This User Generated Content License Agreement ("Agreement") is by and between August Uncommon Tea LLC, its subsidiary and affiliated companies, including without limitation its subsidiaries and affiliates (collectively, "August" or "we", "our", or "us") and you or the organization you represent ("you" or "Participant").
Participants agree, represent and warrant to the following:
Prohibited ContentParticipant shall not submit any User Generated Content that:
a. is known by you to be false, inaccurate or misleading;
b. that infringes any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
c. that violates any law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);
d. that is, or may reasonably be considered to be abusive, illegal, defamatory, libelous, indecent, hateful, racially or religiously biased or offensive, slanderous, indecent, obscene, pornographic, sexually explicit, unlawfully threatening or unlawfully harassing to any individual, partnership or corporation in any way; or that encourages anyone to break any local, state, national or international law;
e. that is or contains advertising, promotional material or promotes a product, service or other commercial activity;
f. that impersonates or attempts to impersonate August or any of its employees, another user, or person or entity (including, without limitation, the use of email addresses associated with any of the foregoing);
g. that includes any information that references other websites or personally identifiable information (e.g., first and last name, addresses, email addresses, contact information or phone numbers); or
h. that contains any computer viruses, worms, Trojan horses, spyware or other potentially damaging technologies, computer programs or files or malicious code that could impact the operation of our websites, mobile apps, and related services (collectively, the "Services") or any computer or other device.
We reserve the right, but have no obligation, to take any legally available action that we deem appropriate, in our sole discretion, including, without limitation, editing, removing, deleting, taking down or otherwise erasing your User Generated Content at any time without notice for any reason whatsoever. However, we are not obligated to take any action not required by law. We are not responsible or liable for the conduct or content of any user. We reserve the right, but have no obligation, to monitor or become involved in disputes between you and other users. For purposes of certainty, Participant may not make any commercial, or any other, use of the Services. August reserves the right in its sole and absolute discretion, to remove without notice, or refuse to post in the first instance, any User Generated Content.
Maintain Appropriate Rights In Your User Generated ContentWith respect to all User Generated Content that you seek to post, you represent and warrant that the material is either fully original to you or that you have all the necessary rights, licenses, clearances and consents needed from third parties in order for you to submit your User Generated Content (including but not limited to all copyright and right of publicity and privacy rights) for you to comply with the terms of this Agreement. Your User Generated Content should not contain any visible logos, phrases, or trademarks that belong to third parties. Do not use any User Generated Content that belongs to other people and pass it off as your own; this includes any content that you might have found elsewhere on the Internet or other source. If anyone contributes to your User Generated Content or has any rights to your User Generated Content, or if anyone appears in the User Generated Content, then you must also have their permission to submit such User Generated Content to August. (For example, if someone has taken a video of you and your friend, and you submit that video to August as your User Generated Content, then you must obtain your friend's and the photographer's permission to do so.) We may require, at any time, proof of the permissions referred to above in a form acceptable to us. Failure to provide such proof may lead to, among other things, such User Generated Content being removed from the Services.
Non-Confidentiality of Your User Generated ContentYou agree that (a) your User Generated Content will be treated as non-confidential – regardless of whether you mark them "confidential," "proprietary," or the like – and will not be returned, and (b) August does not assume any obligation of any kind to you or any third party with respect to your User Generated Content. You acknowledge that the Internet and mobile communications may be subject to breaches of security and that you are aware that submissions of User Generated Content may not be secure, and you will consider this before submitting any User Generated Content and do so at your own risk.
No Unsolicited SubmissionsPlease do not submit unsolicited ideas or suggestions to the Services. Please keep in mind that we do not seek any unsolicited ideas or materials for products or services including, without limitation, ideas, concepts, inventions, or designs for theme park rides, music, web sites, apps, books, scripts, screenplays, motion pictures, television shows, theatrical productions, software or otherwise (collectively, "Unsolicited Ideas and Materials"). Any Unsolicited Ideas and Materials you post on or send to us via the Services are deemed User Generated Content and licensed to us as set forth in this Agreement. August's receipt of your Unsolicited Ideas and Materials is not an admission by August of their novelty, priority, or originality, and it does not impair August's right to contest existing or future intellectual property rights relating to your Unsolicited Ideas and Materials. Each Participant acknowledges that other participants may have created ideas and concepts that may have familiarities or similarities to his/her own User Generated Content, and that he/she will not be entitled to any compensation or right to negotiate with August because of these familiarities or similarities. Notwithstanding any custom and practice to pay an individual for an idea (if any), nothing herein shall create an implied or express contract or other obligation to compensate you for your User Generated Content or for any of your ideas or materials in any communications with August, whatsoever.
Must Be The Age of Majority to ParticipateBy submitting your User Generated Content to August, you confirm that you are at least the age of majority in your state of residence (which is eighteen (18) in most states but is nineteen (19) in Alabama and Nebraska and twenty-one (21) in Mississippi).
Participant's Grant of a Non-Exclusive License to August for Use of User Generated Content; Name and LikenessParticipants retain ownership of Participant's User Generated Content (but excluding any Services Content as defined below), and grant August and all other users of this Services a non-exclusive, worldwide license as detailed below. As consideration for participation in the User Generated Content Program ("Program") and use of any August content or content tools on the Services ("Services Content"), upon Participant's submission of User Generated Content, Participants irrevocably grant to August, and each of its licensees, sublicensees (including all other users of the Services), successors and assigns, the non-exclusive, assignable, sub-licensable, worldwide, perpetual, royalty-free, no-cost license and right to use and otherwise exploit Participant's User Generated Content, in whole or in part, and all Participant social profile information, code, content, content descriptions, and other materials depicted therein, in whole or in part, in any manner or medium now or hereafter known or devised, including on the Internet and in advertising and promotion of the Services and of August and its products and services, throughout the universe and in any and all languages without the requirement to make payment to you or to any third party or the need to seek any third party permission. August will have the right to make unlimited derivative works therefrom, to assign or transfer any or all such rights and to grant unlimited, multiple-level sublicenses with no obligations to you, whether financial, credit, approval of changes or otherwise. Participants hereby forever waive and relinquish all so-called "moral rights (droit moral)" now or hereafter recognized. August may, at no cost or expense to you, process your User Generated Content for playback over the Internet, in print or on television or direct playback on prepared files. August shall have and retain all right, title and interest in and to the data resulting from such processing ("Digital Files"), including without limitation, encoding, compressing, formatting, and processing of audio and video data.
TrademarksIn addition, Participants agree that August shall have the sole discretion in determining the extent and manner of the use of the User Generated Content, and all elements thereof, in whole or in part, and that August is not obligated in any way to use or exploit same or anything else granted herein or any portion thereof in any medium or any manner. You agree that all goodwill that arises in connection with your use of August's trademarks inures exclusively to August and agree not to challenge August's ownership or control of any August trademarks, nor use or adopt any trademarks that might be confusingly similar to such August trademarks.
Participants’ General ReleaseParticipants also irrevocably grant August the perpetual, royalty-free and worldwide right to use their name, voice, likeness, image, photograph, biographical material, logos, marks or trade names, or other information provide or obtained, including without limitation, the right to publicly display, publicly perform, distribute, and reproduce the User Generated Content, name, voice, likeness, social profile information and biographical material, in connection with the Services, the Program, in derivative works thereof, and in any advertising, publicity and exploitational material for purposes of advertising or promoting August, its products and/or services. Participants agree that no money will be owing to any party as a result of the posting of the User Generated Content or its use as contemplated by the Services and this Agreement or for any telecast or other exploitation of the User Generated Content or any rights therein, whether as part of the Services or otherwise. Participants also agree that neither August nor its agents shall be responsible for the return or preservation of User Generated Content submitted or any elements thereof. This permission is given to August with the knowledge that it will be relied thereon at substantial cost to August, and Participants agree not to assert any claim against August of any nature whatsoever arising by reason of its use of such User Generated Content.
Representations and Warranties; IndemnityParticipant hereby represents and warrants that his or her contribution to User Generated Content:
- are wholly original with Participant and are not a copy or imitation of any other material;
- will not infringe or violate any right whatsoever, including, without limitation, any personal rights (e.g., defamation, publicity, privacy, false light, moral right, etc.) or any property rights (e.g., copyright, trademark, right to ideas, etc.) of any person or entity; and
- are not the subject of any threatened or pending litigation, claim or dispute that might give rise to litigation, which adversely affects or in any way prejudices, impairs or diminishes the rights granted hereunder or the value thereof.
Information We Collect or Store As You Access and Use the Services
Governing Law and ArbitrationThis Agreement shall be subject to and governed by the laws of the State of California, excluding its conflicts of law rules. You agree to ARBITRATE ANY DISPUTES WITH AUGUST and to WAIVE JURY TRIAL and CLASS ACTIONS as more fully set forth in our Terms of Service, which terms govern this Agreement as if fully incorporated into this Agreement (except that if there is a conflict between this Agreement and those terms, this Agreement will govern such conflict). You agree to comply with all applicable laws, rules and regulations. August reserves the right to modify this Agreement, at any time without prior notice ("Updated Agreement"). You agree that we may notify you of the Updated Agreement by posting it on the Services so that it is accessible via a link on the Services, and that your use of the Services after we post the Updated Agreement (or engaging in such other conduct as we may reasonably specify) constitutes your agreement to the Updated Agreement. Therefore, you should review this Agreement on a regular and frequent basis. The Updated Agreement will be effective as of the time that August posts it on the Services, or such later date as may be specified in it.