1. ELIGIBILITY

 To upload Your Content to Fayda Digital, You must: (i) register for an account and supply all required information; (ii) be at least 18 years of age (or the age of majority in your state of residence if other than 18) and, if You are providing Uploaded Content on behalf of an organization, You must be an authorized representative of such organization with the authority to bind the organization to these terms and agree to these terms on behalf of such organization; and (iii) Your account must be active and in good standing. Fayda Digital reserves the right to refuse participation to any applicant or participant at any time at its sole discretion.

 2.INCORPORATION BY REFERENCE

The following additional Fayda Digital terms, policies, and guidelines are incorporated herein and form a binding part of this Agreement:

Privacy Policy

General Terms of Use.     

3.FAYDA DIGITAL’S RIGHTS

Fayda Digital solely controls the platform and all its features and functionality and reserves the right to modify, change, or amend the same at all times at its sole discretion.

4.AUTHORIZATION TO UPLOAD

Subject to Your full and timely compliance with all terms and conditions set out in this Agreement, Fayda Digital authorizes You to use its platform to upload your works, i.e., the Uploaded Content.

5.LIMITED LICENSE AND RELEASE

By uploading Your Content via the Fayda Digital platform, you grant Fayda Digital the necessary rights to review, convert, store, and use the Uploaded Content on a non-exclusive, worldwide basis solely for copyright protection purposes.

Fayda Digital will treat Uploaded Content as confidential information and will not allow users to access any portion of it without further written notice from You. Fayda Digital will use industry-standard measures to protect the security of Uploaded Content. 

6. RESERVATION OF RIGHTS

Subject to the licenses granted herein, You retain all of Your ownership rights in the Uploaded Content.                    

7. COMPLIANCE WITH DMCA (17 U.S.C. 512)

You acknowledge that Fayda Digital complies with the Digital Millennium Copyright Act (“DMCA”), 17 U.S.C. 512, including its counter-notification provisions.

8. CONFIDENTIALITY

You agree not to disclose the Confidential Information of Fayda Digital without prior
written consent. “Confidential Information” includes: (a) software, technology,
specifications, guidelines, documentation, or other materials relating to the Fayda Digital
Platform; (b) rates or statistics related to the platform; and (c) any other information
designated as “confidential” or an equivalent designation, whether orally or in writing.
You may accurately disclose the amount of Fayda Digital’s gross payments to You.    

9. TERM AND TERMINATION

9.1 Term. The term of this Agreement commences on the date You upload Your
Uploaded Content and will continue until terminated according to this Section 9.2
(“Termination”). 

9.2 Termination. Fayda Digital may, without cause, liability, or prior notice to You, immediately terminate this Agreement or suspend your upload privileges at any time. You may terminate this Agreement by sending a notification of intended termination through electronic mail. The Agreement will be deemed terminated by You thirty (30) business days after Fayda Digital’s receipt of such notification.

9.3 Effect of Termination. Upon termination of this Agreement, any provision which, by its nature or express terms, should survive will survive such termination or expiration.

 10. YOUR REPRESENTATIONS AND WARRANTIES  

You should only include works in Uploaded Content if you are the publisher of record or author for such works and have the necessary authority, right, or permission to use and to authorize Fayda Digital to use such works in the manner contemplated by this Agreement. 

  11. FAYDA DIGITAL DISCLAIMER OF WARRANTIES

You understand that no automated system is perfect and that copies of Uploaded Content may still appear on Fayda Digital even after You have uploaded them. You agree that Fayda Digital does not and cannot guarantee that copies of Uploaded Content or portions thereof will never appear on its platform after You have uploaded them. Accordingly, Fayda Digital, and its affiliates, partners, and suppliers, disclaim all warranties, statutory, express, or implied.

12. RELATIONSHIP OF THE PARTIES

The parties are independent contractors. This Agreement does not constitute a partnership, joint venture, or employee-employer relationship. No party shall have any right to obligate or bind any other party in any manner. This Agreement is not intended to give any rights to any third parties. Rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided at law or in equity.

13. CUSTOMER SERVICE

For assistance with questions regarding this Agreement, You can email us. Responses will be provided as soon as possible.

14. MISCELLANEOUS

Fayda Digital may freely assign this Agreement in connection with any merger, spin-out,
consolidation, reorganization, or sale of all or substantially all of its assets. This
Agreement benefits and binds the Parties’ permitted assignees, transferees, and
successors. It is governed by and construed in accordance with the laws of the state of
California. If any provision of this Agreement is determined to be invalid, illegal, or
unenforceable, such determination will not impair the validity, legality, or enforceability of
the remaining provisions. A waiver of any provision of this Agreement will only be valid if
provided in writing. The failure by either Party to insist upon the strict performance of this
Agreement will not act as a waiver of any right, promise, or term, which will continue in
full force and effect.