PutItOn.com Artist Submission Agreement

Last Modified: 05/29/09

1.         Introduction.
Welcome to the PutItOn.com website ("Site").  PLEASE CAREFULLY READ THIS ARTIST SUBMISSION AGREEMENT (“Agreement”).  This constitutes the agreement between PutItOn, LLC (“PIO”) and you as either an individual artist or as the authorized and legal representative of a group artist (“Artist”) concerning the transmission, uploading, or otherwise submission of Artist's written works, audio, visual, audiovisual and other materials (the “Artist Materials”) to the Site and concerning PIO’s use of Artist Materials on the Site. If Artist submits to this Agreement on behalf of a group artist then each reference to “Artist” in this Agreement refers to each member of the group or the group as a whole.  In addition, if Artist submits to this Agreement, Artist also agrees to be bound by the Terms of Use, the Privacy Policy, and any other legal notices on this Site.
If you are under the age of 13 years of age, you may not participate in this service offered by PIO. If you are between 13 and 17 years of age, your parent or legal guardian must submit, upload, or otherwise transmit certain types of Artist Materials on your behalf. In this case, the parent or legal guardian is considered and deemed the Artist and accepts and agrees to be bound by the terms, rules and conditions of this Agreement. The terms "PIO" or "us" or "we" or "our" refers to PutItOn, LLC, the owner of the Site as well as its subsidiaries, affiliates, partners, agents, attorneys, officers, directors, employees, designees and assignees. The term "Artist Materials" refers to any data, content, or other materials that Artist transmits, uploads, or otherwise submits to the Site including but not limited to Artist's trademarks, copyrights, name(s) and likeness, biographic materials, trade names, photographs, audio materials, visual materials, audiovisual materials, written materials, artwork, film, music, photographs, paintings, sculptures, or computer-generated, graphical, or textual materials.

2.         Modifications.
PIO reserves the right to change, modify, or otherwise alter this Agreement at any time and at our sole discretion without specific notice to Artist.  PIO will post any updates to this Agreement on our Site.  Please review this Agreement periodically.  Artist’s continued use of the Site including but not limited to any submission of Artist Materials following any changes, modifications, or other alterations to this Agreement shall constitute Artist’s acceptance to comply with and be bound by the revised Agreement.

3.         Accounts and Registrations.
In order to upload, transmit, or otherwise submit Artist Materials via the Site, Artist will have to create an account pursuant to Section 3 of the Terms of Use.

4.         Consideration.
PIO and Artist understand, agree and acknowledge the exchange of mutual benefits and promises and other consideration and agree as follows with respect to any submissions of Artist Materials.

5.         Term of Agreement.
The term of this Agreement is effective as of the date that the Artist Materials are initially transmitted, uploaded, or otherwise submitted to the Site.  The term continues until either Artist or PIO terminates this Agreement in writing, with or without cause or by the removal of Artist Materials for the purpose of termination all subject to the survival of certain undertakings in this Agreement set out in Section 25.

During the term of this Agreement, Artist understands, agrees and acknowledges that PIO's license under this Agreement is defined as the worldwide, non-exclusive royalty free right to utilize Artist Materials, or any part thereof, solely to advertise, market, or otherwise promote the Site. To the extent Artist Materials contain a third party's name(s) and likeness, photographs, biographic materials, or any other materials, hereby grants PIO a worldwide, non-exclusive and royalty free license to advertise, market, exploit, or otherwise promote such third party content on the Site. Artist acknowledges that PIO shall have the ability to run/embed third party advertisements and sponsorships on the Site.

6.         Ownership of PIO’s Intellectual Property.

Except to the extent provided herein, the contents of this Site, including all software, text, characters, images, videos, photographs, designs, illustrations, audio and video files, artwork, graphics,  databases, logos, proprietary information, and copyrightable or otherwise legally protective elements of the Site, including, without limitation, the sequence, arrangement, and selection thereof, and all trademarks, service marks, and trade names (individually or collectively the “Materials”) are the property of PIO and/or its subsidiaries, licensors, affiliates, assigns, or other respective owners.  The Materials are protected, without limitation, pursuant to United States federal and state as well as the applicable foreign laws, regulations, statutes and treaties.  The copying, distribution, redistribution, use, preparation of derivative works, or publication by Artists of the Materials or any part of the Site is strictly prohibited unless Artist obtains express written consent from PIO or the appropriate copyright owner. Artist does not acquire ownership rights to any Materials or other content viewed or accessed through the Site.

7.         Ownership of Artist Materials.

PIO does not claim ownership of Artist Materials.  Artist agrees not to copy, distribute, redistribute, prepare derivative works, or publish any of the Materials or any part of the Site other than Artist Materials unless Artist obtains express written consent from PIO or the appropriate owner.
When Artist uploads, submits, or otherwise transmits Artist Materials via the Site, it acknowledges that third parties will be able to view, access, copy, distribute, purchase and/or display Artist Materials, without restriction.  In the event the third parties’ use violates this Agreement, the Terms of Use, the Privacy Policy, or any other legal notices on this Site, Artist understands, agrees and acknowledges that PIO shall not be responsible or liable for any such use by third parties.
Artist hereby grants PIO a worldwide, non-exclusive and royalty free license to transmit, produce, display, distribute, publish, format, broadcast, copy, store, perform and prepare Artist Materials and any derivative works based on and of Artist Materials soley so that PIO may make Artist Materials available through our services and on our Site.  Artist also hereby grants PIO the right to sublicense any of these licensed rights in Artist Materials, subject to PIO's limited use under this Agreement.
Artist understands, agrees and acknowledges that Artist does not have any right, title or interest in any Materials with which Artist Materials may be combined or incorporated.
As part of a transaction, Artist may obtain a third party’s personal information, including but not limited to such third party’s name, physical address, email address, and telephone number.  Artist may only use this third party’s personal information for that transaction.  Artist may not use this personal information for any other reason, including but not limited to adding the third party to Artist’s email or mailing list, unless Artist first obtains prior written consent from the third party.

8.         Fees.

PIO’s services via this Site are free except Artist will be responsible to pay PIO for storage costs of Artist’s files, data or other information that exceed 1 GB in total.  In addition, Artist  will be responsible to pay any fees assessed by third party payment processors, including but not limited to PayPal.

If this Agreement is terminated, or if the Artist’s account with PIO is terminated or closed, Artist understands, agrees, and acknowledges that Artist remains obligated to pay PIO for any and all unpaid fees plus any penalties that may apply.  In addition, Artist will be responsible to pay PIO for any fees, including but not limited to collection and attorney fees, incurred by PIO to collect any remaining unpaid fees from Artist.  PIO reserves the right at any time and in our sole discretion to change our fee policy.

9.         Representations and Warranties.

Artist represents and warrants the following: 
           (a)       Artist Materials do not and will not infringe or violate the rights of any third party, including but not limited to any trademarks, service marks, copyrights, trade secrets, trade names, rights of privacy or publicity, moral rights, contractual rights, or any other proprietary rights;
           (b)       Artist Materials do not violate and will not violate any domestic and international laws, statutes, ordinances and regulations;
           (c)        Artist has provided or will provide PIO with truthful, accurate and complete information;
           (d)       Artist has the right, authority and power to enter into and perform this Agreement;
           (e)       Artist has the right, authority and power to grant PIO any rights to use Artist Materials as set forth in or contemplated by this Agreement;
           (f)        Artist Materials do not and will not contain: a virus or other harmful component or otherwise interferes with, impairs or damages the Site and any individual’s or entity’s use or enjoyment of the Site;
           (g)       Artist Materials is not and will not be abusive, offensive, hateful, racist, disruptive, antisocial, defamatory, threatening, violent, vulgar, sexually explicit, pornographic (including child pornography), slanderous or otherwise harmful;
           (h)       Artist Materials does not or will not constitute hate speech;
           (i)         Artist Materials does not or will not contain unlawful information;
           (j)         Artist Materials does not or will not contain any nude works featuring individuals under 18 years of age;
           (k)        Artist has not and may not create compilations or derivative works of any content and materials from the Site;
           (l)         Artist has not and will not remove, change, obscure, or otherwise alter any copyright notice, other proprietary notice, or other legal notice contained in the Site;
           (m)      Artist has not and will not use the Site in a manner that violates any state, federal or international law regulating email, facsimile transmissions or telephone solicitations;
           (n)       Artist has not and will not export or re-export the Site or any portion thereof, or any software available on or through the Site, in violation of the export control laws or regulations of the United States, or any other international laws;
           (o)       Artist has not and will not interfere or attempt to interfere with the working or functionality of the Site or any activities conducted on the Site;
           (p)       Artist has not and will not engage in spamming;
           (q)       Artist has not and will not post, submit, upload or otherwise transmit large amounts of repetitive or untargeted content;
           (r)        Artist has not and will not create false or misleading descriptions, thumbnails, tags, or titles to increase views;
           (s)        Artist has not and will not steal, exploit, distribute, or otherwise use another individual’s any ideas or concepts without express written consent of, credit to, and compensation to that individual;
           (t)         if Artist or any member of Artist’s group is under 18 years of age, Artist hereby warrants and represents that Artist has the legal right, authority and power to execute and enter into this Agreement on behalf of the underage artist and guarantees such individual’s performance of the terms of this Agreement;
           (u)       Artist has and will obtain any necessary authorizations, consents, rights, licenses, and sublicenses for Artist to enter into and  perform this Agreement and to grant PIO the right to the use Artist Materials as set forth in and contemplated by this Agreement.
These warranties survive any termination of this Agreement.

10.       Setting Up Shop.

If Artist lists an item for purchase on the Site, Artist warrants that Artist may legally sell the item on the Site and is the lawful owner of the item.  Artist also warrants that Artist and all aspects of the item comply with all legal notices posted on the Site, including but not limited to this Agreement, the Terms of Use, and Privacy Policy.  Each item must have its own listing.  Artist must correctly identify and describe each listed item. 

Artist understands, agrees and acknowledges PIO shall not be responsible or liable for claims, damages or injuries of any kind arising from or related to the listed item including but not limited to the terms of sale, shipping, method or collection of payment, return of defective or damaged items, terms and conditions of use of Artist’s purchased listed item, and any other policies related to the purchase, sale, or use of Artist’s listed item as well as any breach thereof. 

11.       Third Party Payments.

Artist is responsible for all licensing, reporting and payment obligations of any kind to itself and third parties in connection with the Artist Materials.

12.       Other PIO Legal Agreements.

Our Privacy Policy, Terms of Use, and any other legal notices posted on this Site, as they may change from time to time, are a part of this Agreement and incorporated herein.  Artist hereby understand, agrees, and acknowledges that Artist will be bound by Privacy Policy, Terms of Use, and any other legal notices posted on this Site.

13.       Errors, Corrections and Changes.

PIO does not represent or warrant that the Site will be error-free, free of viruses or other harmful components, or that defects will be corrected.  We do not represent or warrant that the information available on or through the Site will be correct, accurate, timely or otherwise reliable.  We may make changes to the features, functionality or content of the Site at any time.  Artist understands, agrees and acknowledges that PIO will not responsible or liable to Artist or others for any errors, interruptions, disruptions, or any other problems with the Site. 

14.       Unlawful Activity.

PIO reserves the right to investigate complaints or reported violations of this Agreement and to take any action we deem appropriate, including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to Artist's profile, email addresses, usage history, posted materials, IP addresses and traffic information (and PIO has the right to remove/delete any content we deem unlawful or unfit).

15.       Termination of Agreement.

If this Agreement is terminated by PIO, this Agreement will terminate when PIO removes Artist Materials within a reasonable amount of time from the Site; however, this PIO will not be required to remove comments posted to PIO or on the Site by Artist.

If this Agreement is terminated by Artist, the rights granted in this Agreement will terminate only after (i) PIO received written notice per Section 24 from the Artist of termination and (ii) Artist has removed all of his or her Artist Materials from the Site excluding those Artist Materials that cannot be removed by Artist, and PIO has received written notice of the removal.

Artist may also terminate this Agreement with respect to any individual work by Artist by removing the individual work from the Site.  This individual termination with respect to an individual work will become effective when PIO receives notice of the removal by Artist.  The Site has a removal function with respect to individual works posted by Artist and the proper use of this function shall serve as notice of removal.

16.       Indemnification.

Artist agrees to indemnify, defend and hold us and our subsidiaries, affiliates, partners, agents, officers, partners, directors, employees, subcontractors, successors, assigns, designees, third party suppliers of information and documents, attorneys, advertisers, and product and service providers (collectively, "Affiliated Parties") harmless from any liability, loss, claim, damages, costs and expense (including, without limitation, to reasonable attorney's fees and costs) arising out of or related to (i) Artist’s use of the Site, (ii) Artist’s violation of this Agreement, the Terms of Use, Privacy Policy, or any legal notices on this Site, (iii) Artist’s violation or purported or threatened violation of any third party’s rights, including but not limited to the third party’s right of privacy or publicity or moral rights, trademark, copyright, patent, trade secret or trade name, and (iv) any third parties’ purchase, attempted purchase, or any other use of Artist Materials.     PIO reserves the right to hire our own separate legal counsel as well as assume or take exclusive control and defense of any matter subject to indemnification by Artist.

17.       Disclaimer.

THE CONTENT, MATERIALS, AND ANY OTHER INFORMATION IN OR ON THIS SITE ARE NOT INTENDED TO CONSTITUTE OR BE A SUBSTITUTE FOR ANY LEGAL, PROFESSIONAL, OR OTHER ADVICE, AND MAY NOT BE USED FOR ANY SUCH PURPOSES.

ARTIST’S USE, ACCESS, OR BROWSING OF THIS SITE INCLUDING BUT NOT LIMITED TO SUBMISSION OF ARTIST MATERIALS ARE PERFORMED AT ARTIST’S OWN RISK.  THE INFORMATION, CONTENT, AND MATERIALS FROM, IN OR THROUGH THE SITE ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS.” ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING, WITHOUT LIMITATION, TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE).  WITHOUT LIMITING THE FOREGOING, PIO IS NOT RESPONSIBLE OR LIABLE FOR ANY INTERRUPTIONS, LIMITATIONS, DELAYS, OMISSIONS, ERRORS, VIRUSES, DEFECTS, HARMFUL COMPONENTS, MALICIOUS CODE, INABILITY TO ACCESS, OR OTHER PROBLEMS ON OR WITHIN THE SITE INCLUDING THOSE ARISING OUT OF ARTIST’S SUBMISSION OF ARTIST MATERIALS OR ARTIST’S OTHER USE OF THE SITE. 

Artist understands, agrees, and acknowledges that PIO makes no assurances that any of the Artist Materials, in whole or in part, will be used, published, or otherwise displayed on the Site.  We reserve the right in our absolute and sole discretion to edit or delete any text, videos, photographs, postings, audio files, information or other content including Artist Materials from or appearing on the Site.

ARTIST UNDERSTANDS, AGREES, AND ACKNOWLEDGES PIO RESERVES THE RIGHT BUT DOES NOT HAVE ANY OBLIGATION TO SUPERVISE, POLICE, MONITOR, ENDORSE, EDIT OR SCREEN ARTIST MATERIALS.

ARTIST UNDERSTANDS, ACKNOWLEDGES, AND AGREES THAT PIO AND THE AFFILIATED PARTIES SHALL NOT BE LIABLE FOR ANY CLAIMS OF ANY NATURE,  LOSS OR DAMAGES ARISING OUT OF OR RELATED TO ARTIST’S OR ANY THIRD PARTY’S USE OF THE SITE, SUBMISSION OF ARTIST MATERIALS OR FROM THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, TO DIRECT, COMPENSATORY, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES.  THE NEGATION AND LIMITATION OF DAMAGES SET FORTH IN THIS AGREEMENT ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PIO AND ARTIST.  THIS SITE AND THE CONTENT THEREIN WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.  NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY ARTIST FROM US THROUGH THE SITE OR OTHERWISE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT.

ARTIST UNDERSTANDS, ACKNOWLEDGES, AND AGREES THAT ARTIST IS SOLELY RESPONSIBLE OR LIABLE FOR ANY THIRD PARTY’S USE OF ARTIST MATERIALS TRANSMITTED BY, SUBMITTED BY, UPLOADED BY, OR OTHERWISE MADE AVAILABLE BY ARTIST ON THIS SITE.  ARTIST FURTHER UNDERSTANDS, ACKNOWLEDGES, AND AGREES THAT ARTIST IS SOLELY RESPONSIBLE FOR SEEKING RELIEF FOR ANY UNAUTHORIZED USE OR OTHER MISUSE OF ARTIST MATERIALS BY A THIRD PARTY AND ARTIST WILL NOT HOLD PIO AND ANY OF ITS AFFILIATED PARTIES RESPONSIBLE OR LIABLE FOR ANY THIRD PARTY’S UNAUTHORIZED USE OR OTHER MISUSE OF ARTIST MATERIALS.

THIS SITE MAY CONTAIN THE OPINIONS AND VIEWS OF OTHER USERS.  PIO DOES NOT ENDORSE, GUARANTEE, OR IS RESPONSIBLE FOR THE ACCURACY, VERACITY, OR EFFICACY OF ANY CONTENT, INFORMATION OR POSTINGS GENERATED BY OUR USERS. 

18.       Limitation of Liability.

ARTIST UNDERSTANDS, ACKNOWLEDGES, AND AGREES THAT PIO AND THE AFFILIATED PARTIES SHALL NOT BE LIABLE FOR ANY LOSS, INJURY, CLAIM, OR DAMAGE OF ANY KIND RESULTING IN ANY WAY FROM (A) ANY ERRORS IN OR OMISSIONS FROM THE SITE OR ANY  SERVICES OR PRODUCTS OBTAINABLE THEREFROM, (B) THE UNAVAILABILITY OR INTERRUPTION OF THE SITE OR ANY FEATURES THEREOF, (C) ARTIST’S  USE OF THE SITE AND/OR ACCOUNT INFORMATION INCLUDING USER/LOG IN NAME AND PASSWORD, (D) THE CONTENT CONTAINED ON THE SITE, (E)  ARTIST’S SUBMISSION OF ARTIST MATERIALS, (F) THIRD PARTIES’ PURCHASE, ATTEMPTED PURCHASE, OR ANY OTHER USE OF ARTIST MATERIALS, AND (G) ANY DELAY OR FAILURE IN PERFORMANCE BEYOND THE CONTROL OF A COVERED PARTY.

THE AGGREGATE LIABILITY OF PIO AND THE AFFILIATED PARTIES IN CONNECTION WITH ANY CLAIM ARTIST MAY HAVE ARISING OUT OF OR RELATING TO THE SITE, ITS MATERIALS AND/OR THE PRODUCTS, TEXT, DOCUMENTS, AUDIO AND VIDEO FILES, PHOTOGRAPHS, SERVICES, OR OTHER INFORMATION PROVIDED HEREIN OR HEREBY SHALL NOT EXCEED $100 AND THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH ARTIST MAY HAVE AGAINST PIO AND ANY OF OUR AFFILIATED PARTIES.

19.       Legal Compliance.

Artist acknowledges, understands and agrees to comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding Artist’s use of the Site including but not limited to the submission of Artist Materials. 

20.       Assignment.
Artist acknowledges, understands, and agrees that PIO shall have the right to assign this Agreement, in whole or in part, to any person or business entity at any time (but any such assignee shall take subject to this agreement). Artist further acknowledges, understands, and agrees that Artist may not assign Artist's rights under this Agreement without PIO's prior written consent.

21.       Applicable Law, Venue and Jurisdiction.

This Agreement shall be treated as though it were executed and performed in Los Angeles, California, and shall be governed by and construed in accordance with the laws of the State of California and the laws of the United States without regard to conflict of law principles.   Artist agrees that any claim or dispute Artist may have arising out of or related to the Site including, without limitation, Artist’s use of the Site, Artist’s submission of Artist Materials, the Site’s contents and materials, Artist’s account information for the Site, and/or this Agreement, the Terms of Use, the Privacy Policy, and any legal notices on this Site must be instituted within one (1) year after the claim arose (if multiple claims, from the date the first claim arose) or be forever waived and barred. Artist agrees that Artist any claims hereunder shall be subject to arbitration as set forth in Section 22 below in, and submit to the exclusive jurisdiction of, the state and federal courts located in the County of Los Angeles, California.

22.       Arbitration. 

Any claim or dispute arising out of or related to the Site including, without limitation, Artist’s use of the Site, Artist’s submission of Artist Materials, the Site’s contents and materials, Artist’s account information for the Site, and/or this Agreement, the Terms of Use, the Privacy Policy, and any legal notices on this Site, excluding legal action taken by PIO to collect or recover damages for, or obtain any injunction relating to, Site operations, intellectual property, and PIO services, shall be settled solely by binding arbitration in the County of Los Angeles, California.  Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party.  Such arbitration shall be administered by the Judicial Arbitration and Mediation Services (“JAMS”) (www.jamsadr.com) pursuant to the JAMS’ Comprehensive Arbitration Rules.  The arbitrator’s award shall be binding and judgment on the arbitration award may be entered into any court having jurisdiction thereof. 
Either PIO or Artist may seek any interim or preliminary relief from a court of competent jurisdiction in Los Angeles, California necessary to protect the rights or property of Artist and us pending the completion of arbitration.  Each party shall bear one-half of the arbitration fees and costs incurred through JAMS.  The prevailing party of the arbitration is entitled to reasonable attorneys’ fees and costs.

23.       Severability.

If any provision of this Agreement is deemed invalid or unenforceable, such invalidity or unenforceability shall not affect or limit the validity or enforceability of any other provision hereof, shall remain in full force and effect.  If a provision is deemed invalid or unenforceable due to its scope or breadth, such provision shall be deemed valid to the extent permitted by law.

To the extent that anything in or associated with the Site is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision.  Our rights under this Agreement shall survive any termination of this Agreement.

24.       Notices.

Artist must send all notices, requests, and communications under, pursuant to, and related to this Agreement in writing to the following address:

PutItOn LLC
499 North Canon Drive, Suite 400
Beverly Hills, CA 90210 USA

Such notices, requests, and communications must be sent by Artist to PIO via certified, express or registered mail, which must be prepaid, or by facsimile.

25.       Survival.

The provisions in the following sections in this Agreement shall survive any termination of this Agreement: 2, 5, 9, 11, 15-18, and 20-24.