This User Generated Content License Agreement ("Agreement") is by and between You Can BEAM, LLC, its subsidiary and affiliated companies, (collectively, “You Can Beam" or "we", "our", or "us") and you or the organization you represent ("you" or “Participant").
Participants agree, represent and warrant to the following:
1. Prohibited Content
Participant 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 You Can Beam, LLC 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. You Can Beam, LLC 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.
2. Maintain Appropriate Rights In Your User Generated Content
With 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 You Can Beam, LLC. (For example, if someone has taken a video of you and your friend, and you submit that video to You Can Beam, LLC 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.
4. Non-Confidentiality of Your User Generated Content
You 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) You Can Beam, LLC 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.
5. Must Be The Age of Majority to Participate
By submitting your User Generated Content to You Can Beam, LLC, 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).
6. Participant's Grant of a Non-Exclusive License to You Can Beam, LLC for Use of User Generated Content; Name and Likeness
Participants retain ownership of Participant's User Generated Content (but excluding any Services Content as defined below), and grant You Can Beam, LLC 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 You Can Beam, LLC content or content tools on the Services ("Services Content"), upon Participant's submission of User Generated Content, Participants irrevocably grant to You Can Beam, LLC, 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 You Can Beam, LLC 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. You Can Beam, LLC 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. You Can Beam, LLC 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. You Can Beam, LLC 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.
7. Participants’ General Release
Participants also irrevocably grant You Can Beam, LLC 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 You Can Beam, LLC, 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 You Can Beam, LLC 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 You Can Beam with the knowledge that it will be relied thereon at substantial cost to You Can Beam, LLC, and Participants agree not to assert any claim against You Can Beam, LLC of any nature whatsoever arising by reason of its use of such User Generated Content.
8. Representations and Warranties; Indemnity
Participant 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.
Participant further represents and warrants that he or she has the right to execute and fully perform this Agreement and that Participant is of the age of majority in his or her state of residence. Participant will defend, indemnify and hold You Can Beam, LLC and its parents, and each of their respective successors, assigns and licensees, harmless from and against: (a) any claims, costs, injuries, losses and damages related to any unauthorized use of the User Generated Content, Services Content (if any) or any breach by Participant of this Agreement; and (b) any third party claims, to the extent relating to any breach of any representation, warranty or covenant made by Participant in this Agreement. Participant further represents and warrants that there are no third party rights organizations that have jurisdiction over any User Generated Content.
9. Information We Collect or Store As You Access and Use the Services
10. Governing Law and Arbitration
This Agreement shall be subject to and governed by the laws of the State of Tennessee, excluding its conflicts of law rules. You agree to ARBITRATE ANY DISPUTES WITH YOU CAN BEAM, LLC and to WAIVE JURY TRIAL and CLASS ACTIONS as more fully set forth at https://youcanbeam.com/pages/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. You Can Beam, LLC 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 You Can Beam, LLC posts it on the Services, or such later date as may be specified in it.