For the purpose of these Terms and Conditions (“Terms”), the following words and expressions shall, unless expressly otherwise provided in these Terms or the context otherwise requires, words denoting “OffMute” and “us” shall also include SME and its associated companies, subsidiaries and affiliates.
These Terms govern your access to the OffMute’s website (“Site”) and your submission of any of your content to us (whether by emailing to OffMute’s at any of the following email addresses: [email protected]; [email protected]; [email protected]; [email protected] or [email protected], according to your country of residence for the submission (“Email”) or by any other electronic means).
By accessing to the Site and/or submitting your content to us (whether by Email or by any other electronic means) for OffMute’s internal evaluation and/or consideration in connection with its talent searches, you hereby agree to be bound by the following Terms. We may change these Terms at our discretion and without notice and we suggest that you visit these Terms regularly to keep up to date with any changes.
Any and all audio, video, text, photos, pictures, graphics, comments, and other content, data or information that you transmit, submit, make available to OffMute (whether it is to be submitted by Email or not) (hereinafter “Your Content”) is generated, owned and controlled solely by you, and not by OffMute.
Unless otherwise agreed by you and OffMute, OffMute does not claim any ownership rights in Your Content, and you hereby expressly acknowledge and agree that Your Content remains your sole responsibility.
You must not submit, upload send, transmit or otherwise communicate to OffMute any Your Content to which you do not hold the necessary rights including, without limitation, any intellectual property rights, performers’ rights, rights of privacy or publicity, or rights in confidential information. In particular, any unauthorized use of copyright protected material within Your Content (including by way of reproduction, distribution, modification, adaptation, preparation of derivative works, making available to OffMute), independent of whether it is or becomes unauthorized at a later point, may constitute an infringement of third party rights and is strictly prohibited. Any such infringements may result in civil litigation or criminal prosecution by or on behalf of the relevant rightsholder.
You acknowledge and agree that Your Content and the related information or data may be accessed by OffMute for the purpose of internal evaluation and assessing the suitability of our searching of new talent. OffMute also reserves the right to reject Your Content (or any part thereof) and the related information or data as it sees appropriate and to delete any part thereof which OffMute reasonably believes that such content, information or data are inaccurate, false, illegal, unlawful or infringe any other intellectual property rights or invade the privacy of the other having regard to the purpose (including any directly related purpose) for which Your Content are or are to be used.
Grant of license
By submitting Your Content to OffMute, you also grant an irrevocable, worldwide, non-exclusive, royalty-free, license to OffMute, to use, copy, listen, transmit or otherwise distribute, adapt, prepare derivative works of, compile, make available and otherwise communicate internally Your Content from time to time. In addition to the foregoing, you also grant an irrevocable, worldwide, non-exclusive, royalty-free, license to us with respect to any proprietary name, logo, trademark or service mark (if any) submitted by you as part of Your Content (for example, your profile picture) (“Marks”), to reproduce, display, make available and otherwise communicate internally those Marks.
The above Licenses with respect to Your Content and Marks that you grant to OffMute in these Terms shall be deemed perpetual and irrevocable, and will continue valid and enforceable under any circumstances whatsoever.
Without limiting the foregoing, OffMute may think fit at all times, and in OffMute’s absolute discretion:
- to retain, store, archive and back-up Your Content and the related information or data in OffMute’s possession, custody and/or control;
- to remove or destroy Your Content and the related information or data in OffMute’s possession, custody or control.
You hereby acknowledge and accept that OffMute shall not be under any responsibility and obligation to return to you Your Content and the related information or data whatsoever in connection thereto.
Representations and warranties
You hereby represent and warrant to OffMute as follows:
- Your Content, and each and every part thereof, is an original work by you, or you have obtained all rights, licenses, consents and permissions necessary in order to use at any and all times during any applicable use, and (if and where relevant) to authorize OffMute to use Your Content pursuant to these Terms;
- Your Content, and each and every part thereof does not and will not infringe or violate the rights of any third party, including, without limitation, any intellectual property rights, performers’ rights, rights of privacy or publicity, or rights in confidential information;
- You have obtained any and all necessary consents, permissions and/or releases from any and all persons appearing in Your Content in order to include the name, voice, performance or likeness in Your Content;
- Your Content, and each and every part thereof, is not and will not be unlawful, abusive, libellous, defamatory, immoral, pornographic or obscene, and will not promote or incite violence, terrorism, illegal acts, or hatred on the grounds of race, ethnicity, cultural identity, religious belief, disability, gender, identity or sexual orientation; and
- Your Content does not and will not create any liability on the part of any of OffMute, SME and its associated companies, subsidiaries, affiliates, successors, and assigns, and their respective employees, agents, directors, officers and/or shareholders. OffMute reserves its right to remove Your Content, and/or pursue all legal remedies if we believe that any of Your Content breaches any of the foregoing representations or warranties, or otherwise infringes another person’s rights or violates any law, rule or regulation.
Liability for Your Content
You hereby acknowledge and agree that OffMute has no commitment or obligation to sign you as OffMute’s artist. You are solely responsible for all of Your Content that you submit to OffMute, and to the extent permissible by law, OffMute excludes all liability with respect to all content (including Your Content) and the related information or data.
OffMute, SME and its associated companies, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders hereby exclude, to the fullest extent permitted by law, any and all liability which may arise from any of Your Content submitted to OffMute by you, including, but not limited to, any claims for infringement of intellectual property rights, rights of privacy or publicity rights, any claims relating to unlawful, abusive, defamatory, immoral, pornographic, or obscene material, or any claims relating to the completeness, accuracy, currency or reliability of any information provided by you to OffMute. You irrevocably waive the right to assert any claim with respect to any of the foregoing against OffMute or SME or any of its associated companies, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers or shareholders.
You hereby agree to indemnify, defend and hold harmless OffMute, SME and its associated companies, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers or shareholders from and against any and all claims, obligations, damages, losses, expenses, and costs, including reasonable attorney’s fee, result from:
- any violation by you of these Terms; and
- any third party claim of infringement of copyright or other intellectual property rights or invasion of privacy arising from your submission of Your Content to OffMute, and/or the actual use of Your Content by OffMute and SME in accordance with these Terms and Conditions.
Modification to Access of the Site
OffMute reserves the right at any time and from time to time to modify, change, suspend, discontinue or restrict: (a) your access to, either temporarily or permanently, the Site (or any part thereof); or (b) the whole or any portion of this Site (and the services provided therein), with or without notice. OffMute shall not be liable to users or to any third party for any such modification, change, suspension, discontinuation or restriction.
Without prejudice to the provisions of these Terms, OffMute is not liable for any delay or failure in performance resulting directly or indirectly from causes beyond its reasonable control, including, without limitation, failure of the internet, power failure, failure of computer, telecommunication or other equipment, strikes, labor disputes, riots, insurrections, civil disturbances, shortage of labor or materials, fires, floods, storms, explosions, act of God, war, governmental actions, orders of domestic or foreign courts and non-performance of third parties.
The provisions of these Terms shall be enforceable independently of each other and the validity of each provision shall not be affected if any of the others is invalid. In the event that any provision or any part of a provision of these Terms is determined to be or becomes illegal, invalid or unenforceable, the validity and enforceability of the remaining provisions or remaining part of the provision of these Terms shall not be affected and, in lieu of such illegal, invalid, or unenforceable provision or part of a provision, there shall be added as part of these Terms one or more provisions as similar in terms as may be legal, valid and enforceable under the applicable law.
These Terms shall constitute the entire agreement between you and OffMute relating to your use of the Site and submit Your Content to us, and shall replace and supersede all other communications (be it written or oral), discussions, letters and contracts relating to the subject matters hereof.
Governing Law and Jurisdiction
The Terms and any dispute or matter arising from or incidental thereto shall be governed by and construed in accordance with the laws of the Hong Kong SAR. You agree to submit all disputes arising out of or in connection with these Terms to the exclusive jurisdiction of the courts of Hong Kong SAR.