Terms of Service

TERMS OF SERVICE

Last updated on October 04, 2018

Greatest Storree Ever, Inc. d/b/a Superheroes.cool/STORREE.com/ STORREE.net/ STORREE.info/ STORREE.co/SUPERHEROES.cool/ SUPERHEROS.cool/ SUPERHERO.cool ("superheroes.cool ") provides a means of connecting individual animators, designers, musicians, scriptwriters, and other artists to allow such Content Creators (as defined below) to collaboratively create scripts, characters, story lines, story boards, audible content, visual and graphics effects and the like for submission to, and ultimate production, publication, and monetization by, Superheroes.cool. Note that throughout the balance of this document Content Creators are collectively referred to as “Users.”

In order to use the Service (as defined below), all Users must read and accept all of the terms and conditions in, and linked to, these Terms of Service (this "Agreement"), which may be modified by Superheroes.cool from time to time at our sole discretion. All modifications will be posted on www.Superheroes.cool (the "Website") and such modifications will become effective immediately upon the posting thereof. It is your responsibility to review this Agreement on a regular basis to keep yourself informed of any modifications. We strongly recommend that, as you read this Agreement, you also access and read the linked information.

BY PROVIDING CONTENT FOR THE WEBSITE, YOU WARRANT THAT YOU HOLD THE COPYRIGHT IN, OR HAVE THE RIGHT TO TRANSFER OWNERSHIP OF, ALL CONTENT THAT YOU PROVIDE, OR TRANSMIT IN CONNECTION WITH THE SERVICE AND THAT YOU AUTOMATICALLY ASSIGN, TRANSFER, AND GRANT TO SUPERHEROES.COOL, ITS SUCCESSORS AND ASSIGNS, THE ENTIRE RIGHT, TITLE, AND INTEREST IN, AND TO, THE COPYRIGHT IN THE CONTENT AND ANY REGISTRATIONS AND COPYRIGHT APPLICATIONS RELATING THERETO AND ANY RENEWALS AND EXTENSIONS THEREOF, AND IN AND TO ALL WORKS BASED UPON, DERIVED FROM, OR INCORPORATING THE CONTENT, THROUGHOUT THE WORLD INCLUDING ANY AND ALL RIGHTS TO AUTHORIZE OR CONTROL THE EXPLOITATION OF ANY CONTENT BY ANY MEDIA AND MEANS NOW KNOWN OR HEREAFTER DEVISED INCLUDING ANY AND ALL "MORAL RIGHTS" ORDINARILY ATTENDANT TO THE CONTENT. WITHOUT FURTHER OBLIGATION TO YOU, WE MAY USE, REPRODUCE, EDIT, CHANGE, ADD TO, TAKE FROM, TRANSLATE, REFORMAT, OR REPROCESS THE CONTENT IN ANY MANNER.

YOUR USAGE OF THE SERVICE

1. SERVICE

Superheroes.cool provides a means of connecting individual Content Creators to allow them to collaboratively create scripts, characters, story lines, story boards, audible content, visual and graphics effects and the like for submission to, and ultimate production, publication, and monetization by, Superheroes.cool. Before you become a member of Superheroes.cool, you must read and accept all of the terms in, and linked to, this Terms of Service. By accepting this Agreement, you agree that this Agreement will apply whenever you use Superheroes.cool sites or services, or when you use the tools we make available to interact with Superheroes.cool sites and services.

2. ACCURACY OF REGISTRATION INFORMATION, LICENSES, PERMITS, AND AGE RESTRICTIONS

As a first condition of your use of the Service, you agree to: (i) Provide Superheroes.cool with true, accurate, current, and complete information as prompted by the Superheroes.cool's registration forms when registering for or using the Service as either a Content Creator and/or as a Content Producer; and, (ii) Update and maintain the truthfulness, accuracy, timeliness, and completeness of such information. If you have been suspended or removed from the Website, or your membership in Superheroes.cool has been terminated, you may not use the Website.

THE SITE IS NOT AVAILABLE TO PERSONS UNDER THE AGE OF THIRTEEN (13) OR TO ANY USERS PREVIOUSLY SUSPENDED OR REMOVED FROM THE SITE BY SUPERHEROES.COOL. In order to use the Site, you must either be 18 years of age or possess parental or guardian consent, and you must be fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms and Conditions and to abide by and comply with these Terms. If you are under 18 years of age, by using the Site you certify that your parent or guardian has consented to your use of the Site and to these Terms and Conditions on your behalf, and you acknowledge and agree that your use of the Site is at their discretion. Until you are 18 years old, your parent or guardian may ask us to modify, deny access to, or terminate your account and we may do so at their request or at any time, for any reason, without notice and liability. Membership in the Service is void where prohibited by law.

3. PRIVACY POLICY

We do not sell, rent, or otherwise distribute your personal information to third parties for their marketing purposes without your explicit consent. More specifically, Superheroes.cool has established a privacy policy to explain to you how your personal information is collected and used. This privacy policy is located here. Notwithstanding the foregoing statement, you agree and affirm that you waive any and all rights of privacy, publicity, false light, defamation or any other rights of a similar nature in connection with any participation by uploading Content or participating in a Collaboration or Production pursuant to Section 14.

4. ACCOUNT SECURITY

Superheroes.cool will assign you a user ID and a password when you register. Your user ID and password may only be used by you and the members of your household. You are solely responsible for maintaining and protecting the confidentiality of your user ID and password, and are solely and fully responsible for all activities on the Website undertaken by those using your user ID and password.

5. LICENSE TO WEBSITE

By agreeing to the terms and conditions of this Agreement, Superheroes.cool grants Users a limited license to access and use the tools we make available to interact with Superheroes.cool sites and services. All Users acknowledge and agree that they will not access, reproduce, duplicate, copy, sell, re-sell, visit, or otherwise exploit for any commercial, educational, or any other non-personal purpose, the Content (defined below) posted on the Website, without the express written consent of Superheroes.cool.

6. DEFINITIONS

"Content Creator" shall mean a User who submits Content to the Website.

"Content" shall mean a wholly original media element which is capable of copyright protection (e.g., scripts, characters, story lines, story boards, audible content, and visual and graphics effects) that is submitted by a Content Creator to the Website, accepted by Superheroes.cool, and published on the Website.

"Collaboration” shall mean Content, if unmodified from the original Content, or the result of modifying such Content by creating a derivative work utilizing one or more other pieces of Content and posting such edited/modified version of the Content to the Website. Superheroes.cool shall decide in its sole discretion which Collaborations shall remain accessible via the Website, and may at its sole discretion erase, hide, block, or otherwise remove access to a Collaboration at any time and without notice in accordance with these Terms of Service.

"Production" shall mean the version of a Collaboration which Superheroes.cool specifically selects to exploit for-profit, on an exclusive basis, pursuant to the Content Ownership Assignment (as defined below).

"Gross Receipts" shall mean all revenues actually received by Superheroes.cool from the distribution, exploitation, and use of a Production in all media worldwide.

"Permitted Deductions" shall mean and include any and all costs incurred or borne by Superheroes.cool or its distributors (“Distributor” or collectively "Distributors") in connection with distributing and exploiting Productions, including without limitation the following costs and expenses whether incurred by Distributor or any third party acting on behalf of Distributor: (i) Any and all customary distribution fees; (ii) The direct costs and expenses of distribution and administration throughout the world (including, without limitation, customary costs such as prints, advertising, dubbing and subtitling, and dues and assessments), and all other costs and expenses which Distributor or any third party distributor may be authorized or permitted to deduct and retain under and pursuant to the terms of any distribution agreement with any distributors of the Productions; (iii) Any production costs incurred by Distributor to modify, edit, or complete the Production, which Distributor in its good faith judgment elects to incur in order to maximize the receipts, distribution, and exploitation of the Production; (iv) Any online advertising, any agency or sales commissions, refunds to advertisers, and fees charged by third party syndication partners; (v) All sums paid or payable to any actor, writer, producer, manufacturer of sound recording and producing equipment, composer, lyricist, musician, guild, union, labor organization or trustees of any thereof pursuant to the terms of any collective bargaining agreement or otherwise, or any collection society or organization; and, (vi) Any and all other sums expended, or liabilities incurred, directly in connection with the exhibition, distribution, marketing and exploitation of the Production. Notwithstanding the foregoing, the methodology of calculating and applying deductions is intended to permit costs and expenses of distributing and exploiting Productions from corresponding gross revenues, and accordingly no "double deductions" shall be taken (provided, however, that in the instance of sub-distribution, both the Distributor and sub-distributor shall be entitled to take customary fees). For illustrative purposes only, if a third party distributor deducts costs of DVD duplication and advertising from the receipts which are tendered to Superheroes.cool as Gross Receipts, then such costs and expenses shall not be separately deducted by Superheroes.cool in calculating Adjusted Gross Revenues.

"Profits" and “Adjusted Gross Revenues” shall mean 100% of the balance remaining after deducting Permitted Deductions from Gross Receipts.

"Content Creator’s Profit Pool" shall mean the pool of profits equal to fifty percent (50%) of the Profits from a Production.

"Content Creator’s Share" shall be that fraction of the Content Creator’s Profit Pool payable to a particular Content Creator contributing Content to a Collaboration that matures into a Production. In all cases each Content Creator’s Share shall be set by the Operating Committee in conformance with the guidelines posted here.

“Superheroes.cool Share” shall mean the remaining fifty percent (50%) of the Profits from a Production and will be retained by Superheroes.cool.

“Operating Committee” shall mean a group of designated directors to be designated by Superheroes.cool at its sole discretion.

7. CONTENT OWNERSHIP ASSIGNMENT AND CONTENT CREATOR LICENSE

By providing Content for the website, YOU WARRANT THAt YoU HOLD THE COPYRIGHT in, or have the right to transfer ownership of, all Content that you provide, or transmit in connection with the Service AND THAT YOU automatically assign, transfer, and grant to Superheroes.cool, its successors and assigns, the entire right, title, and interest in, and to, the copyright in the Content and any registrations and copyright applications relating thereto and any renewals and extensions thereof, and in and to all works based upon, derived from, or incorporating the Content, throughout the world including any and all rights to authorize or control the exploitation of any Content by any media and means now known or hereafter devised including any and all "moral rights" ordinarily attendant to the Content. Without further obligation to you, we may use, reproduce, edit, change, add to, take from, translate, reformat, or reprocess the Content in any manner.

Superheroes.cool automatically grants User’s the right to access, use, modify and further exploit Content in accordance with the terms of this agreement provided that: (i) Such User gives attribution to you and each Content Creator whose Content he/she is exploiting; (ii) Any and all uses of Content pursuant to this license are for non-commercial purposes; and, (iii) That such User does not permit third parties, other than Users via the Website, to further modify the Collaboration or Content. For avoidance of doubt, a User may share and display your Content, and User created Collaborations incorporating part, or all of your Content, with third parties if and only if the Content and/or Collaborations are displayed on the Website. Notwithstanding the foregoing, you shall not: (i) Permit any such third parties to modify such Content or Collaboration; and (ii) All modifications of Content creating a new, or modified, Collaboration may ONLY be published on the Website to ensure compliance with these Terms of Service, including those provisions that all Content Creator’s receive proper attribution and participation in any applicable Content Creator’s Profit Pool. YOU HEREBY ACKNOWLEDGE THAT SUPERHEROES.COOL HAS NO CONTROL OVER ANY OFF-SITE EXPLOITATION OF ANY CONTENT AND COLLABORATIONS AND THAT YOU HEREBY WAIVE ANY AND ALL CLAIMS REGARDING OFF-SITE EXPLOITATION.

8. CONTRIBUTIONS, COMMERCIALIZATION, CONTENT CREATOR SHARE

A Content Creator shall automatically be eligible for sharing in an applicable Content Creator’s Profit Pool provided he/she: (i) Has accepted these Terms of Service, and complied with any submission guidelines; and, (ii) Uploaded Content which is part of a Collaboration  that matures into a Production. Notwithstanding the foregoing, Superheroes.cool shall have the right to modify and edit any Collaboration, and only the final version of a Collaboration as posted on the Website shall mature into a Production. Accordingly, only Content Creators whose Content is included in such Productions shall be notified and eligible, pursuant to the terms hereof, for compensation resulting from the commercial exploitation of such Production. More particularly, Content contributed by a Content Creator that was at one time, but is subsequently removed from, a particular Collaboration will not be counted towards establishing authorship or contributorship to a particular Collaboration. Similarly, Content contributed by a Content Creator that was submitted but was never used in a particular Collaboration will not be counted towards establishing authorship or contributorship to a particular Collaboration.

If Superheroes.cool decides, at its sole discretion, to designate a particular Collaboration as a Production and to subsequently commercialize it, Superheroes.cool will notify the applicable Content Creator(s). All Content Creators contributing to the Production are eligible to share in certain defined profits from the exploitation of such Production, and Superheroes.cool shall notify each Content Creator contributing to a Production of their respective Content Creator’s Share of the Content Creator’s Profit Pool, as such terms are defined above.

The Content Creator’s Profit Pool shall be calculated on a quarterly basis, and Superheroes.cool shall provide each Content Creator a statement setting forth the calculation of the Contributing Content Creators' Profit Pool and his/her applicable Content Creator’s Share, together with corresponding payments due, within sixty (60) days following the end of the applicable quarter. In lieu of providing a statement directly to the Content Creator, Superheroes.cool may make such statement available by posting the statement on the Website (which in its discretion may either be publicly accessible or accessible to the Content Creator via a secure password or comparable security mechanism). Notwithstanding the foregoing, no payments shall be due to any Content Creator unless the Contributing Content Creator’s Profit Pool associated with a particular Production is US$5.00 or more for the week. In the event that the Content Creator’s Profit Pool is less than US$5.00, then that sum shall roll forward to the next week. Cumulative amounts due to Content Creators shall be paid if, and when, such Contributing Content Creator’s Profit Pool is US$5.00 or more. In the event of any overpayments to a Content Creator, Superheroes.cool shall have the right to offset such sums from any future payments due. Superheroes.cool shall prepare statements of account in good faith, wherein the calculation of the Content Creator’s Profit Pool shall apply equally to all Content Creators participating therein, and which statements of account shall be incontestable.

Notwithstanding the foregoing, in the event a Content Creator is granted a Content Creator’s Share, and such Content Creator does not agree with the terms of such grant, the Content Creator may protest such Content Creator's Share to Superheroes.cool and Superheroes.cool, at its sole discretion, may modify the Content Creator's Share based on the protest, or leave such Content Creator's Share unmodified. Content Creator acknowledges that once they submit Content to the Website they will be unable to delete such Content, whether or not they are granted a Content Creator’s Share and whether or not they agree to the terms of such grant if applicable.

9. LIABILITY DISCLAIMER

You understand that all Content posted on, or transmitted through, the Website is the sole responsibility of the person or persons from whom such content originated. You understand that Superheroes.cool cannot and does not control, and is not responsible for, Content transmitted through the Website Service and that by using the Website, you may be exposed to Content that is inaccurate, misleading, defamatory, or offensive. You further acknowledge that Superheroes.cool has no obligation to screen, preview, monitor, approve, or determine the accuracy of any Content. However, Superheroes.cool reserves the right to delete any Content that, in its sole judgment, violates the terms and conditions of this Agreement. You explicitly waive the right to bring or assert any claim against Superheroes.cool relating to Content Creator Content, and release Superheroes.cool from any and all liability for or relating to any Content Creator Content.

10. DIGITAL MILLENNIUM COPYRIGHT ACT

It is our policy to respond to clear notices of alleged copyright infringement. Superheroes.cool will promptly terminate without notice your access to the Website if you are determined by Superheroes.cool to be a "repeat infringer."

Notification by Copyright Holders

This section explains the information that must be included in notices as required by the Digital Millennium Copyright Act ("DMCA"). Upon receipt of a DMCA compliance notice, Superheroes.cool will expeditiously remove or disable access to the content that is the subject of the notice. If you are a copyright owner or an authorized agent thereof, and you wish to file a notice of infringement with us, then you may submit a notice by providing Superheroes.cool's Designated Copyright Agent with the following information in writing (please consult your legal counsel or see 17 U.S.C. Section 512(c)(3) to confirm these requirements):

a.        A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

b.        Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Website are covered by a single notification, a representative list of such works at the Website;

c.        Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Superheroes.cool to locate the material;

d.        Information reasonably sufficient to permit Superheroes.cool to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted;

e.        A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and,

f.          A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability. If you are unsure whether the material available online infringes your copyright, we suggest that you contact an attorney before sending us a notice. Also, please note that Superheroes.cool may, at our discretion, send a copy of such notices to a third-party for publication. As such, your letter (with personal information removed) may be forwarded to Chilling Effects http://www.chillingeffects.org for publication.

Counter-Notification

The administrator of an affected site or the provider of affected content may make a counter notification under sections 512(g)(2) and (3) of the DMCA. If you elect to send us a counter notification, to be effective it must be a written communication that includes the following (please consult your legal counsel or see 17 U.S.C. Section 512(g)(3) to confirm these requirements):

a.        A physical or electronic signature of the subscriber.

b.        Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.

c.        A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.

d.        The subscriber's name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the subscriber's address is outside of the United States, for any judicial district in which Superheroes.cool may be found, and that the subscriber will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.

Designated Copyright Agent

Superheroes.cool’s Designated Copyright Agent to receive notifications and counter-notifications of claimed infringement can be reached as follows:

Greatest STORREE Ever

123 Wilson Creek, #39

McKinney, TX, 75069

Email: Superheroes.cool@gmail.com

10. YOUR CONDUCT WHEN USING THE SERVICE

In connection with your use of the Service, you represent and warrant that you:

a.        Are above the age of eighteen (18) or that you are above the age of thirteen (13) and you certify that your parent or guardian has consented to your use of the Site and to these Terms and Conditions on your behalf;

b.        Will not post randomly generated Content or improper, unrelated, or otherwise irrelevant Content, repeatedly post the same or similar Content, or otherwise act to impose a disproportionate load on the Service and that you will not post Content that contains viruses, adware, spyware, worms, or other malicious code;

c.        Will not use the Service in any manner that infringes, misappropriates, or violates the rights of any third party, including, but not limited to, transmitting any material that may infringe, misappropriate, or violate a third party's property rights including intellectual property rights, rights of publicity, contractual rights, or fiduciary rights and that you have sufficient rights in and to all Content that you provide, or transmit in connection with the Service, such that you may, and do, assign, transfer, and grant to Superheroes.cool, its successors and assigns, the entire right, title, and interest in, and to, the copyright in the Content and any registrations and copyright applications relating thereto and any renewals and extensions thereof, and in and to all works based upon, derived from, or incorporating the Content, throughout the world including any and all rights to authorize or control the exploitation of any Content by any media and means now known or hereafter devised including any and all "moral rights" ordinarily attendant to the Content. Without further obligation to you, we may use, reproduce, edit, change, add to, take from, translate, reformat, or reprocess the Content in any WAY;

d.        Will not use the Service in any manner that may slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person or otherwise post, upload, or distribute Content that is unlawful or that a reasonable person could deem to be objectionable, offensive, indecent, pornographic, harassing, threatening, embarrassing, distressing, vulgar, hateful, racially or ethnically offensive, or otherwise inappropriate;

e.        Will not reproduce, duplicate, copy, sell, re-sell, deep-link, or otherwise exploit any Content posted on the Service, including specifically that you will not access any Content for any commercial, educational, or other purpose not related to your personal purchasing needs without the express written consent of Superheroes.cool;

f.         Will not impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the Website accounts of others without permission, forge another person's digital signature, misrepresent the source, identity, or content of information transmitted via the Website; and,

g.        Recognize that provided Content does not reflect the views of Superheroes.cool, its officers, managers, owners, employees, agents, designees, assigns, or other Users and that Superheroes.cool retains the right, at its sole discretion, to determine whether or not your use of the Service is consistent with the terms and conditions of this Agreement.

Superheroes.cool may suspend, restrict or terminate your use of the Service and to refuse any future use of all or portions of the Service if your use breaches or fails to comply with any of the terms and conditions of this Agreement. Additionally, Superheroes.cool may seek any and all other remedies available to it, including: (i) Seeking injunctive relief with any court of competent jurisdiction to enjoin any breach or failure to comply with any of the terms and conditions of this Agreement; and/or, (ii) If damages are ascertainable, seeking damages relating to any breach or failure to comply with any of the terms and conditions of this Agreement.

11. DISCLOSURE OF INFORMATION

Superheroes.cool may make your identifiable information, account information, and the Content you provide available to our employees and third party contractors with whom we contract for use to handle your account. In addition, Superheroes.cool may provide non-personally identifiable, aggregate statistics, unique identifiers, demographic and other anonymous information about you and other Superheroes.cool Users to advertisers, Content Producers, and other third parties. You agree that Superheroes.cool may make such uses of information you provide or Superheroes.cool collects.

You agree that Superheroes.cool may access, preserve, and disclose your account information, any information provided by you to Superheroes.cool, including, but not limited to, the Content for the purposes described in this Agreement, if required to do so by law or if in good faith, Superheroes.cool believes that such access, preservation, or disclosure is reasonably necessary to: (i) Comply with any legal process, including but not limited to an enforceable court order or lawful third party subpoena; (ii) Enforce this Agreement; (ii) Respond to claims that any Content violates the rights of third parties; or, (iv) Protect the rights, property including intellectual property, or personal safety of Superheroes.cool, its employees, Users, and/or the public.

As Superheroes.cool continues to develop its business, it might sell or buy other companies or assets or be acquired or have substantially all of its assets acquired by a third party. In such transactions, customer information is invariably one of the transferred business assets. You hereby consent to the transfer of your information as one of the transferred assets and to be used for any purpose allowed under this Agreement.

12. MODIFICATION OF TERMS AND CONDITIONS

Superheroes.cool will have the right to modify and restate the terms and conditions of this Agreement, and such modification(s) will be effective immediately upon being posted on our Website (www.Superheroes.cool). Superheroes.cool will make note of the date of the last update to the Agreement on the first page of this Agreement. You are responsible for reviewing these terms and conditions regularly. Your continued use of the Service after such modifications will be deemed to be your conclusive acceptance of all modifications to this Agreement. If you are dissatisfied as a result of such modification(s), your only recourse is to immediately discontinue use of the Service.

13. MODIFICATION, LIMITATION, DISCONTINUANCE OF SERVICE, AND SERVICE OUTAGES

Superheroes.cool reserves the right at any time to limit access to, modify, change or discontinue all or part of the Service with or without notice to you and we shall not be liable to you for any such modification, suspension, or discontinuance of the Service. You agree that Superheroes.cool will not be liable to you, or to any third party, for any such limitation, modification, change, suspension, or discontinuance of the Service.

You agree that Superheroes.cool may establish internal practices, policies, and limits, which may or may not be made public and held as trade secrets, concerning the use of the Service, including, but not limited to, the time that Content will be retained, the maximum amount of Content that a User may submit, the size of the Content submitted, and the maximum number of times and the maximum time duration during which you may access the Service in a given period of time.

You agree that Superheroes.cool has no responsibility or liability for the deletion or failure to retain any Content and all other communications, including email, maintained or transmitted by or through the Service. You agree that Superheroes.cool has the right to change these internal practices at any time and at its sole discretion. Further, from time-to-time, the Service may be inaccessible or subject to limitations, delays, and other technical problems resulting from the use of the computing devices and Internet and electronic communications. Superheroes.cool is not responsible for any damages resulting from such occurrences.

14. COPYRIGHTED MATERIALS

All information on the Website, including, but not limited to, all text, graphics, logos, icons, images, audio clips, downloads, data compilations, and software (collectively, the "Copyrighted Materials") are the exclusive property of Superheroes.cool and/or its licensors and are protected by all United States and international copyright laws.

By providing Content for the website, YOU WARRANT THAt YoU HOLD THE COPYRIGHT in, or have the right to transfer ownership of, all Content that you provide, or transmit in connection with the Service AND THAT YOU automatically assign, transfer, and grant to Superheroes.cool, its successors and assigns, the entire right, title, and interest in, and to, the copyright in the Content and any registrations and copyright applications relating thereto and any renewals and extensions thereof, and in and to all works based upon, derived from, or incorporating the Content, throughout the world including any and all rights to authorize or control the exploitation of any Content by any media and means now known or hereafter devised including any and all "moral rights" ordinarily attendant to the Content. Without further obligation to you, we may use, reproduce, edit, change, add to, take from, translate, reformat, or reprocess the Content in any manner.

15. WAIVER OF RIGHTS

Prior Approval: By uploading Content to or through the Site, you waive any rights of prior inspection or approval for any Use authorized in Section 7 above.

Rights of Privacy and Publicity. Notwithstanding our obligation to not to sell, rent, or otherwise distribute your personal information to third parties for their marketing purposes without your explicit consent pursuant to Section  3, you agree and affirm that contributing Content, participating in a Collaboration or Production, You waive any and all rights of privacy, publicity, false light, defamation or any other rights of a similar nature in connection with your Content, or any portion thereof, including, without limitation, your name, likeness, voice, image, and persona or any advertising or publicity relating thereto.

Moral Rights. To the extent permitted by applicable law, you agree to transfer and assign any claims and assertions of any rights throughout the world that may be known as or referred to as “moral rights,” “artist’s rights,” or the like or any other rights of an author to control the use of a work, including how the work is displayed, attributed, distributed or otherwise exploited and/or any right to prevent revisions, alterations or distortions of a work (collectively, “ Moral Rights ”) with respect to any Content you provide to or through the Site. To the extent any Moral Rights that you may have in the Content you upload to or through the Site are not assignable pursuant to applicable law, then to the fullest extent permitted under applicable law, you hereby waive and agree never to support, maintain or permit any action based on any Moral Rights, including, without limitation, any limitation on subsequent modification, that you may have in or with respect to any Content you upload to or through the Site.

Royalty Free License Grant, Union Fees, and Residuals. Except for payments due you pursuant to an accrued Content Creator Share associated with a Product pursuant to  Section 8 above, if any, you (or any other third party) shall not be entitled to any royalties or other fees for any Use, including, by way of example and not limitation, for the right to reproduce sound recordings, images, animations, images in an audiovisual work, storylines, characterizations, or otherwise publicly display any artwork you upload to or through the Site. This also means that you grant Superheroes.cool the right to Use your Content without the obligation to pay any royalties to any third party (e.g., a television, movie, or record production company or publisher) or any agent of any of the foregoing (e.g., a domestic or international performing rights organization (PRO)  such as ASCAP, BMI, PRS, etc.), or any unions or guilds (e.g., DGA, SAG-AFTRA, WGA, etc.). In addition, Superheroes.cool is not a signatory to any union, guild, or other collective bargaining agreement (including, without limitation, SAG/AFTRA, DGA and WGA) and therefore will not pay any minimum fees, residuals, reuse fees, or any other pension, health, and welfare benefits or any other benefits or payments for any Use of any Content submitted or Productions created pursuant to these Terms.

Similar Content. You acknowledge and agree that given the large number of Content Creators contributing Content to the Site, there may be similar or identical Content, Collaborations, or Productions, that have been, or may be, generated and submitted by other Content Creators using the Site, or that may have originated from the Superheroes.cool itself or its affiliates, assigns, or licensees, and that any such materials may embody elements similar to Content provided by you. In such cases, you will not be entitled to compensation because of Superheroes.cool’s monetization, or the monetization by any of its affiliates, assigns or licensees, of similar or identical Content created by third parties who do not use your Content. However, if you believe that any of your Content has been incorporated into a monetized Production without attribution pursuant to Section 7, then you may protest the proposed distribution allocation of the Content Creator Profit Pool associated with the monetized Production and Superheroes.cool, at its sole discretion, may modify the allocation by altering any or all proposed Content Creator Shares based on the protest, or leave the proposed Content Creator Shares unmodified.

16. WARRANTY DISCLAIMER

You understand and agree that THE SERVICE IS PROVIDED ON AN "AS IS, WHERE IS" AND "AS AVAILABLE" BASIS AND THAT SUPERHEROES.COOL ASSUMES NO RESPONSIBILITY OR LIABILITY FOR THE TIMELINESS OF OR THE DELETION OF CONTENT OR THE FAILURE OR INACESSIBLITY OF THE SERVICE. SUPERHEROES.COOL EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, OR ANY WARRANTY THAT: (I) THE SERVICE WILL MEET YOUR REQUIREMENTS; (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; (IV) ANY CONTENT OR INFORMATION YOU PROVIDE OR SUPERHEROES.COOL COLLECTS WILL NOT BE DISCLOSED; OR, (V) ANY ERRORS IN ANY SERVICE WILL BE CORRECTED. YOU AGREE THAT USE THE SERVICE AND THE WEBSITE AT YOUR OWN RISK.

In some jurisdictions, disclaimers of implied warranties are not permitted. In such jurisdictions, some of the foregoing disclaimers may not apply to you as they relate to implied warranties.

17. LIMITATION OF LIABILITY AND RELEASE

YOU EXPRESSLY AGREE THAT SUPERHEROES.COOL WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (COLLECTIVELY, "DAMAGES"), RESULTING FROM: (I) THE USE OR INABILITY TO USE THE SERVICE; (II) DISCLOSURE OF, UNAUTHORIZED ACCESS TO, OR ALTERATION OF, YOUR INFORMATION OR CONTENT; (III) CONTENT YOU SUBMIT, RECEIVE, ACCESS, OR OTHERWISE TRANSMIT THROUGH THE SERVICE; (IV) ANY BREACH OF THIS AGREEMENT BY SUPERHEROES.COOL, OR THE FAILURE OF SUPERHEROES.COOL TO PROVIDE THE SERVICE COMPREHENDED UNDER THIS AGREEMENT; OR, (IV) ANY DEALINGS OR INTERACTIONS YOU HAVE WITH ANY CONTENT PRODUCERS (OR ANY OF THEIR REPRESENTATIVES, AGENTS, ASSIGNS, OR SUBCONTRACTORS). THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

Further, if you have a dispute with one or more Users, you release Superheroes.cool (and our officers, managers, owners, employees, agents, designees, successors, assigns, Users, Content Producers, and suppliers) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of, or in any way connected with, such disputes.

18. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Superheroes.cool, its officers, managers, owners, employees, agents, designees, successors, assigns, Users, Content Producers, and suppliers from and against all losses, liabilities, expenses, damages, claims, demands and costs, including reasonable attorneys' fees and court costs, due to or arising from: (a) Any violation of this Agreement by you; (b) Any misuse of the Service by you or those acting on your behalf; (c) Any intentional or willful violation of the rights of another or any harm you may cause to another. In such cases, Superheroes.cool, and not the indemnifying User, will have sole control of the defense of any such damage or claim.

19. NOTICE

You agree that Superheroes.cool may communicate any notices to you under this Agreement, through electronic mail, regular mail, or by posting notifications on the Website. All notices to Superheroes.cool will be provided by either sending: (i) An email to Superheroes.cool@gmail.com; or, (ii) By first class certified mail addressed to: Superheroes.cool, Inc., _______________________________________________________________________________, Attn: Notices. Such notices will be deemed delivered upon the earlier of the verification of delivery or two (2) business days after being sent.

20. LEGAL DISPUTES

Arbitration – For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than US$10,000, you agree to submit to binding, non-appearance-based, arbitration. The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Content Creator Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by this Agreement, and will be administered by the AAA. If your claim exceeds US$10,000, the parties may mutually agree to binding arbitration, and the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned, written decision sufficient to explain the essential findings and conclusions on which the award is based. If the arbitrator issues you an award that is greater than the value of Superheroes.cool’s last written settlement offer made before an arbitrator was selected (or if Superheroes.cool did not make a settlement offer before an arbitrator was selected), then Superheroes.cool will pay you the amount of the award or US$1,000, whichever is greater. Except as expressly set forth herein, the payment of all filing, administrative, and arbitrator fees will be governed by the AAA Rules.

Forum and Time Bar Regarding Legal Disputes – This Agreement and the relationship between you and Superheroes.cool will be governed by the laws of the State of Texas, U.S.A. notwithstanding the choice of law provisions of the venue where any action is brought, where the violation occurred, where you may be located or any other jurisdiction. You agree and consent to the exclusive jurisdiction of the state or federal courts located in Dallas, Texas and waive any defense of lack of personal jurisdiction or improper venue or forum non conveniens to a claim brought in such court, except that Superheroes.cool may elect, in its sole discretion, to litigate the action in the county or state where any breach by you occurred or where you can be found. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out or related to your use of the Service or this Agreement shall be filed within one (1) year after such claim or cause of action arose or will forever be barred.

Improperly Filed Claims – All claims you bring against Superheroes.cool must be resolved in accordance with this Legal Disputes Section. All claims filed or brought contrary to the Legal Disputes Section shall be considered improperly filed. Should you file a claim contrary to the Legal Disputes Section, Superheroes.cool may recover attorneys' fees and costs up to US$5,000, provided that Superheroes.cool has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.

21. ENTIRE AGREEMENT

This Agreement governs your use of the Service and constitutes the entire agreement between you and Superheroes.cool. It supersedes any prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between you and Superheroes.cool regarding the subject matter contained in this Agreement. Additional terms and conditions may exist between you and third parties, including but not limited to, Content Producers and others. You represent and warrant that those third party agreements do not interfere with your obligations and duties to Superheroes.cool under this Agreement.

22. PROVISIONS REMAINING IN EFFECT

If you are a Content Producer or if you are a Content Creator and in the event your membership with Superheroes.cool is terminated or lapses or you are no longer a user of Superheroes.cool, respectively, certain provisions of this Agreement will continue to remain in effect, including, but not limited to, Section 7, 8, 11, 12, and 14 through 24.

23. LINKS TO THIRD PARTY SITES

Certain links in the Website will let you leave Superheroes.cool’s Website. The linked sites are not under the control of Superheroes.cool and Superheroes.cool is not responsible for the content or functionality of any linked site, or any link contained in a linked site, or any changes or updates to such sites. Superheroes.cool is not responsible for email, text messaging, instant messaging, chat, webcasting or any other form of transmission received from any linked site. Superheroes.cool is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Superheroes.cool of the third party site.

24. MISCELLANEOUS

This Agreement may not be re-sold or assigned by you. If you assign, or attempt to assign, this Agreement, such assignment or attempted assignment will be void and unenforceable. It will not be considered a waiver of Superheroes.cool's rights if Superheroes.cool fails to enforce any of the terms or conditions of this Agreement against you. In the event a court finds a provision in this Agreement to not be valid, you and Superheroes.cool agree that such court should incorporate a similar provision that would be considered valid, with all other provisions remaining valid in the Agreement. No joint venture, partnership, employment or agency relationship exists between you and Superheroes.cool as a result of this Agreement or use of the Service. You acknowledge and agree that each of the Released Parties shall be an intended third party beneficiary of this Agreement.

IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT USE THE SERVICE. BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. THESE TERMS AND CONDITIONS ARE COPYRIGHT 2013, SUPERHEROES.COOL, INC. ALL RIGHTS RESERVED.