By submitting your content over this website or other means, you indicate your express agreement to the terms and conditions of this Content Distribution Agreement (“Agreement”). This Agreement confirms that you (“Licensor”) and Comcast Cable Communications Management, LLC, on behalf of itself and its Affiliates (“Comcast”), have agreed that, to the extent that Licensor provides content (including, without limitation, any video, audio, text or photo content) (collectively “Content”) to Comcast from time to time for inclusion on one or more of the websites, applications, or products and/or services through which Comcast or its Affiliates (or a third-party at the direction of Comcast or its Affiliates) distributes content and other information, including without limitation those currently known as LMD Web Services, Comcast On Demand and Xfinity On Demand (each a “Comcast Service” and collectively, the “Comcast Services”), for good and valuable consideration as set forth herein, the receipt and sufficiency of which is hereby acknowledged:
- Grant: Licensor hereby grants Comcast (and, to the extent applicable, Comcast’s Affiliates), a perpetual, worldwide, fully-paid up, royalty-free, and non-exclusive license to (a) copy, modify, prepare derivatives, distribute, use and publicly and privately perform the Content via the Comcast Services, (b) use the Content as provided for in the preceding item (a) and/or portions thereof in promotional materials to promote the Content and its availability on the Comcast Services; (c) use Licensor’s brand name(s), trademarks, service marks, trade dress, logos and series names and any other brand name(s), trademarks, service marks, trade dress and logos incorporated into the Content (the “Licensor Marks”) in order for Comcast to distribute and use the Content as contemplated herein, and (d) authorize any third party contractor to do any of the foregoing on Comcast’s behalf in accordance with the terms and conditions of this Agreement. Comcast has no obligation to use or distribute any Content Licensor submits, and Comcast may remove any Content at any time in its sole discretion.
- Representations and Warranties:
- Licensor represents and warrants to Comcast that (i) Licensor has the power and the authority to enter into this Agreement and to grant the rights and licenses granted herein; (ii) Licensor (or one or more of its Affiliates) controls the rights in the Content and the Licensor Marks to the extent necessary to grant the licenses granted pursuant to this Agreement; (iii) copyrights, trademarks, trade names, trade dress or other intellectual property used by Licensor on or in connection with the Content does not and will not infringe or misappropriate any proprietary or other intellectual property right of any third party or unfairly compete with any third party and (iv) Licensor and the Content comply with and shall continue to comply with all applicable laws, rules, regulations and/or orders, including, without limitation, all rules, opinions, policies, and decisions of the FCC (including but not limited to applicable closed captioning requirements of Part 79 of the rules of the FCC), as the same may be from time to time amended and local standards of decency, and shall promptly provide certification(s) of such compliance requested by Comcast.
- Indemnification: Licensor will defend, indemnify and hold harmless Comcast and its Affiliates, and their respective officers, directors, employees, shareholders, agents and representatives, from and against all third-party claims, costs, liabilities, judgments, expenses and damages (including amounts paid in settlement and reasonable attorneys’ fees) (collectively, “Losses”) incurred by Comcast as a result of any third-party claim, demand or action against Comcast based on, relating to or arising out of any claim that the Content or any Licensor Mark violates or infringes, or has caused Comcast to violate and/or infringe, the rights of any person or entity, or any applicable law, rule, regulation and/or order, including, without limitation, closed captioning requirements and local standards of decency.
- Limitation on Liability: In no event shall Comcast be liable for any indirect, special or consequential damages awarded in connection with or arising out of this Agreement. Notwithstanding anything to the contrary, nothing in this Agreement shall prevent Comcast from refusing, suspending, deleting and/or ceasing to distribute any content and/or materials (including the Content) in the event that Comcast believes, in its sole discretion, that such content and/or materials violates and/or may violate any applicable laws, rules, regulations, rights and/or orders (including, without limitation, any local standards of decency and/or personal or property rights).
- Affiliates: As used in this Agreement, “Affiliate” means any entity controlled (either directly or indirectly) by or under common control with, the named entity.
- Law: This Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to its conflicts of law rules. Licensor consents to the exclusive jurisdiction of the state and federal courts in Philadelphia, Pennsylvania, in all disputes arising out of or relating to this Agreement.
- If you do not agree to the terms set forth herein, you are obligated to immediately notify Comcast in writing and withdraw your Content from submission. In the event you provide Comcast with such notice, the terms herein shall remain in effect and apply to the duration of time during which any of the Content had already been made available on the Comcast Services.
- This Agreement constitutes the whole legal agreement between Licensor and Comcast, and completely replaces any prior agreements between Licensor and Comcast in relation to the Content and the Comcast Services and the subject matter hereof.