Video Submission Agreement

Last updated: February 6, 2019

THIS VIDEO SUBMISSION AGREEMENT (“AGREEMENT“) IS A LEGAL AGREEMENT BETWEEN YOU AND MAKE LOVE NOT PORN, LLC AND/OR ITS AFFILIATES (“MLNP“, “US“, “OUR“, OR “WE“). BY MAKING AN ONLINE SUBMISSION OF ANY CONTENT (DEFINED BELOW) TO MLNP, YOU CONFIRM YOUR ACCEPTANCE OF ALL OF THE TERMS OF THIS AGREEMENT AND FORM A LEGAL CONTRACT BETWEEN YOU AND MLNP. THIS AGREEMENT CONSTITUTES ADDITIONAL TERMS UNDER OUR TERMS OF SERVICE.

YOU ACKNOWLEDGE AND AGREE THAT ANY CONTENT YOU PROVIDE OR SUBMIT TO MLNP MAY BE USED AS DESCRIBED HEREIN INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH THE MLNP WEBSITES, SOFTWARE, FEATURES AND ONLINE SERVICES (THE “SERVICE“). YOU ACKNOWLEDGE THAT THE SERVICE WILL FEATURE USER GENERATED AND OTHER MATERIALS EXPLICITLY DEPICTING SEX BETWEEN CONSENTING ADULTS, AND OTHER INFORMATION AND MATERIALS OF A GRAPHIC AND SEXUAL NATURE.

BY SUBMITTING OR PROVIDING ANY VIDEO(S), YOU REPRESENT AND WARRANT THAT:

1. YOU ARE OVER THE AGE OF EIGHTEEN (18) AND HAVE THE LEGAL AUTHORITY IN YOUR JURISDICTION OF RESIDENCE TO ENTER INTO THIS AGREEMENT AND TO BE BOUND BY ITS TERMS,
2. YOU MEET THE AGE REQUIREMENTS SET FORTH IN SECTION 3 BELOW, AND
3. EACH VIDEO YOU SUBMIT OR PROVIDE TO US CONFORMS TO THE CONTENT REQUIREMENTS SET FORTH IN THIS AGREEMENT. IF YOU ARE ACTING ON BEHALF OF A COMPANY OR ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY.

IF YOU DO NOT AGREE TO ANY OF THE TERMS OF THIS AGREEMENT, YOU MUST NOT SUBMIT OR PROVIDE US WITH ANY VIDEO(S) OR OTHER CONTENT.

1. Certain Definitions

   1. “Accounting Period” means the three month period commencing on February 1, May 1, August 1, or November 1, respectively, of each calendar year.
   2. “Applicable Profits” means Qualifying Revenue less Eligible Expenses.
   3. “Content” means Video(s) and all other Video-related messages, text, illustrations, files, images, graphics, photos, comments, sounds, music, videos, information, content, and/or other materials that you provide or submit to us in any way in connection with this Agreement, including, without limitation, by means of online submission forms and features of our Service, or via other methods (e.g., via e-mail).
   4. “Eligible Expenses” means, for any Accounting Period, all distribution and transaction fees and expenses incurred by MLNP (as calculated by MLNP) in connection with the Service (including, without limitation, costs and fees associated with all servers, bandwidth, third party platforms and publishers, payment processors, advertising commissions, maintenance, and technical support) during such Accounting Period, divided by the total number of audiovisual works (from all sources) that were made publicly available to end users via the Service at any time during such Accounting Period (as calculated by MLNP).
   5. “Video(s)” means all video(s), films, video recordings, audio-visual works, and animated and/or motion pictures, and combinations of any or all of the foregoing, provided to MLNP by you pursuant to this Agreement, together with all accompanying metadata and other material (e.g., packaging), whether tangible or intangible.
   6. “Qualifying Revenue” means pay-per-view rental fees, if any, actually received by MLNP during an Accounting Period from end users of the Service for properly purchasing rentals of your Video(s) properly submitted hereunder, less any refunds or chargebacks related thereto.

2. Video Submissions

   1. In order to be eligible to submit or provide any Video(s) to us, you must meet our Age Requirements (See Section 3 below) and all Video(s) you submit or provide must meet all of our Content Requirements (See Section 4 below). By submitting or providing any Video(s) to us, you represent, warrant and agree that you and the Video(s) meet such requirements in each instance.
   2. When you submit a Video(s), you will also be required to provide some additional Content about yourself and the Video(s). This may include, without limitation, such Content as a descriptive title, full name, any alias(es) and ages of all persons appearing in the Video(s), the date(s) of the production(s) of the Video(s), a legible copy of two (2) government-issued picture identification cards, some information about each Video’s content and length, the name and location of the producer of the Video(s), as well as your location and/or similar information. Always keep a copy of any Content you send to us (including Video(s)) because we shall not be responsible for lost, damaged, misdirected, unusable or unreadable Content. Proof that you submitted Content to us does not constitute proof that we received any Content.
   3. MLNP may reject Video(s) for any reason or no reason at any time, with or without notice to you.
   4. If MLNP selects your Video(s) for display on the Service, MLNP will take reasonable steps to prevent the unauthorized redistribution of Video(s) by third parties. However, MLNP does not and cannot guarantee that unauthorized third parties will not obtain access to Videos, or make unauthorized copies or unauthorized redistributions of Videos. You acknowledge that Videos may be seen and collected (and potentially redistributed) by other persons, including third parties that do not adhere to MLNP’s standards and third parties over whom MLNP has no control. You agree that MLNP is not responsible for events arising from the distribution in accordance with this Agreement of any Content you choose to submit to us, or any unauthorized distribution of such Content.

3. Age Requirements

   Videos may be submitted or provided only by persons who are eighteen (18) years of age or older, and of the age of majority under all applicable laws of their state, province and/or country (“Age of Majority“). You may not submit or provide any Videos or other Content to us if you are under the Age of Majority.

4. Content Requirements

   1. You represent, warrant, and agree that you will NOT provide, submit or attempt to submit any Content that:
      1. is patently offensive or promotes racism, bigotry, or hatred of any kind against any group or individual;
      2. contains any material depicting bestiality or rape;
      3. contains any material which constitutes child pornography or matter which involves depictions of nudity or sexuality by an age inappropriate-looking performer whether or not the performer is real or computer generated (i.e. someone who looks younger than 18 years of age), or by a performer who is portrayed or made to appear to be a person under the age of 18 years of age by virtue of the script, make-up, demeanor, costuming, setting, etc.;
      4. encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law;
      5. depicts any person that has not expressly consented in writing to:
         1. use their depiction in such Content, and
         2. our use of the Content in which they appear as permitted by this Agreement;
      6. harasses or advocates harassment of another person;
      7. is an advertisement for goods or services or a solicitation of funds, except to the extent we have authorized you to do so in writing;
      8. solicits any information relating to an identified or identifieable individual, unless specifically permitted by us;
      9. includes any personal information such as telephone numbers, street addresses, last names, or email addresses, unless specifically requested by us;
      10. promotes information that is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
      11. contains a formula, instruction, or advice that could cause harm or injury;
      12. promotes an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files;
      13. involves the transmission of “junk mail,” “chain letters,” or unsolicited mass mailing, instant messaging, “spimming,” or “spamming”;
      14. the licensed use by us hereunder would result in us having any obligation or liability to any party;
      15. depicts any third party trademarks or products or services in any manner that violates their rights or could otherwise create liability;
      16. contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page);
      17. furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses;
      18. impersonates any person or entity, including deep-fakes; falsely states or otherwise misrepresents an affiliation with any person or entity; intentionally omits, deletes, forges, or misrepresents transmission information, including, without limitation, headers, return mailing, and Internet protocol addresses; or otherwise manipulates identifiers to disguise the origin of any Content transmitted to the us;
      19. involves commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes; or
      20. violates this Agreement, the terms and conditions applicable to our Service (or any feature thereof), any additional rules posted on our Service, or any applicable laws or regulations.
   2. You must own or have the necessary licenses, rights, consents and permissions to publish the Content on the Service and grant to MNLP all rights granted hereunder. Upon our request, you will furnish us with any documentation, substantiation or releases necessary to verify your compliance with this Agreement.
   3. You shall not submit any Content protected by copyright, trademark, patent, trade secret, moral right, or other intellectual property, personal, contractual, proprietary or other third party right without the express permission of the owner of the respective right. You are solely liable for any damage resulting from your failure to obtain such permission or from any other harm resulting from Content that you submit.
   4. If you submit Video(s), such Video(s) must conform with any technical or other additional guidelines specified by us. We will endeavor to post such additional guidelines on our website(s) that enable you to submit Video(s).

5. Use of Video(s)

   1. MLNP is under no obligation to use, post, review, include or make reference to any Video(s). Subject to the limitation in Section 6(c) below, MLNP may, in its sole discretion, at any time, post, promote and/or include Video(s) on the Service. MLNP may also remove any or all of the Video(s) from the Service at any time in its sole discretion.
   2. MLNP does not intend to add any copyright notice for the benefit of you on any Video(s). You shall file a registration with the U.S. Copyright Office if you wish to have available the remedies provided under the US Copyright Act, as amended (Title 17 of the United States Code). If you include a copyright notice as part of any Video(s), you agree that MLNP shall have no liability if MLNP or any person removes, covers, or obscures such notice or if such notice is otherwise deleted from the Service.
   3. MLNP will provide appropriate attribution for Video(s) that appear on the Service, in such form, substance and placement as is determined by you within the range of attribution options offered by MLNP as part of the functionality of the Service.
   4. The selection of your Video(s) for display on the Service does not constitute an implied or express determination that the contents of such Video(s) conform to any applicable laws. You agree that MLNP has no obligation to you to display any Video(s) on the Service. MLNP reserves the right to reject, delete, or remove, without notice to you, any Video that MLNP deems, in its sole discretion, to be unacceptable or inappropriate for any reason or for no reason, including if MLNP deems such Video to be abusive, defamatory, obscene, in violation of copyright, trademark or other intellectual property or privacy rights, or to be otherwise in violation of this Agreement.
   5. You acknowledge that if MLNP receives notice of any claim of infringement that satisfies specific legal requirements, such as notice and takedown requirements under U.S. copyright law, MLNP may remove videos associated with such claim.
   6. We may delay or fail to launch, or suspend or discontinue operation of the Service, or any feature thereof, at any time. You have no right to maintain or access your Content on the Service and we have no obligation to return your Content or otherwise make it available to you. We may, in our sole discretion, delete, move, re-format, remove or refuse to exploit Content without notice or liability; provided, however, that we reserve the right to treat Content on the Service, or on certain portions of the Service, as content stored at the direction of users for which we will not exercise editorial control except to block or remove content that is obscene, violent, harassing or otherwise objectionable or to enforce the rights of third parties.
   7. It is solely your responsibility to monitor and protect any intellectual property rights that you may have in your Content, and we do not accept any responsibility for same, but you grant us the right to protect and enforce our licensed rights to your Content, including, without limitation, by bringing and controlling actions in your name and on your behalf (at our cost and expense, to which you hereby consent and irrevocably appoint us as your attorney-in-fact, with the power of substitution and delegation, which appointment is coupled with an interest).
   8. You also acknowledge that the Internet may be subject to breaches of security and should be aware that submissions of Content or other information may not be secure, and you should consider this before submitting any Content or other information to us.

6. Rights Granted to MLNP

   1. By providing or submitting any Video(s) and/or Content to MLNP (including, without limitation, via uploads or postings to the Service), you hereby grant to MLNP and its affiliates a worldwide, non-exclusive, royalty-free, sublicensable and transferable license to use, reproduce, distribute, display, modify (but only for formatting and technical compatibility purposes), and perform such Video(s) and/or Content in connection with the Service and MLNP’s (and its successors’ and affiliates’) business in any media formats and through any media channels. You also hereby grant each user of the Service a non-exclusive license to access your Video(s) and Video-related Content (to the extent made available through the functionality of the Service) through the Service, and to use, reproduce, distribute, display and perform such Content solely as permitted through the functionality of the Service and solely for their personal, non-commercial use. The above licenses granted by you in Video(s) you submit to MLNP shall terminate within a commercially reasonable time after you remove or delete your Videos from the Service. You understand and agree, however, that MLNP may retain, but not display, distribute, or perform, server copies of your Videos that have been removed or deleted. The above licenses granted by you in Content other than Videos (e.g., information about Videos or filmed participants) are perpetual and irrevocable, and MLNP agrees to treat any information therein in accordance with its Privacy Policy for the Service, as applicable. You further authorize us to display your Content in a searchable format that may be accessed by users of the Service and the Internet.
   2. You acknowledge and agree that MLNP may use and otherwise exploit any ideas, suggestions, and concepts, in whole or in part, that you provide to MLNP, whether as part of your Content or otherwise, and without any compensation or accounting to you, including in products or services developed (now or in the future) by MLNP, without limitation or restriction whatsoever.
   3. In the event you use the functionality of the Service to remove your Video(s) from public display on the Service, MLNP agrees not to restore such Video(s) to public display on the Service; provided, however, you understand and agree that in order to remove any Video(s) from public display on the Service you must first obtain and maintain a user account for the Service which requires your agreement to the Terms of Service governing access and use of the Service.
   4. You waive any and all claims you may now or later have in any jurisdiction to so-called “moral rights” or rights of “droit moral” with respect to the Content.
   5. If you become aware that Content you have submitted includes any material for which you lack the unrestricted right to grant us the rights set forth above without obligations or liability to any party, you agree to promptly provide us with detailed written notice thereof to: curators@makelovenotporn.tv.

7. Terms of Compensation

   1. If MLNP selects your Video(s) for display on the Service, you will be entitled to receive compensation as set forth herein.
   2. You acknowledge that all amounts of monetary compensation payable to you hereunder, if any, will be paid via the third party payment service designated by MLNP on the Service (e.g., Dwolla or such other payment service(s) as may be designated by MLNP on the Service, a “Payment Service“), and that, in order to be eligible to receive any compensation of any kind hereunder, you must first create and authenticate, and thereafter maintain, a user account with such Payment Service that continues to be approved by MLNP (“Account“). You hereby agree to maintain an Account at all times that you are entitled to receive compensation hereunder. The Account must be identifiable to payors by the principal e-mail address that you have provided to MLNP via the “User Profile” section of the Service at least ten (10) days prior to the date MLNP makes a payment hereunder. If you fail to correctly setup an Account with a Payment Service, or to maintain such account as set forth herein, or if for any reason the Payment Service is experiencing any malfunction at the time MLNP makes a payment hereunder, MLNP shall have no obligation to make any payment to such Account (or to you). You acknowledge and agree that MLNP has no obligation to independently verify whether any payment submitted via the Payment Service was actually received in an Account or actually collected by you. You agree that amounts payable to an Account will be returned or retained by MLNP in the event you fail to notify MLNP of your e-mail address for purposes of receiving payments on the Payment Service as set forth above, or in the event you fail to open and maintain an account on the Payment Service in accordance herewith.
   3. On behalf of you, and your heirs, executors and administrators, you hereby release and holds harmless MLNP, our parents, subsidiaries, affiliates, and any of our or their directors, managers, officers, employees, agents, or third party licensors (collectively, the “MLNP Parties”) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with compensation not received by you due to:
      1. your failure to create and/or maintain an Account at all times as set forth herein, and/or
      2. any acts or omissions of the Payment Service.
   4. If, during an Accounting Period, MLNP receives Qualifying Revenue, you shall be eligible to receive an amount equal to fifty percent (50%) of Applicable Profits, if any, arising from such Qualifying Revenue.
   5. If you are eligible to receive a portion of the Applicable Profits for an Accounting Period, MLNP will pay to the Account, within ninety (90) days after the conclusion of such Accounting Period, the amount as calculated by MLNP in accordance with this Section 7. Notwithstanding anything to the contrary herein, in the event an amount payable hereunder for any given Accounting Period is less than One Dollar ($1.00), in no event shall MLNP be obligated to pay such amount, and you hereby waive any right to receive any such share of the Qualifying Revenue in connection with such Accounting Period.
   6. You acknowledge that, until such time that the Service becomes a profitable business for MLNP, if ever, and as determined solely by MLNP, it is unlikely Qualifying Revenue will exceed Eligible Expenses, and, as a result, you are not likely to receive payments in connection with your Videos until such time that the Service is widely adopted by end users who choose to rent your Videos.
   7. Any compensation you are entitled to receive pursuant to Section 7 will be based solely on the revenues derived by MLNP from rental fees received in respect of rentals of your Video(s) via the Service. MLNP reserves the sole and exclusive right to sell advertising and otherwise exploit, benefit from and/or realize revenue from the conduct of its business, including, without limitation, the operation of the Service, without accounting, obligation or liability to you other than as expressly set forth in Section 7.
   8. All monetary payments to you hereunder shall be in U.S. Dollars. You will be responsible for paying all taxes, if any, that are payable in connection with amounts paid or redeemed hereunder.
   9. In lieu of receiving monetary payments hereunder, MLNP may permit you to choose to receive compensation payable to you under this Agreement in the form of Service-related credits that you can apply towards purchases on the Service. You shall not be entitled to receive any monetary payments with respect to amounts you choose to receive in the form of Service credits.

8. Representations, Warranties

   1. You hereby represent, warrant and covenant that:
      1. you own or have the necessary licenses, rights, consents, and permissions to publish Content you submit;
      2. all Content is your original work and not based on any other work(s);
      3. you have the full right and authority to enter into this Agreement and to grant the rights granted hereunder;
      4. it is not necessary for MLNP to obtain the consent of or pay any amounts to any third party in order to fully enjoy and exercise the rights granted to MLNP hereunder;
      5. the Content supplied by you and the use thereof will not cause injury to any person or entity or violate any rights of any person or entity including, without limitation, rights of publicity or rights against defamation or libel or invasion of privacy;
      6. you hold and will continue to hold all the ownership, license, proprietary and other rights necessary to enter into, authorize, grant rights and perform your obligations under this Agreement as described;
      7. you shall comply with all of your obligations hereunder and all laws, rules and regulations that apply to your submission of Content and/or activities in connection with the Content;
      8. all Content is in accordance with all of our posted guidelines and does not contain any viruses or any computer programming routines that are intended to or which have the potential to damage, detrimentally interfere with, surreptitiously intercept the Service or any website, computer system, data or personal information;
      9. all information provided by you in connection with this Agreement and the Content is current, accurate, and complete; and
      10. all Content supplied by you shall has been produced in accordance with all applicable provisions of the Child Protection Restoration and Penalties Enhancement Act of 1990 (the “Child Protection Act“), as such act may be amended from time to time, and you shall keep all records required by the Child Protection Act or as requested by MLNP.
   2. You further represent, warrant and agree that, with respect to each Video, you have obtained (or, prior to submission, will obtain) written releases for the benefit of MLNP from each person participating or appearing in such Video, which releases include the right for MLNP to use such Video along with such person’s name, photographs, likenesses, and voice in connection with the Service and MLNP’s (and its affiliates’ and successors’) business. With respect to each Video, you shall maintain copies of all such releases for a period of five (5) years from the date such Video last appears on the Service, and shall provide copies of such releases to MLNP upon MLNP’s request.
   3. Upon the request of MLNP, you will furnish MLNP any additional documentation, substantiation and releases necessary and reasonably required to verify and substantiate your compliance with any or all of the terms and conditions of this Agreement, including, without limitation, the foregoing representations, warranties and covenants.

9. Assignability

   MLNP shall have the right to transfer or assign its rights and/or obligations pursuant to this Agreement to any other person, corporation or entity, and shall be relieved of its obligations to you hereunder to the extent such obligations are assumed by such person, corporation or entity. You may not assign any rights or delegate any obligations hereunder, in whole or in part, without our prior written consent. Any such purported assignment or delegation by you without the appropriate prior written consent will be null and void and of no force and effect.

10. Release

    You hereby release the MLNP Parties harmless from any and all claims of any rights, encumbrances, liens, claims, demands, actions or suits and expenses (including legal fees and expenses) with respect to (i) your violation of this Agreement, or rights of us or any other person or entity, or any applicable law, and (ii) the Content. This release includes, without limitation, any and all liability for any use or nonuse of your Video(s), claims for defamation, libel, slander, invasion of privacy, right of publicity, emotional distress or economic loss.

11. California Waiver

    If you are a California resident, you waive California Civil Code 1542, which says:

    “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

12. Ownership of Video(s) and Content

    1. Your Video(s) and your other Content shall remain your sole and exclusive property.
    2. You acknowledge that other persons may have submitted videos to us, may have made public or developed, or may originate, submit, make public or develop, material similar or identical to all or a portion of your Content or concepts contained therein, and you understand and agree you will not be entitled to any compensation from MLNP because of the use or exploitation thereof.

13. Indemnification

    You agree to defend, indemnify and hold harmless the MLNP Parties from and against any and all claims, damages, losses, liabilities, costs and expenses (including but not limited to reasonable attorneys’ fees) arising out of or in connection with any of the following:

    1. your violation or alleged violation of any term of this Agreement, including without limitation, your breach or alleged breach of any of your representations and warranties herein;
    2. your violation or alleged violation of any third party right, including without limitation any right of privacy, publicity rights or intellectual property rights;
    3. your violation or alleged violation of any law, rule or regulation of the United States or any other country, state, or province;
    4. any Content that you submit or otherwise provide to MLNP; or
    5. your acts or omissions. You agree to cooperate fully with us in the defense of any claim that is the subject of your obligations hereunder.

    This provision does not require you to indemnify us for any unconscionable commercial practice by us or for our fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Service.

14. Limitation of Remedies; Limitation of Liability

    1. You acknowledge and agree that the sole remedy available to you for MLNP’s breach of or non-compliance with any of the provisions of this Agreement shall be an action at law for damages, it being agreed that in no event shall you seek or be entitled to injunctive or other equitable relief for any such breach or non-compliance.
    2. IN NO EVENT WILL THE MLNP PARTIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, ARISING OUT OF OR RELATED TO THE SERVICE OR YOUR CONTENT, THIS AGREEMENT, OR YOUR MISUSE OF THE SERVICE OR ANY CONTENT AVAILABLE ON OR THROUGH THE SERVICE. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER THE ASSERTED LIABILITY OR DAMAGES ARE BASED ON CONTRACT, INDEMNIFICATION, TORT, STRICT LIABILITY, STATUTE OR ANY OTHER LEGAL OR EQUITABLE THEORY. NOTWITHSTANDING THE FOREGOING, THESE DISCLAIMERS DO NOT EXCLUDE ANY PRODUCT LIABILITY CLAIMS, STATUTORY CONSUMER RIGHTS, DAMAGES ASSOCIATED WITH PERSONAL INJURY OR RESULTING FROM OUR INTENTIONAL MISCONDUCT, RECKLESSNESS, FRAUD, OR GROSS NEGLIGENCE.
    3. In some jurisdictions limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitations may not apply to you. These limitations shall apply to the fullest extent permitted by law.

15. Waiver of Injunctive or other Equitable Relief

    TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT YOU WILL NOT BE PERMITTED TO OBTAIN AN INJUNCTION OR OTHER EQUITABLE RELIEF OF ANY KIND, SUCH AS ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, APPLICATION, CONTENT, SUBMISSIONS, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY US OR A LICENSOR OF US.

16. Agreement to Arbitrate Disputes and Choice of Law

    The parties agree to resolve any claims relating to this Agreement in accordance with the arbitration provisions set out in the Terms of Service . This includes, without limitation, the arbitration procedures, waiver of class action, and waiver of jury trial. In any circumstances where the Agreement to Arbitrate Disputes permits the parties to litigate in court, this Agreement shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflict of law rules. The parties expressly consent and agree to submit to the exclusive jurisdiction and venue of a court of competent jurisdiction located in New York, NY.

17. General

    1. You agree that MLNP may provide you with notices by email. MLNP may address such notices to the e-mail address provided in connection with the submission Content and/or any other address provided by you in connection with your user account, if any, on the Service.
    2. You agree to cooperate fully with MLNP to investigate any suspected or actual activity that is in breach of this Agreement or any applicable law. MLNP and its affiliates reserve the right to provide information to law enforcement officials, governmental agencies and pursuant to judicial or regulatory compulsion, to protect their respective interests, the Service or to comply with legal, regulatory, audit and compliance obligations.
    3. Neither this Agreement, nor any of the terms and conditions contained herein, will be construed as creating a partnership, joint venture, agency relationship or granting a franchise between the parties.
    4. MLNP will not be liable to you by reason of any failure or delay in performance because of events beyond MLNP’s reasonable control, which may include, without limitation, denial-of-service attacks, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, earthquakes, or internet connectivity or failure issues experienced by major telecommunications providers, third party platforms or publishers or hosting service providers or co-location facilities.
    5. You agree that if MLNP does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which MLNP has the benefit of under any applicable law), this will not be taken to be a formal waiver of MLNP’s rights and that those rights or remedies will still be available to MLNP.
    6. If any court of law, having the jurisdiction to decide on this matter, rules that any provision of this Agreement is invalid, then that provision will be removed from the Agreement without affecting the rest of the Agreement. The remaining provisions of the Agreement will continue to be valid and enforceable.
    7. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or communications. This Agreement can only be amended by a written agreement signed by both parties.

Last updated: February 6, 2019

THIS VIDEO SUBMISSION AGREEMENT (“AGREEMENT“) IS A LEGAL AGREEMENT BETWEEN YOU AND MAKE LOVE NOT PORN, LLC AND/OR ITS AFFILIATES (“MLNP“, “US“, “OUR“, OR “WE“). BY MAKING AN ONLINE SUBMISSION OF ANY CONTENT (DEFINED BELOW) TO MLNP, YOU CONFIRM YOUR ACCEPTANCE OF ALL OF THE TERMS OF THIS AGREEMENT AND FORM A LEGAL CONTRACT BETWEEN YOU AND MLNP. THIS AGREEMENT CONSTITUTES ADDITIONAL TERMS UNDER OUR TERMS OF SERVICE.

YOU ACKNOWLEDGE AND AGREE THAT ANY CONTENT YOU PROVIDE OR SUBMIT TO MLNP MAY BE USED AS DESCRIBED HEREIN INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH THE MLNP WEBSITES, SOFTWARE, FEATURES AND ONLINE SERVICES (THE “SERVICE“). YOU ACKNOWLEDGE THAT THE SERVICE WILL FEATURE USER GENERATED AND OTHER MATERIALS EXPLICITLY DEPICTING SEX BETWEEN CONSENTING ADULTS, AND OTHER INFORMATION AND MATERIALS OF A GRAPHIC AND SEXUAL NATURE.

BY SUBMITTING OR PROVIDING ANY VIDEO(S), YOU REPRESENT AND WARRANT THAT:

1. YOU ARE OVER THE AGE OF EIGHTEEN (18) AND HAVE THE LEGAL AUTHORITY IN YOUR JURISDICTION OF RESIDENCE TO ENTER INTO THIS AGREEMENT AND TO BE BOUND BY ITS TERMS,
2. YOU MEET THE AGE REQUIREMENTS SET FORTH IN SECTION 3 BELOW, AND
3. EACH VIDEO YOU SUBMIT OR PROVIDE TO US CONFORMS TO THE CONTENT REQUIREMENTS SET FORTH IN THIS AGREEMENT. IF YOU ARE ACTING ON BEHALF OF A COMPANY OR ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY.

IF YOU DO NOT AGREE TO ANY OF THE TERMS OF THIS AGREEMENT, YOU MUST NOT SUBMIT OR PROVIDE US WITH ANY VIDEO(S) OR OTHER CONTENT.

1. Certain Definitions

   1. “Accounting Period” means the three month period commencing on February 1, May 1, August 1, or November 1, respectively, of each calendar year.
   2. “Applicable Profits” means Qualifying Revenue less Eligible Expenses.
   3. “Content” means Video(s) and all other Video-related messages, text, illustrations, files, images, graphics, photos, comments, sounds, music, videos, information, content, and/or other materials that you provide or submit to us in any way in connection with this Agreement, including, without limitation, by means of online submission forms and features of our Service, or via other methods (e.g., via e-mail).
   4. “Eligible Expenses” means, for any Accounting Period, all distribution and transaction fees and expenses incurred by MLNP (as calculated by MLNP) in connection with the Service (including, without limitation, costs and fees associated with all servers, bandwidth, third party platforms and publishers, payment processors, advertising commissions, maintenance, and technical support) during such Accounting Period, divided by the total number of audiovisual works (from all sources) that were made publicly available to end users via the Service at any time during such Accounting Period (as calculated by MLNP).
   5. “Video(s)” means all video(s), films, video recordings, audio-visual works, and animated and/or motion pictures, and combinations of any or all of the foregoing, provided to MLNP by you pursuant to this Agreement, together with all accompanying metadata and other material (e.g., packaging), whether tangible or intangible.
   6. “Qualifying Revenue” means pay-per-view rental fees, if any, actually received by MLNP during an Accounting Period from end users of the Service for properly purchasing rentals of your Video(s) properly submitted hereunder, less any refunds or chargebacks related thereto.

2. Video Submissions

   1. In order to be eligible to submit or provide any Video(s) to us, you must meet our Age Requirements (See Section 3 below) and all Video(s) you submit or provide must meet all of our Content Requirements (See Section 4 below). By submitting or providing any Video(s) to us, you represent, warrant and agree that you and the Video(s) meet such requirements in each instance.
   2. When you submit a Video(s), you will also be required to provide some additional Content about yourself and the Video(s). This may include, without limitation, such Content as a descriptive title, full name, any alias(es) and ages of all persons appearing in the Video(s), the date(s) of the production(s) of the Video(s), a legible copy of two (2) government-issued picture identification cards, some information about each Video’s content and length, the name and location of the producer of the Video(s), as well as your location and/or similar information. Always keep a copy of any Content you send to us (including Video(s)) because we shall not be responsible for lost, damaged, misdirected, unusable or unreadable Content. Proof that you submitted Content to us does not constitute proof that we received any Content.
   3. MLNP may reject Video(s) for any reason or no reason at any time, with or without notice to you.
   4. If MLNP selects your Video(s) for display on the Service, MLNP will take reasonable steps to prevent the unauthorized redistribution of Video(s) by third parties. However, MLNP does not and cannot guarantee that unauthorized third parties will not obtain access to Videos, or make unauthorized copies or unauthorized redistributions of Videos. You acknowledge that Videos may be seen and collected (and potentially redistributed) by other persons, including third parties that do not adhere to MLNP’s standards and third parties over whom MLNP has no control. You agree that MLNP is not responsible for events arising from the distribution in accordance with this Agreement of any Content you choose to submit to us, or any unauthorized distribution of such Content.

3. Age Requirements

   Videos may be submitted or provided only by persons who are eighteen (18) years of age or older, and of the age of majority under all applicable laws of their state, province and/or country (“Age of Majority“). You may not submit or provide any Videos or other Content to us if you are under the Age of Majority.

4. Content Requirements

   1. You represent, warrant, and agree that you will NOT provide, submit or attempt to submit any Content that:
      1. is patently offensive or promotes racism, bigotry, or hatred of any kind against any group or individual;
      2. contains any material depicting bestiality or rape;
      3. contains any material which constitutes child pornography or matter which involves depictions of nudity or sexuality by an age inappropriate-looking performer whether or not the performer is real or computer generated (i.e. someone who looks younger than 18 years of age), or by a performer who is portrayed or made to appear to be a person under the age of 18 years of age by virtue of the script, make-up, demeanor, costuming, setting, etc.;
      4. encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law;
      5. depicts any person that has not expressly consented in writing to:
         1. use their depiction in such Content, and
         2. our use of the Content in which they appear as permitted by this Agreement;
      6. harasses or advocates harassment of another person;
      7. is an advertisement for goods or services or a solicitation of funds, except to the extent we have authorized you to do so in writing;
      8. solicits any information relating to an identified or identifieable individual, unless specifically permitted by us;
      9. includes any personal information such as telephone numbers, street addresses, last names, or email addresses, unless specifically requested by us;
      10. promotes information that is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
      11. contains a formula, instruction, or advice that could cause harm or injury;
      12. promotes an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files;
      13. involves the transmission of “junk mail,” “chain letters,” or unsolicited mass mailing, instant messaging, “spimming,” or “spamming”;
      14. the licensed use by us hereunder would result in us having any obligation or liability to any party;
      15. depicts any third party trademarks or products or services in any manner that violates their rights or could otherwise create liability;
      16. contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page);
      17. furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses;
      18. impersonates any person or entity, including deep-fakes; falsely states or otherwise misrepresents an affiliation with any person or entity; intentionally omits, deletes, forges, or misrepresents transmission information, including, without limitation, headers, return mailing, and Internet protocol addresses; or otherwise manipulates identifiers to disguise the origin of any Content transmitted to the us;
      19. involves commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes; or
      20. violates this Agreement, the terms and conditions applicable to our Service (or any feature thereof), any additional rules posted on our Service, or any applicable laws or regulations.
   2. You must own or have the necessary licenses, rights, consents and permissions to publish the Content on the Service and grant to MNLP all rights granted hereunder. Upon our request, you will furnish us with any documentation, substantiation or releases necessary to verify your compliance with this Agreement.
   3. You shall not submit any Content protected by copyright, trademark, patent, trade secret, moral right, or other intellectual property, personal, contractual, proprietary or other third party right without the express permission of the owner of the respective right. You are solely liable for any damage resulting from your failure to obtain such permission or from any other harm resulting from Content that you submit.
   4. If you submit Video(s), such Video(s) must conform with any technical or other additional guidelines specified by us. We will endeavor to post such additional guidelines on our website(s) that enable you to submit Video(s).

5. Use of Video(s)

   1. MLNP is under no obligation to use, post, review, include or make reference to any Video(s). Subject to the limitation in Section 6(c) below, MLNP may, in its sole discretion, at any time, post, promote and/or include Video(s) on the Service. MLNP may also remove any or all of the Video(s) from the Service at any time in its sole discretion.
   2. MLNP does not intend to add any copyright notice for the benefit of you on any Video(s). You shall file a registration with the U.S. Copyright Office if you wish to have available the remedies provided under the US Copyright Act, as amended (Title 17 of the United States Code). If you include a copyright notice as part of any Video(s), you agree that MLNP shall have no liability if MLNP or any person removes, covers, or obscures such notice or if such notice is otherwise deleted from the Service.
   3. MLNP will provide appropriate attribution for Video(s) that appear on the Service, in such form, substance and placement as is determined by you within the range of attribution options offered by MLNP as part of the functionality of the Service.
   4. The selection of your Video(s) for display on the Service does not constitute an implied or express determination that the contents of such Video(s) conform to any applicable laws. You agree that MLNP has no obligation to you to display any Video(s) on the Service. MLNP reserves the right to reject, delete, or remove, without notice to you, any Video that MLNP deems, in its sole discretion, to be unacceptable or inappropriate for any reason or for no reason, including if MLNP deems such Video to be abusive, defamatory, obscene, in violation of copyright, trademark or other intellectual property or privacy rights, or to be otherwise in violation of this Agreement.
   5. You acknowledge that if MLNP receives notice of any claim of infringement that satisfies specific legal requirements, such as notice and takedown requirements under U.S. copyright law, MLNP may remove videos associated with such claim.
   6. We may delay or fail to launch, or suspend or discontinue operation of the Service, or any feature thereof, at any time. You have no right to maintain or access your Content on the Service and we have no obligation to return your Content or otherwise make it available to you. We may, in our sole discretion, delete, move, re-format, remove or refuse to exploit Content without notice or liability; provided, however, that we reserve the right to treat Content on the Service, or on certain portions of the Service, as content stored at the direction of users for which we will not exercise editorial control except to block or remove content that is obscene, violent, harassing or otherwise objectionable or to enforce the rights of third parties.
   7. It is solely your responsibility to monitor and protect any intellectual property rights that you may have in your Content, and we do not accept any responsibility for same, but you grant us the right to protect and enforce our licensed rights to your Content, including, without limitation, by bringing and controlling actions in your name and on your behalf (at our cost and expense, to which you hereby consent and irrevocably appoint us as your attorney-in-fact, with the power of substitution and delegation, which appointment is coupled with an interest).
   8. You also acknowledge that the Internet may be subject to breaches of security and should be aware that submissions of Content or other information may not be secure, and you should consider this before submitting any Content or other information to us.

6. Rights Granted to MLNP

   1. By providing or submitting any Video(s) and/or Content to MLNP (including, without limitation, via uploads or postings to the Service), you hereby grant to MLNP and its affiliates a worldwide, non-exclusive, royalty-free, sublicensable and transferable license to use, reproduce, distribute, display, modify (but only for formatting and technical compatibility purposes), and perform such Video(s) and/or Content in connection with the Service and MLNP’s (and its successors’ and affiliates’) business in any media formats and through any media channels. You also hereby grant each user of the Service a non-exclusive license to access your Video(s) and Video-related Content (to the extent made available through the functionality of the Service) through the Service, and to use, reproduce, distribute, display and perform such Content solely as permitted through the functionality of the Service and solely for their personal, non-commercial use. The above licenses granted by you in Video(s) you submit to MLNP shall terminate within a commercially reasonable time after you remove or delete your Videos from the Service. You understand and agree, however, that MLNP may retain, but not display, distribute, or perform, server copies of your Videos that have been removed or deleted. The above licenses granted by you in Content other than Videos (e.g., information about Videos or filmed participants) are perpetual and irrevocable, and MLNP agrees to treat any information therein in accordance with its Privacy Policy for the Service, as applicable. You further authorize us to display your Content in a searchable format that may be accessed by users of the Service and the Internet.
   2. You acknowledge and agree that MLNP may use and otherwise exploit any ideas, suggestions, and concepts, in whole or in part, that you provide to MLNP, whether as part of your Content or otherwise, and without any compensation or accounting to you, including in products or services developed (now or in the future) by MLNP, without limitation or restriction whatsoever.
   3. In the event you use the functionality of the Service to remove your Video(s) from public display on the Service, MLNP agrees not to restore such Video(s) to public display on the Service; provided, however, you understand and agree that in order to remove any Video(s) from public display on the Service you must first obtain and maintain a user account for the Service which requires your agreement to the Terms of Service governing access and use of the Service.
   4. You waive any and all claims you may now or later have in any jurisdiction to so-called “moral rights” or rights of “droit moral” with respect to the Content.
   5. If you become aware that Content you have submitted includes any material for which you lack the unrestricted right to grant us the rights set forth above without obligations or liability to any party, you agree to promptly provide us with detailed written notice thereof to: curators@makelovenotporn.tv.

7. Terms of Compensation

   1. If MLNP selects your Video(s) for display on the Service, you will be entitled to receive compensation as set forth herein.
   2. You acknowledge that all amounts of monetary compensation payable to you hereunder, if any, will be paid via the third party payment service designated by MLNP on the Service (e.g., Dwolla or such other payment service(s) as may be designated by MLNP on the Service, a “Payment Service“), and that, in order to be eligible to receive any compensation of any kind hereunder, you must first create and authenticate, and thereafter maintain, a user account with such Payment Service that continues to be approved by MLNP (“Account“). You hereby agree to maintain an Account at all times that you are entitled to receive compensation hereunder. The Account must be identifiable to payors by the principal e-mail address that you have provided to MLNP via the “User Profile” section of the Service at least ten (10) days prior to the date MLNP makes a payment hereunder. If you fail to correctly setup an Account with a Payment Service, or to maintain such account as set forth herein, or if for any reason the Payment Service is experiencing any malfunction at the time MLNP makes a payment hereunder, MLNP shall have no obligation to make any payment to such Account (or to you). You acknowledge and agree that MLNP has no obligation to independently verify whether any payment submitted via the Payment Service was actually received in an Account or actually collected by you. You agree that amounts payable to an Account will be returned or retained by MLNP in the event you fail to notify MLNP of your e-mail address for purposes of receiving payments on the Payment Service as set forth above, or in the event you fail to open and maintain an account on the Payment Service in accordance herewith.
   3. On behalf of you, and your heirs, executors and administrators, you hereby release and holds harmless MLNP, our parents, subsidiaries, affiliates, and any of our or their directors, managers, officers, employees, agents, or third party licensors (collectively, the “MLNP Parties”) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with compensation not received by you due to:
      1. your failure to create and/or maintain an Account at all times as set forth herein, and/or
      2. any acts or omissions of the Payment Service.
   4. If, during an Accounting Period, MLNP receives Qualifying Revenue, you shall be eligible to receive an amount equal to fifty percent (50%) of Applicable Profits, if any, arising from such Qualifying Revenue.
   5. If you are eligible to receive a portion of the Applicable Profits for an Accounting Period, MLNP will pay to the Account, within ninety (90) days after the conclusion of such Accounting Period, the amount as calculated by MLNP in accordance with this Section 7. Notwithstanding anything to the contrary herein, in the event an amount payable hereunder for any given Accounting Period is less than One Dollar ($1.00), in no event shall MLNP be obligated to pay such amount, and you hereby waive any right to receive any such share of the Qualifying Revenue in connection with such Accounting Period.
   6. You acknowledge that, until such time that the Service becomes a profitable business for MLNP, if ever, and as determined solely by MLNP, it is unlikely Qualifying Revenue will exceed Eligible Expenses, and, as a result, you are not likely to receive payments in connection with your Videos until such time that the Service is widely adopted by end users who choose to rent your Videos.
   7. Any compensation you are entitled to receive pursuant to Section 7 will be based solely on the revenues derived by MLNP from rental fees received in respect of rentals of your Video(s) via the Service. MLNP reserves the sole and exclusive right to sell advertising and otherwise exploit, benefit from and/or realize revenue from the conduct of its business, including, without limitation, the operation of the Service, without accounting, obligation or liability to you other than as expressly set forth in Section 7.
   8. All monetary payments to you hereunder shall be in U.S. Dollars. You will be responsible for paying all taxes, if any, that are payable in connection with amounts paid or redeemed hereunder.
   9. In lieu of receiving monetary payments hereunder, MLNP may permit you to choose to receive compensation payable to you under this Agreement in the form of Service-related credits that you can apply towards purchases on the Service. You shall not be entitled to receive any monetary payments with respect to amounts you choose to receive in the form of Service credits.

8. Representations, Warranties

   1. You hereby represent, warrant and covenant that:
      1. you own or have the necessary licenses, rights, consents, and permissions to publish Content you submit;
      2. all Content is your original work and not based on any other work(s);
      3. you have the full right and authority to enter into this Agreement and to grant the rights granted hereunder;
      4. it is not necessary for MLNP to obtain the consent of or pay any amounts to any third party in order to fully enjoy and exercise the rights granted to MLNP hereunder;
      5. the Content supplied by you and the use thereof will not cause injury to any person or entity or violate any rights of any person or entity including, without limitation, rights of publicity or rights against defamation or libel or invasion of privacy;
      6. you hold and will continue to hold all the ownership, license, proprietary and other rights necessary to enter into, authorize, grant rights and perform your obligations under this Agreement as described;
      7. you shall comply with all of your obligations hereunder and all laws, rules and regulations that apply to your submission of Content and/or activities in connection with the Content;
      8. all Content is in accordance with all of our posted guidelines and does not contain any viruses or any computer programming routines that are intended to or which have the potential to damage, detrimentally interfere with, surreptitiously intercept the Service or any website, computer system, data or personal information;
      9. all information provided by you in connection with this Agreement and the Content is current, accurate, and complete; and
      10. all Content supplied by you shall has been produced in accordance with all applicable provisions of the Child Protection Restoration and Penalties Enhancement Act of 1990 (the “Child Protection Act“), as such act may be amended from time to time, and you shall keep all records required by the Child Protection Act or as requested by MLNP.
   2. You further represent, warrant and agree that, with respect to each Video, you have obtained (or, prior to submission, will obtain) written releases for the benefit of MLNP from each person participating or appearing in such Video, which releases include the right for MLNP to use such Video along with such person’s name, photographs, likenesses, and voice in connection with the Service and MLNP’s (and its affiliates’ and successors’) business. With respect to each Video, you shall maintain copies of all such releases for a period of five (5) years from the date such Video last appears on the Service, and shall provide copies of such releases to MLNP upon MLNP’s request.
   3. Upon the request of MLNP, you will furnish MLNP any additional documentation, substantiation and releases necessary and reasonably required to verify and substantiate your compliance with any or all of the terms and conditions of this Agreement, including, without limitation, the foregoing representations, warranties and covenants.

9. Assignability

   MLNP shall have the right to transfer or assign its rights and/or obligations pursuant to this Agreement to any other person, corporation or entity, and shall be relieved of its obligations to you hereunder to the extent such obligations are assumed by such person, corporation or entity. You may not assign any rights or delegate any obligations hereunder, in whole or in part, without our prior written consent. Any such purported assignment or delegation by you without the appropriate prior written consent will be null and void and of no force and effect.

10. Release

    You hereby release the MLNP Parties harmless from any and all claims of any rights, encumbrances, liens, claims, demands, actions or suits and expenses (including legal fees and expenses) with respect to (i) your violation of this Agreement, or rights of us or any other person or entity, or any applicable law, and (ii) the Content. This release includes, without limitation, any and all liability for any use or nonuse of your Video(s), claims for defamation, libel, slander, invasion of privacy, right of publicity, emotional distress or economic loss.

11. California Waiver

    If you are a California resident, you waive California Civil Code 1542, which says:

    “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

12. Ownership of Video(s) and Content

    1. Your Video(s) and your other Content shall remain your sole and exclusive property.
    2. You acknowledge that other persons may have submitted videos to us, may have made public or developed, or may originate, submit, make public or develop, material similar or identical to all or a portion of your Content or concepts contained therein, and you understand and agree you will not be entitled to any compensation from MLNP because of the use or exploitation thereof.

13. Indemnification

    You agree to defend, indemnify and hold harmless the MLNP Parties from and against any and all claims, damages, losses, liabilities, costs and expenses (including but not limited to reasonable attorneys’ fees) arising out of or in connection with any of the following:

    1. your violation or alleged violation of any term of this Agreement, including without limitation, your breach or alleged breach of any of your representations and warranties herein;
    2. your violation or alleged violation of any third party right, including without limitation any right of privacy, publicity rights or intellectual property rights;
    3. your violation or alleged violation of any law, rule or regulation of the United States or any other country, state, or province;
    4. any Content that you submit or otherwise provide to MLNP; or
    5. your acts or omissions. You agree to cooperate fully with us in the defense of any claim that is the subject of your obligations hereunder.

    This provision does not require you to indemnify us for any unconscionable commercial practice by us or for our fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Service.

14. Limitation of Remedies; Limitation of Liability

    1. You acknowledge and agree that the sole remedy available to you for MLNP’s breach of or non-compliance with any of the provisions of this Agreement shall be an action at law for damages, it being agreed that in no event shall you seek or be entitled to injunctive or other equitable relief for any such breach or non-compliance.
    2. IN NO EVENT WILL THE MLNP PARTIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, ARISING OUT OF OR RELATED TO THE SERVICE OR YOUR CONTENT, THIS AGREEMENT, OR YOUR MISUSE OF THE SERVICE OR ANY CONTENT AVAILABLE ON OR THROUGH THE SERVICE. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER THE ASSERTED LIABILITY OR DAMAGES ARE BASED ON CONTRACT, INDEMNIFICATION, TORT, STRICT LIABILITY, STATUTE OR ANY OTHER LEGAL OR EQUITABLE THEORY. NOTWITHSTANDING THE FOREGOING, THESE DISCLAIMERS DO NOT EXCLUDE ANY PRODUCT LIABILITY CLAIMS, STATUTORY CONSUMER RIGHTS, DAMAGES ASSOCIATED WITH PERSONAL INJURY OR RESULTING FROM OUR INTENTIONAL MISCONDUCT, RECKLESSNESS, FRAUD, OR GROSS NEGLIGENCE.
    3. In some jurisdictions limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitations may not apply to you. These limitations shall apply to the fullest extent permitted by law.

15. Waiver of Injunctive or other Equitable Relief

    TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT YOU WILL NOT BE PERMITTED TO OBTAIN AN INJUNCTION OR OTHER EQUITABLE RELIEF OF ANY KIND, SUCH AS ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, APPLICATION, CONTENT, SUBMISSIONS, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY US OR A LICENSOR OF US.

16. Agreement to Arbitrate Disputes and Choice of Law

    The parties agree to resolve any claims relating to this Agreement in accordance with the arbitration provisions set out in the Terms of Service . This includes, without limitation, the arbitration procedures, waiver of class action, and waiver of jury trial. In any circumstances where the Agreement to Arbitrate Disputes permits the parties to litigate in court, this Agreement shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflict of law rules. The parties expressly consent and agree to submit to the exclusive jurisdiction and venue of a court of competent jurisdiction located in New York, NY.

17. General

    1. You agree that MLNP may provide you with notices by email. MLNP may address such notices to the e-mail address provided in connection with the submission Content and/or any other address provided by you in connection with your user account, if any, on the Service.
    2. You agree to cooperate fully with MLNP to investigate any suspected or actual activity that is in breach of this Agreement or any applicable law. MLNP and its affiliates reserve the right to provide information to law enforcement officials, governmental agencies and pursuant to judicial or regulatory compulsion, to protect their respective interests, the Service or to comply with legal, regulatory, audit and compliance obligations.
    3. Neither this Agreement, nor any of the terms and conditions contained herein, will be construed as creating a partnership, joint venture, agency relationship or granting a franchise between the parties.
    4. MLNP will not be liable to you by reason of any failure or delay in performance because of events beyond MLNP’s reasonable control, which may include, without limitation, denial-of-service attacks, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, earthquakes, or internet connectivity or failure issues experienced by major telecommunications providers, third party platforms or publishers or hosting service providers or co-location facilities.
    5. You agree that if MLNP does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which MLNP has the benefit of under any applicable law), this will not be taken to be a formal waiver of MLNP’s rights and that those rights or remedies will still be available to MLNP.
    6. If any court of law, having the jurisdiction to decide on this matter, rules that any provision of this Agreement is invalid, then that provision will be removed from the Agreement without affecting the rest of the Agreement. The remaining provisions of the Agreement will continue to be valid and enforceable.
    7. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or communications. This Agreement can only be amended by a written agreement signed by both parties.

Last updated: February 6, 2019

THIS VIDEO SUBMISSION AGREEMENT (“AGREEMENT“) IS A LEGAL AGREEMENT BETWEEN YOU AND MAKE LOVE NOT PORN, LLC AND/OR ITS AFFILIATES (“MLNP“, “US“, “OUR“, OR “WE“). BY MAKING AN ONLINE SUBMISSION OF ANY CONTENT (DEFINED BELOW) TO MLNP, YOU CONFIRM YOUR ACCEPTANCE OF ALL OF THE TERMS OF THIS AGREEMENT AND FORM A LEGAL CONTRACT BETWEEN YOU AND MLNP. THIS AGREEMENT CONSTITUTES ADDITIONAL TERMS UNDER OUR TERMS OF SERVICE.

YOU ACKNOWLEDGE AND AGREE THAT ANY CONTENT YOU PROVIDE OR SUBMIT TO MLNP MAY BE USED AS DESCRIBED HEREIN INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH THE MLNP WEBSITES, SOFTWARE, FEATURES AND ONLINE SERVICES (THE “SERVICE“). YOU ACKNOWLEDGE THAT THE SERVICE WILL FEATURE USER GENERATED AND OTHER MATERIALS EXPLICITLY DEPICTING SEX BETWEEN CONSENTING ADULTS, AND OTHER INFORMATION AND MATERIALS OF A GRAPHIC AND SEXUAL NATURE.

BY SUBMITTING OR PROVIDING ANY VIDEO(S), YOU REPRESENT AND WARRANT THAT:

1. YOU ARE OVER THE AGE OF EIGHTEEN (18) AND HAVE THE LEGAL AUTHORITY IN YOUR JURISDICTION OF RESIDENCE TO ENTER INTO THIS AGREEMENT AND TO BE BOUND BY ITS TERMS,
2. YOU MEET THE AGE REQUIREMENTS SET FORTH IN SECTION 3 BELOW, AND
3. EACH VIDEO YOU SUBMIT OR PROVIDE TO US CONFORMS TO THE CONTENT REQUIREMENTS SET FORTH IN THIS AGREEMENT. IF YOU ARE ACTING ON BEHALF OF A COMPANY OR ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY.

IF YOU DO NOT AGREE TO ANY OF THE TERMS OF THIS AGREEMENT, YOU MUST NOT SUBMIT OR PROVIDE US WITH ANY VIDEO(S) OR OTHER CONTENT.

1. Certain Definitions

   1. “Accounting Period” means the three month period commencing on February 1, May 1, August 1, or November 1, respectively, of each calendar year.
   2. “Applicable Profits” means Qualifying Revenue less Eligible Expenses.
   3. “Content” means Video(s) and all other Video-related messages, text, illustrations, files, images, graphics, photos, comments, sounds, music, videos, information, content, and/or other materials that you provide or submit to us in any way in connection with this Agreement, including, without limitation, by means of online submission forms and features of our Service, or via other methods (e.g., via e-mail).
   4. “Eligible Expenses” means, for any Accounting Period, all distribution and transaction fees and expenses incurred by MLNP (as calculated by MLNP) in connection with the Service (including, without limitation, costs and fees associated with all servers, bandwidth, third party platforms and publishers, payment processors, advertising commissions, maintenance, and technical support) during such Accounting Period, divided by the total number of audiovisual works (from all sources) that were made publicly available to end users via the Service at any time during such Accounting Period (as calculated by MLNP).
   5. “Video(s)” means all video(s), films, video recordings, audio-visual works, and animated and/or motion pictures, and combinations of any or all of the foregoing, provided to MLNP by you pursuant to this Agreement, together with all accompanying metadata and other material (e.g., packaging), whether tangible or intangible.
   6. “Qualifying Revenue” means pay-per-view rental fees, if any, actually received by MLNP during an Accounting Period from end users of the Service for properly purchasing rentals of your Video(s) properly submitted hereunder, less any refunds or chargebacks related thereto.

2. Video Submissions

   1. In order to be eligible to submit or provide any Video(s) to us, you must meet our Age Requirements (See Section 3 below) and all Video(s) you submit or provide must meet all of our Content Requirements (See Section 4 below). By submitting or providing any Video(s) to us, you represent, warrant and agree that you and the Video(s) meet such requirements in each instance.
   2. When you submit a Video(s), you will also be required to provide some additional Content about yourself and the Video(s). This may include, without limitation, such Content as a descriptive title, full name, any alias(es) and ages of all persons appearing in the Video(s), the date(s) of the production(s) of the Video(s), a legible copy of two (2) government-issued picture identification cards, some information about each Video’s content and length, the name and location of the producer of the Video(s), as well as your location and/or similar information. Always keep a copy of any Content you send to us (including Video(s)) because we shall not be responsible for lost, damaged, misdirected, unusable or unreadable Content. Proof that you submitted Content to us does not constitute proof that we received any Content.
   3. MLNP may reject Video(s) for any reason or no reason at any time, with or without notice to you.
   4. If MLNP selects your Video(s) for display on the Service, MLNP will take reasonable steps to prevent the unauthorized redistribution of Video(s) by third parties. However, MLNP does not and cannot guarantee that unauthorized third parties will not obtain access to Videos, or make unauthorized copies or unauthorized redistributions of Videos. You acknowledge that Videos may be seen and collected (and potentially redistributed) by other persons, including third parties that do not adhere to MLNP’s standards and third parties over whom MLNP has no control. You agree that MLNP is not responsible for events arising from the distribution in accordance with this Agreement of any Content you choose to submit to us, or any unauthorized distribution of such Content.

3. Age Requirements

   Videos may be submitted or provided only by persons who are eighteen (18) years of age or older, and of the age of majority under all applicable laws of their state, province and/or country (“Age of Majority“). You may not submit or provide any Videos or other Content to us if you are under the Age of Majority.

4. Content Requirements

   1. You represent, warrant, and agree that you will NOT provide, submit or attempt to submit any Content that:
      1. is patently offensive or promotes racism, bigotry, or hatred of any kind against any group or individual;
      2. contains any material depicting bestiality or rape;
      3. contains any material which constitutes child pornography or matter which involves depictions of nudity or sexuality by an age inappropriate-looking performer whether or not the performer is real or computer generated (i.e. someone who looks younger than 18 years of age), or by a performer who is portrayed or made to appear to be a person under the age of 18 years of age by virtue of the script, make-up, demeanor, costuming, setting, etc.;
      4. encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law;
      5. depicts any person that has not expressly consented in writing to:
         1. use their depiction in such Content, and
         2. our use of the Content in which they appear as permitted by this Agreement;
      6. harasses or advocates harassment of another person;
      7. is an advertisement for goods or services or a solicitation of funds, except to the extent we have authorized you to do so in writing;
      8. solicits any information relating to an identified or identifieable individual, unless specifically permitted by us;
      9. includes any personal information such as telephone numbers, street addresses, last names, or email addresses, unless specifically requested by us;
      10. promotes information that is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
      11. contains a formula, instruction, or advice that could cause harm or injury;
      12. promotes an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files;
      13. involves the transmission of “junk mail,” “chain letters,” or unsolicited mass mailing, instant messaging, “spimming,” or “spamming”;
      14. the licensed use by us hereunder would result in us having any obligation or liability to any party;
      15. depicts any third party trademarks or products or services in any manner that violates their rights or could otherwise create liability;
      16. contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page);
      17. furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses;
      18. impersonates any person or entity, including deep-fakes; falsely states or otherwise misrepresents an affiliation with any person or entity; intentionally omits, deletes, forges, or misrepresents transmission information, including, without limitation, headers, return mailing, and Internet protocol addresses; or otherwise manipulates identifiers to disguise the origin of any Content transmitted to the us;
      19. involves commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes; or
      20. violates this Agreement, the terms and conditions applicable to our Service (or any feature thereof), any additional rules posted on our Service, or any applicable laws or regulations.
   2. You must own or have the necessary licenses, rights, consents and permissions to publish the Content on the Service and grant to MNLP all rights granted hereunder. Upon our request, you will furnish us with any documentation, substantiation or releases necessary to verify your compliance with this Agreement.
   3. You shall not submit any Content protected by copyright, trademark, patent, trade secret, moral right, or other intellectual property, personal, contractual, proprietary or other third party right without the express permission of the owner of the respective right. You are solely liable for any damage resulting from your failure to obtain such permission or from any other harm resulting from Content that you submit.
   4. If you submit Video(s), such Video(s) must conform with any technical or other additional guidelines specified by us. We will endeavor to post such additional guidelines on our website(s) that enable you to submit Video(s).

5. Use of Video(s)

   1. MLNP is under no obligation to use, post, review, include or make reference to any Video(s). Subject to the limitation in Section 6(c) below, MLNP may, in its sole discretion, at any time, post, promote and/or include Video(s) on the Service. MLNP may also remove any or all of the Video(s) from the Service at any time in its sole discretion.
   2. MLNP does not intend to add any copyright notice for the benefit of you on any Video(s). You shall file a registration with the U.S. Copyright Office if you wish to have available the remedies provided under the US Copyright Act, as amended (Title 17 of the United States Code). If you include a copyright notice as part of any Video(s), you agree that MLNP shall have no liability if MLNP or any person removes, covers, or obscures such notice or if such notice is otherwise deleted from the Service.
   3. MLNP will provide appropriate attribution for Video(s) that appear on the Service, in such form, substance and placement as is determined by you within the range of attribution options offered by MLNP as part of the functionality of the Service.
   4. The selection of your Video(s) for display on the Service does not constitute an implied or express determination that the contents of such Video(s) conform to any applicable laws. You agree that MLNP has no obligation to you to display any Video(s) on the Service. MLNP reserves the right to reject, delete, or remove, without notice to you, any Video that MLNP deems, in its sole discretion, to be unacceptable or inappropriate for any reason or for no reason, including if MLNP deems such Video to be abusive, defamatory, obscene, in violation of copyright, trademark or other intellectual property or privacy rights, or to be otherwise in violation of this Agreement.
   5. You acknowledge that if MLNP receives notice of any claim of infringement that satisfies specific legal requirements, such as notice and takedown requirements under U.S. copyright law, MLNP may remove videos associated with such claim.
   6. We may delay or fail to launch, or suspend or discontinue operation of the Service, or any feature thereof, at any time. You have no right to maintain or access your Content on the Service and we have no obligation to return your Content or otherwise make it available to you. We may, in our sole discretion, delete, move, re-format, remove or refuse to exploit Content without notice or liability; provided, however, that we reserve the right to treat Content on the Service, or on certain portions of the Service, as content stored at the direction of users for which we will not exercise editorial control except to block or remove content that is obscene, violent, harassing or otherwise objectionable or to enforce the rights of third parties.
   7. It is solely your responsibility to monitor and protect any intellectual property rights that you may have in your Content, and we do not accept any responsibility for same, but you grant us the right to protect and enforce our licensed rights to your Content, including, without limitation, by bringing and controlling actions in your name and on your behalf (at our cost and expense, to which you hereby consent and irrevocably appoint us as your attorney-in-fact, with the power of substitution and delegation, which appointment is coupled with an interest).
   8. You also acknowledge that the Internet may be subject to breaches of security and should be aware that submissions of Content or other information may not be secure, and you should consider this before submitting any Content or other information to us.

6. Rights Granted to MLNP

   1. By providing or submitting any Video(s) and/or Content to MLNP (including, without limitation, via uploads or postings to the Service), you hereby grant to MLNP and its affiliates a worldwide, non-exclusive, royalty-free, sublicensable and transferable license to use, reproduce, distribute, display, modify (but only for formatting and technical compatibility purposes), and perform such Video(s) and/or Content in connection with the Service and MLNP’s (and its successors’ and affiliates’) business in any media formats and through any media channels. You also hereby grant each user of the Service a non-exclusive license to access your Video(s) and Video-related Content (to the extent made available through the functionality of the Service) through the Service, and to use, reproduce, distribute, display and perform such Content solely as permitted through the functionality of the Service and solely for their personal, non-commercial use. The above licenses granted by you in Video(s) you submit to MLNP shall terminate within a commercially reasonable time after you remove or delete your Videos from the Service. You understand and agree, however, that MLNP may retain, but not display, distribute, or perform, server copies of your Videos that have been removed or deleted. The above licenses granted by you in Content other than Videos (e.g., information about Videos or filmed participants) are perpetual and irrevocable, and MLNP agrees to treat any information therein in accordance with its Privacy Policy for the Service, as applicable. You further authorize us to display your Content in a searchable format that may be accessed by users of the Service and the Internet.
   2. You acknowledge and agree that MLNP may use and otherwise exploit any ideas, suggestions, and concepts, in whole or in part, that you provide to MLNP, whether as part of your Content or otherwise, and without any compensation or accounting to you, including in products or services developed (now or in the future) by MLNP, without limitation or restriction whatsoever.
   3. In the event you use the functionality of the Service to remove your Video(s) from public display on the Service, MLNP agrees not to restore such Video(s) to public display on the Service; provided, however, you understand and agree that in order to remove any Video(s) from public display on the Service you must first obtain and maintain a user account for the Service which requires your agreement to the Terms of Service governing access and use of the Service.
   4. You waive any and all claims you may now or later have in any jurisdiction to so-called “moral rights” or rights of “droit moral” with respect to the Content.
   5. If you become aware that Content you have submitted includes any material for which you lack the unrestricted right to grant us the rights set forth above without obligations or liability to any party, you agree to promptly provide us with detailed written notice thereof to: curators@makelovenotporn.tv.

7. Terms of Compensation

   1. If MLNP selects your Video(s) for display on the Service, you will be entitled to receive compensation as set forth herein.
   2. You acknowledge that all amounts of monetary compensation payable to you hereunder, if any, will be paid via the third party payment service designated by MLNP on the Service (e.g., Dwolla or such other payment service(s) as may be designated by MLNP on the Service, a “Payment Service“), and that, in order to be eligible to receive any compensation of any kind hereunder, you must first create and authenticate, and thereafter maintain, a user account with such Payment Service that continues to be approved by MLNP (“Account“). You hereby agree to maintain an Account at all times that you are entitled to receive compensation hereunder. The Account must be identifiable to payors by the principal e-mail address that you have provided to MLNP via the “User Profile” section of the Service at least ten (10) days prior to the date MLNP makes a payment hereunder. If you fail to correctly setup an Account with a Payment Service, or to maintain such account as set forth herein, or if for any reason the Payment Service is experiencing any malfunction at the time MLNP makes a payment hereunder, MLNP shall have no obligation to make any payment to such Account (or to you). You acknowledge and agree that MLNP has no obligation to independently verify whether any payment submitted via the Payment Service was actually received in an Account or actually collected by you. You agree that amounts payable to an Account will be returned or retained by MLNP in the event you fail to notify MLNP of your e-mail address for purposes of receiving payments on the Payment Service as set forth above, or in the event you fail to open and maintain an account on the Payment Service in accordance herewith.
   3. On behalf of you, and your heirs, executors and administrators, you hereby release and holds harmless MLNP, our parents, subsidiaries, affiliates, and any of our or their directors, managers, officers, employees, agents, or third party licensors (collectively, the “MLNP Parties”) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with compensation not received by you due to:
      1. your failure to create and/or maintain an Account at all times as set forth herein, and/or
      2. any acts or omissions of the Payment Service.
   4. If, during an Accounting Period, MLNP receives Qualifying Revenue, you shall be eligible to receive an amount equal to fifty percent (50%) of Applicable Profits, if any, arising from such Qualifying Revenue.
   5. If you are eligible to receive a portion of the Applicable Profits for an Accounting Period, MLNP will pay to the Account, within ninety (90) days after the conclusion of such Accounting Period, the amount as calculated by MLNP in accordance with this Section 7. Notwithstanding anything to the contrary herein, in the event an amount payable hereunder for any given Accounting Period is less than One Dollar ($1.00), in no event shall MLNP be obligated to pay such amount, and you hereby waive any right to receive any such share of the Qualifying Revenue in connection with such Accounting Period.
   6. You acknowledge that, until such time that the Service becomes a profitable business for MLNP, if ever, and as determined solely by MLNP, it is unlikely Qualifying Revenue will exceed Eligible Expenses, and, as a result, you are not likely to receive payments in connection with your Videos until such time that the Service is widely adopted by end users who choose to rent your Videos.
   7. Any compensation you are entitled to receive pursuant to Section 7 will be based solely on the revenues derived by MLNP from rental fees received in respect of rentals of your Video(s) via the Service. MLNP reserves the sole and exclusive right to sell advertising and otherwise exploit, benefit from and/or realize revenue from the conduct of its business, including, without limitation, the operation of the Service, without accounting, obligation or liability to you other than as expressly set forth in Section 7.
   8. All monetary payments to you hereunder shall be in U.S. Dollars. You will be responsible for paying all taxes, if any, that are payable in connection with amounts paid or redeemed hereunder.
   9. In lieu of receiving monetary payments hereunder, MLNP may permit you to choose to receive compensation payable to you under this Agreement in the form of Service-related credits that you can apply towards purchases on the Service. You shall not be entitled to receive any monetary payments with respect to amounts you choose to receive in the form of Service credits.

8. Representations, Warranties

   1. You hereby represent, warrant and covenant that:
      1. you own or have the necessary licenses, rights, consents, and permissions to publish Content you submit;
      2. all Content is your original work and not based on any other work(s);
      3. you have the full right and authority to enter into this Agreement and to grant the rights granted hereunder;
      4. it is not necessary for MLNP to obtain the consent of or pay any amounts to any third party in order to fully enjoy and exercise the rights granted to MLNP hereunder;
      5. the Content supplied by you and the use thereof will not cause injury to any person or entity or violate any rights of any person or entity including, without limitation, rights of publicity or rights against defamation or libel or invasion of privacy;
      6. you hold and will continue to hold all the ownership, license, proprietary and other rights necessary to enter into, authorize, grant rights and perform your obligations under this Agreement as described;
      7. you shall comply with all of your obligations hereunder and all laws, rules and regulations that apply to your submission of Content and/or activities in connection with the Content;
      8. all Content is in accordance with all of our posted guidelines and does not contain any viruses or any computer programming routines that are intended to or which have the potential to damage, detrimentally interfere with, surreptitiously intercept the Service or any website, computer system, data or personal information;
      9. all information provided by you in connection with this Agreement and the Content is current, accurate, and complete; and
      10. all Content supplied by you shall has been produced in accordance with all applicable provisions of the Child Protection Restoration and Penalties Enhancement Act of 1990 (the “Child Protection Act“), as such act may be amended from time to time, and you shall keep all records required by the Child Protection Act or as requested by MLNP.
   2. You further represent, warrant and agree that, with respect to each Video, you have obtained (or, prior to submission, will obtain) written releases for the benefit of MLNP from each person participating or appearing in such Video, which releases include the right for MLNP to use such Video along with such person’s name, photographs, likenesses, and voice in connection with the Service and MLNP’s (and its affiliates’ and successors’) business. With respect to each Video, you shall maintain copies of all such releases for a period of five (5) years from the date such Video last appears on the Service, and shall provide copies of such releases to MLNP upon MLNP’s request.
   3. Upon the request of MLNP, you will furnish MLNP any additional documentation, substantiation and releases necessary and reasonably required to verify and substantiate your compliance with any or all of the terms and conditions of this Agreement, including, without limitation, the foregoing representations, warranties and covenants.

9. Assignability

   MLNP shall have the right to transfer or assign its rights and/or obligations pursuant to this Agreement to any other person, corporation or entity, and shall be relieved of its obligations to you hereunder to the extent such obligations are assumed by such person, corporation or entity. You may not assign any rights or delegate any obligations hereunder, in whole or in part, without our prior written consent. Any such purported assignment or delegation by you without the appropriate prior written consent will be null and void and of no force and effect.

10. Release

    You hereby release the MLNP Parties harmless from any and all claims of any rights, encumbrances, liens, claims, demands, actions or suits and expenses (including legal fees and expenses) with respect to (i) your violation of this Agreement, or rights of us or any other person or entity, or any applicable law, and (ii) the Content. This release includes, without limitation, any and all liability for any use or nonuse of your Video(s), claims for defamation, libel, slander, invasion of privacy, right of publicity, emotional distress or economic loss.

11. California Waiver

    If you are a California resident, you waive California Civil Code 1542, which says:

    “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

12. Ownership of Video(s) and Content

    1. Your Video(s) and your other Content shall remain your sole and exclusive property.
    2. You acknowledge that other persons may have submitted videos to us, may have made public or developed, or may originate, submit, make public or develop, material similar or identical to all or a portion of your Content or concepts contained therein, and you understand and agree you will not be entitled to any compensation from MLNP because of the use or exploitation thereof.

13. Indemnification

    You agree to defend, indemnify and hold harmless the MLNP Parties from and against any and all claims, damages, losses, liabilities, costs and expenses (including but not limited to reasonable attorneys’ fees) arising out of or in connection with any of the following:

    1. your violation or alleged violation of any term of this Agreement, including without limitation, your breach or alleged breach of any of your representations and warranties herein;
    2. your violation or alleged violation of any third party right, including without limitation any right of privacy, publicity rights or intellectual property rights;
    3. your violation or alleged violation of any law, rule or regulation of the United States or any other country, state, or province;
    4. any Content that you submit or otherwise provide to MLNP; or
    5. your acts or omissions. You agree to cooperate fully with us in the defense of any claim that is the subject of your obligations hereunder.

    This provision does not require you to indemnify us for any unconscionable commercial practice by us or for our fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Service.

14. Limitation of Remedies; Limitation of Liability

    1. You acknowledge and agree that the sole remedy available to you for MLNP’s breach of or non-compliance with any of the provisions of this Agreement shall be an action at law for damages, it being agreed that in no event shall you seek or be entitled to injunctive or other equitable relief for any such breach or non-compliance.
    2. IN NO EVENT WILL THE MLNP PARTIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, ARISING OUT OF OR RELATED TO THE SERVICE OR YOUR CONTENT, THIS AGREEMENT, OR YOUR MISUSE OF THE SERVICE OR ANY CONTENT AVAILABLE ON OR THROUGH THE SERVICE. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER THE ASSERTED LIABILITY OR DAMAGES ARE BASED ON CONTRACT, INDEMNIFICATION, TORT, STRICT LIABILITY, STATUTE OR ANY OTHER LEGAL OR EQUITABLE THEORY. NOTWITHSTANDING THE FOREGOING, THESE DISCLAIMERS DO NOT EXCLUDE ANY PRODUCT LIABILITY CLAIMS, STATUTORY CONSUMER RIGHTS, DAMAGES ASSOCIATED WITH PERSONAL INJURY OR RESULTING FROM OUR INTENTIONAL MISCONDUCT, RECKLESSNESS, FRAUD, OR GROSS NEGLIGENCE.
    3. In some jurisdictions limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitations may not apply to you. These limitations shall apply to the fullest extent permitted by law.

15. Waiver of Injunctive or other Equitable Relief

    TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT YOU WILL NOT BE PERMITTED TO OBTAIN AN INJUNCTION OR OTHER EQUITABLE RELIEF OF ANY KIND, SUCH AS ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, APPLICATION, CONTENT, SUBMISSIONS, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY US OR A LICENSOR OF US.

16. Agreement to Arbitrate Disputes and Choice of Law

    The parties agree to resolve any claims relating to this Agreement in accordance with the arbitration provisions set out in the Terms of Service . This includes, without limitation, the arbitration procedures, waiver of class action, and waiver of jury trial. In any circumstances where the Agreement to Arbitrate Disputes permits the parties to litigate in court, this Agreement shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflict of law rules. The parties expressly consent and agree to submit to the exclusive jurisdiction and venue of a court of competent jurisdiction located in New York, NY.

17. General

    1. You agree that MLNP may provide you with notices by email. MLNP may address such notices to the e-mail address provided in connection with the submission Content and/or any other address provided by you in connection with your user account, if any, on the Service.
    2. You agree to cooperate fully with MLNP to investigate any suspected or actual activity that is in breach of this Agreement or any applicable law. MLNP and its affiliates reserve the right to provide information to law enforcement officials, governmental agencies and pursuant to judicial or regulatory compulsion, to protect their respective interests, the Service or to comply with legal, regulatory, audit and compliance obligations.
    3. Neither this Agreement, nor any of the terms and conditions contained herein, will be construed as creating a partnership, joint venture, agency relationship or granting a franchise between the parties.
    4. MLNP will not be liable to you by reason of any failure or delay in performance because of events beyond MLNP’s reasonable control, which may include, without limitation, denial-of-service attacks, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, earthquakes, or internet connectivity or failure issues experienced by major telecommunications providers, third party platforms or publishers or hosting service providers or co-location facilities.
    5. You agree that if MLNP does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which MLNP has the benefit of under any applicable law), this will not be taken to be a formal waiver of MLNP’s rights and that those rights or remedies will still be available to MLNP.
    6. If any court of law, having the jurisdiction to decide on this matter, rules that any provision of this Agreement is invalid, then that provision will be removed from the Agreement without affecting the rest of the Agreement. The remaining provisions of the Agreement will continue to be valid and enforceable.
    7. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or communications. This Agreement can only be amended by a written agreement signed by both parties.

Last updated: February 6, 2019

THIS VIDEO SUBMISSION AGREEMENT (“AGREEMENT“) IS A LEGAL AGREEMENT BETWEEN YOU AND MAKE LOVE NOT PORN, LLC AND/OR ITS AFFILIATES (“MLNP“, “US“, “OUR“, OR “WE“). BY MAKING AN ONLINE SUBMISSION OF ANY CONTENT (DEFINED BELOW) TO MLNP, YOU CONFIRM YOUR ACCEPTANCE OF ALL OF THE TERMS OF THIS AGREEMENT AND FORM A LEGAL CONTRACT BETWEEN YOU AND MLNP. THIS AGREEMENT CONSTITUTES ADDITIONAL TERMS UNDER OUR TERMS OF SERVICE.

YOU ACKNOWLEDGE AND AGREE THAT ANY CONTENT YOU PROVIDE OR SUBMIT TO MLNP MAY BE USED AS DESCRIBED HEREIN INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH THE MLNP WEBSITES, SOFTWARE, FEATURES AND ONLINE SERVICES (THE “SERVICE“). YOU ACKNOWLEDGE THAT THE SERVICE WILL FEATURE USER GENERATED AND OTHER MATERIALS EXPLICITLY DEPICTING SEX BETWEEN CONSENTING ADULTS, AND OTHER INFORMATION AND MATERIALS OF A GRAPHIC AND SEXUAL NATURE.

BY SUBMITTING OR PROVIDING ANY VIDEO(S), YOU REPRESENT AND WARRANT THAT:

1. YOU ARE OVER THE AGE OF EIGHTEEN (18) AND HAVE THE LEGAL AUTHORITY IN YOUR JURISDICTION OF RESIDENCE TO ENTER INTO THIS AGREEMENT AND TO BE BOUND BY ITS TERMS,
2. YOU MEET THE AGE REQUIREMENTS SET FORTH IN SECTION 3 BELOW, AND
3. EACH VIDEO YOU SUBMIT OR PROVIDE TO US CONFORMS TO THE CONTENT REQUIREMENTS SET FORTH IN THIS AGREEMENT. IF YOU ARE ACTING ON BEHALF OF A COMPANY OR ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY.

IF YOU DO NOT AGREE TO ANY OF THE TERMS OF THIS AGREEMENT, YOU MUST NOT SUBMIT OR PROVIDE US WITH ANY VIDEO(S) OR OTHER CONTENT.

1. Certain Definitions

   1. “Accounting Period” means the three month period commencing on February 1, May 1, August 1, or November 1, respectively, of each calendar year.
   2. “Applicable Profits” means Qualifying Revenue less Eligible Expenses.
   3. “Content” means Video(s) and all other Video-related messages, text, illustrations, files, images, graphics, photos, comments, sounds, music, videos, information, content, and/or other materials that you provide or submit to us in any way in connection with this Agreement, including, without limitation, by means of online submission forms and features of our Service, or via other methods (e.g., via e-mail).
   4. “Eligible Expenses” means, for any Accounting Period, all distribution and transaction fees and expenses incurred by MLNP (as calculated by MLNP) in connection with the Service (including, without limitation, costs and fees associated with all servers, bandwidth, third party platforms and publishers, payment processors, advertising commissions, maintenance, and technical support) during such Accounting Period, divided by the total number of audiovisual works (from all sources) that were made publicly available to end users via the Service at any time during such Accounting Period (as calculated by MLNP).
   5. “Video(s)” means all video(s), films, video recordings, audio-visual works, and animated and/or motion pictures, and combinations of any or all of the foregoing, provided to MLNP by you pursuant to this Agreement, together with all accompanying metadata and other material (e.g., packaging), whether tangible or intangible.
   6. “Qualifying Revenue” means pay-per-view rental fees, if any, actually received by MLNP during an Accounting Period from end users of the Service for properly purchasing rentals of your Video(s) properly submitted hereunder, less any refunds or chargebacks related thereto.

2. Video Submissions

   1. In order to be eligible to submit or provide any Video(s) to us, you must meet our Age Requirements (See Section 3 below) and all Video(s) you submit or provide must meet all of our Content Requirements (See Section 4 below). By submitting or providing any Video(s) to us, you represent, warrant and agree that you and the Video(s) meet such requirements in each instance.
   2. When you submit a Video(s), you will also be required to provide some additional Content about yourself and the Video(s). This may include, without limitation, such Content as a descriptive title, full name, any alias(es) and ages of all persons appearing in the Video(s), the date(s) of the production(s) of the Video(s), a legible copy of two (2) government-issued picture identification cards, some information about each Video’s content and length, the name and location of the producer of the Video(s), as well as your location and/or similar information. Always keep a copy of any Content you send to us (including Video(s)) because we shall not be responsible for lost, damaged, misdirected, unusable or unreadable Content. Proof that you submitted Content to us does not constitute proof that we received any Content.
   3. MLNP may reject Video(s) for any reason or no reason at any time, with or without notice to you.
   4. If MLNP selects your Video(s) for display on the Service, MLNP will take reasonable steps to prevent the unauthorized redistribution of Video(s) by third parties. However, MLNP does not and cannot guarantee that unauthorized third parties will not obtain access to Videos, or make unauthorized copies or unauthorized redistributions of Videos. You acknowledge that Videos may be seen and collected (and potentially redistributed) by other persons, including third parties that do not adhere to MLNP’s standards and third parties over whom MLNP has no control. You agree that MLNP is not responsible for events arising from the distribution in accordance with this Agreement of any Content you choose to submit to us, or any unauthorized distribution of such Content.

3. Age Requirements

   Videos may be submitted or provided only by persons who are eighteen (18) years of age or older, and of the age of majority under all applicable laws of their state, province and/or country (“Age of Majority“). You may not submit or provide any Videos or other Content to us if you are under the Age of Majority.

4. Content Requirements

   1. You represent, warrant, and agree that you will NOT provide, submit or attempt to submit any Content that:
      1. is patently offensive or promotes racism, bigotry, or hatred of any kind against any group or individual;
      2. contains any material depicting bestiality or rape;
      3. contains any material which constitutes child pornography or matter which involves depictions of nudity or sexuality by an age inappropriate-looking performer whether or not the performer is real or computer generated (i.e. someone who looks younger than 18 years of age), or by a performer who is portrayed or made to appear to be a person under the age of 18 years of age by virtue of the script, make-up, demeanor, costuming, setting, etc.;
      4. encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law;
      5. depicts any person that has not expressly consented in writing to:
         1. use their depiction in such Content, and
         2. our use of the Content in which they appear as permitted by this Agreement;
      6. harasses or advocates harassment of another person;
      7. is an advertisement for goods or services or a solicitation of funds, except to the extent we have authorized you to do so in writing;
      8. solicits any information relating to an identified or identifieable individual, unless specifically permitted by us;
      9. includes any personal information such as telephone numbers, street addresses, last names, or email addresses, unless specifically requested by us;
      10. promotes information that is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
      11. contains a formula, instruction, or advice that could cause harm or injury;
      12. promotes an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files;
      13. involves the transmission of “junk mail,” “chain letters,” or unsolicited mass mailing, instant messaging, “spimming,” or “spamming”;
      14. the licensed use by us hereunder would result in us having any obligation or liability to any party;
      15. depicts any third party trademarks or products or services in any manner that violates their rights or could otherwise create liability;
      16. contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page);
      17. furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses;
      18. impersonates any person or entity, including deep-fakes; falsely states or otherwise misrepresents an affiliation with any person or entity; intentionally omits, deletes, forges, or misrepresents transmission information, including, without limitation, headers, return mailing, and Internet protocol addresses; or otherwise manipulates identifiers to disguise the origin of any Content transmitted to the us;
      19. involves commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes; or
      20. violates this Agreement, the terms and conditions applicable to our Service (or any feature thereof), any additional rules posted on our Service, or any applicable laws or regulations.
   2. You must own or have the necessary licenses, rights, consents and permissions to publish the Content on the Service and grant to MNLP all rights granted hereunder. Upon our request, you will furnish us with any documentation, substantiation or releases necessary to verify your compliance with this Agreement.
   3. You shall not submit any Content protected by copyright, trademark, patent, trade secret, moral right, or other intellectual property, personal, contractual, proprietary or other third party right without the express permission of the owner of the respective right. You are solely liable for any damage resulting from your failure to obtain such permission or from any other harm resulting from Content that you submit.
   4. If you submit Video(s), such Video(s) must conform with any technical or other additional guidelines specified by us. We will endeavor to post such additional guidelines on our website(s) that enable you to submit Video(s).

5. Use of Video(s)

   1. MLNP is under no obligation to use, post, review, include or make reference to any Video(s). Subject to the limitation in Section 6(c) below, MLNP may, in its sole discretion, at any time, post, promote and/or include Video(s) on the Service. MLNP may also remove any or all of the Video(s) from the Service at any time in its sole discretion.
   2. MLNP does not intend to add any copyright notice for the benefit of you on any Video(s). You shall file a registration with the U.S. Copyright Office if you wish to have available the remedies provided under the US Copyright Act, as amended (Title 17 of the United States Code). If you include a copyright notice as part of any Video(s), you agree that MLNP shall have no liability if MLNP or any person removes, covers, or obscures such notice or if such notice is otherwise deleted from the Service.
   3. MLNP will provide appropriate attribution for Video(s) that appear on the Service, in such form, substance and placement as is determined by you within the range of attribution options offered by MLNP as part of the functionality of the Service.
   4. The selection of your Video(s) for display on the Service does not constitute an implied or express determination that the contents of such Video(s) conform to any applicable laws. You agree that MLNP has no obligation to you to display any Video(s) on the Service. MLNP reserves the right to reject, delete, or remove, without notice to you, any Video that MLNP deems, in its sole discretion, to be unacceptable or inappropriate for any reason or for no reason, including if MLNP deems such Video to be abusive, defamatory, obscene, in violation of copyright, trademark or other intellectual property or privacy rights, or to be otherwise in violation of this Agreement.
   5. You acknowledge that if MLNP receives notice of any claim of infringement that satisfies specific legal requirements, such as notice and takedown requirements under U.S. copyright law, MLNP may remove videos associated with such claim.
   6. We may delay or fail to launch, or suspend or discontinue operation of the Service, or any feature thereof, at any time. You have no right to maintain or access your Content on the Service and we have no obligation to return your Content or otherwise make it available to you. We may, in our sole discretion, delete, move, re-format, remove or refuse to exploit Content without notice or liability; provided, however, that we reserve the right to treat Content on the Service, or on certain portions of the Service, as content stored at the direction of users for which we will not exercise editorial control except to block or remove content that is obscene, violent, harassing or otherwise objectionable or to enforce the rights of third parties.
   7. It is solely your responsibility to monitor and protect any intellectual property rights that you may have in your Content, and we do not accept any responsibility for same, but you grant us the right to protect and enforce our licensed rights to your Content, including, without limitation, by bringing and controlling actions in your name and on your behalf (at our cost and expense, to which you hereby consent and irrevocably appoint us as your attorney-in-fact, with the power of substitution and delegation, which appointment is coupled with an interest).
   8. You also acknowledge that the Internet may be subject to breaches of security and should be aware that submissions of Content or other information may not be secure, and you should consider this before submitting any Content or other information to us.

6. Rights Granted to MLNP

   1. By providing or submitting any Video(s) and/or Content to MLNP (including, without limitation, via uploads or postings to the Service), you hereby grant to MLNP and its affiliates a worldwide, non-exclusive, royalty-free, sublicensable and transferable license to use, reproduce, distribute, display, modify (but only for formatting and technical compatibility purposes), and perform such Video(s) and/or Content in connection with the Service and MLNP’s (and its successors’ and affiliates’) business in any media formats and through any media channels. You also hereby grant each user of the Service a non-exclusive license to access your Video(s) and Video-related Content (to the extent made available through the functionality of the Service) through the Service, and to use, reproduce, distribute, display and perform such Content solely as permitted through the functionality of the Service and solely for their personal, non-commercial use. The above licenses granted by you in Video(s) you submit to MLNP shall terminate within a commercially reasonable time after you remove or delete your Videos from the Service. You understand and agree, however, that MLNP may retain, but not display, distribute, or perform, server copies of your Videos that have been removed or deleted. The above licenses granted by you in Content other than Videos (e.g., information about Videos or filmed participants) are perpetual and irrevocable, and MLNP agrees to treat any information therein in accordance with its Privacy Policy for the Service, as applicable. You further authorize us to display your Content in a searchable format that may be accessed by users of the Service and the Internet.
   2. You acknowledge and agree that MLNP may use and otherwise exploit any ideas, suggestions, and concepts, in whole or in part, that you provide to MLNP, whether as part of your Content or otherwise, and without any compensation or accounting to you, including in products or services developed (now or in the future) by MLNP, without limitation or restriction whatsoever.
   3. In the event you use the functionality of the Service to remove your Video(s) from public display on the Service, MLNP agrees not to restore such Video(s) to public display on the Service; provided, however, you understand and agree that in order to remove any Video(s) from public display on the Service you must first obtain and maintain a user account for the Service which requires your agreement to the Terms of Service governing access and use of the Service.
   4. You waive any and all claims you may now or later have in any jurisdiction to so-called “moral rights” or rights of “droit moral” with respect to the Content.
   5. If you become aware that Content you have submitted includes any material for which you lack the unrestricted right to grant us the rights set forth above without obligations or liability to any party, you agree to promptly provide us with detailed written notice thereof to: curators@makelovenotporn.tv.

7. Terms of Compensation

   1. If MLNP selects your Video(s) for display on the Service, you will be entitled to receive compensation as set forth herein.
   2. You acknowledge that all amounts of monetary compensation payable to you hereunder, if any, will be paid via the third party payment service designated by MLNP on the Service (e.g., Dwolla or such other payment service(s) as may be designated by MLNP on the Service, a “Payment Service“), and that, in order to be eligible to receive any compensation of any kind hereunder, you must first create and authenticate, and thereafter maintain, a user account with such Payment Service that continues to be approved by MLNP (“Account“). You hereby agree to maintain an Account at all times that you are entitled to receive compensation hereunder. The Account must be identifiable to payors by the principal e-mail address that you have provided to MLNP via the “User Profile” section of the Service at least ten (10) days prior to the date MLNP makes a payment hereunder. If you fail to correctly setup an Account with a Payment Service, or to maintain such account as set forth herein, or if for any reason the Payment Service is experiencing any malfunction at the time MLNP makes a payment hereunder, MLNP shall have no obligation to make any payment to such Account (or to you). You acknowledge and agree that MLNP has no obligation to independently verify whether any payment submitted via the Payment Service was actually received in an Account or actually collected by you. You agree that amounts payable to an Account will be returned or retained by MLNP in the event you fail to notify MLNP of your e-mail address for purposes of receiving payments on the Payment Service as set forth above, or in the event you fail to open and maintain an account on the Payment Service in accordance herewith.
   3. On behalf of you, and your heirs, executors and administrators, you hereby release and holds harmless MLNP, our parents, subsidiaries, affiliates, and any of our or their directors, managers, officers, employees, agents, or third party licensors (collectively, the “MLNP Parties”) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with compensation not received by you due to:
      1. your failure to create and/or maintain an Account at all times as set forth herein, and/or
      2. any acts or omissions of the Payment Service.
   4. If, during an Accounting Period, MLNP receives Qualifying Revenue, you shall be eligible to receive an amount equal to fifty percent (50%) of Applicable Profits, if any, arising from such Qualifying Revenue.
   5. If you are eligible to receive a portion of the Applicable Profits for an Accounting Period, MLNP will pay to the Account, within ninety (90) days after the conclusion of such Accounting Period, the amount as calculated by MLNP in accordance with this Section 7. Notwithstanding anything to the contrary herein, in the event an amount payable hereunder for any given Accounting Period is less than One Dollar ($1.00), in no event shall MLNP be obligated to pay such amount, and you hereby waive any right to receive any such share of the Qualifying Revenue in connection with such Accounting Period.
   6. You acknowledge that, until such time that the Service becomes a profitable business for MLNP, if ever, and as determined solely by MLNP, it is unlikely Qualifying Revenue will exceed Eligible Expenses, and, as a result, you are not likely to receive payments in connection with your Videos until such time that the Service is widely adopted by end users who choose to rent your Videos.
   7. Any compensation you are entitled to receive pursuant to Section 7 will be based solely on the revenues derived by MLNP from rental fees received in respect of rentals of your Video(s) via the Service. MLNP reserves the sole and exclusive right to sell advertising and otherwise exploit, benefit from and/or realize revenue from the conduct of its business, including, without limitation, the operation of the Service, without accounting, obligation or liability to you other than as expressly set forth in Section 7.
   8. All monetary payments to you hereunder shall be in U.S. Dollars. You will be responsible for paying all taxes, if any, that are payable in connection with amounts paid or redeemed hereunder.
   9. In lieu of receiving monetary payments hereunder, MLNP may permit you to choose to receive compensation payable to you under this Agreement in the form of Service-related credits that you can apply towards purchases on the Service. You shall not be entitled to receive any monetary payments with respect to amounts you choose to receive in the form of Service credits.

8. Representations, Warranties

   1. You hereby represent, warrant and covenant that:
      1. you own or have the necessary licenses, rights, consents, and permissions to publish Content you submit;
      2. all Content is your original work and not based on any other work(s);
      3. you have the full right and authority to enter into this Agreement and to grant the rights granted hereunder;
      4. it is not necessary for MLNP to obtain the consent of or pay any amounts to any third party in order to fully enjoy and exercise the rights granted to MLNP hereunder;
      5. the Content supplied by you and the use thereof will not cause injury to any person or entity or violate any rights of any person or entity including, without limitation, rights of publicity or rights against defamation or libel or invasion of privacy;
      6. you hold and will continue to hold all the ownership, license, proprietary and other rights necessary to enter into, authorize, grant rights and perform your obligations under this Agreement as described;
      7. you shall comply with all of your obligations hereunder and all laws, rules and regulations that apply to your submission of Content and/or activities in connection with the Content;
      8. all Content is in accordance with all of our posted guidelines and does not contain any viruses or any computer programming routines that are intended to or which have the potential to damage, detrimentally interfere with, surreptitiously intercept the Service or any website, computer system, data or personal information;
      9. all information provided by you in connection with this Agreement and the Content is current, accurate, and complete; and
      10. all Content supplied by you shall has been produced in accordance with all applicable provisions of the Child Protection Restoration and Penalties Enhancement Act of 1990 (the “Child Protection Act“), as such act may be amended from time to time, and you shall keep all records required by the Child Protection Act or as requested by MLNP.
   2. You further represent, warrant and agree that, with respect to each Video, you have obtained (or, prior to submission, will obtain) written releases for the benefit of MLNP from each person participating or appearing in such Video, which releases include the right for MLNP to use such Video along with such person’s name, photographs, likenesses, and voice in connection with the Service and MLNP’s (and its affiliates’ and successors’) business. With respect to each Video, you shall maintain copies of all such releases for a period of five (5) years from the date such Video last appears on the Service, and shall provide copies of such releases to MLNP upon MLNP’s request.
   3. Upon the request of MLNP, you will furnish MLNP any additional documentation, substantiation and releases necessary and reasonably required to verify and substantiate your compliance with any or all of the terms and conditions of this Agreement, including, without limitation, the foregoing representations, warranties and covenants.

9. Assignability

   MLNP shall have the right to transfer or assign its rights and/or obligations pursuant to this Agreement to any other person, corporation or entity, and shall be relieved of its obligations to you hereunder to the extent such obligations are assumed by such person, corporation or entity. You may not assign any rights or delegate any obligations hereunder, in whole or in part, without our prior written consent. Any such purported assignment or delegation by you without the appropriate prior written consent will be null and void and of no force and effect.

10. Release

    You hereby release the MLNP Parties harmless from any and all claims of any rights, encumbrances, liens, claims, demands, actions or suits and expenses (including legal fees and expenses) with respect to (i) your violation of this Agreement, or rights of us or any other person or entity, or any applicable law, and (ii) the Content. This release includes, without limitation, any and all liability for any use or nonuse of your Video(s), claims for defamation, libel, slander, invasion of privacy, right of publicity, emotional distress or economic loss.

11. California Waiver

    If you are a California resident, you waive California Civil Code 1542, which says:

    “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

12. Ownership of Video(s) and Content

    1. Your Video(s) and your other Content shall remain your sole and exclusive property.
    2. You acknowledge that other persons may have submitted videos to us, may have made public or developed, or may originate, submit, make public or develop, material similar or identical to all or a portion of your Content or concepts contained therein, and you understand and agree you will not be entitled to any compensation from MLNP because of the use or exploitation thereof.

13. Indemnification

    You agree to defend, indemnify and hold harmless the MLNP Parties from and against any and all claims, damages, losses, liabilities, costs and expenses (including but not limited to reasonable attorneys’ fees) arising out of or in connection with any of the following:

    1. your violation or alleged violation of any term of this Agreement, including without limitation, your breach or alleged breach of any of your representations and warranties herein;
    2. your violation or alleged violation of any third party right, including without limitation any right of privacy, publicity rights or intellectual property rights;
    3. your violation or alleged violation of any law, rule or regulation of the United States or any other country, state, or province;
    4. any Content that you submit or otherwise provide to MLNP; or
    5. your acts or omissions. You agree to cooperate fully with us in the defense of any claim that is the subject of your obligations hereunder.

    This provision does not require you to indemnify us for any unconscionable commercial practice by us or for our fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Service.

14. Limitation of Remedies; Limitation of Liability

    1. You acknowledge and agree that the sole remedy available to you for MLNP’s breach of or non-compliance with any of the provisions of this Agreement shall be an action at law for damages, it being agreed that in no event shall you seek or be entitled to injunctive or other equitable relief for any such breach or non-compliance.
    2. IN NO EVENT WILL THE MLNP PARTIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, ARISING OUT OF OR RELATED TO THE SERVICE OR YOUR CONTENT, THIS AGREEMENT, OR YOUR MISUSE OF THE SERVICE OR ANY CONTENT AVAILABLE ON OR THROUGH THE SERVICE. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER THE ASSERTED LIABILITY OR DAMAGES ARE BASED ON CONTRACT, INDEMNIFICATION, TORT, STRICT LIABILITY, STATUTE OR ANY OTHER LEGAL OR EQUITABLE THEORY. NOTWITHSTANDING THE FOREGOING, THESE DISCLAIMERS DO NOT EXCLUDE ANY PRODUCT LIABILITY CLAIMS, STATUTORY CONSUMER RIGHTS, DAMAGES ASSOCIATED WITH PERSONAL INJURY OR RESULTING FROM OUR INTENTIONAL MISCONDUCT, RECKLESSNESS, FRAUD, OR GROSS NEGLIGENCE.
    3. In some jurisdictions limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitations may not apply to you. These limitations shall apply to the fullest extent permitted by law.

15. Waiver of Injunctive or other Equitable Relief

    TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT YOU WILL NOT BE PERMITTED TO OBTAIN AN INJUNCTION OR OTHER EQUITABLE RELIEF OF ANY KIND, SUCH AS ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, APPLICATION, CONTENT, SUBMISSIONS, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY US OR A LICENSOR OF US.

16. Agreement to Arbitrate Disputes and Choice of Law

    The parties agree to resolve any claims relating to this Agreement in accordance with the arbitration provisions set out in the Terms of Service . This includes, without limitation, the arbitration procedures, waiver of class action, and waiver of jury trial. In any circumstances where the Agreement to Arbitrate Disputes permits the parties to litigate in court, this Agreement shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflict of law rules. The parties expressly consent and agree to submit to the exclusive jurisdiction and venue of a court of competent jurisdiction located in New York, NY.

17. General

    1. You agree that MLNP may provide you with notices by email. MLNP may address such notices to the e-mail address provided in connection with the submission Content and/or any other address provided by you in connection with your user account, if any, on the Service.
    2. You agree to cooperate fully with MLNP to investigate any suspected or actual activity that is in breach of this Agreement or any applicable law. MLNP and its affiliates reserve the right to provide information to law enforcement officials, governmental agencies and pursuant to judicial or regulatory compulsion, to protect their respective interests, the Service or to comply with legal, regulatory, audit and compliance obligations.
    3. Neither this Agreement, nor any of the terms and conditions contained herein, will be construed as creating a partnership, joint venture, agency relationship or granting a franchise between the parties.
    4. MLNP will not be liable to you by reason of any failure or delay in performance because of events beyond MLNP’s reasonable control, which may include, without limitation, denial-of-service attacks, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, earthquakes, or internet connectivity or failure issues experienced by major telecommunications providers, third party platforms or publishers or hosting service providers or co-location facilities.
    5. You agree that if MLNP does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which MLNP has the benefit of under any applicable law), this will not be taken to be a formal waiver of MLNP’s rights and that those rights or remedies will still be available to MLNP.
    6. If any court of law, having the jurisdiction to decide on this matter, rules that any provision of this Agreement is invalid, then that provision will be removed from the Agreement without affecting the rest of the Agreement. The remaining provisions of the Agreement will continue to be valid and enforceable.
    7. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or communications. This Agreement can only be amended by a written agreement signed by both parties.

Last updated: February 6, 2019

THIS VIDEO SUBMISSION AGREEMENT (“AGREEMENT“) IS A LEGAL AGREEMENT BETWEEN YOU AND MAKE LOVE NOT PORN, LLC AND/OR ITS AFFILIATES (“MLNP“, “US“, “OUR“, OR “WE“). BY MAKING AN ONLINE SUBMISSION OF ANY CONTENT (DEFINED BELOW) TO MLNP, YOU CONFIRM YOUR ACCEPTANCE OF ALL OF THE TERMS OF THIS AGREEMENT AND FORM A LEGAL CONTRACT BETWEEN YOU AND MLNP. THIS AGREEMENT CONSTITUTES ADDITIONAL TERMS UNDER OUR TERMS OF SERVICE.

YOU ACKNOWLEDGE AND AGREE THAT ANY CONTENT YOU PROVIDE OR SUBMIT TO MLNP MAY BE USED AS DESCRIBED HEREIN INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH THE MLNP WEBSITES, SOFTWARE, FEATURES AND ONLINE SERVICES (THE “SERVICE“). YOU ACKNOWLEDGE THAT THE SERVICE WILL FEATURE USER GENERATED AND OTHER MATERIALS EXPLICITLY DEPICTING SEX BETWEEN CONSENTING ADULTS, AND OTHER INFORMATION AND MATERIALS OF A GRAPHIC AND SEXUAL NATURE.

BY SUBMITTING OR PROVIDING ANY VIDEO(S), YOU REPRESENT AND WARRANT THAT:

1. YOU ARE OVER THE AGE OF EIGHTEEN (18) AND HAVE THE LEGAL AUTHORITY IN YOUR JURISDICTION OF RESIDENCE TO ENTER INTO THIS AGREEMENT AND TO BE BOUND BY ITS TERMS,
2. YOU MEET THE AGE REQUIREMENTS SET FORTH IN SECTION 3 BELOW, AND
3. EACH VIDEO YOU SUBMIT OR PROVIDE TO US CONFORMS TO THE CONTENT REQUIREMENTS SET FORTH IN THIS AGREEMENT. IF YOU ARE ACTING ON BEHALF OF A COMPANY OR ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY.

IF YOU DO NOT AGREE TO ANY OF THE TERMS OF THIS AGREEMENT, YOU MUST NOT SUBMIT OR PROVIDE US WITH ANY VIDEO(S) OR OTHER CONTENT.

1. Certain Definitions

   1. “Accounting Period” means the three month period commencing on February 1, May 1, August 1, or November 1, respectively, of each calendar year.
   2. “Applicable Profits” means Qualifying Revenue less Eligible Expenses.
   3. “Content” means Video(s) and all other Video-related messages, text, illustrations, files, images, graphics, photos, comments, sounds, music, videos, information, content, and/or other materials that you provide or submit to us in any way in connection with this Agreement, including, without limitation, by means of online submission forms and features of our Service, or via other methods (e.g., via e-mail).
   4. “Eligible Expenses” means, for any Accounting Period, all distribution and transaction fees and expenses incurred by MLNP (as calculated by MLNP) in connection with the Service (including, without limitation, costs and fees associated with all servers, bandwidth, third party platforms and publishers, payment processors, advertising commissions, maintenance, and technical support) during such Accounting Period, divided by the total number of audiovisual works (from all sources) that were made publicly available to end users via the Service at any time during such Accounting Period (as calculated by MLNP).
   5. “Video(s)” means all video(s), films, video recordings, audio-visual works, and animated and/or motion pictures, and combinations of any or all of the foregoing, provided to MLNP by you pursuant to this Agreement, together with all accompanying metadata and other material (e.g., packaging), whether tangible or intangible.
   6. “Qualifying Revenue” means pay-per-view rental fees, if any, actually received by MLNP during an Accounting Period from end users of the Service for properly purchasing rentals of your Video(s) properly submitted hereunder, less any refunds or chargebacks related thereto.

2. Video Submissions

   1. In order to be eligible to submit or provide any Video(s) to us, you must meet our Age Requirements (See Section 3 below) and all Video(s) you submit or provide must meet all of our Content Requirements (See Section 4 below). By submitting or providing any Video(s) to us, you represent, warrant and agree that you and the Video(s) meet such requirements in each instance.
   2. When you submit a Video(s), you will also be required to provide some additional Content about yourself and the Video(s). This may include, without limitation, such Content as a descriptive title, full name, any alias(es) and ages of all persons appearing in the Video(s), the date(s) of the production(s) of the Video(s), a legible copy of two (2) government-issued picture identification cards, some information about each Video’s content and length, the name and location of the producer of the Video(s), as well as your location and/or similar information. Always keep a copy of any Content you send to us (including Video(s)) because we shall not be responsible for lost, damaged, misdirected, unusable or unreadable Content. Proof that you submitted Content to us does not constitute proof that we received any Content.
   3. MLNP may reject Video(s) for any reason or no reason at any time, with or without notice to you.
   4. If MLNP selects your Video(s) for display on the Service, MLNP will take reasonable steps to prevent the unauthorized redistribution of Video(s) by third parties. However, MLNP does not and cannot guarantee that unauthorized third parties will not obtain access to Videos, or make unauthorized copies or unauthorized redistributions of Videos. You acknowledge that Videos may be seen and collected (and potentially redistributed) by other persons, including third parties that do not adhere to MLNP’s standards and third parties over whom MLNP has no control. You agree that MLNP is not responsible for events arising from the distribution in accordance with this Agreement of any Content you choose to submit to us, or any unauthorized distribution of such Content.

3. Age Requirements

   Videos may be submitted or provided only by persons who are eighteen (18) years of age or older, and of the age of majority under all applicable laws of their state, province and/or country (“Age of Majority“). You may not submit or provide any Videos or other Content to us if you are under the Age of Majority.

4. Content Requirements

   1. You represent, warrant, and agree that you will NOT provide, submit or attempt to submit any Content that:
      1. is patently offensive or promotes racism, bigotry, or hatred of any kind against any group or individual;
      2. contains any material depicting bestiality or rape;
      3. contains any material which constitutes child pornography or matter which involves depictions of nudity or sexuality by an age inappropriate-looking performer whether or not the performer is real or computer generated (i.e. someone who looks younger than 18 years of age), or by a performer who is portrayed or made to appear to be a person under the age of 18 years of age by virtue of the script, make-up, demeanor, costuming, setting, etc.;
      4. encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law;
      5. depicts any person that has not expressly consented in writing to:
         1. use their depiction in such Content, and
         2. our use of the Content in which they appear as permitted by this Agreement;
      6. harasses or advocates harassment of another person;
      7. is an advertisement for goods or services or a solicitation of funds, except to the extent we have authorized you to do so in writing;
      8. solicits any information relating to an identified or identifieable individual, unless specifically permitted by us;
      9. includes any personal information such as telephone numbers, street addresses, last names, or email addresses, unless specifically requested by us;
      10. promotes information that is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
      11. contains a formula, instruction, or advice that could cause harm or injury;
      12. promotes an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files;
      13. involves the transmission of “junk mail,” “chain letters,” or unsolicited mass mailing, instant messaging, “spimming,” or “spamming”;
      14. the licensed use by us hereunder would result in us having any obligation or liability to any party;
      15. depicts any third party trademarks or products or services in any manner that violates their rights or could otherwise create liability;
      16. contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page);
      17. furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses;
      18. impersonates any person or entity, including deep-fakes; falsely states or otherwise misrepresents an affiliation with any person or entity; intentionally omits, deletes, forges, or misrepresents transmission information, including, without limitation, headers, return mailing, and Internet protocol addresses; or otherwise manipulates identifiers to disguise the origin of any Content transmitted to the us;
      19. involves commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes; or
      20. violates this Agreement, the terms and conditions applicable to our Service (or any feature thereof), any additional rules posted on our Service, or any applicable laws or regulations.
   2. You must own or have the necessary licenses, rights, consents and permissions to publish the Content on the Service and grant to MNLP all rights granted hereunder. Upon our request, you will furnish us with any documentation, substantiation or releases necessary to verify your compliance with this Agreement.
   3. You shall not submit any Content protected by copyright, trademark, patent, trade secret, moral right, or other intellectual property, personal, contractual, proprietary or other third party right without the express permission of the owner of the respective right. You are solely liable for any damage resulting from your failure to obtain such permission or from any other harm resulting from Content that you submit.
   4. If you submit Video(s), such Video(s) must conform with any technical or other additional guidelines specified by us. We will endeavor to post such additional guidelines on our website(s) that enable you to submit Video(s).

5. Use of Video(s)

   1. MLNP is under no obligation to use, post, review, include or make reference to any Video(s). Subject to the limitation in Section 6(c) below, MLNP may, in its sole discretion, at any time, post, promote and/or include Video(s) on the Service. MLNP may also remove any or all of the Video(s) from the Service at any time in its sole discretion.
   2. MLNP does not intend to add any copyright notice for the benefit of you on any Video(s). You shall file a registration with the U.S. Copyright Office if you wish to have available the remedies provided under the US Copyright Act, as amended (Title 17 of the United States Code). If you include a copyright notice as part of any Video(s), you agree that MLNP shall have no liability if MLNP or any person removes, covers, or obscures such notice or if such notice is otherwise deleted from the Service.
   3. MLNP will provide appropriate attribution for Video(s) that appear on the Service, in such form, substance and placement as is determined by you within the range of attribution options offered by MLNP as part of the functionality of the Service.
   4. The selection of your Video(s) for display on the Service does not constitute an implied or express determination that the contents of such Video(s) conform to any applicable laws. You agree that MLNP has no obligation to you to display any Video(s) on the Service. MLNP reserves the right to reject, delete, or remove, without notice to you, any Video that MLNP deems, in its sole discretion, to be unacceptable or inappropriate for any reason or for no reason, including if MLNP deems such Video to be abusive, defamatory, obscene, in violation of copyright, trademark or other intellectual property or privacy rights, or to be otherwise in violation of this Agreement.
   5. You acknowledge that if MLNP receives notice of any claim of infringement that satisfies specific legal requirements, such as notice and takedown requirements under U.S. copyright law, MLNP may remove videos associated with such claim.
   6. We may delay or fail to launch, or suspend or discontinue operation of the Service, or any feature thereof, at any time. You have no right to maintain or access your Content on the Service and we have no obligation to return your Content or otherwise make it available to you. We may, in our sole discretion, delete, move, re-format, remove or refuse to exploit Content without notice or liability; provided, however, that we reserve the right to treat Content on the Service, or on certain portions of the Service, as content stored at the direction of users for which we will not exercise editorial control except to block or remove content that is obscene, violent, harassing or otherwise objectionable or to enforce the rights of third parties.
   7. It is solely your responsibility to monitor and protect any intellectual property rights that you may have in your Content, and we do not accept any responsibility for same, but you grant us the right to protect and enforce our licensed rights to your Content, including, without limitation, by bringing and controlling actions in your name and on your behalf (at our cost and expense, to which you hereby consent and irrevocably appoint us as your attorney-in-fact, with the power of substitution and delegation, which appointment is coupled with an interest).
   8. You also acknowledge that the Internet may be subject to breaches of security and should be aware that submissions of Content or other information may not be secure, and you should consider this before submitting any Content or other information to us.

6. Rights Granted to MLNP

   1. By providing or submitting any Video(s) and/or Content to MLNP (including, without limitation, via uploads or postings to the Service), you hereby grant to MLNP and its affiliates a worldwide, non-exclusive, royalty-free, sublicensable and transferable license to use, reproduce, distribute, display, modify (but only for formatting and technical compatibility purposes), and perform such Video(s) and/or Content in connection with the Service and MLNP’s (and its successors’ and affiliates’) business in any media formats and through any media channels. You also hereby grant each user of the Service a non-exclusive license to access your Video(s) and Video-related Content (to the extent made available through the functionality of the Service) through the Service, and to use, reproduce, distribute, display and perform such Content solely as permitted through the functionality of the Service and solely for their personal, non-commercial use. The above licenses granted by you in Video(s) you submit to MLNP shall terminate within a commercially reasonable time after you remove or delete your Videos from the Service. You understand and agree, however, that MLNP may retain, but not display, distribute, or perform, server copies of your Videos that have been removed or deleted. The above licenses granted by you in Content other than Videos (e.g., information about Videos or filmed participants) are perpetual and irrevocable, and MLNP agrees to treat any information therein in accordance with its Privacy Policy for the Service, as applicable. You further authorize us to display your Content in a searchable format that may be accessed by users of the Service and the Internet.
   2. You acknowledge and agree that MLNP may use and otherwise exploit any ideas, suggestions, and concepts, in whole or in part, that you provide to MLNP, whether as part of your Content or otherwise, and without any compensation or accounting to you, including in products or services developed (now or in the future) by MLNP, without limitation or restriction whatsoever.
   3. In the event you use the functionality of the Service to remove your Video(s) from public display on the Service, MLNP agrees not to restore such Video(s) to public display on the Service; provided, however, you understand and agree that in order to remove any Video(s) from public display on the Service you must first obtain and maintain a user account for the Service which requires your agreement to the Terms of Service governing access and use of the Service.
   4. You waive any and all claims you may now or later have in any jurisdiction to so-called “moral rights” or rights of “droit moral” with respect to the Content.
   5. If you become aware that Content you have submitted includes any material for which you lack the unrestricted right to grant us the rights set forth above without obligations or liability to any party, you agree to promptly provide us with detailed written notice thereof to: curators@makelovenotporn.tv.

7. Terms of Compensation

   1. If MLNP selects your Video(s) for display on the Service, you will be entitled to receive compensation as set forth herein.
   2. You acknowledge that all amounts of monetary compensation payable to you hereunder, if any, will be paid via the third party payment service designated by MLNP on the Service (e.g., Dwolla or such other payment service(s) as may be designated by MLNP on the Service, a “Payment Service“), and that, in order to be eligible to receive any compensation of any kind hereunder, you must first create and authenticate, and thereafter maintain, a user account with such Payment Service that continues to be approved by MLNP (“Account“). You hereby agree to maintain an Account at all times that you are entitled to receive compensation hereunder. The Account must be identifiable to payors by the principal e-mail address that you have provided to MLNP via the “User Profile” section of the Service at least ten (10) days prior to the date MLNP makes a payment hereunder. If you fail to correctly setup an Account with a Payment Service, or to maintain such account as set forth herein, or if for any reason the Payment Service is experiencing any malfunction at the time MLNP makes a payment hereunder, MLNP shall have no obligation to make any payment to such Account (or to you). You acknowledge and agree that MLNP has no obligation to independently verify whether any payment submitted via the Payment Service was actually received in an Account or actually collected by you. You agree that amounts payable to an Account will be returned or retained by MLNP in the event you fail to notify MLNP of your e-mail address for purposes of receiving payments on the Payment Service as set forth above, or in the event you fail to open and maintain an account on the Payment Service in accordance herewith.
   3. On behalf of you, and your heirs, executors and administrators, you hereby release and holds harmless MLNP, our parents, subsidiaries, affiliates, and any of our or their directors, managers, officers, employees, agents, or third party licensors (collectively, the “MLNP Parties”) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with compensation not received by you due to:
      1. your failure to create and/or maintain an Account at all times as set forth herein, and/or
      2. any acts or omissions of the Payment Service.
   4. If, during an Accounting Period, MLNP receives Qualifying Revenue, you shall be eligible to receive an amount equal to fifty percent (50%) of Applicable Profits, if any, arising from such Qualifying Revenue.
   5. If you are eligible to receive a portion of the Applicable Profits for an Accounting Period, MLNP will pay to the Account, within ninety (90) days after the conclusion of such Accounting Period, the amount as calculated by MLNP in accordance with this Section 7. Notwithstanding anything to the contrary herein, in the event an amount payable hereunder for any given Accounting Period is less than One Dollar ($1.00), in no event shall MLNP be obligated to pay such amount, and you hereby waive any right to receive any such share of the Qualifying Revenue in connection with such Accounting Period.
   6. You acknowledge that, until such time that the Service becomes a profitable business for MLNP, if ever, and as determined solely by MLNP, it is unlikely Qualifying Revenue will exceed Eligible Expenses, and, as a result, you are not likely to receive payments in connection with your Videos until such time that the Service is widely adopted by end users who choose to rent your Videos.
   7. Any compensation you are entitled to receive pursuant to Section 7 will be based solely on the revenues derived by MLNP from rental fees received in respect of rentals of your Video(s) via the Service. MLNP reserves the sole and exclusive right to sell advertising and otherwise exploit, benefit from and/or realize revenue from the conduct of its business, including, without limitation, the operation of the Service, without accounting, obligation or liability to you other than as expressly set forth in Section 7.
   8. All monetary payments to you hereunder shall be in U.S. Dollars. You will be responsible for paying all taxes, if any, that are payable in connection with amounts paid or redeemed hereunder.
   9. In lieu of receiving monetary payments hereunder, MLNP may permit you to choose to receive compensation payable to you under this Agreement in the form of Service-related credits that you can apply towards purchases on the Service. You shall not be entitled to receive any monetary payments with respect to amounts you choose to receive in the form of Service credits.

8. Representations, Warranties

   1. You hereby represent, warrant and covenant that:
      1. you own or have the necessary licenses, rights, consents, and permissions to publish Content you submit;
      2. all Content is your original work and not based on any other work(s);
      3. you have the full right and authority to enter into this Agreement and to grant the rights granted hereunder;
      4. it is not necessary for MLNP to obtain the consent of or pay any amounts to any third party in order to fully enjoy and exercise the rights granted to MLNP hereunder;
      5. the Content supplied by you and the use thereof will not cause injury to any person or entity or violate any rights of any person or entity including, without limitation, rights of publicity or rights against defamation or libel or invasion of privacy;
      6. you hold and will continue to hold all the ownership, license, proprietary and other rights necessary to enter into, authorize, grant rights and perform your obligations under this Agreement as described;
      7. you shall comply with all of your obligations hereunder and all laws, rules and regulations that apply to your submission of Content and/or activities in connection with the Content;
      8. all Content is in accordance with all of our posted guidelines and does not contain any viruses or any computer programming routines that are intended to or which have the potential to damage, detrimentally interfere with, surreptitiously intercept the Service or any website, computer system, data or personal information;
      9. all information provided by you in connection with this Agreement and the Content is current, accurate, and complete; and
      10. all Content supplied by you shall has been produced in accordance with all applicable provisions of the Child Protection Restoration and Penalties Enhancement Act of 1990 (the “Child Protection Act“), as such act may be amended from time to time, and you shall keep all records required by the Child Protection Act or as requested by MLNP.
   2. You further represent, warrant and agree that, with respect to each Video, you have obtained (or, prior to submission, will obtain) written releases for the benefit of MLNP from each person participating or appearing in such Video, which releases include the right for MLNP to use such Video along with such person’s name, photographs, likenesses, and voice in connection with the Service and MLNP’s (and its affiliates’ and successors’) business. With respect to each Video, you shall maintain copies of all such releases for a period of five (5) years from the date such Video last appears on the Service, and shall provide copies of such releases to MLNP upon MLNP’s request.
   3. Upon the request of MLNP, you will furnish MLNP any additional documentation, substantiation and releases necessary and reasonably required to verify and substantiate your compliance with any or all of the terms and conditions of this Agreement, including, without limitation, the foregoing representations, warranties and covenants.

9. Assignability

   MLNP shall have the right to transfer or assign its rights and/or obligations pursuant to this Agreement to any other person, corporation or entity, and shall be relieved of its obligations to you hereunder to the extent such obligations are assumed by such person, corporation or entity. You may not assign any rights or delegate any obligations hereunder, in whole or in part, without our prior written consent. Any such purported assignment or delegation by you without the appropriate prior written consent will be null and void and of no force and effect.

10. Release

    You hereby release the MLNP Parties harmless from any and all claims of any rights, encumbrances, liens, claims, demands, actions or suits and expenses (including legal fees and expenses) with respect to (i) your violation of this Agreement, or rights of us or any other person or entity, or any applicable law, and (ii) the Content. This release includes, without limitation, any and all liability for any use or nonuse of your Video(s), claims for defamation, libel, slander, invasion of privacy, right of publicity, emotional distress or economic loss.

11. California Waiver

    If you are a California resident, you waive California Civil Code 1542, which says:

    “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

12. Ownership of Video(s) and Content

    1. Your Video(s) and your other Content shall remain your sole and exclusive property.
    2. You acknowledge that other persons may have submitted videos to us, may have made public or developed, or may originate, submit, make public or develop, material similar or identical to all or a portion of your Content or concepts contained therein, and you understand and agree you will not be entitled to any compensation from MLNP because of the use or exploitation thereof.

13. Indemnification

    You agree to defend, indemnify and hold harmless the MLNP Parties from and against any and all claims, damages, losses, liabilities, costs and expenses (including but not limited to reasonable attorneys’ fees) arising out of or in connection with any of the following:

    1. your violation or alleged violation of any term of this Agreement, including without limitation, your breach or alleged breach of any of your representations and warranties herein;
    2. your violation or alleged violation of any third party right, including without limitation any right of privacy, publicity rights or intellectual property rights;
    3. your violation or alleged violation of any law, rule or regulation of the United States or any other country, state, or province;
    4. any Content that you submit or otherwise provide to MLNP; or
    5. your acts or omissions. You agree to cooperate fully with us in the defense of any claim that is the subject of your obligations hereunder.

    This provision does not require you to indemnify us for any unconscionable commercial practice by us or for our fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Service.

14. Limitation of Remedies; Limitation of Liability

    1. You acknowledge and agree that the sole remedy available to you for MLNP’s breach of or non-compliance with any of the provisions of this Agreement shall be an action at law for damages, it being agreed that in no event shall you seek or be entitled to injunctive or other equitable relief for any such breach or non-compliance.
    2. IN NO EVENT WILL THE MLNP PARTIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, ARISING OUT OF OR RELATED TO THE SERVICE OR YOUR CONTENT, THIS AGREEMENT, OR YOUR MISUSE OF THE SERVICE OR ANY CONTENT AVAILABLE ON OR THROUGH THE SERVICE. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER THE ASSERTED LIABILITY OR DAMAGES ARE BASED ON CONTRACT, INDEMNIFICATION, TORT, STRICT LIABILITY, STATUTE OR ANY OTHER LEGAL OR EQUITABLE THEORY. NOTWITHSTANDING THE FOREGOING, THESE DISCLAIMERS DO NOT EXCLUDE ANY PRODUCT LIABILITY CLAIMS, STATUTORY CONSUMER RIGHTS, DAMAGES ASSOCIATED WITH PERSONAL INJURY OR RESULTING FROM OUR INTENTIONAL MISCONDUCT, RECKLESSNESS, FRAUD, OR GROSS NEGLIGENCE.
    3. In some jurisdictions limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitations may not apply to you. These limitations shall apply to the fullest extent permitted by law.

15. Waiver of Injunctive or other Equitable Relief

    TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT YOU WILL NOT BE PERMITTED TO OBTAIN AN INJUNCTION OR OTHER EQUITABLE RELIEF OF ANY KIND, SUCH AS ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, APPLICATION, CONTENT, SUBMISSIONS, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY US OR A LICENSOR OF US.

16. Agreement to Arbitrate Disputes and Choice of Law

    The parties agree to resolve any claims relating to this Agreement in accordance with the arbitration provisions set out in the Terms of Service . This includes, without limitation, the arbitration procedures, waiver of class action, and waiver of jury trial. In any circumstances where the Agreement to Arbitrate Disputes permits the parties to litigate in court, this Agreement shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflict of law rules. The parties expressly consent and agree to submit to the exclusive jurisdiction and venue of a court of competent jurisdiction located in New York, NY.

17. General

    1. You agree that MLNP may provide you with notices by email. MLNP may address such notices to the e-mail address provided in connection with the submission Content and/or any other address provided by you in connection with your user account, if any, on the Service.
    2. You agree to cooperate fully with MLNP to investigate any suspected or actual activity that is in breach of this Agreement or any applicable law. MLNP and its affiliates reserve the right to provide information to law enforcement officials, governmental agencies and pursuant to judicial or regulatory compulsion, to protect their respective interests, the Service or to comply with legal, regulatory, audit and compliance obligations.
    3. Neither this Agreement, nor any of the terms and conditions contained herein, will be construed as creating a partnership, joint venture, agency relationship or granting a franchise between the parties.
    4. MLNP will not be liable to you by reason of any failure or delay in performance because of events beyond MLNP’s reasonable control, which may include, without limitation, denial-of-service attacks, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, earthquakes, or internet connectivity or failure issues experienced by major telecommunications providers, third party platforms or publishers or hosting service providers or co-location facilities.
    5. You agree that if MLNP does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which MLNP has the benefit of under any applicable law), this will not be taken to be a formal waiver of MLNP’s rights and that those rights or remedies will still be available to MLNP.
    6. If any court of law, having the jurisdiction to decide on this matter, rules that any provision of this Agreement is invalid, then that provision will be removed from the Agreement without affecting the rest of the Agreement. The remaining provisions of the Agreement will continue to be valid and enforceable.
    7. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or communications. This Agreement can only be amended by a written agreement signed by both parties.