User-Generated Content Terms of Use
IN COMMON Beauty LLC (together with its affiliates and assigns, “IN COMMON”) reaches out to social media users to seek their permission to feature our favorite content on various sites, social channels and various promotional materials. You are reading this because IN COMMON has reached out to request your permission to use that content created and publicly posted by you (hereafter the “User Generated Content”) in this way and these Terms of Use for User Generated Content (“UGC Terms of Use”) shall govern such use.
IMPORTANT NOTICE – THIS IS A BINDING CONTRACT
By replying #YESINCOMMON, YOU (“you”/ “your”) ARE ENTERING INTO AN AGREEMENT WITH IN COMMON AND AGREE TO BE BOUND BY THESE UGC TERMS OF USE, WITHOUT LIMITATION OR QUALIFICATION. IN COMMON RESERVES THE RIGHT TO MODIFY THESE UGC TERMS OF USE BY POSTING NEW VERSIONS THEREOF, AS WELL AS THE RIGHT TO PROVIDE ADDITIONAL NOTICE OF MATERIAL CHANGES, WHICH MODIFICATIONS AND CHANGES WILL BE EFFECTIVE IMMEDIATELY.
LICENSE AND RIGHTS
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, you hereby irrevocably grant to IN COMMON, as well as its respective licensees, successors, assigns, and third-party service providers, and their respective retail partners, marketing or public relations agencies and other affiliates (collectively, the “Licensed Parties”), a worldwide, perpetual, fully-paid, royalty-free, transferable, sub-licensable right to use your User Generated Content in any manner to be determined in the Licensed Parties’ sole discretion, including but not limited to on webpages and social media pages operated by the Licensed Parties, in promotional e-mails and advertisements, and in any and all other marketing, promotional and advertising initiative, 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 User Generated Content 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, including but not limited to your voice, in connection with any use of your User Generated Content. You understand and acknowledge that IN COMMON may modify the User generated Content for formatting, integration or other purposes, however, such modifications shall not materially distort such User Generated Content. No advertisement, promotional medial or other material in any media containing your Name and/or Likeness related to the User Generated Content need be submitted to you for any further approval for use by the Licensed Parties.
You acknowledge and agree that (i) the User Generated Content was created by you and that you own or control all rights in such User-Generated Content, such that you have all necessary licenses, rights, consents and permissions to publish the User Generated Content and to grant the rights granted herein, including permission from all person(s) appearing in your User Generated Content; (ii) you are not a minor; (iii) you have the full right, power and authority to grant the rights described in these UGC Terms of Use; (iv) the exercise by IN COMMON of its rights under these UGC Terms of Use will not violate the rights of any third party or any applicable laws, rules or regulations, including, without limitation, consumer protection, privacy and trade laws; and (v) the User Generated Content does not contain any worms, viruses or other harmful code.
LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN COMMON, ANY THIRD PARTY SUBLICENSEE OF IN COMMON, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS AND AGENTS, ARE NOT LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, PUNITIVE OR SIMILAR DAMAGES ARISING OUT OF OR RESULTING FROM THESE UGC TERMS OF USE, INCLUDING WITHOUT LIMITATION, DAMAGES FOR HARM TO BUSINESS, LOST PROFITS, LOST SAVINGS, OR LOST REVENUES, HOWEVER SUCH DAMAGES ARE CAUSED AND WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY. THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH INJURY, DAMAGES, LOSSES OR EXPENSES.
IN THE EVENT THE USER GENERATED CONTENT CAUSES ANY TECHNICAL DISRUPTION, YOU AGREE TO BE RESPONSIBLE FOR ANY AND ALL LIABILITIES AND COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES AND EXPENSES) ARISING FROM ANY AND ALL CLAIMS BROUGHT BY THIRD PARTIES BASED UPON SUCH TECHNICAL DISRUPTIONS. WITHOUT LIMITING THE FOREGOING, YOU SHALL BE SOLELY LIABLE FOR ANY DAMAGES, LOSSES, COSTS OR EXPENSES ARISING OUT OF INFRINGEMENT OF PROPRIETARY RIGHTS OR ANY OTHER HARM ARISING FROM THE USER-GENERATED CONTENT.
INDEMNITY & RELEASE
(a) You agree to indemnify, defend and hold IN COMMON, its agents, suppliers, licensees, successors, or assigns, and/or its and their respective officers, directors, employees, contractors and agents (collectively, the "Indemnified Parties") harmless from and against any and all damages, liability, claims, actions, demands and costs (including, without limitation, reasonable attorneys’ fees and costs of settlement) arising out of any breach by you of these UGC Terms of Use.
(b) Without limiting anything set out above, you hereby release each of the Indemnified Parties from all damages, liability, claims, actions, demands and costs of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with these UGC Terms of Use. If you are a California resident, you expressly waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
TERMINATION
These UGC Terms of Use are effective until terminated by IN COMMON, with or without notice to you. Those terms and conditions of these UGC Terms of Use that, by their nature, are intended to survive termination (e.g., Limitation of Liability, Indemnity and Release) shall so survive.
ENTIRE AGREEMENT/WAIVER
These UGC Terms of Use are governed by the laws of the State of Florida. You hereby consent to personal jurisdiction and venue in the state and federal courts located in Miami-Dade, Florida.
These UGC Terms of Use constitute the entire agreement between you and IN COMMON with respect to the User Generated Content. The failure of IN COMMON to exercise or enforce any right or provision of these UGC Terms of Use shall not constitute a waiver of such right or provision. If any provision of these UGC Terms of Use is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these UGC Terms of Use, which shall remain in full force and effect. You agree that, regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to these UGC Terms of Use must be filed within one (1) year after such claim or cause of action arose. These UGC Terms of Use and any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these UGC Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
If requested, you will sign any documentation in such manner and at such location as may be required to protect, perfect or enforce any of the rights you have granted to IN COMMON under these UGC Terms of Use.
