Last updated 4/24/2021
This is the agreement ("Agreement") between you as either an individual Author or as the legal authorized representative of a group Author ("Author") and QuillText Inc., ("QuillText") concerning the
uploading of Author's audio, visual, audiovisual and other materials (the "User Generated Content" defined below) to the QuillText.com website,and other QuillText mobile applications or any successor(s)
websites and/or websites to which the contents in whole or in part of QuillText.com are assigned (together the "QuillText Site(s)") and concerning QuillText's use of User Generated Content on the
QuillText Site(s). If Author is agreeing on behalf of a group Author or a group of Authors then each reference to "Author" in this Agreement refers to each member of the group or the group as a whole, as the case may be. Author and QuillText acknowledge the exchange of mutual benefits and promises and other consideration and agree as follows with respect to new submissions of User Generated Content and any former submissions of User Generated Content:
The term ("Term") of this Agreement starts on the date that the User Generated Content is initially uploaded to any QuillText Site(s) and continues until either Author or QuillText terminates this Agreement in writing, with or without cause or by the removal of User Generated Content for the purpose of termination all subject to the survival of certain undertakings in this agreement set out in paragraph 15 (f), below:
a) To the extent this Agreement is terminated by Author, the rights granted in this Agreement will terminate only after Author has removed all of his or her Author's Materials from the QuillText Site(s) excluding those User Generated Content that cannot be removed by Author (e.g. comments posted to QuillText), and QuillText has received notice of the removal. If this Agreement is terminated by QuillText, this Agreement will terminate when QuillText removes Author's Materials from the QuillText website excluding comments posted to QuillText by Author. If the Agreement is terminated in these ways, the parties agree to cooperate in providing an orderly termination of the relationship.
b) Author can selectively terminate this agreement with respect to any individual work posted by Author to QuillText by removing the posted work from QuillText and this selective termination with respect to an individual work will become effective when QuillText receives notice of the removal. QuillText provides a removal function with respect to individual works posted by Author and the proper use of this function shall serve as notice of removal. If the Agreement is terminated with respect to an individual work in this way, the parties agree to cooperate in providing an orderly withdrawal of the work to the extent it has been licensed to third parties under this agreement or to the extent that Author has placed the work in the Print program or similar commercial efforts within QuillText Sites.
Author at all times retains all right, title and interest in and to the User Generated Content provided by Author hereunder (including, without limitation, the copyrights in and to the User Generated Content), subject to the non-exclusive rights in the licenses granted to QuillText under this Agreement. Author is free to grant similar rights to others during and after the Term of this Agreement.
3. License To Use User Generated Content
As and when User Generated Content is uploaded to the QuillText Site(s), Author grants to QuillText a worldwide, royalty-free, non-exclusive license to do the following things during the Term:
a) to prepare and encode User Generated Content or any part of them for digital or analog transmission, manipulation and exhibition in any format and by any means now known or not yet known or invented;
b) to display, copy, reproduce, exhibit, publicly perform, broadcast, rebroadcast, transmit, retransmit, distribute through any electronic means (including analog and digital) or other means, and electronically or otherwise publish any or all of the User Generated Content, including any part of them, and to include them in compilations for publication, by any and all means and media now known or not yet known or invented ;
c) to modify, adapt, change or otherwise alter the User Generated Content (e.g., change the size) and use the User Generated Content as described in Section 3(b); and
d) the right to sublicense to any other person or company any of the licensed rights in the User Generated Content, or any part of them, subject to the terms and conditions of this Agreement.
e) Author acknowledges that Author will not have any right, title, or interest in any other materials with which User Generated Content may be combined or into which all or any portion of User Generated Content may be incorporated.
f) During the Term, QuillText's licenses under this Agreement include the right to use any part of the User Generated Content in the promotion, advertising or marketing of the QuillText Sites.
g) As used in this Agreement, the term "User Generated Content" means any content uploaded to the QuillText Site(s) which may include without limitation Author's name(s) (including professional names), trademarks, trade names, likenesses, photographs, biographical materials, audio-visual materials, artwork, liner notes, and other graphical, textual, video, film or audio materials and any and all "skins," computer-generated images or other artwork or images that Author submits to QuillText in any medium or format whatsoever.
4. Name and Likeness
Author also grants to QuillText:
a) a worldwide, royalty-free, non-exclusive license to use Author's name(s), group name, photograph and/or likeness(es) and biographical materials in connection with the distribution, exploitation, promotion, marketing and advertising of the User Generated Content, and the QuillText Site(s)as described hereunder, during the Term;
b) Author also agrees not to assert against QuillText any privacy, publicity, moral or similar rights held by Author and on behalf any other person(s) whose name(s), photographs and/or likeness(es) and/or performances are embodied in the User Generated Content. Author also agrees that any persons other than Author appearing recognizably or otherwise in User Generated Content will not assert of any privacy, publicity, moral or similar rights) under the laws of the United States and any other country in connection with the exploitation of the materials as described in this Agreement; and,
c) To the extent that the User Generated Content contain the name(s), group name, photograph and/or likeness(es) and biographical materials of any other person, Author hereby grants to QuillText a worldwide, royalty-free, non-exclusive license to use them in connection with the distribution, exploitation, promotion, marketing and advertising of the User Generated Content, as described in this Agreement, during the Term.
5. Limitation Of Rights The rights and licenses granted to QuillText
Under sections 3 and 4 of this Agreement require QuillText to obtain Author consent before QuillText makes any commercial agreement with anyone else to separately buy, license, re-sell or re-publish or commercially use any User Generated Content not in association with QuillText but as an individual work of art or as a group of works from a single Author in isolation from any other works. No additional consent is required for any other licensed uses under this Agreement of User Generated Content either as part of the QuillText Site(s) or in connection with the distribution of content groups from the QuillText Site(s) and/or for uses of the User Generated Content made at the discretion of a visitor to the QuillText Site(s) or other users under agreements with QuillText. QuillText will contact Author in writing about any individual commercial uses of User Generated Content instigated by QuillText.
Unless otherwise agreed between Author and QuillText in a writing from QuillText, the license granted to QuillText under this Agreement is royalty-free.
7. Representations and Warranties.
Author represents and warrants that:
a) Author has the full right and power to enter into and perform this Agreement and to grant QuillText all rights to use the User Generated Content as contemplated in this Agreement, including, without limitation, the license grants in Sections 3, 4 and 5,
b) Author has obtained all necessary third-party consents, rights, licenses and permissions, if any, required for Author to enter into and perform this Agreement and to grant QuillText the rights to use the User Generated Content set out in this Agreement (including, without limitation, consents and permissions from owners of any elements that are used in the User Generated Content),
c) the User Generated Content (and QuillText's use of them under this Agreement) do not and will not infringe on any rights of any third party, including any trademark, copyright, patent, trade secret, right of privacy or publicity or moral rights of any third party,
d) all information that Author has provided or will provide to QuillText is true and complete,
e) the User Generated Content does not and will not violate any law, statute, ordinance or regulation,
f) the User Generated Content does not and will not be defamatory, libelous, threatening, pornographic, obscene, harmful to minors, violations of child pornography or child sexual exploitation laws,
g) the User Generated Content does not and will not contain any viruses or other programming routines that may detrimentally interfere with computer systems or data, whether those of QuillText or any third party, and
h) if Author or any member of Author's group is a minor, Author hereby warrants that Author has the legal right to execute this Agreement on behalf of the minor Author and guarantee such person's performance of the terms of this Agreement. These warranties shall survive any termination of this Agreement.
8. 3rd Party Payments
Author is responsible for all licensing, reporting and payment obligations of any kind to 3rd parties in connection with the User Generated Content.
Author agrees to defend, indemnify, reimburse and hold QuillText and its parent, subsidiary and affiliated entities, and its and their members, managers, officers, directors, representatives, employees, agents, successors, designees, licensees, sublicensees and assigns harmless from and against any and all liability, loss, damages, judgments, costs and expenses (including reasonable attorney's fees, costs and expenses and court costs) arising out of or related to:
a) Author's use of the QuillText Site(s);
b) any breach or alleged breach of Author's representations and warranties and/or any breach, alleged breach or violation of the notices, terms and conditions of this Agreement;
c) Author's violation or alleged or threatened violation of any rights of a third party, including, without limitation, any trademark, copyright, patent, trade secret, right of privacy or publicity or
moral rights of any third party, arising from the submission and/or use of User Generated Content as provided in this Agreement
Author acknowledges and agrees that the operation of the QuillText Site(s) may from time to time encounter technical or other problems and may not necessarily continue
uninterrupted or without technical or other errors and QuillText will not be responsible to Author or others for any interruptions, errors or problems or even for an outright discontinuance of the QuillText
service. There are no assurances whatsoever that any of the User Generated Content or any part or element of User Generated Content will actually be used on the QuillText Site or if used will continue to be
available for any particular time. QuillText has the right, in QuillText's sole and absolute discretion, to remove from the QuillText Site(s) at any time the User Generated Content or
any part of them and/or to revoke any sublicense granted by QuillText to any affiliate or unaffiliated third party. Notwithstanding the foregoing, QuillText does not control the content of the
User Generated Content and does not have any obligation to monitor the content of the User Generated Content for any purpose or reason. Author acknowledges that Author is solely responsible for all content
submitted to the QuillText Site(s) by Author. The QuillText Site may be discontinued at any time, with or without reason and all User Generated Content uploaded to QuillText may be removed and
unavailable for recovery by any means. Author and only Author is responsible for maintaining at Author's expense and in facilities owned or controlled only by Author any and all original materials or so-called back-up
copies of all or any part of the User Generated Content.
11. No Warranty
TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, NEITHER MACY’S NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SITES IS LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS ARISING OUT OF YOUR ACCESS TO, OR USE OF, THE SITES EVEN IF MACY’S HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, EVERYTHING ON THE MACY’S WEB PROPERTIES IS PROVIDED TO YOU “AS IS“ WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
12. No Liability for 3rd Party Use
QuillText DISCLAIMS ALL RESPONSIBILITY AND LIABILITY FOR ANY THIRD-PARTY USE OF THE User Generated Content MADE AVAILABLE ON THE QuillText WEBSITE BY THE Author PURSUANT TO THE TERMS OF THIS AGREEMENT. Author SHALL BE SOLELY RESPONSIBLE FOR SEEKING RELIEF FOR ANY UNAUTHORIZED USE OF User Generated Content BY A THIRD-PARTY, AND NOT FROM QuillText. THIS MEANS, AMONG OTHER THINGS, THAT IF ANOTHER PERSON OBTAINS User Generated Content FROM QuillText (WHETHER OR NOT WITH QuillText'S PERMISSION), AND USES THOSE MATERIALS IN A WAY NOT AUTHORIZED BY THE LICENSES GRANTED UNDER THIS AGREEMENT Author WILL SEEK REDRESS OR RECOVERY FROM THE OTHER PERSON AND NOT FROM QuillText, AND THAT Author WILL NOT HOLD QuillText RESPONSIBLE OR LIABLE FOR SUCH UNAUTHORIZED USE.
13. Exclusion of Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT (INCLUDING NEGLIGENCE) SHALL QuillText, ITS OFFICERS, DIRECTORS, MEMBERS, PARENTS, AFFILIATES, SUBSIDIARIES, LICENSEES, ASSIGNS, SUCCESSORS, AGENTS, REPRESENTATIVES, EMPLOYEES OR LICENSORS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING OUT OF AN ACTION UNDER CONTRACT, NEGLIGENCE OR ANY OTHER THEORY AND DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS, INCIDENTIAL DAMAGES, CONSEQUENTIAL DAMAGES, PUNITIVE DAMAGES, EXEMPLARY DAMAGES), WHETHER OR NOT DEVIANT ART HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE QuillText SITE(S). IN NO EVENT SHALL QuillText'S TOTAL LIABILITY TO Author UNDER THIS AGREEMENT FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY EXCEED $5. THE PARTIES ACKNOWLEDGE AND AGREE THAT QuillText HAS ENTERED INTO THIS AGREEMENT IN RELIANCE ON THE LIMITATIONS OF LIABILITY SPECIFIED IN THIS AGREEMENT, WHICH ALLOCATE THE RISK BETWEEN Author AND QuillText, AND FORM THE BASIS OF THE BARGAIN BETWEEN THE PARTIES..
14. Copyright and Trademark Notices
QuillText, the QuillText logos and mascots, and the layout and design of the QuillText Site(s), among other marks that may appear on the QuillText Site(s) are trademarks of QuillText Inc., LLC (the "QuillText Marks"). Other trademarks and service marks on the QuillText Site(s) may be the property of the advertisers, content partners and/or providers, or other third parties. Artist may not use any of the QuillText Marks without QuillText's prior written permission, and Artist may not use any third-party marks without the third party's prior written permission.
a) Governing Law; Jurisdiction. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS BY THE LAWS OF THE STATE OF GEORGIA WITHOUT REGARD TO ITS OR ANY OTHER JURISDICTION'S CONFLICT OF LAWS PRINCIPLES. THE SOLE VENUE AND JURISDICTION FOR DISPUTES ARISING FROM THIS AGREEMENT SHALL BE THE APPROPRIATE STATE OR FEDERAL COURT LOCATED IN LOS ANGELES, CALIFORNIA, AND Author AND QuillText BOTH IRREVOCABLY AGREE TO SUBMIT TO THE JURISDICTION OF SUCH COURTS.
b) Assignment. QuillText shall have the right to assign this Agreement in whole or in part to any person or business entity. Author may not assign Author's rights or delegate Author's obligations under this Agreement without the prior written consent of QuillText.
c) Notice. All notices, requests and other communications ("Communications") under this Agreement must be in writing and sent to Parable TechnologiesLLC, 4575 WEBB BRIDGE RD #3736
Alpharetta, GA 30005, Communications shall be deemed received:
1. for Communications sent by registered or certified mail, postage prepaid, return receipt requested or by Federal Express or other reputable overnight courier service, on the date of receipt or refusal as indicated on the return receipt;
2. for Communications sent by personal delivery, on the date of personal delivery; and
3. for Communications sent by facsimile, upon transmission subject to telephone confirmation of receipt.
4. No other form of notice shall be accepted under this Agreement, other than the electronic notification for individual works under the circumstances specifically described in 1(b).
d) Entire Agreement. This Agreement sets forth the entire understanding and agreement of Author and QuillText as to the subject matter hereof and supersedes all prior proposals, discussions or agreements (oral and written) with respect to such subject matter.
e) Modification. QuillText reserves the right to amend the terms of this Agreement from time to time in its sole discretion. QuillText will notify Author of any material changes to this Agreement by sending an email to the address listed in Author's account. If Author continues to upload User Generated Content after being notified of the changes to the Agreement, Author will be deemed to have accepted those changes and the new terms of the Agreement will govern all prior and future submissions of User Generated Content. If Author does not accept the new terms of the Agreement, Author's only and exclusive remedy will be to terminate this Agreement. Otherwise, this Agreement may be changed only by a writing signed by both parties that specifically refers to the parties' intent to amend this Agreement.
f) Survival. The provisions of Sections 1, 3(e), 4(b) 5, 6, 7, 8, 10, 11, 12, 13 , 14 and 15 shall survive any termination of this Agreement. In addition, any sublicenses granted to third parties for the display of User Generated Content on electronic or other devices pursuant to Section 3 shall survive any termination of this Agreement for such reasonable time as may be necessary to withdraw User Generated Content from the particular license; any use of User Generated Content pursuant to Section 3 with respect to the making of so-called backup copies or caching of QuillText Sites or any equivalent activity or function for general site maintenance and protection shall survive any termination of this Agreement; and, User Generated Content consisting of comments posted to QuillText will remain as part of the QuillText database and available to all users of QuillText Sites following termination of this Agreement.