License agreement for the possible exploitation of audio-visual content

License agreement for the possible exploitation of audio-visual content

Dear user of the website www.userfarm.com (hereunder the "Website"), the following terms and conditions set forth and regulate the use and possible exploitation of the audio-visual contents which you will upload and make available on the Website.
By accepting the License you are representing to be elder than eighteen. Unless otherwise indicated for specific initiatives you must be at least 18 years old to upload and make available contents on the Website.
This License is entered by and between you and Userfarm S.p.A. with registered office in Milan, Viale Coni Zugna, 5/A 20144 (hereinafter the “Company”).

1. Purpose

1.1 By virtue of this License, you are hereby granting:
the Company, on a non-exclusive basis, with an assignable and licensable worldwide free-of-charge license to use, reproduce, communicate, edit and/or broadcast for the production and development of derivative work, convert and adapt on the Company’s websites, including the Website (directly or linked to other websites), any audio-visual content (“Video(s)”) which you will make available on your website, such as indicated in the registration form (“Former Website”), or that you will delivery or make available to the Company by any means whatsoever; and each and any Company’s websites (including the Website) user, on a non-exclusive basis, with a free-of-charge license to access the Video(s) from any country worldwide, through the said websites, including the Websites, as well as to use, reproduce, communicate, edit and/or broadcast for the production and development of derivative work, convert and adapt the Video.

1.2 Furthermore you are hereby granting the Company with an option right to purchase the additional license on Video(s) as set forth at section 1.3 below. The said option right can be exercised by the Company, at its sole discretion, at any time within 5 (five) years following the upload on the Website or other delivery by any means whatsoever of the relevant Video(s) to the Company. Since the exercise of the said option rights is at the Company sole discretion, you hereby expressly acknowledge that by uploading and making available Video(s) on the Website you does not and/or shall not rely upon and/or expect any possible exercise of the said option by the Company.

1.3 Subject to Company’s selection and exercise of the option rights on the Video(s) in accordance with section 2 below you hereby grant the Company and its assignee, on a non-exclusive basis, a perpetual and worldwide license to use and exploit any rights on the Video(s), in whole or in part, with no restriction of time, passages, manners and space, by any means and procedure currently known or hereinafter developed and/or invented, including but not limited to, reproduction, performing and communication to the public rights, use for derivative works related rights, embedding, adaptation, distribution, translation and/or dubbing, lending and/or renting rights. By way of example, but not limited to, the Company and its licensee (as set forth below) shall be entitled to:

  • convert, reproduce by any means and procedure, communicate, edit and/or broadcast, in whole or in part, the Video(s), using any manner or currently known broadcasting system (e.g. TV, radio, phone, mobile, internet and communications network, private and/or public cinema, et alia), or hereinafter developed and/or invented, using any terrestrial or space technical instruments, concerning the transmission and reception known (for instance, digital decoder - including DAB, DVB-H and DVB-X, telecommunication satellite or by direct diffusion via DTH, terminal units, satellite decoder, optical fiber cable, phone cable, wireless network, UMTS and GPRS, wire, etc.) or hereafter developed, in any form (coded and/or encoded, free/pay, analogical and/or digital, interactive and/or multimedia, all kind of on line and wap, by means of inclusion in bouquet of digital channel/platforms and data transmission channel of third parties through conditional access or not, etc.);
  • distribute, publish, embed and/or reproduce, images or any other part of the Videos on leaflets, magazines, album, collections, products, etc., also in commercial initiatives (promotions, merchandising, etc.), to use the same, with no limitation in the production and sound, visual and/or audiovisual products (including videotape recordings, video-records and other products out of commerce, magnetic or optical information supports or platform off-line and on-line, which may require a computer data processing and/or development and/or diffusion, the so-called electronic rights);
  • transcribe and perform, represent, perform the Video(s) in public, trade, lend and/or rent, translate and/or dub, insert prices competitions, games (also interactive, to the public and in match and/or collaboration with commercial partner), programs, shows, subtitles and trademarks (figures and names); proceed and/or transform, store in archives, cut, modify and/or make addictions, insert or replace the spoken comment and/or the soundtrack, using extracts, recording or filing the title (as well as trademark), also with symbols or names, transmitting and using parts, extracts, sequences and/or images as well as for advertising, promo and any other use and/or commercial and business exploitation, none excluded, now known or hereinafter devised, without any additional fee or indemnification to be paid;
  • edit the Video(s) by inserting spots, billboards, jingle, promo, diary, announcements, messages, writings, and logos - advertising or not - by entire screen or by partial screen (the so-called split screen) or by graphic insertions on virtual and/or interactive advertising, TV promotions, any other services concerning advertising, promotional, sponsoring, and direct sale and/or by third parties as well as through interactivity

2. Selection of Video(s)

The Video(s) will be possibly selected by the Company (and/or third parties entrusted by the Company) to its sole discretion without any limitation or commitment to the number of Video(s) which can be made available to the public and selected by the Company, even in the event of voting procedures set forth at section 3 below.

In the event the Company identifies one or more Video(s) on the Web Site or Former Website, it will notify via email the user – by adequately identifying the relevant Video(s) by indicating title, duration, etc. – the exercise of the option right set forth at section 1.2 of this License. Following the said notice the Company and/or its licensee/assignee shall be entitled to exercise the exploitation rights on the identified Video(s) pursuant to this License.

3. Voting procedures

The Company can promote pools and voting procedures amongst the users and/or third parties concerning the Video(s) thus eventually setting out charts of the most favorites Video(s) by the users. In no event the Company shall be deemed as committed to select the most voted and/or liked Video(s). You hereby acknowledge and agree that you shall not be entitled to the payment of any consideration pursuant to section 4 below due to the outcomes and results of possible pools and voting procedures promoted by the Company.

4. Consideration

As overall consideration for the license set forth at section 1.3 above, subject to the selection of the Video(s) and exercise of the option rights by the Company, you shall be entitled to receive the payment of the minimum gross amount equal to Euro 5,00 (five/00) per each Video selected by the Company. It being expressly understood that the Company can, at its sole discretion, decide from time to time to increase the said minimum consideration, but you will not be entitled to claim and/or pretend any further. Therefore you hereby acknowledge and represent that other than the said consideration nothing shall be claimed to the Company and/or third parties.

You hereby expressly authorize the Company to disclose and publish on the Website, from time to time, the overall amount which you are entitled to in accordance with this License, thus also to facilitate your access to the said information. In this respect, you hereby acknowledge that the said information – as well as the other information set forth at section 10 of this License – shall be available free to all Website’s users.

5. Reports and terms of payment

The Company will send you via email a report detailing the Video(s) selected in accordance with section 2 above and breakdown for each Video whenever the overall amount payable pursuant to section 4 exceeds Euro 200,00 (two hundred/00) or its multiple (e.g. Euro 400,00; Euro 800,00, etc.). The payment will be processed by the Company within 60 days from the receipt of the said report, subject to the receipt by the Company of necessary supporting tax documentation (e.g. invoice).
The report will be sent to the email address indicated in the registration form. Any change of the former email address shall be notify to the Company, otherwise the latter shall not be deemed liable for any delay and/or failure to process payment of the consideration and/or delivery of the report.
In any event the Company will send you a report on a yearly basis as of September 30 and will process the payment of due amounts in accordance with this section.
The payment of due and payable consideration shall be processed through PayPal. Any commission due to the use of the relevant service shall be paid by the Company. The Company will not process payments to users which do not hold a PayPal account.

6. Representations and warranties on the Video(s)

You hereby represent and warrant:

  • to legitimately own any and all the exclusive rights as well as the moral rights on the Video(s) – including but not limited to any and all intellectual property rights and other kind of rights regarding the exploitation of the Video(s) and the licensing of the latter to the Company and its licensee(s) in accordance with this License – as well as the free and indisputable exercise of the Company rights, the absence of bounds and duties as well as not to have carried out or to carry out any act which could prevent or limit the free exercise and/or use of such rights by the Company in accordance with this License;
  • to have obtained any and all the consent from any possible rights owner, including copyright and derivative rights, as well as any license, permission, clearances required with reference to the Video(s), including but not limited to, the obligations and clearances required by the applicable Privacy Laws and regulations as well as the necessary parents authorizations and waivers in the event the Video(s) include images of individual younger than 18-year old;
  • that the Video(s): (I) does not breach any personal right or other right of third parties or laws and rules; (II) it is not defamatory of any individual or entity; (III) it does not contain obscene, offensive, illegal, racist, sexually explicit, pornographic, harassing, threatening, abusive blasphemous and/or violent contents and messages; (IV) it does not contain contents and messages which would require parental control; and (V) does not contain any visual and/or sound element, having subliminal advertising nature or direct and indirect advertising nature of goods and services which are otherwise in breach of the applicable law and regulation
  • not to have anything to claim against the Company and/or third parties vis-à-vis the granting of license set forth by this License or for any reason whatsoever.

You hereby agree to promptly provide, if requested by the Company and/or its assignee, any document regarding the fulfillments above.

7. Indemnification and liabilities

You hereby undertake to keep the Company - and its assignee(s) and/or licensee(s) - indemnified and harmless from any claim, damage and/or suits (including legal expenses) that may be threatened, made or brought by anybody due to the infringements of the representations and warranties set forth at section 6 above or however due and/or connected to the exercise of the rights in accordance with this License.

8. Sublicense

You hereby expressly authorize the Company to sublicense all or part of the rights on the Video(s) set forth by this License to third party(ies). Therefore, for the avoidance of any doubt the rights set forth at section 1.3 can be assigned by the Company to third party(ies) which shall be entitled to act as (sub) licensee(s). In this event the Company shall be free, at its sole discretion, to negotiate and agree with the said third party(ies) the terms and conditions regarding the exercise of such rights.

9. Discussion forum(s)

By virtue of this agreement you (and/or your son, where applicable) will be entitled to participate to the discussion forums on the Website and/or other websites managed by the Company, in accordance with the rules and modalities that will be set forth from time to time and that can be amended by the Company at its sole discretion.
With reference to your participation to the said forums, you shall not post message(s) (i) in breach of any personal right or other right of third parties or laws and rules; (ii) defamatory of any individual or entity; (iii) obscene, offensive, illegal, racist, sexually explicit, pornographic, harassing, threatening, abusive blasphemous and/or violent; (iv) which would require parental control; and (v) having subliminal advertising nature or direct and indirect advertising nature of goods and services which are otherwise in breach of the applicable law and regulation. You hereby undertake to keep the Company indemnified and harmless from any claim, damage and/or suits (including legal expenses) that may be threatened, made or brought by anybody due to content(s) of messages that you posted on the said forum, without prejudice of the Company not to publish and/or remove the message to its sole discretion as well as to ban you from the forum.
You will receive a newsletter from the Company for updates on the initiatives and activities on the Website.

10. Information available on the Website

You expressly agree and approve the disclosure on the Website of the following personal information and data of your profile. The said information will be available to all the users in relation to the fulfillment of this License although will not allow to personally identify your person:

  • your 'nickname' indicated in the registration form on the Website;
  • your registration date;
  • your profile description as indicated in the registration form on the Website;
  • your accrued amount in accordance with this License (see section 4, last paragraph);
  • your Former Site;
  • your latest Video(s) selected by the Company (including title and date);
  • your address area;
  • the votes received by your Video(s) and “likes” posted by the users, including relevant comment if any.

11. Governing law and jurisdiction

This License shall be governed by Italian Law Any and all disputes arising in connection with the construction and application of this License shall be subject to the exclusive jurisdiction of the Court of Milan.

12 General terms

No regulation of this license shall be interpreted so that limiting or excluding the mandatory norms application to preserve the consumer’s interests and, in any case, the mandatory application norms in force in your country. You expressly accept that, in purpose of this license, the Company shall contact you via email, fax, telephone or any communication device at distance.