Grant of Rights: You hereby grant to Diskover Co. a non-exclusive, sub-licensable license to exercise the following rights throughout the Territory and for the Term set forth above exclusively in the content uploaded to our website.
1. The non-exclusive right to convert, digitize, encode, encode, integrate, make, cause or otherwise reproduce the Phonograms and Videos in any digital or electronic format known or to be known for the purpose of distributing, exploiting or using the Phonograms and Videos as herein granted;
2. The non-exclusive right and license to distribute, reproduce, transmit, license, digitally sell (including without limitation through download, streaming, and subscription services), advertise, publish, publicly communicate, broadcast, and otherwise use and exploit the Phonograms in any electronic or digital format known or to be known, during the Term to consumers throughout the Territory through any platform or service including, but not limited to, your Site(s) ("Direct Distribution") or the sites, platforms or services of any Third Party Platforms;
3. The non-exclusive right and license to stream or broadcast the Phonograms, in whole or in part, free of charge for the purpose of inducing users to download Phonograms ("Preview Clips"). You agree that no royalties or payments (including, but not limited to, for the use of the underlying musical compositions embodied in the Phonograms) shall be caused or payable in respect of any free Preview Clip broadcast. For the avoidance of doubt, the Preview Clip may be made available on the Site or on Third Party Platforms in a manner that allows consumers to listen to the Preview Clip but not to download the Preview Clip;
4. The non-exclusive right and license to exploit and manage the exploitation of audio, visual, and audiovisual recordings, and other user uploaded content ("UGC") incorporating the Phonograms, on the Internet through YouTube or otherwise including, without limitation, the management of the YouTube Content ID with respect to the Phonograms and such UGC, and the tracking, monetization, removal or blocking of such UGC on the Internet ("Content ID")
5. The non-exclusive right and license to use in the Territory the approved name, trademarks, trade name, likeness, image and biography of each artist whose performance is incorporated in the Phonorecords and Videos and in the approved album artwork, lyrics and notes relating to the Phonograms and Videos (collectively the "Album Materials") in connection with the exploitation, sale, and distribution of the Phonograms and Videos hereunder and the advertising or promotion of the Phonograms and Videos in all conﬁgurations and by any means, provided that (i) all materials provided by You to Diskover Co. are deemed approved for the purposes of this Agreement, (ii)
6. The non-exclusive right and license to exploit the musical compositions embodied in the Phonograms and Videos to the extent necessary for Diskover Co. to exploit the rights granted herein. In the event that You do not have ownership or control over such musical compositions, You shall obtain licenses to such compositions.
7. If You submit a YouTube Channel to Diskover Co. to be managed by Diskover Co. or accept (opt-in) Diskover Co. s YouTube-related Services, You grant the non-exclusive right to manage, collect all revenues and exploit all rights to Content on the Channel (including but not limited to any compositions incorporated therein) in the Videos, Phonograms, underlying compositions (if applicable), and the other visual, audio or audio-visual materials (collectively referred to as the "YouTube Content") owned, created or submitted by You to be uploaded, exploited and managed on the YouTube channel submitted by You to Diskover Co, including any related or aﬁliated channels (individually or collectively referred to as the "Channel") in particular but not limited rights to:
1. identiﬁcate potential claims against any unauthorized person who is using the Content on YouTube prior to or during the Term of this Agreement without your authorization;
2. claim and negotiate agreements with such unauthorized persons on your behalf on such terms and conditions as Diskover Co. may choose in its sole discretion;
3. negotiate and grant on your behalf all licenses and sublicenses necessary for YouTube or any Google aﬁliated service to perform its services, including but not limited to hosting, caching, routing, indexing, transmitting, storing, copying, copying, embedding, streaming, perform, distribute, reproduce, play, display, reformat, sync (in a timed relationship or otherwise), edit, modiﬁcate, catalog, aggregate metadata, aggregate Content ID tags, sell advertising against, and otherwise exploit and make available Content on YouTube;
4. include the Content on YouTube and the Channel within the network of YouTube channels owned or controlled by Diskover Co;
5. monetize the Content on YouTube and the Channel by licensing the exploitation of the YouTube Content and/or the Channel for distribution and exploitation on YouTube;
6. monetize the Content on YouTube and the Channel through the sale of advertising and sponsorships;
7. obtain, solicit and arrange for integrations of products, brands or services on or in association with the Content on YouTube and/or the Channel ("Integrations"), subject to your approval;
8. collect any and all revenues generated by the Channel and/or YouTube Content and related services and Integrations; and
9. access and manage the Channel for the purpose of performing the enumerated services and exercising the above rights, including but not limited to cross-promoting the Content on YouTube, adding links, product placements, videos, annotations and other Channels to YouTube Content and the Channel in Diskover Co.'s sole discretion, and promoting and advertising YouTube Content and the Channel within YouTube and Google's advertising platforms (all rights granted in this subsection, except for Integrations, shall hereinafter be referred to as "YouTube Management Services". For the avoidance of doubt, these rights shall include the right to make, make available, reproduce, and distribute separate images (e.g., thumbnails), in connection with the exploitation, your advertising and promotional campaigns, of the Content, the Channel, the Content on YouTube and the Services. The Channel will be included exclusively in Diskover Co.'s network and, accordingly, all Channel views will be incorporated into Diskover Co.'s total network view count for ﬁndings and reporting systems purposes. You agree to disable any options on the Channel that may interfere with Diskover Co.'s ability to provide these services and exercise the rights granted.
8. Unless otherwise expressly speciﬁed, the foregoing license is non-exclusive throughout the Territory during the Term, to the extent possible You will not grant to any third party the rights granted to Diskover Co. herein for any purpose, or independently exploit the rights granted herein to Diskover Co. for any purpose throughout the Territory during the Term to ensure the proper performance of the Services provided. You acknowledge and agree that Diskover Co. may use third parties to exercise the rights granted to it hereunder.
9. The non-exclusive right to synchronize in all types of audiovisual productions the recordings covered by this agreement. DISKOVER CO. shall obtain LICENSOR's approval for any synchronization. To this end, DISKOVER CO. shall send an original copy of the offer to LICENSEE so that within 10 calendar days it may oppose or accept the proposal; if no response is received, the license shall be deemed approved.
LIMITATION OF LIABILITY:
1. DISKOVER CO. shall receive 50% of the value of the bid received as compensation.
THE AGGREGATE LIABILITY OF DISKOVER CO. S AGGREGATE LIABILITY FOR ANY AND ALL CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF MONEY PAID BY DISKOVER CO. TO YOU IN THE TWO (2) YEAR PERIOD PRIOR TO THE DATE OF THE BREACH OR ALLEGED BREACH OF DISKOVER CO. S BREACH OR ALLEGED BREACH GIVING RISE TO SUCH LIABILITY. IN NO EVENT SHALL DISKOVER CO. BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS OR LOSS OF DATA ARISING OUT OF OR RELATING TO THIS AGREEMENT. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL APPLY REGARDLESS OF THE CAUSE OF ACTION UNDER WHICH SUCH DAMAGES ARE SOUGHT, WHETHER FOR BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, WHETHER OR NOT THE PARTIES WERE OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, AND REGARDLESS OF WHETHER THE REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE PARTIES AGREE THAT THE AGREEMENTS MADE IN THIS SECTION REFLECT A REASONABLE ESTIMATE OF RISK, AND THAT EACH PARTY WILL NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS OF LIABILITY.
You shall assume all responsibility and shall defend, indemnify and hold us and a third party if any harmless from your use of the platform and service.
Our liability under or in connection with the Platform and the Service (including damages) whether for negligence, breach of contract or otherwise shall be limited to the value of the fees paid by you to us during the 12 months prior to the claim.
We shall not be liable for any loss, whether arising directly or indirectly from: (a) profits, (b) savings, (c) goodwill, (d) reputation, (e) income, (f) anticipated savings, (g) business or opportunity or (h) any other economic loss; nor any loss or damage, indirect, consequential or incidental of any nature, whether arising from breach of contract, warranty, tort, strict liability, negligence or otherwise, or even if advised of the possibility of such loss or damage, or whether such loss or damage could reasonably have been foreseen.
We respect the rights of others (including copyright, image and personality rights, etc.) and expect our customers to do the same. In accordance with the European Directive on Internet Service Provider Liability, we will respond promptly to remove or disable access to material uploaded by users of the platform and/or service that we allege infringes the rights of others