mmhmm inc. and its affiliated companies (collectively the “Company" or “us”) welcome your interest in sharing how you use our mmhmm software and service (“mmhmm”). We are excited to share with the world the creative uses of mmhmm by you and others. Please note that by agreeing to submit to us work that you’ve created with mmhmm (the “Work”), so that we can demonstrate the amazing possibilities of mmhmm, we require that you grant us certain rights to use and publicize the Work, along with your name, likeness, image, voice and other personal characteristics that may appear in the Work, for our advertising, promotion and other commercial and business purposes. Accordingly, in consideration for the intangible value you obtain by participating in the promotion of mmhmm, and other good and valuable consideration, your submission to us of the Work confirms that you agree with the terms and conditions set forth herein (this "Agreement").
I hereby irrevocably permit, authorize and license the Company, its successors and assigns, and its and their respective licensees, and third parties engaged in promoting mmhmm, and their respective employees, officers, directors and agents ("Authorized Persons"), to (1) display, publicly perform, exhibit, transmit, broadcast, reproduce, record, photograph, digitize, license, and otherwise use and permit others to use the Work, and my name, image, likeness and appearance, voice and verbal comments included in the Work, and (2) modify, edit, adapt, and create derivative works of the Work, including any image, likeness and appearance, voice and verbal comments of me therein, and all such materials created by or on behalf of the Company that incorporate any of the foregoing, (collectively, the "Materials"), on a perpetual basis throughout the world and in any medium or format whatsoever now existing or hereafter created, and for any purpose related to the promotion of the Company and its businesses, products and services, including without limitation, advertising, public relations, publicity, packaging and promotion, without further consent from or royalty, payment or other compensation to me.
I hereby irrevocably transfer and assign to the Company my entire right, title, and interest, if any, in and to the Materials (excluding the Work) and all copyrights in the Materials arising in any jurisdiction throughout the world, including the right to register and sue to enforce such copyrights against infringers. I acknowledge and agree that I have no right to review or approve the Materials before they are used by the Company, and that the Company has no liability to me for any creation, editing or alteration of the Materials or for any distortion or other effects resulting from the Company's editing, alteration or use of the Materials. I acknowledge that the Company has no obligation to use the Work or any Materials or to exercise any rights given by this Agreement.
To the fullest extent permitted by applicable law, I hereby irrevocably waive all legal and equitable rights relating to all liabilities, claims, demands, actions, suits, damages and expenses, including but not limited to claims for copyright or trademark infringement, infringement of moral rights, defamation, invasion of rights of privacy, rights of publicity, intrusion, false light, public disclosure of private facts, physical or emotional injury or distress or any similar claim or cause of action in tort, contract or any other legal theory, now known or hereafter known in any jurisdiction throughout the world (collectively, "Claims") arising directly or indirectly from the Authorized Persons' exercise of their rights under this Agreement and the use of the Work and the Materials, and I covenant and agree not to make or bring any such Claims against any Authorized Persons and forever release and discharge the Authorized Persons from liability under such Claims.
I represent and warrant to the Company that: (i) I have full right, power, and authority to enter into this Agreement and grant the rights hereunder; (ii) I will provide only true and correct statements and other information in connection with this Agreement; and (iii) the Work, and the Authorized Persons' use of the Work in the Materials, and the rights and license granted hereunder do not, and will not, violate any right of, or conflict with or violate any contract with or commitment made to, any person or entity, and that no consent or authorization from any third party is required in connection herewith including, without limitation any copyright holder in any music or images in the Work. I agree to defend, indemnify, and hold harmless the Authorized Persons from and against all Claims arising from or relating to any inaccuracy or breach of any of the foregoing representations and warranties.
I have not relied on any statement, representation, warranty, or agreement of the Company or of any other person on the Company’s behalf, in submitting my Work or entering into this Agreement. This Agreement constitutes my sole and entire agreement with the Company with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or un-enforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. The Company may assign this Agreement and its rights hereunder, in whole or in part, to any party. This Agreement is binding on and shall inure to the benefit of me, the Company, and our respective heirs, estate, administrators, successors and permitted assigns. All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule whether of the State of California or any other jurisdiction. Any claim or cause of action arising under this Agreement shall be brought only in the federal and state courts located in California, and I hereby consent to the exclusive jurisdiction of such courts.