Publisher Terms and Conditions

PLEASE READ THESE PUBLISHER TERMS AND CONDITIONS (“PUBLISHER TERMS”) CAREFULLY. THIS IS A LEGAL DOCUMENT. IT CONTAINS BINDING OBLIGATIONS. BY CLICKING "I AGREE" AT THE END OF THIS DOCUMENT, YOU ARE AGREEING TO BE BOUND BY THESE PUBLISHER TERMS (WHICH GOVERN UPLOADED CONTENT) AND THE TERMS OF USE (“TOU”) (WHICH GOVERN USE OF THE WEB SITE), WHICH ARE INCORPORATED HEREIN BY REFERENCE. “You” and “Your” refer to the individual who has agreed to these Publisher Terms, whether on his or her own behalf or on behalf of any other individuals or companies.

These Publisher Terms were last updated on October 7, 2008.

The Veoh Service

The “Veoh Service” is described in the TOU. In addition, the Veoh Service may include the services described from time to time on Veoh’s website, provided, however, that Veoh reserves the right to change, improve and/or update the Veoh Service from time to time in its sole discretion. As part of the Veoh Service, Veoh allows certain users to upload, manage and distribute their content (“Uploaded Content”) directly to end users through various distribution channels, including, but not limited to (i) their own proprietary website/s, (ii) through the Veoh Service itself, and (iii) anywhere Veoh allows such content to be accessed in any media format, through any media channel and/or via any media device. All of these services, activities and distribution methods are included in the term “Veoh Service,” as used herein. By uploading your content and agreeing to these terms you are a “Publisher” under these Publisher Terms.

Your Obligations

In order to upload and publish content on the Veoh Service, you must have an active, authorized account with Veoh. Please see the TOU for the terms and conditions relating to registration of an account. All Uploaded Content made available by You, other than “User Material,” as defined in the TOU, is referred herein as “Uploaded Content” and includes the audio-visual display (i.e., video) that You upload to the Veoh Services, along with any other material You provide including, without limitation, music, animation, text, software, scripts, graphics, images, audio, information and interactive features. You are solely responsible for all Uploaded Content You transmit or submit to Veoh, whether created by or for You, and for any consequences of publishing Your Uploaded Content. You may not submit Uploaded Content that contains any pornographic, infringing, hate-related, violent or illegal content. You may only upload and publish Uploaded Content on the Veoh Service for which You have sufficient rights and licenses to permit the distribution of Your Uploaded Content via the Veoh Service. At all times, in using the Veoh Service, You must observe and abide by these Publisher Terms and the TOU, as they may be amended from time to time.

License to Uploaded Content

You hereby grant to Veoh a revocable, non-exclusive, worldwide, royalty-free, sublicensable and transferable right and license to: (i) use, display, publicly perform, transmit, distribute, copy, edit, modify, store, reproduce, make available for download and/or provide Your Uploaded Content on or through the Veoh Service, either in its original form, as a copy or as a derivative work; (ii) secure, encode, reproduce, host, cache, route, reformat, analyze and create algorithms based on Your Uploaded Content; (iii) distribute, transmit, and/or display Your Uploaded Content and encoded works via such technologies as are supported by Veoh from time to time through or via the Veoh Service; (iv) display advertisements and promotional material in connection with Your Uploaded Content; and (v) perform such other acts with respect to Your Uploaded Content as are necessary from time to time to provide the Veoh Service. This license to Veoh will terminate within a commercially reasonable time after You remove or delete Your Uploaded Content. You understand and agree that Veoh may retain, but not display, distribute, or perform, server copies of Your Uploaded Content that have been removed or deleted. For the avoidance of doubt, as between You and Veoh, You retain all ownership rights in and to the Uploaded Content.

License to Trademarks

You hereby grant Veoh, a non-exclusive, royalty-free right to reproduce and display Your logos, trademarks, trade names and other similar identifying material (the “Marks”) solely for the purposes of promoting, marketing and/or displaying Your Uploaded Content and, to grant sublicenses thereto on the same terms and conditions to end users and Veoh’s affiliates and partners to the extent necessary in connection with the provision of the Veoh Service. This trademark license will terminate automatically upon the termination of these Publisher Terms between You and Veoh.

Uploaded Content Publication Options

By using the publisher portion of the Veoh Service, You may select options made available by Veoh regarding the presentation, management, distribution of and end user access to Your Uploaded Content. You may change Your selections regarding each option to the extent permitted by the publisher portion of the Veoh Service. In all cases, Your last selections reflected in Veoh’s database shall be conclusive in the event of any dispute.

No Endorsement; Availability; Monitoring

You acknowledge that Veoh does not endorse, evaluate or guarantee any Uploaded Content and You may not state or imply any such endorsement, evaluation or guarantee. Veoh does not guarantee that any Uploaded Content will be made available on the Veoh Service, whether continuously or at all. You acknowledge that You have no expectation of privacy or confidentiality with respect to Your Uploaded Content. Veoh shall have no obligation to monitor any Uploaded Content. However, Veoh and its agents shall have and do reserve the right to monitor any Uploaded Content from time to time for any lawful purpose.

Suspension

Veoh reserves the right to suspend its performance of the Uploaded Content or any aspect thereof under these Publisher Terms at any time, without giving prior notice, for any act which Veoh, in its sole discretion, determines to be harmful to any end user of the Veoh Service, the Veoh Service itself or which Veoh determines in good faith violates or fails to comply with any applicable law or regulation. Veoh may, without notice to You, remove or block any Uploaded Content from the Veoh Service.

Removal of Uploaded Content

Veoh respects the licensing choices of its publishers to viewers, including Creative Commons type licenses. You may elect to remove Your Uploaded Content from the Veoh Service at any time. Veoh will use commercially reasonable efforts to remove Your Uploaded Content from the Veoh Service within three business days after receipt of Your notice of removal but shall have no liability for failure to remove such Uploaded Content. You acknowledge and agree that Veoh has limited practical ability to control or monitor possible infringement of Your intellectual property rights by other parties and that Veoh assumes no responsibility for controlling or monitoring such intellectual property rights and shall have no liability for any alleged infringement. In addition, Veoh is not responsible for enforcing Your intellectual property rights, including filing suit or taking other legal action against infringers or against Veoh’s distribution partners who fail to cease using Your Uploaded Content upon Your election to remove such Uploaded Content from the Veoh Service.

Representations and Warranties

Authority. You represent and warrant at all times that: (i) You are either more than 18 years of age, an emancipated minor or possess legal parental or guardian consent and are fully authorized to enter into these Publisher Terms and TOU on Your own behalf and on behalf of any other individuals or companies whom You are representing; (ii) You are fully able and competent to accept, make and/or perform the terms, conditions, obligations, representations and warranties set forth in these Publisher Terms and the TOU, and to abide by and comply with the terms herein; (iii) if You are a company, You are duly organized, validly existing and in good standing under the laws of the state of Your organization, You have full corporate power and authority to enter into these Publisher Terms and the TOU, and You are duly authorized to perform the obligations and to carry out the provisions herein; (iv) You understand that these Publisher Terms and the TOU are legal and valid obligations, binding and enforceable in accordance with their terms; and (v) neither the execution, delivery and performance of these Publisher Terms nor the TOU conflicts with any agreement, instrument, or understanding, oral or written, to which You are a party or by which You may be bound, or violates any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over You.

Your Uploaded Content. You specifically represent and warrant that (i) You either own fully and outright the Uploaded Content or have obtained all rights, approvals, licenses, consents and permissions as are necessary, and are authorized to grant the licenses granted by You under these Publisher Terms, to make the representations and warranties made herein, and to perform Your obligations hereunder; (ii) Your Uploaded Content and the distribution and/or publication of Your Uploaded Content through the Veoh Service, directly or indirectly, does not, and shall not, infringe or misappropriate any copyright, trademark, privacy right, name and likeness right or any other rights of any third party; (iii) You have obtained all necessary consents (including with respect to name and likeness), secured all licenses and paid all associated fees required to be paid to third parties (including for the use of any music performed in, contained in or synchronized with any of the Uploaded Content) (“Third Party Fees”) with respect to the Uploaded Content and You covenant to timely pay any and all Third Party Fees required to be paid in the future. You further expressly agree that, as between You, on the one hand, and Veoh and its affiliates, subsidiaries and distribution partners on the other hand, any obligation to secure any third party rights and to pay Third Party Fees as a result of distribution of Your Uploaded Content pursuant to these Publisher Terms shall be Your obligation and not the obligation of Veoh or any of its affiliates, subsidiaries or partners.

Indemnification

You agree to defend, indemnify and hold harmless Veoh and its affiliates, subsidiaries and distribution partners and their respective officers, directors, employees and/or agents (collectively, “Veoh Indemnitees”) from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys’ fees) arising from: (i) Your violation of any term of these Publisher Terms, including any breach of any representation, warranty, covenant or agreement made by You herein; (ii) Your violation, alleged or actual, of any third party right, including without limitation any copyright, property, or privacy right; (iii) any claim that any of Your Uploaded Content caused damage to a third party, and (iv) Your gross negligence or willful malfeasance (collectively, “Claims”). You are solely responsible for defending any such Claims, and for payment of losses, costs, damages or expenses resulting from the foregoing to both a third party and to the Veoh Indemnitees. Veoh shall have the right, in its sole discretion, to select its own legal counsel to defend the Veoh Indemnitees from any Claims (but by doing so shall not waive Your indemnity obligations), and You shall be solely responsible for the payment of all reasonable attorneys’ fees incurred by the Veoh Indemnitees in connection therewith. You shall notify Veoh immediately if You become aware of any actual or potential Claims, suits, actions, allegations or charges that could affect Your or Veoh’s ability to fully perform its respective duties or to exercise its respective rights under these Publisher Terms. You shall not, without the prior express written approval of Veoh, settle, dispose or enter into any proposed settlement or resolution of any Claim (whether having been finally adjudicated or otherwise) brought against You, if such settlement or resolution results in any obligation or liability for any Veoh Indemnitee. This defense and indemnification obligation will survive the termination or expiration of these Publisher Terms.

Disclaimers

THE VEOH SERVICE IS PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS ONLY. EXCEPT AS EXPRESSLY PROVIDED IN THESE PUBLISHER TERMS, VEOH MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND TO YOU, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER IN CONNECTION WITH THESE PUBLISHER TERMS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, TITLE, SUITABILITY OR OTHERWISE. VEOH MAKES NO REPRESENTATION, WARRANTY OR ASSURANCE TO YOU THAT THE VEOH SERVICE WILL BE ERROR-FREE OR PERFORM IN ACCORDANCE WITH ANY PARTICULAR STANDARD, LEVEL OR METRIC. YOU ALSO EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE VEOH SERVICE RELIES UPON THIRD-PARTY SOFTWARE FOR CERTAIN FUNCTIONS, INCLUDING, WITHOUT LIMITATION, THE ENCODING AND APPLICATION OF SECURITY AND DIGITAL RIGHTS MANAGEMENT FUNCTIONALITY AND PROTECTIONS, IF AVAILABLE. VEOH MAKES NO REPRESENTATION OR WARRANTY TO YOU THAT SUCH SOFTWARE WILL BE ERROR FREE, ACCOMPLISH THE SPECIFIED INTENT OR PERFORM IN ACCORDANCE WITH ANY PARTICULAR STANDARD, LEVEL OR METRIC, AND VEOH SHALL NOT BE LIABLE FOR ANY FAILURE THEREOF TO YOU OR ANY THIRD PARTY. YOU ALSO ACKNOWLEDGE AND AGREE THAT TECHNOLOGY MAY EXIST OR BE DEVELOPED TO COPY, DOWNLOAD OR OTHERWISE ACQUIRE YOUR UPLOADED CONTENT WITHOUT YOUR AND/OR VEOH’S AUTHORIZATION AND/OR KNOWLEDGE, INCLUDING, WITHOUT LIMITATION, UPLOADED CONTENT DELIVERED THROUGH STREAMING TECHNOLOGY.

Limitation of Liability

IN NO EVENT SHALL VEOH OR ITS AFFILIATES, SUBSIDIARIES OR DISTRIBUTION PARTNERS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND/OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS OR REVENUE, LOST BUSINESS, BUSINESS INTERRUPTION OR OTHERWISE) ARISING DIRECTLY OR INDIRECTLY FROM THE UPLOADED CONTENT AND/OR THE PERFORMANCE UNDER OR FAILURE OF PERFORMANCE OF ANY PROVISION OF THESE PUBLISHER TERMS.

SOME JURISDICTIONS RESTRICT THE LIMITATION OF LIABILITY OR DAMAGES, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. IF ANY PART OF THE LIMITATION OF LIABILITY SET FORTH ABOVE IS UNENFORCEABLE UNDER APPLICABLE LAW, VEOH’S AND ITS SUPPLIERS’ AGGREGATE LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

Miscellaneous

Force Majeure. In the event that either party is prevented from performing or is unable to perform any of its obligations under these Publisher Terms due to any cause beyond its reasonable control, then that party’s performance shall be excused and the time for performance shall be extended for the period of delay or inability to perform due to such occurrence.

Assignment. You may not assign any of Your rights or obligations under these Publisher Terms or the TOU without Veoh’s express prior written consent. Veoh may assign its rights or assign or delegate any of its obligations under these Publisher Terms or the TOU without restriction.

Governing Law, Jurisdiction and Venue. These Publisher Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to or application of choice of law rules or principles. You expressly consent to the personal and exclusive jurisdiction and venue of the state and federal courts located in Los Angeles County of the State of California for any claim or action arising out of or relating to these Publisher Terms. You agree that ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE PUBLISHER TERMS MUST COMMENCE WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES.

Good Faith. You agree to act in good faith with respect to each provision of these Publisher Terms and the TOU and any dispute that may arise related hereto or thereto.

Enforceability and Waiver. If any provision of these Publisher Terms is found illegal or unenforceable, the Publisher Terms will be enforced to the maximum extent permissible, and the legality and enforceability of the other provisions of these Publisher Terms will not be affected. No delay or failure by Veoh to exercise or enforce any of its rights under these Publisher Terms will act as a waiver of such rights. The waiver by You or Veoh of a breach or a default of any provision of these Publisher Terms shall not be construed as a waiver of any succeeding breach of the same or any other provision.

Severability. Each provision of these Publisher Terms shall be severable from every other provision hereof for the purpose of determining the legal enforceability of any specific provision.

Survival. All terms of these Publisher Terms which by their nature extend beyond their termination shall remain in effect for as long as necessary to permit their full discharge and apply to each party’s respective successors and permitted assigns.

Headings. The section headings and subheadings contained in these Publisher Terms are included for convenience only, and shall not limit or otherwise affect the terms hereof.

Export and International Use. The Veoh Service is controlled and offered by Veoh from its facilities in the United States of America. Veoh makes no representations that the Veoh Service is appropriate or available for use in other locations. Those who access or use the Veoh Service from other jurisdictions do so at their own volition and are responsible for compliance with local law.

Notices. All notice required to be given under these Publisher Terms must be given in writing and delivered either by hand or by recognized overnight delivery service, all delivery charges pre-paid, and addressed as set forth below.

If to Veoh:

Veoh Networks, Inc.
10180 Telesis Court
4th Floor
San Diego, CA 92121
Attn: General Counsel

If to You: Via email or transmittal to the address identified by You through Your registration for the Veoh Service shall constitute notice to You.

Entire Agreement. These Publisher Terms, together with the TOU and Veoh’s Privacy Policy, constitutes the entire understanding of the parties hereto with respect to the matters and transactions contemplated hereby and supersedes all previous agreements between You and Veoh concerning the subject matter hereof. Neither party hereto has relied on any statement, representation or promise of the other party or representative thereof in agreeing to these Publisher Terms.

Modification of Publisher Terms. Veoh shall have the right to modify these Publisher Terms at any time, which modification shall be effective immediately following the earlier of Veoh’s posting of such change on its website or upon written notice to You. We recommend that You check the Veoh website regularly for any such changes. Your use of the Veoh Service following such posting or receipt of such written notice shall be deemed to constitute Your acceptance of such modification. These Publisher Terms may not otherwise be changed or modified, except in a writing signed by an authorized representative of Veoh.