Girl Talk Radio Destination / Content License Agreement
Just A Girl LLC (“JAG”) owns, operates, and publishes multimedia content delivery service currently known as “Girl Talk Radio”, which includes websites, widgets, Internet domains, audio and video content, photography and artistic renderings and applications—operated on first party or third party platforms.
I authorize Just A Girl to use the destination URL and RSS feed and/or multimedia content provided by me so as to allow the inclusion of my audio/visual/multimedia content, including, without limitation, any associated creative materials, intellectual property, metadata, images or other associated content (the “Podcast” and “Visual Works”), in Girl Talk Radio. By providing this destination URL, RSS feed and/or multimedia content and publishing my Podcast and/or Visual Works to this destination I hereby acknowledge and agree as follows:
I hereby grant JAG a worldwide, non-exclusive, sublicensable, royalty-free license to (i) use and distribute the Podcast and/or Visual Work in conjunction with Girl Talk Radio, (ii) display the Podcast and/or Visual Work through Girl Talk Radio to end users of Girl Talk Radio; and (iii) reproduce, transcode, copy, split into shorter tracks, and process the Podcast and/or Visual Work. JAG may present advertisements to end users in connection with the Podcast and/or Visual Work, including, without limitation (i) before the Podcast and/or Visual Work is displayed or provided (e.g. a “Pre-Roll Advertisement”); (ii) after the Podcast and/or Visual Work is displayed or provided (e.g. a “Post-Roll Advertisement”); and (iii) contemporaneously while the Podcast and/or Visual Work is played (e.g. a “Display Advertisement”). I acknowledge and agree that I will not receive any revenue associated with the sale by JAG of any such advertisements. I am providing the Podcast and/or Visual Work at no cost to JAG and JAG shall not be required to pay me any fee in connection with its use of the Podcast and/or Visual Work. I understand that Girl Talk Radio shall be under no obligation to make the Podcast and/or Visual Work available via Girl Talk Radio and may remove the Podcast and/or Visual Work from Girl Talk Radio at any time without notice to me or liability to Girl Talk Radio. Girl Talk Radio may use the Podcast and/or Visual Work, at no cost, in connection with any aspect of Girl Talk Radio including any paid tiers. I grant JAG a worldwide, non-exclusive, sublicensable, royalty-free license to use, reproduce, publish, and distribute the registered and unregistered trademarks, service marks, logos and trade names as used in any Podcast and/or Visual Work. I have all necessary rights, title, and interest in and to the Podcast and/or Visual Work; I shall procure and maintain all necessary public performance rights, music publishing and performance rights, consents, licenses, and clearances with respect to its offering of the Podcast and/or Visual Work; and the Podcast and/or Visual Work and any portion thereof (including any third party content included in the Podcast or Visual Work) do not and will not (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral rights, privacy rights, rights of publicity, or any other intellectual property or proprietary right, (b) slander, defame, libel or invade the right of privacy, publicity or other property rights of any person, or (c) generate spam, phish or violate any law. I shall immediately notify JAG if I become aware that any of the foregoing is untrue. JAG may enter into similar agreements with any other person. I will not make any oral or written statements, press releases, advertisements or other marketing statements regarding JAG’s inclusion of the Podcast and/or Visual Work in Girl Talk Radio without JAG’s prior written consent. JAG may advertise the Podcast and/or Visual Work’s presence in JAG. I understand that Girl Talk Radio may at any time delete this destination temporarily or permanently at JAG’s sole discretion. I understand that JAG does not endorse any Podcast and/or Visual content submitted to Girl Talk Radio by any user or other licensor, or any opinion, recommendation, or advice expressed therein, and JAG expressly disclaims any and all liability in connection with such content. JAG does not permit copyright infringing activities and infringement of intellectual property rights on Girl Talk Radio, and JAG will remove all content if properly notified that such content infringes on another's intellectual property rights. JAG reserves the right to remove content without prior notice. If I believe that any work has been copied in a way that constitutes copyright infringement, I should send written notification thereof, in accordance with the provisions of the Digital Millennium Copyright Act, to JAG, who can be reached as follows:
Just A Girl LLC
1817 Highland Drive
Grafton, WI 53024
By Email: email@example.com
Pursuant to 17 U.S.C. § 512(c), to be effective, the Notification must include the following: (i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Just A Girl to locate the material; (iv) Information reasonably sufficient to permit Just A Girl to contact the complaining party, such as an address, telephone number, and, if available, an email address; (v) A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. As between me and JAG, I retain all right, title and interest in and to the Podcast and/or Visual Work, and all right, title and interest in and to the intellectual property rights embodied in the Podcast and/or Visual Work. As between me and JAG, JAG retains all right, title and interest in and to Girl Talk Radio, and all right, title and interest in and to the intellectual property rights embodied in Girl Talk Radio. JAG hereby grants to you, for so long as you have a Podcast and/or Visual Work in Girl Talk Radio, a non-exclusive, non-transferable, non-sublicensable, royalty-free, limited license throughout the world to: (1) use and display solely the “Listen On Girl Talk Radio” button and logo (“Podcast Mark”) solely on your website and with a hyperlink to your Podcast and/or Visual Work in Girl Talk Radio; (2) use of Just A Girl’s handle in connection with social media posts promoting your Podcast and/or Visual Work in Girl Talk Radio and with a hyperlink to your Podcast and/or Visual Work in Girl Talk Radio; and (3) reference Just A Girl name in pre-approved press releases. It is understood and agreed that JAG shall retain exclusive title to and ownership of its names, logos, handles, hashtags, and the Podcast Mark (“JAG IP”) and that no title or ownership is hereby transferred to you. All use by you shall inure solely to the benefit of JAG. You agree that any use of the JAG IP shall be rendered in accordance with such specifications and standards as may be communicated by JAG to you from time to time; provided that you shall be given five (5) days time after notice to (i) comply with JAG’s request with respect to usage of the JAG IP; or (ii) cease use of JAG IP. All uses of the JAG IP will be in good taste and in such manner as will maintain and enhance the value of the JAG IP and the reputation for high quality associated with the JAG IP. JAG shall have the right, through its employees or designated representatives, to verify your compliance with the quality standards established by JAG with respect to your usage of the JAG IP. You recognize and acknowledge JAG’s rights in and to the JAG IP, that JAG has significant goodwill associated with the JAG IP, and that it is critical to JAG that such goodwill be protected and enhanced. You agree that you will not attack or contest the validity, title, and/or any rights of JAG in or to the JAG IP; use any colorable imitation, apply to register or maintain any application or registration of the JAG IP or any other mark confusingly similar thereto in any jurisdiction; take any action that would tend to destroy or diminish the goodwill of the JAG IP; misuse the JAG IP, which shall mean use inconsistent with these terms and conditions; or take any action that would bring the JAG IP into public disrepute.