Terms and Conditions

YourVirals | Content Provider Terms Direct Submission

This document contains the terms and conditions applicable to agreements concluded between YourVirals B.V., with its principal office located at Paardeweide 16 C + D in (4824 EH) Breda, The Netherlands, and registered with the Dutch Chamber of Commerce under registration no. 84628987 (hereinafter referred to as “YourVirals”) and users of the Submit Skiller website who wish to license their content to YourVirals (hereinafter referred to as “Content Provider”).

Article 1. Definitions
The capitalized terms used in these Content Provider Terms, both in the singular and the plural, are understood to have the meaning as described in this article.
1.1 Agreement: the agreement between the Parties regarding the provision and licensing of Works, of which these Content Provider Terms and the (completed and submitted) Submission Form form an integral part.
1.2. Content Provider Terms: the terms and conditions of this present document.
1.3. Submit Skiller Platform: the platform Provided by YourVirals through
which content providers may license their videos to YourVirals for commercial exploitation.
1.4. Submission Form: the online submission form, incorporating these Content Provider Terms, through which the Content Provider may conclude the Agreement and submit Works to be subject to the Agreement.
1.5. Works: the videos and accompanying audio indicated in the Submission Form and uploaded or otherwise submitted to the Submit Skiller Platform by way of the Submission Form by theContent Provider, from time to time, during or after conclusion of the Agreement.


Article 2. Conclusion, term and termination of the Agreement
2.1. The Agreement is concluded upon the Content Provider’s completion and submission of the Submission Form and acceptance of these Content Provider Terms and Content Provider’s subsequent receipt of confirmation, automated or otherwise, from YourVirals.
2.2. The Agreement will have an indefinite duration.
2.3. After an initial minimum period of one (1) year, the Content Provider may terminate the Agreement, provided one (1)month notice is given.
2.4. Without prejudice to any other rights and remedies hereunder, either Party will be entitled to terminate the Agreement if the other Party commits a breach of any of its obligations under the Agreement and such breach is irremediable or – if such breach is remediable – the Content Provider fails to remedy that breach within a period of thirty (30) calendar days after being notified in writing to do so.
2.5. Any right granted under Article 3 and Article 4, as well as any provisions regarding confidentiality,warranties and indemnities will survive termination of the Agreement.

Article 3. License and Provision of Works
3.1. The Content Provider grants YourVirals a non-exclusive, perpetual,
transferable, sublicensable, irrevocable and unrestricted license to use, modify, edit and commercially exploit the Works in accordance with the Agreement.
3.2. The Content Provider represents and warrants that the Works submitted through the Submission Form do not contain malware or other harmful software.

Article 4. Compensation
4.1. In consideration of the license granted to YourVirals under Article 3, YourVirals will apply all reasonable efforts to have the Content Provider’s Works
included in popular social media accounts – in order to increase the Content Provider’s brand and/or name recognition.
4.2. YourVirals will ensure that any Works that are included in and published on
such popular social media accounts as specified in the previous paragraph include attribution to the Content Provider. In order for the Content Provider to receive the attribution, it must include the name under which it wishes to receive the attribution in the designated field in the Submission Form. The Content Provider acknowledges that if it does not include this information, YourVirals will not be able to ensure that the attribution as specified above will be included.
4.3. The Parties agree that YourVirals' efforts as described in this Article 4 are sufficient consideration for the license effected under the Agreement.

Article 5. Rights and Obligations
5.1. Except YourVirals' obligations under Article 4, no part of the Agreement
is intended to create an obligation for YourVirals to use the Works in any way. YourVirals, in its sole discretion, decides whether or not to sublicense the Works, incorporate the Works in any project or subscription, or otherwise exploit the Work commercially.
5.2. The Content Provider will keep any personal and company information as registered In the Submit Skiller Platform up-to-date at all times.

Article 6. Confidentiality
6.1. The Parties will treat as confidential (i) the contents of the Agreement, as well as the Nature and content of the relationship between th eParties and (ii) the information they provide to each other before, during or after the performance of the Agreement if this information has been marked as confidential or if the receiving Party knows or should reasonably assume that this information was intended to be confidential. The Parties also impose this obligation on their employees and on the third parties engaged by them for the performance of the Agreement.
6.2. This Article 6 will not apply to any information which:
a. is or becomes generally available to the public other than as a result of a disclosure by the receiving Party in breach of the Agreement;
b. was within the receiving Party's possession prior to its disclosure to it by or on behalf of the disclosing Party;
c. becomes available to the receiving Party on a non-confidential basis from a source other than the disclosing Party not under obligation to keep such information confidential; or
d. is developed independently by the receiving Party.
6.3. In the event that a receiving Party becomes legally compelled to disclose any confidential information provided pursuant to the Agreement, such receiving Party will provide the disclosing Party with prompt written notice so that disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the confidentiality provisions of the Agreement.
6.4. Promptly after the expiration or termination of the Agreement for any reason, each receiving Party will deliver to each disclosing Party all originals and copies of any material in any form containing or representing the confidential information in its possession or will destroy the same at the request of the disclosing Party.
6.5. These provisions continue to apply after the Agreement ends for any reason whatsoever.

Article 7. Warranties and indemnities
7.1. The Content Provider represents and warrants that it is the owner of the Works, and/or possesses all the rights, including copyrights, neighbouring rights and other relevant rights of intellectual property, required to affect provision of the license as described in Article 3, free and clear of any liens, claims, encumbrances or any other restrictions.
7.2. The Content Provider represents and warrants that it has full power and authority to execute the Agreement and to perform all its obligations under the Agreement and that it has filled out the Submission Form accurately and truthfully .
7.3. The Content Provider indemnifies, defends and holds harmless YourVirals from and against any and all claims, damages, liabilities, losses and/or expenses (including reasonable attorneys’ fees and costs) incurred by YourVirals relating to the Content Provider’s failure to perform its warranty obligations under the Agreement, including but not limited to copyright or neighbouring right claims .

Article 8. Miscellaneous
8.1. The Agreement will be governed and construed exclusively by the law of The Netherlands, provided that theContent Provider is not a natural person contracting for a purpose which can be regarded as being outside his trade or profession or is a legal entity that can benefit from consumer protection law . In the latter event, the Agreement will be governed and construed exclusively by the law of the Netherlands, but only insofar this does not have the result of depriving the Content Provider of the protection afforded to him by provisions that cannot be derogated from by agreement by virtue of the law which, in the absence of the choice of applicable laid down in this Article, would have been applicable to it.
8.2. Any dispute arising from or in relation to the Agreement will be brought before the competent court in the jurisdiction where YourVirals' principal office is
located, provided the law does not dictate otherwise. In the event that the Content Provider is a natural person contracting for a purpose which can be regarded as being outside his trade or profession or is a legal entity that can benefit from consumer protection law, and the Content Provider does not agree with the abovementioned court, it may notify YourVirals in writing of its choice for settlement of the dispute by a legally competent court as provided by law within one (1) month of Pusic Entertainment’s invocation of this Article.
8.3. The Content Provider may transfer the rights and obligations set forth in the Agreement to a third party, provided YourVirals has consented in writing.
 
8.4. The invalidity of any particular provision(s) in theAgreement will not affect the validity of the Agreement as a whole. To the greatest extent permitted by law, the Parties will in that event agree to a new provision or new provisions, by which the intention of the original provision(s) is reflected as much as possible.
8.5. YourVirals may amend the Agreement provided one (1) month notice is
given to the Content Provider. During this notification period the Content Provider may object to such amendments. If Content Provider objects, Parties will confer in order to attempt to reach a mutually satisfactory solution. In the event a mutually satisfactory solution cannot be found, the Content Provider may terminate the Agreement. Such termination will be effective from the date the aforementioned amendments will enter into force. If the Content Provider has not objected to the amendment within the aforementioned notification period, it shall be deemed to have accepted such amendments.