The following User Agreement (the "Agreement") governs your use of this Website including any transactions that you undertake via the Website. The Agreement also incorporates:
The Website is owned and operated by SuperVirals Pty Ltd ABN 48 122 910 105 (referred to below as "SuperVirals", "we" or "us").
Please read the following terms carefully as they contain important information about your obligations to us if you choose to use the Website including the rights you give us in relation to any content that you contribute to the Website and our limitations of liability to you.
By using the Website, you will be acknowledging that you have read and agree to be bound by this Agreement. If you do not agree to be bound by this Agreement, please do not use the Website. Please note that we may update this Agreement from time to time and so we require you to check back regularly. By continuing to use the Website after we have updated this Agreement, you will be acknowledging that you have read and agree to be bound by the Agreement as updated.
1. Dictionary
Unless otherwise stated, certain capitalised terms used in this Agreement have the meaning set out in the dictionary section in clause 20.
2. Intellectual property rights in the Website and its content
The Materials on the Website are protected by copyright, trade mark, designs and other intellectual property laws.
The intellectual property rights in the Website and the Materials either belong to SuperVirals or to third parties that have licensed us to use their content on the Website. You acknowledge that your use of the Website does not give you any rights in the Website or the Materials.
3. Permitted uses of the Website
You may access, view, listen to and interact with the Website or the Materials:
- for your personal, non-commercial use; or
- for your internal corporate use provided it's not for commercial gain,
and your use is otherwise in accordance with this Agreement.
In using the Website or the Materials, you must not adapt, alter or modify the Website or the Materials including any copyright or trade mark notices or attributions of authorship found on the Website or on the Materials.
Provided you have registered as a member of the Website as set out in clause 4, you may submit content for publication on the Website.
All other rights not expressly granted to you under this Agreement are reserved by SuperVirals.
4. Registration on the Website
Before you can submit content for publication on the Website, you will be required to register via the Website. Registration is free and you must be aged 15 or over before you can register.
In the process of registering, you will be required to provide current information about yourself. You must complete this information truthfully and accurately. We may contact you to seek further verification of any of that information. Any personal information that you provide about yourself will be held and used by us in accordance with the Privacy Policy
You will also be required to choose a username and password which will enable you to access certain features of the Website not available to general users. Your username and password is for your personal use only and is not transferable. You must ensure that your username and password remain confidential at all times. You will be entirely responsible for all activities that take place when the Website is accessed using your username and password.
The decision to grant or refuse an application for membership of the Website is solely at our discretion. We will advise you of the outcome of your application by email using the email address supplied by you. Once your application is accepted by SuperVirals, you will become an "Account Holder" and you will be able to access your 'My Account' page using your username and password.
We may cancel your status as an Account Holder at anytime either:
- upon request from you,
- if you breach this Agreement, or
- if we stop providing the services on the Website.
5. Entering a Competition
From time to time, Account Holders will be able to participate in Competitions conducted via the Website. Such Competitions are designed to promote particular consumer brands by inviting Account Holders to create and submit original Content Ideas relating to those consumer brands. The most popular Content Idea in a particular Competition, as determined by the Voting will become the Provisional Winner and will be eligible to win the Prize.
As an Account Holder, you may enter a Competition (subject to any notified restrictions on entry based on age or country of residence) by developing and submitting an original Content Idea via the Website. Your Content Idea must address the requirements of the Creator Brief and otherwise comply with this Agreement including the rules of the relevant Competition and the Creative Guidelines.
SuperVirals or its contractors will assess each Content Idea validly received and identify whether it's eligible for publication on the Website. SuperVirals, or its contractors, will consider a range of criteria including whether the Content Idea:
- was created and submitted by an Account Holder;
- is completed;
- is of a reasonable production quality (based on industry standards) for communication to the public via the Website or by broadcasting or publication in any commercial medium;
- was submitted in any compatible file formats as referred to in the relevant terms of entry for the Competition; and
- otherwise complies with this Agreement including SuperVirals' Creative Guidelines.
If a submission is deemed to be ineligible for publication on the Website, SuperVirals will notify the Account Holder by email using the email address supplied by that Account Holder.
Notwithstanding any of the above, SuperVirals will retain the ultimate discretion to decide whether a Content Idea gets published on the Website or not. Submitting a Content Idea to SuperVirals does not guarantee that SuperVirals will publish that Content Idea on the Website. SuperVirals also retains the sole right to take down any Content Ideas from the Website if it deems that necessary.
If you create a Content Idea, you do so solely at your own risk and you are solely responsible for all costs related to the creation of that Content Idea.
6. Voting process and determining the Prize winner
Once a Content Idea is communicated to the public via the Website, other Account Holders will be able to Vote for it during the period of the relevant Competition. An Account Holder will be able to determine the status of his or her Content Idea by accessing his or hers 'My Account' page.
The Account Holder with the most popular Content Idea at the end of a Competition, as determined by the Voting, will be the Provisional Winner. If two or more Account Holders finish equal first after the Voting is finished, SuperVirals or its contractors shall have the casting vote to determine the sole Provisional Winner.
SuperVirals will then conduct the Winner Verification Process. If, after the Winner Verification Process, SuperVirals determines that the Provisional Winner or that person's Content Idea or Votes are not valid (in whole or part), it shall declare the person with the second highest points total, as determined by the Voting, to be the Provisional Winner and conduct the Winner Verification Process again. SuperVirals will conduct this process until it is able to declare a Winner.
If after the Winner Verification Process, SuperVirlas determines that the Provisional Winner or that person's Content Idea or Votes are valid it, shall declare that person as the Winner. The Winner will be offered the Prize.
7. Content Idea ownership and rights
What this means to you in plain English…
We need to hold all rights in the competition entries to ensure that we have the ability to transfer ownership of the content to the brand.
It’s important you know that SuperVirals will only ever handover the rights to an idea to a brand if the creator is offered reward of some form.
So, you can take comfort from the fact that SuperVirals acts in good faith to ensure sponsor brands can only use content for commercial gain when the creators are rewarded in some form - be it a prize, cash or notoriety; or a combination of all three!
It’s worth knowing that almost all of the other big video sharing sites take ownership your ideas the moment you upload them and don’t even give you the chance to get rewarded.
That’s the difference with SuperVirals, you get the opportunity to get rewarded for your ideas.
So, here it is in legal lingo…
By submitting a Content Idea to SuperVirals, you agree to automatically assign all rights (including intellectual property rights), title and interest in that Content Idea to SuperVirals forever without any payment by us to you or any third party. You must not submit any Content Idea to SuperVirals if you do not own all rights in that Content Idea or if there are third party rights in your Content Idea that have not been assigned or licensed to you in accordance with this clause.
You will also have sole responsibility for obtaining all relevant assignments in any such third party content to enable:
- you to create your Content Idea;
- you to submit that Content Idea to us;
- you to assign us all rights (including intellectual property) to that Content Idea; and
- us to deal with that Content Idea in any manner we see fit including selling or licensing that Content Idea to any other person (without payment to you or any third party).
You agree that once we receive any Content Idea submitted by you, we will be able to modify, alter, adapt, distort or otherwise change that Content Idea in our absolute discretion and deal with it as the owner. Without limiting the foregoing, you waive any rights of authorship in any Content Idea submitted by you and you authorise us to deal with any Content Idea submitted by you in any manner we see fit, including changing any details, titles or descriptions included with such Content Idea and selling it or giving it to any third party for any use whether in its original or adapted form.
8. Website forum
SuperVirals will provide a Forum on the website where Account Holders are able to submit opinions or provide feedback about Content Ideas ("Comments") after logging in to the Website. Any Comments that you may submit to the Forum must comply with the Creative Guidelines; and any other instructions that appear on the Website.
SuperVirals may from time to time monitor or review the contents of the Forum and edit, refuse to post or remove any Comments that in SuperVirals' sole discretion are objectionable or in violation of any applicable law or the Creative Guidelines. Notwithstanding the foregoing, SuperVirals has no obligation whatsoever to monitor any Forum or to edit, delete or refuse to post such contents, nor is SuperVirals responsible for any Comments posted on the Forum. You expressly acknowledge and agree that the Forum is a means of public and not private communication.
You will retain ownership of all intellectual property rights in any Comments you submit to the Forum but you grant SuperVirals a worldwide, royalty free and non-exclusive licence to reproduce, publish and communicate your Comments the public (in whole or in part) from the Website or in connection with the Website. SuperVirals will ensure that any Comments submitted by you via the Website will be credited to you on the Website in the form of your username. However, you will not receive payment for any Comments you submitted to the Forum.
9. Relationship between you and us
The relationship between you and SuperVirals is one of independent contractors and nothing in this Agreement constitutes a relationship of employer and employee, principal and agent, partnership or joint venture between you and SuperVirals or you and the owner of any brand featured on the Website.
10. No assignment and novation
You may not, or attempt to, assign or novate or transfer any right or obligation under this Agreement without our prior written consent.
11. Your warranties to us
When you use this Website, you warrant that:
- you have the right to enter into and observe your obligations under this Agreement including assigning to us all rights, title and interest in any Content Idea that you submit to us;
- that any Content Idea you submit to us is your own original creation and that you own all rights, title and interests in any such Content Idea or, where you don't own all such rights, that you have received appropriate assignments or licenses from the relevant owners to enable you to assign the Content Idea to SuperVirals as required by this Agreement, and
- any content (including Content Ideas) that you submit to the Website complies with this Agreement (including the Creative Guidelines).
12. Limitation and exclusion of liability
You acknowledge your understanding that there are inherent risks, which are outside of our control, in the operation of any website or the transmission of content over the Internet including delays, errors, faults, failures or downtime of the Website or of third party technology. Accordingly we do not warrant that the Website or services provided from the Website will be free from such risks or that your use of the Website will be uninterrupted or error free.
The Website is presented "as is" without representations of any kind including, without limitation, representations about fitness for a particular purpose, non-infringement, security or accuracy. Further, the views expressed in any Forums, Creator Briefs or Content Ideas are those of the parties that submitted them and are not necessarily those of SuperVirals.
To the maximum extent permitted by law and save for this Agreement, all other terms (including any implied terms), conditions, warranties, statements, assurances and representations in relation to this Agreement are expressly excluded. If any of the exclusions or limitations set out in this Agreement are declared illegal or void or you claim that there has been a breach of a term, condition, warranty, statement or assurance which cannot be excluded by this Agreement, to the maximum extent permitted by law, SuperVirals' entire liability and your exclusive remedy is limited, at our discretion to the re-supply of the goods or services provided under this Agreement or the payment of having those goods or services re-supplied.
Subject to the preceding paragraph, in no event will SuperVirals (including its agents, employees or contractors) be liable for any:
- direct loss; or
- indirect or consequential loss,
even if SuperVirals is aware of the possibility of such loss or if such loss was otherwise foreseeable, including, but not limited to, loss of profits, production, data, opportunity or goodwill; or business interruption however caused and on any theory of liability, including without limitation, contract or tort (including negligence or otherwise) arising during and/or as a result of the performance or non-performance of this Agreement by SuperVirals.
SuperVirals shall not be considered to have breached this Agreement unless you have given SuperVirals written notice of the alleged breach, specifying in detail the breach and giving us 20 days, to remedy the alleged breach.
13. Your indemnities
You agree to forever indemnify SuperVirals (including our officers, employees, agents or related companies) against any and all liability, loss, claims, demands and/or expenses which any of the indemnified may incur as a result of any breach by you of this Agreement.
14. Termination
We may terminate the agreement between you and us and cancel your Account Holder status immediately upon any breach by you of this Agreement. Upon termination, you will lose any rights to any username and password made available to you and your rights to access your 'My Account' page.
15. Survival
The rights, limitations or obligations described above under clauses 7, 9, 11, 12 and 13 shall survive termination of this Agreement for any reason.
16. Entire agreement
This Agreement constitutes the entire agreement between you and SuperVirals in relation to its subject matter and supersedes and merges all prior agreements, representations or other understandings, written or oral, between you and SuperVirals. You acknowledge that we do not give any warranties or make any representations other than those expressly set out in this Agreement.
17. Dispute Resolution
If a dispute arises out of, or in any way in connection with, or otherwise relates to this Agreement, or the breach, termination, validity or subject matter thereof, or as to any related claim at law, in equity or pursuant to any statute, then before resorting to litigation or any other form of dispute resolution, the parties must use best efforts to negotiate a resolution to the dispute in good faith for a period of up to 7 days.
If the dispute cannot be resolved within 7 days of the dispute arising, SuperVirals may serve notice on you requiring that the dispute be referred to arbitration administered by the Australian Commercial Disputes Centre ("ACDC").
The arbitration shall be conducted in Sydney in accordance with the ACDC Rules for arbitration which are operating at the time the dispute is referred to the ACDC and which terms are hereby deemed incorporated into this Agreement. Each party shall pay its own costs in relation to such arbitration.
18. Severability
Any provision in this Agreement which is prohibited or unenforceable in any jurisdiction will be ineffective in that jurisdiction to the extent of the prohibition or unenforceability. That will not invalidate the remaining provisions of this Agreement nor affect the validity or enforceability of the remaining provisions in any other jurisdiction.
19. Governing law and jurisdiction
All matters arising from or relating to this Agreement and all the transactions it contemplates, including, without limitation, its validity, interpretation, construction, performance and enforcement shall be governed by the laws of New South Wales, Australia without regard to conflict of laws principles. The parties agree to unconditionally submit themselves to the exclusive jurisdiction of the courts of New South Wales.
20. Dictionary
In this Agreement, the following terms have these meanings:
- "Account Holder" means a person who has successfully registered as a member of the Website in accordance with clause 4.
- "Competition" means a competition conducted via the Website which invites Account Holders to create and submit Content Ideas, based on a Creator Brief, for a chance to win the Prize.
- "Content Idea" means an original photo, picture, drawing or video developed by an Account Holder in accordance with the Creator Brief and submitted via the Website for entry in a Competition.
- "Creator Brief" means a creative brief about a particular consumer brand which stipulates the creative, aesthetic or other criteria which a Content Idea has to satisfy.
- "Forum" means a facility provided on the Website that allows Account Holders to provide Comments on any Content Idea.
- "Materials" means the content and other features of the Website (including its layout, design elements and software) and all other content on the Website including text, graphics, pictures, photographs, videos, audio files, music, logos, trade names, registered on unregistered trade marks designs or any other content.
- "Prize" means the prize offered to the Winner of a Competition.
- "Provisional Winner" means the Account Holder whose Content Idea has received the highest score at the end of the relevant Competition as determined by the Vote.
- "Vote" or "Voting" means the process of voting for a Content Idea using a combination of manual selections and SuperVirals' proprietary software.
- "Website" means this website found at http://www.supervirals.com or any other related website operated by SuperVirals.
- "Winner" means a Provisional Winner that has been declared by SuperVirals to be the Winner after the Winner Verification Process.
Updated 22nd October, 2007