Terms and Conditions

CREATOR SUBMISSION AGREEMENT

Last Updated: August 28, 2024

Please read this Creator Submission Agreement (the "Agreement") carefully. By clicking ["I accept"] or by otherwise manifesting your assent to this Agreement, you agree that the parties' respective rights and obligations with respect to submission of your original video clips or other content ("Submitted Videos") on or through the site currently located at syntropi.ai or any successor site(s) thereto, together with any materials and services available therein (the "Service") will be governed by this Agreement. This Agreement is between you and Syntropi, Inc. ("Syntropi" or "we" or "us") concerning your submission of Submitted Videos.

IF YOU ARE AN INDIVIDUAL SUBMITTING SUBMITTED VIDEOS ON BEHALF OF, OR FOR THE BENEFIT OF, ANY CORPORATION, PARTNERSHIP OR OTHER ENTITY WITH WHICH YOU ARE ASSOCIATED (AN "ORGANIZATION"), THEN YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF YOURSELF AND SUCH ORGANIZATION, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH ORGANIZATION TO THIS AGREEMENT. REFERENCES TO "YOU" AND "YOUR" IN THIS AGREEMENT WILL REFER TO BOTH THE INDIVIDUAL USING THE SERVICES AND TO ANY SUCH ORGANIZATION.

THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION THAT, AS FURTHER SET FORTH IN SECTION 9 BELOW, REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS.

1. Format and Specifications of Submitted Videos. You may only submit Submitted Videos to us in the format and following the specifications and guidelines as described at https://syntropi.ai/contribute/ and our FAQs available at https://syntropi.ai/faq/ (collectively, the "Specifications"). Submitted Videos not meeting the Specifications may be rejected and will not be eligible for compensation under this Agreement.
2. Rights in the Submitted Videos.
   1. Ownership and Use of the Submitted Videos. By submitting the Submitted Videos, for good and valuable consideration, the receipt of which is hereby acknowledged, you agree to assign, and hereby assign, all right, title, and interest in the Submitted Videos, including any intellectual property rights, whether now or hereafter known or created throughout the universe in perpetuity to Syntropi. You understand and agree that Syntropi and its assignees and licensees have the irrevocable rights to publicly display, publicly perform, distribute, reproduce, broadcast, and otherwise exploit the Submitted Videos or any excerpts thereof, either alone or combined with other items or materials, in any media, and by all means and methods, including for purposes of machine learning, whether now known or hereafter devised without additional compensation to you. You understand and agree that Syntropi is free to edit the Submitted Videos in any way including, but not limited to, by cropping, deleting, enhancing, expanding, combining, altering, or changing them in any manner. Your assignment is irrevocable, royalty-free, perpetual (or for the maximum period allowed by applicable law, if less than perpetuity), and worldwide.
   2. License; Waiver of Rights. To the extent, if any, that any Submitted Videos or intellectual property rights therein are not assignable or that you retain any right, title or interest in and to any Submitted Videos or any intellectual property rights therein, you (a) unconditionally and irrevocably waive the enforcement of such rights, and all claims and causes of action of any kind against us with respect to such rights; (b) agree, at our request and expense, to consent to and join in any action to enforce such rights; and (c) hereby grant to us a perpetual, irrevocable, fully paid-up, royalty-free, transferable, sublicensable (through multiple levels of sublicensees), exclusive, worldwide right and license to use, reproduce, distribute, display and perform (whether publicly or otherwise), prepare derivative works of and otherwise modify, make, sell, offer to sell, import and otherwise use and exploit (and have others exercise such rights on behalf of Syntropi) ("Use") all or any portion of such Submitted Videos. The foregoing license includes the right to make any modifications to such Submitted Videos, and to identify you, or not to identify you, as the author of such Submitted Videos or any portion thereof, whether or not such Submitted Videos or any portion thereof have been modified. You further irrevocably waive any "moral rights" or droit moral or other rights with respect to attribution of authorship or integrity of such Submitted Videos that you may have under any applicable law under any legal theory. You hereby waive and quitclaim to Syntropi all claims, of any nature whatsoever, which you now or may hereafter have for infringement of any Submitted Videos or intellectual property rights assigned and/or licensed hereunder to Syntropi. You acknowledge awareness of and hereby waive any rights and benefits afforded by California Civil Code Section 1542 (or any other equivalent or similar state statute), which provides: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."
   3. Publicity Rights. In connection with your assignment under Section 2.1, you hereby give and grant to Syntropi, and its respective licensees, successors and assigns, the right to photograph, publish, record, broadcast, exhibit, digitize, display, copyright, license, transfer, reproduce, translate, modify, edit, create derivative works or otherwise use perpetually throughout the world, in all media now and hereafter known or devised, in whole or in part, any image, likeness, name, biographical information, actions, performance, voice, conversations, quotes and material spoken or otherwise provided by any individual to in or in connection with the Submitted Videos ("Publicity Rights").
   4. Execution of Further Documentation. You agree to execute, without any monetary compensation, any further documentation requested by Syntropi pursuant to this Agreement, failing which Syntropi is authorized to execute the same as an attorney-in-fact, which right is coupled with an interest.
   5. Third Party Intellectual Property. The assignment obligation in Section 2.1 will not apply to information, materials, technology, and any intellectual property rights therein owned or controlled by a third party ("Third-Party IP"). You agree not to incorporate any Third-Party IP into the Submitted Videos without our prior written approval. However, if any Third-Party IP is incorporated into any Submitted Videos you hereby grant to us an irrevocable, perpetual, non-terminable, non-exclusive, fully paid-up, royalty-free, transferable and sublicensable (through multiple levels of sublicensees), right and license to Use all or any portion of such Third-Party IP in connection with the applicable Submitted Video(s).
3. Representations and Warranties. You hereby represent and warrant as follows:
   1. Agreement to Terms of Use. In addition to this Agreement, you have read the Syntropi Terms of Service, currently available at https://syntropi.ai/tos/ (the "ToS"), and have agreed (or, if not, hereby agree) to be bound by the terms thereof. In the event that any terms of either of the Syntropi Terms of Service conflict with any terms of this Agreement, the terms of this Agreement will control.
   2. Original Content. The Submitted Videos were created by you and are completely original, no other persons have collaborated with you in creating the Submitted Videos, and no funds, resources or other contributions of any other person or organization were used in the creating, developing, or displaying or submitting the Submitted Videos. Without limiting the foregoing, the Submitted Videos: (a) were not generated by, and have not been altered or augmented by, artificial intelligence, video processing or other technology or software; and (b) are the original product of your video capture device.
   3. Ownership of the Material. You are the sole and complete owner of the Submitted Videos, and all rights associated with or relating to the Submitted Videos, including all copyright and other intellectual property rights, and you have the legal right and authority to grant the rights granted and/or assigned hereunder to Syntropi.
   4. Children. The Submitted Videos do not include any likenesses, images, audio or other representations related to children whom you know to be under the age of 18, to the extent such Submitted Videos are recorded in locations where such children have an expectation of privacy.
   5. Sensitive Locations. The Submitted Videos do not capture content, either recordings or imagery, from sensitive locations, such as doctors' offices, health-related facilities, bathrooms, locker rooms, or any other locations where individuals may have a reasonable expectation of privacy.
   6. No Violation of Third-Party Rights. Neither the Submitted Videos, in whole or in part, nor the title of the Submitted Videos, nor the exercise of any license or right granted herein: (a) violates or infringes the rights of any third party including, but not limited to, any trademark, trade name, contract, agreement, copyright, or patent, any literary, artistic, dramatic, personal, private, civil or property right, any right of privacy or "moral rights" or droit moral or any other right whatsoever; or (b) slanders or libels any person or entity.
   7. Rights of Publicity Obtained. You have obtained all necessary consents, rights, licenses and releases in connection with the Submitted Videos to grant Syntropi the rights and licenses herein, including with respect to Publicity Rights, rights of privacy and any similar or analogous rights in any jurisdiction worldwide.
   8. No Pornographic or Illegal Material. The Submitted Videos are not obscene, pornographic, defamatory, libelous or otherwise illegal.
   9. No Obligations to Third Parties. The Submitted Videos do not require any payment, accordance of credit or the performance of any other obligations to any third party.
   10. No Violation of Law. The Submitted Videos do not in any other way violate applicable laws, rules or regulations. Without limiting the foregoing, in the creation of the Submitted Videos you have complied with any and all applicable laws and regulations: (a) related to wiretapping, eavesdropping, privacy, voyeurism, or other similar laws, such as (i) any laws relating to the recording or sharing of video or audio content that includes third parties or public spaces, (ii) any laws requiring notice to third parties, or consent or explicit consent of third parties with respect to your use of recordings of them; and (b) related to entering or accessing property or interacting with others, such as any laws relating to trespassing, battery, burglary, assault, false imprisonment, conversion, infliction of emotional distress, or other similar laws. You further agree that you have informed any other individuals appearing in the Submitted Videos that they were recorded.
4. Payment; No Other Syntropi Obligations.
   1. Payment. Provided that the Submitted Videos meet the Specifications and are otherwise compliant with this Agreement, we will pay you the applicable fees set forth on the Service at the time of each applicable Submitted Video submission in accordance with the terms and conditions set forth herein and on the Service. The foregoing will constitute full and complete payment to you for the rights and licenses in and to the Submitted Videos granted herein, and no other consideration will be due you in respect thereof. Such payment will be in accordance with the processes and procedures set forth on the Service from time to time. You agree that our ability to pay you is contingent on you providing accurate and up-to-date payment information, including, if applicable, an accurate and up-to-date address for receipt of a check.
   2. Costs, Expenses and Taxes. You are responsible for all costs and expenses incurred in creating and submitting the Submitted Videos. All taxes other than those imposed on our net income will be your responsibility.
   3. No Obligation to Use the Submitted Videos. Syntropi does not represent, warrant, or guarantee that we will use, display, license or transfer the Submitted Videos for any reason. If we decide to use, display, license or transfer the Submitted Videos, we may decide to discontinue use, display, license or transfer of the Submitted Videos at any time for any reason without notice or any liability to you.
   4. No Relationship. The submission of the Submitted Videos does not, in whole or in part, establish or create by any express or implied relationship between Syntropi and you including, but not limited to, any relationship of principal and agent.
   5. No Returns or Liability for Loss. Syntropi will not return the Submitted Videos to you. Upon submission, they will become the property of Submitted Videos and may be discarded without notice. Submitted Videos will not be liable in any way if any such Submitted Video is lost, misplaced, stolen, erased or destroyed.
5. Limitation of Liability. IN NO EVENT WILL SYNTROPI BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, THE SUBMITTED VIDEOS OR THE USE OR EXPLOITATION OF THE SUBMITTED VIDEOS BY US OR ANY THIRD PARTY. OUR AGGREGATE LIABILITY TO YOU FOR DAMAGES IN CONNECTION WITH THIS AGREEMENT AND THE SUBMITTED VIDEOS, REGARDLESS OF THE FORM OF ACTION GIVING RISE TO SUCH LIABILITY (UNDER ANY THEORY, WHETHER IN CONTRACT, TORT, STATUTORY OR OTHERWISE) WILL NOT EXCEED [$100].
6. Indemnification. You agree to defend, indemnify and hold Syntropi and any of its parents, subsidiaries, divisions, related companies or entities, employees, licensees, partners, officers, directors, shareholders, agents, successors, assigns, and representatives (collectively "Indemnified Parties") harmless from and against all charges, claims, liabilities, damages, judgments, losses, expenses and demands of any kind or nature whatsoever (including reasonable attorneys' fees, costs and expenses) against Syntropi and/or any Indemnified Parties arising out of or relating to: (a) the Submitted Videos; (b) any negligent act, misfeasance, or nonfeasance by you or any of your agents, contractors, servants, employees, or licensees; or (c) the breach or alleged breach of any of your obligations, representations, warranties or other agreements herein. At our request, you will provide a defense for Syntropi and any Indemnified Parties in any such action or proceeding, actual, threatened, or potential and will consult with Syntropi in conducting such defense (or, at Syntropi's election, reimburse Syntropi for reasonable fees and costs of Syntropi's own counsel).
7. Governing Law and Jurisdiction. This Agreement will be governed by, construed and enforced in accordance with the laws of the State of California without giving effect to any principles of conflicts of law.
8. Arbitration. EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, ALL DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND SYNTROPI, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY AND YOU AGREE THAT SYNTROPI AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY. SUCH DISPUTES INCLUDE, WITHOUT LIMITATION, DISPUTES ARISING OUT OF OR RELATING TO INTERPRETATION OR APPLICATION OF THIS ARBITRATION PROVISION, INCLUDING THE ENFORCEABILITY, REVOCABILITY OR VALIDITY OF THE ARBITRATION PROVISION OR ANY PORTION OF THE ARBITRATION PROVISION. ALL SUCH MATTERS WILL BE DECIDED BY AN ARBITRATOR AND NOT BY A COURT OR JUDGE.

   The arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules, as amended by this Agreement. The Commercial Arbitration Rules are available online at https://adr.org/sites/default/files/Commercial%20Rules.pdf. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate. Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination should be made by the AAA or by the arbitrator. The arbitrator's decision will follow the terms of this Agreement and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in this Agreement will preclude you from bringing issues to the attention of federal, state or local agencies and, if the law allows, they can seek relief against us for you.

9. Severability. If any provision of this Agreement will be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provisions. This is the entire agreement between the parties relating to the matters contained herein.
10. Changes. We may change this Agreement from time to time by notifying you of such changes by any reasonable means, including by posting a revised Agreement through the Service. Any such changes will not apply to any dispute between you and us (a) arising prior to the date on which we posted the revised Agreement incorporating such changes, or otherwise notified you of such changes; or (b) otherwise relating to Submitted Videos which were submitted by you to us prior to the effective date of such changes. Your submission of Submitted Videos following any changes to this Agreement will constitute your acceptance of such changes. The "Last Updated" legend above indicates when this Agreement was last changed.
11. Miscellaneous. This Agreement does not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and Syntropi. If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under this Agreement without restriction. No waiver by either party of any breach or default under this Agreement will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular shall have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term "including" or variations thereof in this Agreement shall be construed as if followed by the phrase "without limitation." This Agreement, including any terms and conditions incorporated herein, is the entire agreement between you and Syntropi relating to the subject matter hereof, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Syntropi relating to such subject matter. Notices to you (including notices of changes to this Agreement) may be made via posting to the Service or by e-mail (including in each case via links), or by regular mail. Without limitation, a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Syntropi will not be responsible for any failure to fulfill any obligation due to any cause beyond its control.