Social Media Agreement
Please read this license agreement carefully. It contains important information that affects your legal rights. By responding to Kiddazzle, Inc.’s photo rights request with the hashtag #mykiddazzles, or any other hashtag’s used by Kiddazzle, Inc., you agree to be bound by the terms of this Social Media Agreement (hereinafter “License Agreement”).
“Content” means photographs, text, graphics, moving images, sound, illustrations or any other materials or information, including any associated metadata or location information, and including, without limitation, ideas contained therein for new or improved products and services, that you submit to Kiddazzle, Inc. by any means, including, but not limited to, social media sites including Instagram, Facebook, Pinterest and Twitter, e-mail, correspondence, forums, now know or hereinafter developed (collectively, “Content”). For further clarification, Content also includes any profile information you allow Kiddazzle, Inc. to access from third party social media platforms (such as Instagram, Facebook, Pinterest and Twitter) in accordance with the authorization procedures determined by the platform.
You may be viewing this license agreement on a small screen. If so, here are the highlights of the License Agreement below. However, it is your responsibility to ensure you have read this entire License Agreement.
· You own the Content. Nothing in this license agreement changes that.
· You are giving Kiddazzle, Inc. a license to use the Content on Kiddazzle, Inc.’s website and social media pages and other marketing materials without attribution.
· You are also giving Kiddazzle, Inc. a license to use your name and image and other biographic material in conjunction with the Content.
· You have all the rights from third parties for your Content and nothing in the Content is inappropriate or defamatory.
· You are releasing Kiddazzle, Inc. from any liability and you promise not to sue Kiddazzle, Inc. for its use of the Content as described.
1. You represent that you are at least the age of majority in your state or province of residence.
2. You represent and warrant that you:
a. own and control all rights, title and interest in and to the Content you license or that you otherwise have all rights, permissions and consents necessary to post and use such Content (including, but not limited to, the right to use names, images and likenesses of any third party referenced or appearing in the Content);
b. have all rights necessary to provide Kiddazzle, Inc. and its affiliates, agents, representatives, licensees and assigns (collectively, “Kiddazzle”) with the license and rights set forth herein; and
c. have complied with all applicable laws and regulations associated with acquiring and/or producing the Content.
3. You hereby grant to Kiddazzle a non-exclusive, royalty-free, worldwide, perpetual, irrevocable and fully sub-licensable license, to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, transmit, perform and publicly use and display the Content you submit to Kiddazzle, including in connection with the Kiddazzle website, and Kiddazzle social media pages, and for other Kiddazzle advertising and marketing purposes, including but not limited to social media and websites for any purpose, including for promotional and publicity purposes. Kiddazzle may display advertisements in connection with your Content or on pages where your Content may be viewed by you or others, and we may use your Content to advertise and promote Kiddazzle, or the Site. Kiddazzle may use your Content with or without attribution, at the sole discretion of Kiddazzle. For purposes of clarification and not limitation, (a) this license includes, and you expressly consent to, Kiddazzle’s right to use and publicly display your name, image, likeness and persona; and (b) nothing in this license transfers your ownership of the Content to Kiddazzle. We may exercise our rights anywhere in the world.
4. Nothing in this license requires Kiddazzle to use or publish your Content in any specific way or on a specific platform or use or publish your Content at all.
5. You understand that you will not be paid or compensated in any manner for Kiddazzle’s use of your Content as described in this License Agreement. Each of us will bear our own expenses associated with this License Agreement.
6. You agree to take any actions (including execution of documents) reasonably requested by Kiddazzle to effect, perfect or evidence the representations and/or licenses and rights set forth in this License Agreement.
7. You agree that you will not submit Content that:
a. infringes any patent, trademark, trade secret, copyright or other intellectual or proprietary right of another;
b. includes material that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, violent, harassing, threatening, abusive, inflammatory, fraudulent or otherwise objectionable;
c. displays, describes or encourages the use of a product or service that could be offensive, inappropriate or harmful to Kiddazzle, or any other person, or depicts the use of a product in a manner that is contrary to any instruction or warnings relating to the product;
d. impinges upon or violates the publicity, privacy or data protection rights of others; or
e. makes or includes false or misleading statements, claims or depictions about a person, company, product or service.
8. Without limiting the foregoing, you agree that in conjunction with the production of your Content, you have not inflicted emotional distress or abuse on other people, have not publicly humiliated other people, have not assaulted, stalked or threatened other people, have not entered onto private property without permission, have not impersonated any other person or misrepresented your affiliation, title, or authority, and have not otherwise engage in any activity that may result in injury, death, property damage, and/or liability of any kind. Kiddazzle will reject and/or remove any Content in which Kiddazzle believes, in its sole discretion, that any such activities have occurred.
9. To the fullest extent allowed by law, you agree to release, discharge, defend, hold harmless and indemnify Kiddazzle, Inc. and its parent, subsidiaries, affiliates, partners, officers, directors, shareholders, employees, agents, licensors, service providers, contractors, subcontractors, suppliers, interns, consultants, representatives, and any other person acting under Kiddazzle Inc’s permission or authority, from any liability, claim, damage, judgment, injury, cost, loss, causes of action, demand, expense (including, but not limited to, legal, accounting and professional fees), direct or indirect, by virtue of any use or publication (including as set out in paragraph 3 herein) of the Content you submit, in any manner whatsoever, including the name, image, likeness, persona or other information you provide in connection with such Content.
10. You further agree to waive any rights to injunctive relief you may have in connection with this License Agreement.
11. You agree that you will have no recourse against Kiddazzle, Inc. for any alleged or actual infringement or misappropriation of any proprietary right in your Content.
12. Kiddazzle reserves the right, at it’s sole discretion, to update, change or replace any part of License Agreement at any time by posting updates and/or changes to this License Agreement. You agree that it is your responsibility to monitor changes to this License Agreement before providing Content.
13. This is the entire agreement between you and Kiddazzle in relation to the Content you are licensing.
14. In the event that any provision of this License Agreement is determined to be unlawful, invalid, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from the balance of this License Agreement. Any terms which are deemed to be unlawful, invalid, void or unenforceable shall not affect the validity and enforceability of any other remaining terms
15. Nothing herein will be interpreted as a waiver of Kiddazzle’s rights to the Content under federal and state common law and statutes (such as rights of public domain and fair use).
16. The failure of Kiddazzle to exercise or enforce any right or provision of this License Agreement shall not constitute a waiver of such right or provision.
17. This License Agreement shall be governed by the laws of the Province of Ontario, and federal laws of Canada, as applicable. You consent and submit to the exclusive jurisdiction of the courts located in the City of Toronto, in the Province of Ontario, Canada, in all disputes arising out of or relating to this License Agreement.