Outdoor Afro App UGC License Agreement

 

Outdoor Afro UGC License Agreement (Version 1.0)

You are reading this because Outdoor Afro, Inc. (“Outdoor Afro”) has commented on your social media post or otherwise requested your permission to use and share your social media content. Please carefully review the terms related to such proposed use below. If you agree with these terms, please return to your social media account and reply to our comment with the hashtag set forth at the bottom of this Agreement (the “Hashtag”). When you reply to our comment using the Hashtag you hereby agree that you have read, understand, and agree to be bound by this User-Generated Content Agreement (this “Agreement”), and that Outdoor Afro may use your social media post, including content associated therewith, such as your social media handle, photos, or username (collectively, “Your UGC”), as set forth in this Agreement. Outdoor Afro reserves the right to alter this Agreement without advance notice to you by posting a revised version.Accordingly, you should review this Agreement each time you agree to grant us permission to use Your UGC.

USER GENERATED CONTENT LICENSE

You hereby grant to Outdoor Afro and its affiliates, agents, licensees, third-party service providers, representatives, successors and assigns (the “Licensed Parties”) a worldwide, perpetual, irrevocable, royalty-free, fully-paid, non-exclusive, transferable, sublicensable right to use Your UGC in any manner to be determined in the Licensed Parties’ sole discretion, including in any and all marketing, promotional and advertising initiatives, and in any media now or hereafter known. The Licensed Parties may use, display, reproduce, distribute, transmit, create derivative works from, combine with other materials, alter and/or edit Your UGC in any manner in their sole discretion, with no obligation to you whatsoever. You grant the Licensed Parties the right to use your username, real name, image, likeness, descriptions of you, location or other identifying information in connection with any use of Your UGC.

You represent and warrant that (i) you are at least 18 years of age and capable of forming binding contracts; (ii) you are the person who appears in Your UGC or, if anyone else appears recognizably in Your UGC, you further represent and warrant that you have the authority to grant all applicable rights set forth herein on behalf of such person(s); (iii) you are the owner of Your UGC and have the authority to grant the rights being granted herein, and that no one else’s permission is required to grant such rights; (iv) any statements, remarks or claims contained or depicted in Your UGC reflect your honest views and experiences, and Your UGC discloses any material connections you have to any brands, products or services that appear in or are referenced in Your UGC (including without limitation if you are an employee of, paid influencer for, or recipient of free products/services from any such brands); (v) the Licensed Parties’ use of Your UGC as described herein will not violate the rights, including but not limited to copyright, trademark, patent, trade secret, privacy, publicity, moral, proprietary or other rights, of any third party, or any law, rule or regulation, and (vi) Your UGC is not libelous, defamatory, obscene, pornographic, abusive, indecent, threatening, harassing, hateful, or offensive or otherwise unlawful.

RELEASE; INDEMNIFICATION

You hereby release, discharge and agree to hold the Licensed Parties, and any person acting on their behalf, harmless from any liability related in any way to the Licensed Parties’ use of Your UGC, including without limitation arising out of any breach or alleged breach by you of this Agreement. Your UGC is deemed public information and the Licensed Parties have no obligation to maintain the confidentiality of any information contained in Your UGC, except pursuant to the Licensed Parties’ respective privacy policies. In no event shall you have any right to seek or obtain injunctive or other equitable relief with respect to the Licensed Parties’ use of Your UGC, or exploitation of the rights granted herein. Your rights and remedies in any such event shall be strictly limited to the right to recover damages, if any, in an action at law. You acknowledge that you have no right to approve the Licensed Parties’ use of Your UGC. To the maximum extent possible, you hereby waive any and all rights you may have (or claim to have) under any law relating to “moral rights of authors” or any similar law in any jurisdiction, or as a result of any alleged violation of such rights. You agree not to institute any action on the ground that any changes, deletions, additions, or other uses of Your UGC violate such rights. You agree take all actions reasonably requested by Outdoor Afro to effectuate, perfect or evidence the license and rights granted by you to Outdoor Afro in this Agreement.

ADDITIONAL TERMS

The rights granted in this Agreement are in addition to (not in lieu of) (i) the fair use rights Outdoor Afro may have as a member of the general public absent this Agreement, (ii) the usage rights contemplated in Section 6 of the Outdoor Afro Terms of Service located at https://outdoorafro.org/app-terms (the “Terms of Service”), which are incorporated into this Agreement, and (iii) Outdoor Afro’ Privacy Policy, located at https://www.outdoorafro.org/app/privacy. To the extent of any conflict or inconsistency between this Agreement and the Terms of Service, this Agreement will govern. If any court of competent jurisdiction rules that any provision of this Agreement is invalid, then that provision will be removed without affecting the rest of the Agreement, leaving the rest of the Agreement in full force and effect. This Agreement, and any action or claims arising hereunder, shall be governed by and construed in accordance with the laws of California, without regard to any conflict of law principles. This Agreement is personal to you and may not be assigned or transferred by you for any reason whatsoever without Outdoor Afro’s prior written consent; and any such assignment or transfer in violation of the foregoing shall be null and void. Any failure by Outdoor Afro to exercise or enforce any legal right or remedy which is contained in this Agreement, or which Outdoor Afro has the benefit of under applicable law, will not be taken to be a waiver of Outdoor Afro’s rights, and those rights or remedies will remain available to Outdoor Afro.

By commenting on information posted in the Outdoor Afro, uploading or authoring content for or in the Outdoor Afro App, you indicate that you have read, understand, and agree to be bound by this Agreement.