1. General provisions
This User-Generated Content License Agreement (“Agreement”) is by and between SHOKZ(SINGAPORE)PTE.LTD and its affiliates. (“Shokz”, “we”, “our”, or “us”) and you or the organization you represent (“you”, “your” or “USER”).
These terms and conditions of the Agreement apply to our use of any words, pictures, images, data, video, information or any other user-generated content (the “User Generated Content” or “UGC”) that you upload, post, or share via Shokz’s website, e-mail, mobile apps, social media pages, or other related services (the “Services”) or via third-party websites and platforms including but not limited to Instagram, Facebook, YouTube and Twitter (the “Third Party Platforms”).
Shokz reaches out to USERs of Services and Third Party Platforms to seek their permission to feature our favorite UGC on elsewhere on the internet. You are reading this because Shokz has requested your permission to use your UGC.
2. Ways of providing consent (permission) to our use of your UGC
We will contact you on the relevant Third Party Platform, Shokz platform, or another platform, which provides Services, to ask for your explicit consent to use your UGC. You could provide us with your explicit consent such as #YesShokz. If we do not receive your response within 7 days from the date we contacted you, we will assume that you do not consent to our use of your UGC and your UGC will not be used by us.
3. By consenting to our use of your UGC, you agree to provide Shokz with the license on the following terms and conditions
3.1. Licensed Parties. USERs retain ownership of USER’s UGC (but excluding any ownership related to Services). At the same time, USERs agree to grant a license (as detailed below) to Shokz and its executives, employees, related companies, agents, licensees, sublicensees, contractors, successors, legal representatives, assigns, third-party service providers and their respective retail partners, marketing or public relations agencies and other affiliates, and all other users of the Services (the “Licensed Parties”).
3.2. LICENSE OF UGC. ONCE USER ALLOWS US TO USE USER’S USER GENERATED CONTENT BY PROVIDING US WITH THE CONSENT, USER IRREVOCABLY GRANTS TO THE LICENSED PARTIES THE NON-EXCLUSIVE, ASSIGNABLE, SUB-LICENSABLE, WORLDWIDE, PERPETUAL, ROYALTY-FREE, NO-COST LICENSE AND RIGHT TO USE AND OTHERWISE EXPLOIT USER’S USER GENERATED CONTENT, IN WHOLE OR IN PART, AND ALL USER 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, IN ANY COMMERCIAL MANNER, AND IN ADVERTISING AND PROMOTION OF SHOKZ AND ITS PRODUCTS AND SERVICES, THROUGHOUT THE WORLD 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.
3.3. THE LICENSE OF NAME AND LIKENESS. USER ALSO IRREVOCABLY GRANTS THE LICENSED PARTIES 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 PROVIDED OR OBTAINED (“NAME AND LIKENESS”), INCLUDING WITHOUT LIMITATION, THE RIGHT TO PUBLICLY DISPLAY, PUBLICLY PERFORM, DISTRIBUTE, AND REPRODUCE THE UGC, NAME, VOICE, LIKENESS, SOCIAL PROFILE INFORMATION AND BIOGRAPHICAL MATERIAL, IN CONNECTION WITH THE SERVICES, THE USER GENERATED CONTENT, IN DERIVATIVE WORKS THEREOF, AND IN ANY ADVERTISING, PUBLICITY AND EXPLOITATION MATERIAL FOR PURPOSES OF ADVERTISING OR PROMOTING SHOKZ, ITS PRODUCTS AND/OR SERVICES.
3.4. No fees or obligations to return. USER agrees that no money will be owing to any party as a result of the posting of the UGC or its use as contemplated by the Services and this Agreement or for any use, distribution, or other exploitation of the UGC or any rights therein, whether as part of the Services or otherwise. USER also agrees that the Licensed Parties shall not be responsible for the return or preservation of UGC submitted or any elements thereof. This permission is given to the Licensed Parties with the knowledge that it will be relied thereon at substantial cost to the Licensed Parties, and USER agrees not to assert any claim against the Licensed Parties of any nature whatsoever arising by reason of its use of such UGC.
3.5. Shokz’s lack of Obligations. 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 UGC at any time without notice for any reason whatsoever.
3.6. Non-Confidentiality of UGC. You agree that your UGC will be treated as non-confidential – regardless of whether you mark them “confidential,” “proprietary,” or the like – and will not be returned, and the Licensed Parties have no obligation to maintain the confidentiality of any information, in whatever form, contained in any submission, except pursuant to the Licensed Parties’ respective privacy policies.
4. Representations, warranties, and indemnity
4.1. READ AND AGREE. BY PROVIDING CONSENT TO USE YOUR UGC TO SHKOZ, YOU REPRESENT AND WARRANT THAT YOU HAVE READ THIS AGREEMENT IN ITS ENTIRETY, UNDERSTAND ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND THAT YOU AGREE TO COMPLY WITH ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. OTHERWISE, YOU AGREE NOT TO PROVIDE THE CONSENT TO USE YOUR UGC TO SHOKZ.
4.2. Age of Majority and Authority. By providing your UGC to Shokz, you represent and warrant that you are at least the age of majority in your country of residence (which is eighteen (18) in most countries) and you have the right to execute and fully perform this Agreement.
4.3. No Prohibited UGC Content. By providing your UGC to Shokz, you represent and warrant that the UGC does not contain any Prohibited UGC content that:
4.3.1. is known by you to be false, inaccurate or misleading;
4.3.2. infringes any third party’s copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy;
4.3.3. 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);
4.3.4. is, or may reasonably be considered to be abusive, illegal, defamatory, libelous, indecent, racially or religiously biased or offensive, slanderous, obscene, pornographic, sexually explicit, unlawfully threatening or unlawfully harassing to any individual, partnership or corporation in any way.
4.3.5. is or contains advertising, promotional material or promotes a product, service or other commercial activity;
4.3.6. that impersonates or attempts to impersonate another user, or person or entity (including, without limitation, the use of email addresses associated with any of the foregoing);
4.3.7. that includes any information that references other websites or personally identifiable information (e.g., first and last name, addresses, email addresses, contact information);
4.3.8. that contains any computer viruses or other potentially damaging technologies, computer programs or files that could impact the operation of our Services or any computer or other device;
4.3.9. that contains any persons who have not consented or are unable to consent (whether due to being below the age of majority or otherwise incapable) to the Licensed Parties’ use of their Name and Likeness under clause above of this Agreement.
4.4. Name and Likeness of Others. By providing your UGC to Shokz, 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 UGC.
4.5. Original Work. USER hereby represents and warrants that his or her contribution to UGC are wholly original with USER 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.
4.6. Compliance with the FTC. By providing your UGC to Shokz, you represent and warrant that your UGC complies with FTC’s Endorsement Guides if your UGC contains an endorsement and you have a material connection to Shokz, including incentivized consumer reviews.
4.7. Indemnity. USER agrees to indemnify, hold harmless, and defend the Licensed Parties from any claim or liability related in any way to this Agreement, your use of the Services, the Licensed Parties’ use of your UGC, or relating to any breach of any representation, warranty or covenant made by USER in this Agreement.
4.8. Liability. Under no circumstances will Shokz be liable in any way for any UGC, including, without limitation, for any errors or omissions in any UGC, or for any loss or damage of any kind incurred by USER as a result of the use of any UGC transmitted, uploaded, posted, e-mailed or otherwise made available via the Site.
5.2. Right to Modify. Shokz reserves the right to alter the Agreement without advance notice by posting a revised Agreement. Accordingly, you should review the Agreement each time you grant permission or authorization to feature your UGC.
5.3. Governing Law. Any dispute or claim arising out of or in connection with these terms or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Texas and the courts of Austin shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms or their subject matter or formation (including non-contractual disputes or claims).