Video Submission Agreement

Below are set forth the official terms and conditions that form a legally binding agreement (“Agreement”) between you and unooki.com. Networks regarding your use of the unooki.com Internet web site located at From Here To Stardom Inc. (FHS), as well as the associated web pages services, features and functions made available by From Here To Stardom Inc. (individually and collectively, the " FHS Website"). For the purposes of this Agreement, “FHS” includes all branded and/or affiliated worldwide network and program services owned or controlled by FHS Holdings, Inc. FHS has the right to change the terms and conditions of this Agreement at any time as described in the Terms of Service, as outlined on unooki.com Website and incorporated herein by reference. You hereby agree to abide by the terms and conditions of this Agreement, including all Terms of Service as they may be revised from time to time by FHS in its sole discretion and you acknowledge that it is your responsibility to periodically check the FHS Website for any updates or revisions to the terms and conditions of this Agreement or the Terms of Service. 1. The rights, licenses and privileges described in this Agreement and granted to FHS shall commence immediately upon submission of your Video to the FHS Website service (by upload or any other means FHS or any of its affiliate or authorized entities make available to you) and continue thereafter perpetually and indefinitely, unless and until terminated, in whole or in part, by FHS on written notice to you. Notwithstanding the foregoing, you acknowledge and agree that FHS shall not be required or have any obligation to host, index, display, accept or use any submitted Video (or take advantage of any or all of the particular rights and authorities granted or otherwise available) and FHS may, in its sole discretion, remove or refuse to host, index, display, accept, use or do anything at all with respect to any Video submitted. Once you submit or attempt to submit your Video to or through the FHS Website, you shall have no right to prohibit, restrict, revoke or terminate any of the rights granted to FHS hereunder. You are not entitled to and you will not receive any compensation or other consideration for your Video or any use made of your Video once submitted to or through the FHS Website. 2. For purposes of this Agreement, the term “Video” shall refer to any and all content, media and materials you submit to the FHS Website, whether directly to FHS or through the FHS Website, including, without limitation, still photographs, writings, spoken statements, music, audio, video, video recordings, audio-visual works and recordings, slides, portraits, animated and/or motion pictures, caricatures, likenesses, vocal or other sounds, sound recordings, voices, voice reproductions, computer graphics and visual effects, as well as any accompanying documentation, packaging or other materials, tangible or intangible, and to all derivative works, translations, adaptations or variations of same, regardless of the tangible medium, broadcast medium, format or form, now known or hereinafter developed or discovered, and regardless of where produced, on location, in a studio or elsewhere, in black-and-white or in colors, alone or in conjunction with other work, characters, real or imaginary, in any part of the world. In connection with your submission of the Video to FHS under this Agreement, you unconditionally and without any monetary compensation grant to FHS, its affiliates and their respective assigns, the absolute, royalty free, irrevocable and perpetual right, license, authorization and permission to use, or to authorize others to use your Video in whole or in part in any form or format, on or through any media or medium and with any technology or devices now known or hereafter developed or discovered, in whole or in part, to host, cache, store, maintain, use, reproduce, distribute, display, exhibit, perform, publish, broadcast, transmit, modify, supplement, enhance, excerpt, extract, prepare derivative works of, adapt, reformat, translate, and otherwise exploit all or any portion of the Video on FHS, the FHS Website, and any websites, channels, services, and other distribution platforms owned or operated by FHS and its affiliated entities. You agree that you will benefit from having your Video transmitted on FHS or the FHS Website and you hereby acknowledge the sufficiency of this benefit as consideration for the agreements set forth in this Agreement. You further agree that FHS has the sole and absolute discretion to select the Video for use on FHS and that the submission of your Video does not constitute any agreement or understanding by FHS to select your Video or to display your Video on FHS or the FHS Website. 3. You must own the rights to each Video you submit and each element of each Video you submit and the right to grant all of the authorizations, permissions, approvals, consents, rights and licenses as described in this Agreement. If you do not exclusively own all of these rights, you must have all necessary authorizations, permissions, approvals, consents, rights and licenses from the owner(s) to enter into this Agreement and perform and comply with all of this Agreement’s obligations. Upon the request of FHS, you will furnish FHS any 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. 4. You hereby acknowledge that you are solely responsible and liable for your communications and submissions (and the consequences) made under your name, user name, email address, password and your registration and profile information, if any. You understand that none of the content contained in your Video reflects the views of FHS and that FHS neither represents or guarantees the truthfulness, accuracy, or reliability of any video, nor endorses or supports any opinions expressed in any videos nor does FHS filter or screen any Videos prior to posting. To be considered for posting and display to the public, you acknowledge that your Video must meet all the specifications and requirements relating to formatting, compatibility, operating characteristics, legal clearances and submission and understand such specifications and requirements for uploading your Video(s) can be found on the unooki.com Website. 5. You acknowledge and agree that you shall have no right of approval and no claim arising out the use of your Video, and you unconditionally waive any right to inspect or approve any works derived from the Video or any duplication, derivation or digital enhancements thereof or finished version(s) of the foregoing, including any copies that may be created in connection therewith; and that FHS shall have the unlimited right to vary, change, alter, modify, add to and/or delete images or music contained in the Video, to rearrange the images contained in the Video, and to use a portion(s) of any image or music contained in the Video, together with any material of any kind. 6. By submitting your Video to FHS, in addition to the rights, licenses and privileges referred to above, you hereby grant to FHS the unqualified, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual and royalty free right, license, authorization and permission to use and refer to all related name(s), logo(s), mark(s), image(s), characteristic(s) or other distinctive identifications associated with your Video in connection with the marketing, advertising and promotion of the Video on FHS or the FHS Website, and any products, goods, features, functions, capabilities and/or services associated with FHS and to use and otherwise exploit any ideas, concepts, content, material, expression or form of expression, in whole or in part, contained in your Video, for any purpose whatsoever, without any compensation or accounting to you, in products or services developed by FHS, without limitation or restriction whatsoever. 7. FHS reserves the right to review any submitted Video and to delete, remove, move, edit or reject, without notice to you, any Video that FHS deems, in its sole discretion, abusive, defamatory, obscene, pornographic, in violation of copyright, trademark or other intellectual property rights, to be in violation of this Agreement or to be unacceptable to FHS for any reason or for no reason whatsoever; provided, however, that FHS shall have no obligation or liability to you for failure to do so or for doing so in any particular manner. If FHS receives notice of any claim of infringement that satisfies specific legal requirements, such as notice and takedown requirements under U.S. copyright law, FHS may remove Video(s) associated with such claim. FHS reserves the right to provide information to law enforcement officials, governmental agencies and pursuant to judicial or regulatory compulsion, to protect their respective interests, the FHS Website or to comply with legal, regulatory, audit and compliance obligations. 8. You represent and warrant that you (or companies which you control) own or control all rights (including without limitation the copyright rights in the sound recording and underlying musical composition) in and to the Video submitted, and that such Video shall not infringe against the copyright rights or any rights of any third party. You further represent and warrant that you have the legal capacity under the laws of the jurisdiction where you reside or from which you are submitting the Video to enter into this Agreement and that you possess all rights contained herein necessary for the grant of rights under this Agreement and agree to release, indemnify and hold harmless FHS, its affiliates, successors, assigns, licensees and agents from and against any and all claims, damages, liabilities, costs and expenses arising out of a breach of your representations and warranties contained herein. 9. You hereby waive and release, for yourself and for your heirs, executors and administrators, any and all rights, claims and causes of action whatsoever that you may have against. FHS You further release, discharge and agree to hold harmless FHS, and its employees, officers and directors, as well as its affiliates, successors, licensees, assigns and agents and those for whom it is acting, from any claim relating to the exercise of the rights granted herein and from any liability for any loss or damage you may suffer or any liability for, including but not limited to, libel, slander, defamation, invasion of any right of privacy or publicity, or copyright infringement arising out of the use of your Video or any works derived there from or any duplication, derivation or digital enhancements thereof or any reference to you or any other utilization of the rights granted under this Agreement. You acknowledge and agree that all rights and property granted to FHS hereunder are irrevocable and not subject to rescission, restraint or injunction under any circumstances. In no event shall you have, and you hereby waive, all right to injunctive relief or otherwise to interfere with, limit or hamper FHS’s exploitation of the rights granted to the Video(s) hereunder, or any productions, works or materials based on or derived from the Video(s). You also forever waive and relinquish all moral rights or demurral now or hereafter recognized in connection with the Video and the rights granted to FHS hereunder. 10. FHS has the right to license, authorize and/or otherwise enter into agreements and arrangements with any third party to do or perform any of the activities, exercise any of the rights and/or undertake any of the responsibilities granted or imposed under this Agreement, in whole or in part. To the extent FHS does so, when you submit a Video to or through the FHS Website, each such third party shall be entitled to exercise and benefit from the terms and conditions, rights, licenses and authorizations granted to FHS hereunder and related thereto as if you had entered into this Agreement with such third party. FHS has the right to assign, transfer, convey, license, sub-license and otherwise transfer, sub-contract, delegate, outsource or engage third parties to perform or benefit from all or any portion of its or their rights and/or obligations to any one or more other parties, without accounting, reporting, notification or other obligation or liability to you whatsoever, now or in the future. 11. This Agreement shall be deemed to be entered into in the State of New York, and shall be governed by and interpreted in accordance with the laws of the State of New York applicable to agreements executed and fully carried out within the State of New York. You acknowledge that no other party nor any agent or attorney of any other party has made any promise, representation or warranty whatsoever, express or implied, not contained herein concerning the subject matter hereof, to induce you to execute this document and you acknowledge that you have not executed this instrument in reliance on any such promise, representation or warranty not contained herein. 12. You hereby affirm that you are a legal resident of the State of ___________, United States and are at least eighteen (18) years of age or older and not considered a minor in the jurisdiction in which you reside. BY SUBMITTING MY VIDEO, I CERTIFY THAT I HAVE READ THE FOREGOING VIDEO SUBMISSION, CONSENT AND RELEASE PRIOR TO ITS EXECUTION AND THAT I FULLY UNDERSTAND ITS CONTENTS. I FURTHER CERTIFY THAT THE STATEMENTS I HAVE MADE IN THIS CONSENT AND RELEASE ARE TRUE AND OF MY OWN PERSONAL KNOWLEDGE.