into, abide by and comply with the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service.
LICENSE TO USE SITE
OWNERSHIP OF SITE; SITE CONTENT
All text, software, user interfaces, visual interfaces, graphics, photographs, artwork, trademarks, logos, sounds, music, video, computer codes and other audio-visual material (collectively, “Content”) contained on the Site, including but not limited to the design, structure, coordination, selection, expression, and arrangement of such Content, is controlled, owned, or licensed by or to Jukin Media, as further set forth in these Terms of Service, and is protected by copyright, trademark and various other intellectual property and unfair competition laws.
Except as expressly provided in these Terms of Service, no part of the Site and no Content may be used in any way without Jukin Media’s express prior written consent, including without limitation the copying, publicly display, reproduction, republishing, posting, uploading, transmitting, or distributing in any method or manner to any other device, computer, web site or other platform or medium. The unauthorized copying and distribution (including without limitation downloading, uploading, file serving, file "swapping" or other similar activities) of any such Content or materials constitutes copyright infringement under the U.S. Copyright Act and international copyright laws, and Jukin Media and its third party licensors and suppliers will enforce such rights to the full extent of the law. Violation of these terms shall be assumed to have been willful.
Jukin Media and other Jukin Media graphics, logos and service names are registered or otherwise protected trademarks or service marks (“Trademarks”). These Trademarks many not be used in connection with any product or service that is not owned or operated by Jukin Media or in any manner that is likely to cause confusion among customers or in any other manner that disparages or discredits Jukin Media. All other trademarks, branding and logos not owned by Jukin Media that appear on this Site are the property of their respective owners who may or may not be affiliated with, sponsored by or connected to Jukin Media, and Jukin Media makes no warranty as to these other trademarks, branding and logos.
Jukin Media reserves the right to do any of the following, at any time, without notice: (1) modify, terminate, or suspend access/operation to the Site, or any portion of the Site, for any reason; (2) modify or change the Site, or any portion of the Site, and any applicable policies or terms; and (3) interrupt the operation of the Site, or any portion of the Site, as necessary to perform routine or non-routine maintenance, error correction, technical updates or other changes.
You agree that all the information and Content downloaded, viewed, screened or accessed will be used only for informational and/or evaluation purposes. You acknowledge and agree that you may be charged customary and reasonable fees for downloading Content, separate to and regardless of whether you actually license the Content. YOU AGREE THERE SHALL BE NO COMMERCIAL EXPLOITATION OR USE, DIRECTLY OR INDIRECTLY, OR ANY OTHER UNAUTHORIZED USE (WHETHER COMMERCIAL OR NON-COMMERCIAL) OF ANY CONTENT AVAILABLE ON THIS SITE WITHOUT A SEPARATE FULLY EXECUTED LICENSE AGREEMENT BY AND BETWEEN JUKIN MEDIA AND YOU AUTHORIZING SAME. In case of circumvention, you agree and acknowledge that a breach of this Terms of Service agreement by you would cause Jukin Media irrevocable injury and damage that cannot be adequately compensated by damages in an action at law. You therefore expressly agree that, without limiting Jukin Media’s rights and remedies at law, including without limitation the right to seek damages for any such breach by you, Jukin Media shall further be entitled to injunctive and other equitable relief to prevent and/or cure any breach or threatened breach of this agreement, without proof of actual damages. In addition, you agree to indemnify and hold Jukin Media harmless from and against any and all claims, damages, liabilities, costs and expenses, including reasonable outside attorney's fees, arising out of or resulting from your unauthorized use of any Content on the Site (including, but not limited to, your editing thereof).
RESTRICTION ON USE OF SITE
COPYRIGHT INFRINGEMENT; DIGITAL MILLENNIUM COPYRIGHT ACT
Jukin Media does not permit copyright infringement on the Site and will remove any infringing content if we receive notice that such content infringes on another's intellectual property rights. Jukin Media further reserves the right to terminate accounts or access to the Site in the case of repeat infringers.
If you are a copyright owner or an agent thereof and believe that any content on the Site infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
§ The physical or electronic signature of a 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 access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
§ Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
§ A statement that you have 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 you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
If you fail to comply with all of the requirements set forth herein, your DMCA notice may not be valid. Notice can be submitted to Jukin Media’s designated Copyright Agent at Copyright@JukinMedia.com.
If a counter-notice is received by the Copyright Agent, Jukin Media may send a copy of the counter-notice to the original complaining party informing that person that we may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced or access to it restored in 10 to 14 business days or more after receipt of the counter-notice, at Jukin Media’s sole discretion.
DISCLAIMER OF WARRANTIES
WE SOMETIMES PROVIDE LINKS TO INTERNET SITES MAINTAINED BY THIRD PARTIES ("THIRD PARTY SITES") AND MAY FROM TIME TO TIME PROVIDE THIRD PARTY MATERIALS ON THIS SITE. NEITHER THIS SITE, JUKIN MEDIA, NOR ITS AFFILIATES OR SUPPLIERS NOR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS, OPERATE, CONTROL OR ENDORSE IN ANY RESPECT ANY INFORMATION, PRODUCTS OR SERVICES ON THESE THIRD PARTY SITES. THIS SITE, THE MATERIALS AND PRODUCTS AVAILABLE IN OR ACCESSIBLE THROUGH THIS SITE, AND THE THIRD PARTY SITES ARE PROVIDED "AS IS" AND, TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND WARRANTIES IMPLIED FROM A COURSE OF PERFORMANCE OR COURSE OF DEALING. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN SUCH MATERIALS AND PRODUCTS, OR IN THE SERVICE, WILL BE UNINTERRUPTED OR ERROR-FREE, WILL BE AVAILABLE FOR USE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE, INCLUDING STORAGE SERVICES AND THEIR CONTENTS, OR THE SERVER THAT MAKES THEM AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE MATERIALS IN THE SERVICE OR IN THIRD PARTY SITES IN TERMS OF THEIR CORRECTNESS, ACCURACY, TIMELINESS, RELIABILITY, COMPLETENESS OR OTHERWISE.
LIMITATION OF LIABILITY
Your communications with, business dealings with, or participation in promotions of merchants found on or through the Site, including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such merchant. You understand and agree that any content downloaded or otherwise obtained through the use of this Site is done at your own risk and that you will be solely responsible for any damage done to your computer system or loss of data that results from the download of such content. We will not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings, content downloads or as the result of the presence of such merchants on the Site. You assume all risk of errors and/or omissions on the Site and any Third Party Sites, including the transmission or translation of information. You assume full responsibility for implementing sufficient procedures and checks to satisfy your requirements for the accuracy and suitability of the Site and any Third Party Sites, including the information contained therein, and for maintaining any means that you may require for the reconstruction of lost data or subsequent manipulations or analyses of the information provided hereunder. You acknowledge and agree that your use of the Site and any Third Party Sites, and any information sent or received in connection therewith, may not be secure and may be intercepted by unauthorized parties. YOU ASSUME RESPONSIBILITY FOR THE ENTIRE COST OF ALL NECESSARY MAINTENANCE, REPAIR OR CORRECTION TO YOUR COMPUTER SYSTEM OR OTHER PROPERTY.
In no event shall the Site, Jukin Media, its parent, affiliates or subsidiary companies or their respective directors, officers, employees, agents, affiliates or suppliers be liable for any direct, indirect, punitive, incidental, special, consequential or other damages arising out of or in any way connected with the use of the Site or with the delay or inability to use the Site, or for any information, software, products and services advertised in or obtained through the Site, our removal or deletion of any materials or records submitted or posted on the Site, or otherwise arising out of the use of the Site, whether based on contract, tort, strict liability or otherwise, even if Jukin Media, or any of its subsidiary companies, affiliates or suppliers has been advised of the possibility of damages. This waiver applies, without limitation, to any damages or injury arising from any failure of performance, error, omission, interruption, deletion, defect, incomplete ownership or invalid license, delay in operation or transmission, computer virus, file corruption, communication-line failure, network or system outage, theft, destruction, unauthorized access to, alteration of, or use of any record. You specifically acknowledge and agree that Jukin Media, its parent or subsidiary companies, affiliates or suppliers shall not be liable for any defamatory, offensive or illegal conduct of any user of the service. While some states do not allow limitations on how long an implied warranty lasts or the exclusion or limitation of incidental or consequential damages, you are consenting by these Terms of Service to personal jurisdiction in California.
You agree to defend, indemnify and hold harmless the Site, Jukin Media and its parent, affiliates or subsidiary companies and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from (i) your access to or use of this Site; (ii) your violation of these Terms of Service (including without limitation the Licensed Rights or any License Agreement); (iii) your violation of any third party right, including without limitation any intellectual property right, property or privacy right; or (iv) any claim that your use of the site or its Content caused damage to you or a third party. You agree that we may at any time and without notice, suspend or terminate your access to this Site if you fail to comply with these Terms of Service or applicable law.
CHILD PROTECTION NOTIFICATION
This Site contains some content that might be deemed unsuitable to minors. This Site is intended for a mature audience and parents who find any material on this site unsuitable for their children are encouraged to utilize parental control services. Parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors.
VIOLATION OF THESE TERMS OF SERVICE
You also agree that Jukin Media may, in its sole discretion and without prior notice, suspend or terminate your access to the Site and/or block your future access to the Site if we determine that you have violated these Terms of Service or other agreements or guidelines which may be associated with your use of the Site. You also agree that any violation by you of these Terms of Service will constitute an unlawful and unfair business practice and will cause irreparable harm to Jukin Media for which monetary damages would be inadequate, and you consent to Jukin Media obtaining any injunctive or equitable relief that Jukin Media or its counsel deems necessary in such circumstances. These remedies are in addition to any other remedies Jukin Media may have at law or in equity.
If Jukin Media does take any legal action against you as a result of your violation of these Terms of Service, Jukin Media will be entitled to recover from you, and you agree to pay, all attorneys’ fees and costs of such action, in addition to any other relief granted. You agree that Jukin Media will not be liable to you or to any third party for termination of your access to the Site as a result of any violation of these Terms of Service or as a result of technical problems or modifications to the Site or as otherwise required by law.
These Terms of Service and any rights and licenses granted by you hereunder (including without limitation the Licensed Rights) may not be transferred or assigned by you, but may be assigned by Jukin Media without restriction.
GOVERNING LAW; DISPUTE RESOLUTION
You agree that: (i) the Site and all services provided shall be deemed solely based in California; and (ii) the Site and all services provided shall be deemed a passive website that does not give rise to personal jurisdiction over Jukin Media, its parent, affiliates or subsidiary companies and their respective directors, officers, employees and agents, in jurisdictions other than California. You agree these Terms of Service shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. Although you acknowledge that we will have the ability to enforce our rights in any court of competent jurisdiction, you hereby consent to the personal jurisdiction and exclusive venue in Los Angeles, California, U.S.A., regarding any and all disputes relating to these Terms of Service or your access to or use of the Site, including without limitation use of Content. You acknowledge and agree that the warranty disclaimers and liability and remedy limitations in this agreement are material terms of this agreement and that they have been taken into account in the decision by us to provide the Site to you hereunder. Except in instances where Jukin Media deems it necessary to seek injunctive or other equitable relief (and as otherwise set forth in these Terms of Service), the parties hereby agree to submit any disputes or controversies between them to binding arbitration in Los Angeles, California in accordance with the rules of the American Arbitration Association. All rights to recover consequential, incidental and/or punitive damages are waived by you. In the event of any dispute, you shall not be entitled to and hereby waive all right to any equitable relief whatsoever, including the right to rescind this Terms of Service agreement , or to enjoin, restrain or interfere in any manner with the Site. The prevailing party shall be entitled to its reasonable outside attorneys’ fees and costs, including its share of the arbitration costs, from the losing party. All decisions of the arbitrator shall be final, binding, and conclusive on all parties. Judgment may be entered upon any such decision in accordance with applicable law in any court having jurisdiction thereof.
YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE OR THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CLAIM OR CAUSE OF ACTION IS PERMANENTLY BARRED.
Date Updated: April 1, 2020
These terms ("Terms") govern the submittor’s ("Licensor") irrevocable grant to Jukin Media, Inc., its successors, affiliates, licensees and assigns (collectively, “Jukin”) of the Licensed Rights (defined below) with respect to all or any part of the audiovisual work(s) submitted by Licensor to Jukin, including without limitation all intellectual property, images, identifiable characters and/or individuals, music, sounds, signage, statements, or other trademarks and logos, and all other rights depicted or contained therein (the “Images”). ALL SUBMISSIONS BECOME THE SOLE PROPERTY OF JUKIN. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSION(S) OF IMAGES CONSTITUTES YOUR AGREEMENT AND INTENT TO BE LEGALLY BOUND BY THE TERMS HEREIN.
BY SUBMITTING AN IMAGE, LICENSOR ACKNOWLEDGES THAT HIS/HER CONTENT MAY BE POSTED ON JUKIN’S WEBSITES AND OTHER INTERNET CHANNELS, USED IN JUKIN’S PROGRAMMING, LICENSED/ASSIGNED TO OTHERS, OR USED AS OTHERWISE PROVIDED BY JUKIN, IN JUKIN’S SOLE DISCRETION, REGARDLESS OF LICENSOR’S ELIGIBILITY FOR PAYMENTS FROM JUKIN. LICENSOR AGREES THAT, IN THE EVENT OF AN INELIGIBLITY FOR PAYMENTS FROM JUKIN, THE OPPORTUNITY FOR THE IMAGES TO RECEIVE PUBLICITY IS THE SOLE AND SUFFICIENT CONSIDERATION DUE TO LICENSOR AND THAT THE EXCLUSIVE LICENSE GRANTED BY LICENSOR HEREIN SHALL BE AND REMAIN VALID AND IRREVOCABLE.
1. Licensed Rights. Licensor grants Jukin the exclusive, unlimited right to use, refrain from using, change, alter, edit, modify, add to, subtract from and rearrange the Images and to exhibit, distribute, broadcast, reproduce, license others to reproduce and distribute, advertise, promote, publish and otherwise exploit the Images by any and all methods or means, whether now known or hereafter devised, in any manner and in any and all media throughout the world, in perpetuity, for any purpose whatsoever as Jukin in its sole discretion may determine (the “Licensed Rights”), including for the purpose of marketing, advertising, and promotion of the Images and Jukin (“Promotional Use”). (Promotional Use includes, without limitation, use in Jukin-produced compilations, pitch reels, and other forms of Jukin-owned and/or represented content designed to generate licensing demand for the Images). Licensor furthermore does hereby irrevocably appoint Jukin as its attorney-in-fact to take any such action as may from time to time be necessary to effect, transfer, or assign the rights granted to Jukin herein, including without limitation copyright-related actions, and assigns to Jukin the right to prosecute any and all claims from the past, present, and future use of the Images by unauthorized third parties. In addition, Licensor grants Jukin the exclusive right and permission to record, copy, reproduce, adapt, modify, summarize, copyright, photograph, film license, vend, rent, distribute, televise, publish, exhibit, disseminate, display, perform and otherwise exploit in any and all markets and media (collectively, “use”) Licensor’s appearance, name, likeness, voice, documents, biographical data, performance in, and other media artifacts provided to Jukin by Licensor or concerning Licensor (collectively the “Materials”) in and in connection with the Images. This grant of rights is made without limitation upon time, circumstances, location, market, or medium of use, and includes without limitation all uses of the Materials in all types of content, including but not limited to, the right to use the Images and/or Materials in connection with 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 Jukin, and also includes, without limitation, the right to use the Images and/or Materials to publicize, advertise and promote any and all of Jukin’s programs, products or services in any and all media. Licensor also understands and agrees that Jukin 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 Licensor.
2. Payments to Licensor. In full and complete consideration to Licensor for all of the Licensed Rights granted to Jukin hereunder, the receipt and adequacy of which are hereby acknowledged, Jukin shall pay Licensor a share of fifty percent (50%) of all proceeds and net revenue earned and received by Jukin from the exhibition, distribution, broadcast, licensing and other exploitation of the Licensed Rights, excluding proceeds from Promotional Use and deducting costs related to rights management ("Revenue Share"). In order to be attributable to the Revenue Share, any revenue must be directly attributable to, and trackable against, the specific Images to which the Licensed Rights are related. For the avoidance of doubt, revenue attributable to the Revenue Share will exclude proceeds or revenue generated from Promotional Use of the Images, including, without limitation, revenue generated from third-party platforms that display produced content containing the Images (e.g. compilations, etc.) intended to drive direct licensing and direct sales demand of and for the Images. Licensor shall be responsible for and agrees to report any taxes relating to payments it receives to the appropriate tax authority and governmental entities. Licensor agrees to complete all additional forms required by Jukin including, but not limited to, an additional signed license agreement, any additional information requested by Jukin relating to the Images, and the submitted Images in a format acceptable to Jukin in order to receive payment, and must be able to grant to Jukin all rights set forth in such forms, including without limitation, the consent forms and/or other releases as required by Jukin (collectively, the “Releases”). For the sake of clarity, Jukin’s requirement related to completion of the Releases is not intended to, and does not, alter that exclusive ownership of the Images that is granted to Jukin upon the Licensor’s electronic submission of the Images to Jukin’s website.
If any payment, or any portion thereof, is undeliverable to Licensor for any reason, the opportunity for the Images to receive publicity and/or possible inclusion in Jukin’s programming is the sole and sufficient consideration due to Licensor. Payments are non-transferable and no substitution of payment is offered, except at the sole discretion of the Sponsor.
Submissions by an eligible Licensor who is a minor in his/her state of residence will be awarded payment to minor’s parent or legal guardian who must sign and return all required documents. The Licensor shall be required to provide Jukin with a valid social security number or tax identification number before the payment will be made for tax reporting purposes, and may be required to sign an IRS W-9 form. Licensors will be issued an IRS 1099 tax form.
3. No Guarantee Regarding Revenue. Licensor acknowledges and agrees that Jukin is not making any representation, guarantee or agreement regarding the total amount of revenue, if any, which will be generated by the Licensed Rights. Licensor agrees that the judgment of Jukin regarding the exploitation of the Licensed Rights shall be binding and conclusive upon Licensor and agrees not to make any claim or action that Jukin has not properly exploited the Licensed Rights, that more revenue could have been earned than was actually earned by the exploitation of the Licensed Rights, or that any buyout or one-time payment to Licensor is insufficient in comparison to the revenue earned by the exploitation of the Licensed Rights. Nothing in these Terms shall obligate Jukin to actually use or to exploit the Licensed Rights. If Jukin is unable to exploit the Licensed Rights and actually utilize the Image(s), Jukin may terminate this Agreement at any time without legal justification or excuse.
4. Licensor Representations and Warranties.
(a) Owner of Rights: Licensor has the sole, exclusive and unencumbered ownership of all rights of every kind and character throughout the universe in and to the Licensed Rights and has clear title to the material upon which the Images are based. Licensor has the absolute right to grant to Jukin, all rights, licenses and privileges granted to or vested in Jukin under these Terms. Licensor has not authorized and will not authorize any other party to exercise any right or take any action that impairs the rights herein granted to Jukin.
(b) Rights Are Clear: Licensor has obtained all clearances and paid all monies necessary for Jukin to exercise its exclusive rights hereunder and there will not be any other rights to be cleared or any payments required to be made by Jukin as a result of any use of the Images pursuant to the rights and licenses herein granted (including without limitation, payments in connection with contingent participations, residuals, clearance rights, moral rights, union fees, and music rights). Licensor has not previously entered into any other agreement in connection with the Images. All of the individuals and entities connected with the production of the Images, and all of the individuals and entities whose names, voices, photographs, likenesses, appearance, works, services and other materials appear or have been used in the Images, have authorized and approved Licensor’s use thereof, and Jukin shall have the right to use all names, voices, photographs, likenesses, appearance and performances contained in the Images in connection with the exploitation, promotion, and use of the Licensed Rights. It is expressly understood that Jukin has not assumed any obligations under any contracts entered into by Licensor.
(c) No Infringement: No part of the Images, any materials contained therein, or the exercise by Jukin of the Licensed Rights violates or will violate, or infringes or will infringe, any trademark, trade name, contract, agreement, copyright (whether common law or statutory), patent, literary, artistic, music, dramatic, personal, private, civil, property, privacy or publicity right or “moral rights of authors” or any other right of any person or entity, and shall not give rise to a claim of slander or libel. There are no existing, anticipated, or threatened claims or litigation that would adversely affect or impair any of the Licensed Rights.
5. Termination. Licensor may seek to terminate its agreement to these Terms at any time; however, these Terms shall only be terminable upon the mutual agreement of the parties, the consent of which may be granted or denied in Jukin’s sole discretion. No termination shall impact any prior license of the Images by Jukin prior to termination, which shall continue in full effect under these Terms.
6. Release and Indemnity. Licensor hereby agrees to indemnify, release and hold harmless Jukin, its successors, licensees, sub-distributors and assigns, and the directors, officers, employees, representatives and agents of each of the foregoing, from any and all claims, demands, causes of action, damages, judgments, liabilities, losses, costs, expenses, and attorney’s fees arising out of or resulting from (i) any breach by Licensor of any warranty, representation or any other provision of these Terms, and/or (ii) any claims of or respecting slander, libel, defamation, invasion of privacy or right of publicity, false light, infringement of copyright or trademark, or violations of any other rights arising out of or relating to any use by Jukin of the rights granted under this these Terms. Licensor acknowledges that Jukin is relying on the representations made by Licensor in accordance with these Terms and a breach by Licensor would cause Jukin irrevocable injury and damage that cannot be adequately compensated by damages in an action at law and Licensor therefore expressly agrees that, without limiting Jukin’s remedies, Jukin shall be entitled to injunctive and other equitable relief.
7. Publicity/Confidentiality. Licensor shall not release, disseminate, issue, authorize or cause the release, dissemination or issuance of any publicity or information concerning the Licensed Rights, Jukin, or these Terms without Jukin’s prior specific written consent (including, without limitation, posting, participating or engaging in social media discussions, news stories, blogs, reports or responses thereto), and Licensor shall direct all licensing or other inquiries relating to the Images solely to Jukin. Licensor acknowledges that these Terms are confidential in nature and agrees not to disclose the content or substance thereof to any third parties other than: (i) Licensor’s respective attorneys and accountants, and/or (ii) as may be reasonably required in order to comply with any obligations imposed by these Terms, or any statute, ordinance, rule, regulation, other law, or court order.
8. Miscellaneous. Licensor acknowledges and warrants that its agreement to these Terms has not been induced by any representation or assurance not contained herein. These Terms supersede and replace all prior agreements, negotiations or understandings in connection with the Licensed Rights, including without limitation any simplified explanation of the terms herein, and in the event there are any inconsistencies between this English-language contract and any translations of terms and conditions, the English-language version shall prevail. These Terms contain the entire understanding of the parties and shall not be modified or amended except by a written document executed by both parties. If any provision of these Terms is found to be unlawful or unenforceable, such provision shall be limited only to the extent necessary, with all other provisions of these Terms remaining in effect. The waiver by either party or consent to a breach of any provision of these Terms by the other party shall not operate or be construed as a waiver of, consent to, or excuse of any other or subsequent breach by the other party. Jukin shall have the right to assign freely the Images, the Materials, the Licensed Rights and/or any of Jukin’s other rights hereunder to any person or entity (by operation of law or otherwise). Licensor may not assign its rights hereunder.
9. Choice of Law/Dispute Resolution. These Terms shall be deemed to have been agreed upon within the State of California, and the rights and obligations of the parties hereunder shall be construed and enforced in accordance with, and governed by, the laws of the State of California, without regard to the conflicts of law principles thereof. The parties agree to the personal jurisdiction by and venue in Los Angeles, California, and waive any objection to such jurisdiction or venue irrespective of the fact that a party may not be a resident of that State. Except for Jukin’s equitable rights as set forth in these terms, the parties hereby agree to submit any disputes or controversies arising from, relating to or in connection with these terms or the parties’ respective obligations in connection therewith to binding arbitration in Los Angeles, California in accordance with the rules of the American Arbitration Association and only for actual monetary damages, if any. In the event of any dispute, Licensor shall not be entitled to, and does hereby waive all right to, any equitable relief whatsoever, including the right to rescind its agreement to these Terms, to rescind any rights granted hereunder, or to enjoin, restrain or interfere in any manner with the marketing, advertisement, distribution or exploitation of the Licensed Rights. All rights to recover consequential, incidental and/or punitive damages are waived by Licensor.
10. Time Limitation on Claims. Licensor agrees that any claim it may have arising out of or related to its use of Jukin services or relationship with Jukin, must be filed within one year after such a claim arose; otherwise Licensor’s claim is permanently barred.
11. Terms & Conditions. Licensor may be required to agree to additional terms and conditions displayed on the Jukin website at www.jukinmedia.com or other Jukin-owned websites, which will be incorporated herein by reference and subject to change. By continuing to access or use Jukin-owned websites after revisions become effective, Licensor agrees to be bound by the revised Terms.