User Upload Instructions

User Upload Instructions

Provider Name:    Recipient Name:    Effective Date:

Recitals

WHEREAS, Provider operates systems and processes to receive, store, and manage digital content and related metadata, and offers uploading services to authorized users; and

WHEREAS, Recipient requires a defined procedure for submitting digital materials to Provider, including technical specifications, metadata standards, and legal assurances regarding rights and compliance; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree to the following instructions and terms governing user uploads.

Scope of Work

Upload Specifications

Acceptable file types (select all applicable): PDF DOCX JPG/PNG/TIFF MP4/MOV Other   Specify other:

All uploads must be scanned for viruses and malware prior to submission. Provider may reject or quarantine any file that fails security checks or materially deviates from the specifications set forth herein.

Representations, Warranties and License

By uploading content, Recipient represents and warrants that Recipient has all necessary rights, consents, and permissions to submit the content and to grant Provider the non-exclusive, worldwide, royalty-free license to store, display, reproduce, and distribute the content as necessary to provide the services described in this Agreement. Recipient shall not upload content that infringes third-party intellectual property rights, violates applicable law, or contains unlawful material.

Payment Terms

Term and Termination

Term start date:    Term end date:

Either party may terminate for material breach if the breach is not cured within the notice period. Provider may suspend the acceptance of uploads immediately if files pose a security risk, are unlawful, or materially fail to meet the specifications.

Confidentiality and Data Handling

Each party shall treat non-public information received in connection with uploaded content as Confidential Information. Confidential Information shall not include information that is publicly known, independently developed without reference to Confidential Information, or rightfully received from a third party without restriction.

Provider will maintain reasonable administrative, technical, and physical safeguards to protect uploaded content. Provider is permitted to retain backups and audit logs as required for business continuity and compliance, subject to data retention terms below.

Compliance and Liability

Recipient shall comply with all applicable laws, regulations, and third-party terms governing the content uploaded. Provider shall not be liable for Recipient's failure to obtain rights or for content taken down due to third-party claims.

To the extent permitted by law, Provider's total liability arising out of or related to this Agreement shall not exceed the fees paid to Provider under this Agreement during the twelve (12) month period preceding the claim, unless the parties expressly agree otherwise in writing.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

Entire Agreement

This Agreement, including these User Upload Instructions and any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written.

Acknowledgment

By signing below, each party acknowledges that it has read, understands, and agrees to be bound by these User Upload Instructions and the related terms set forth in this Agreement.

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