Shoutable LLC Terms of Service
Last Updated: April 29, 2022
These Terms of Service (“Terms”) apply to your access to and use of the websites, mobile applications and other online products and services (collectively, the “Services”) provided by Shoutable LLC (“Shoutable” or “we”). By clicking “I Accept” or by using our Services, you agree to these Terms.
PLEASE READ THESE TERMS CAREFULLY, INCLUDING THE MANDATORY ARBITRATION PROVISION IN SECTION 17, WHICH REQUIRES THAT DISPUTES BE RESOLVED BY FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS, NOT A CLASS-WIDE OR CONSOLIDATED BASIS. IF YOU DO NOT WISH TO BE SUBJECT TO ARBITRATION, YOU MAY OPT OUT OF THE ARBITRATION PROVISION BY FOLLOWING THE INSTRUCTIONS PROVIDED IN SECTION 17.
BY ACCESSING OR USING OUR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS IN THEIR ENTIRETY, DO NOT USE OUR SERVICES.
We may supply different or additional terms in relation to some of our Services, and those different or additional terms become part of your agreement with us if you use those Services. If there is a conflict between these Terms and the additional terms, the additional terms will control for that conflict.
We may make changes to these Terms from time to time. If we make changes, we will provide you with notice of such changes, such as by sending an email, providing a notice through our Services or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of our Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Services.
If you have any questions about these Terms or our Services, please contact us at firstname.lastname@example.org.
You must be at least 13 years of age to use our Services. If you are under 18 years of age (or the age of legal majority where you live), you may use our Services only under the supervision of a parent or legal guardian who agrees to be bound by these Terms. If you are a parent or legal guardian of a user under the age of 18 (or the age of legal majority), you agree to be fully responsible for the acts or omissions of such user in relation to our Services. If you use our Services on behalf of another person or entity, (a) all references to “you” throughout these Terms will include that person or entity, (b) you represent that you are authorized to accept these Terms on that person’s or entity’s behalf, and (c) in the event you or the person or entity violates these Terms, the person or entity agrees to be responsible to us.
3. User Accounts and Account Security
You may need to register for an account to access some or all of our Services. If you register for an account, you must provide accurate account information and promptly update this information if it changes. You also must maintain the security of your account and promptly notify us if you discover or suspect that someone has accessed your account without your permission. If you permit others to use your account credentials, you are responsible for the activities of such users that occur in connection with your account. We reserve the right to reclaim usernames, including on behalf of businesses or individuals that hold legal claim, including trademark rights, in those usernames.
4. User Content
Our Services may allow you and other users to create, post, store and share content, including messages, text, photos, graphics, videos, and other materials (collectively, “User Content”). Except for the license you grant below, you retain all rights in and to your User Content, as between you and Shoutable.
All User Content is subject to our Content Policy or at any successor links. You acknowledge that our personnel may review your User Content and screen it for compliance with our Content Policy.
You grant Shoutable a perpetual, irrevocable, nonexclusive, royalty-free, worldwide, fully paid, and sublicensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform and display your User Content and any name, username or likeness provided in connection with your User Content in all media formats and channels now known or later developed without compensation to you. When you post or otherwise share User Content on or through our Services, you understand that your User Content and any associated information (such as your username or profile photo) may be visible to others.
You may not create, post, store or share any User Content that violates these Terms or for which you do not have all the rights necessary to grant us the license described above. You represent and warrant that your User Content (including any personal information or image you provide), and our use of such content as permitted by these Terms, will not violate any rights of or cause injury to any person or entity. Although we have no obligation to screen, edit or monitor User Content, we may delete or remove User Content at any time and for any reason with or without notice.
5. Prohibited Conduct and Content
You will not violate any applicable law, contract, intellectual property right or other third-party right or commit a tort, and you are solely responsible for your conduct while using our Services. You will not:
- Share an image of, or information about, any person without their consent;
- Engage in any harassing, threatening, intimidating, predatory or stalking conduct;
- Use or attempt to use another user’s account without authorization from that user and Shoutable;
- Impersonate or post on behalf or any person or entity or otherwise misrepresent your affiliation with a person or entity;
- Copy, reproduce, distribute, or exploit all or portions of our Services, except as expressly permitted by us or our licensors;
- Modify our Services, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon our Services;
- Use our Services other than for their intended purpose and in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Services or that could damage, disable, overburden or impair the functioning of our Services in any manner;
- Reverse engineer any aspect of our Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Services;
- Attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of our Services that you are not authorized to access;
- Use any data mining, robots or similar data gathering or extraction methods designed to scrape or extract data from our Services;
- Develop or use any applications that interact with our Services without our prior written consent;
- Send, distribute or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes;
- Bypass or ignore instructions contained in our robots.txt file;
- or Use our Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.
You may also post or otherwise share only User Content that is nonconfidential and that you have all necessary rights to disclose. You may not create, post, store or share any User Content that is in violation of our Content Policy.
Enforcement of this Section 5 is solely at Shoutable’s discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances. In addition, this Section 5 does not create any private right of action on the part of any third party or any reasonable expectation that the Services will not contain any content that is prohibited by such rules.
6. Ownership; Limited License
The Services, including the text, graphics, images, photographs, videos, illustrations and other content contained therein, are owned by Shoutable or our licensors and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to the Services are reserved by us or our licensors. Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Services for your own personal, noncommercial use. Any use of the Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited, will terminate the license granted herein and violate our intellectual property rights.
Shoutable and our logos, our product or service names, our slogans and the look and feel of the Services are trademarks of Shoutable and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Services are the property of their respective owners. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us.
You may voluntarily post, submit or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials or other information about Shoutable or our Services (collectively, “Feedback”). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including, without limitation, to develop, copy, publish, or improve the Feedback in Shoutable’s sole discretion. You understand that Shoutable may treat Feedback as nonconfidential.
9. Repeat Infringer Policy; Copyright Complaints
In accordance with the Digital Millennium Copyright Act and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, the accounts of users who repeatedly infringe the intellectual property rights of others. If you believe that anything on our Services infringes any copyright that you own or control, you may notify Shoutable’s designated agent as follows:
Please see 17 U.S.C. §512(c)(3) for the requirements of a proper notification. Also, please note that if you knowingly misrepresent that any activity or material on our Services is infringing, you may be liable to Shoutable for certain costs and damages.
10. Third-Party Content
We may provide information about third-party products, services, activities or events, or we may allow third parties to make their content and information available on or through the Services (collectively, “Third-Party Content”). We provide Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party. Shoutable does not control or endorse, and makes no representations or warranties regarding, any Third-Party Content, and your access to and use of such Third-Party Content is at your own risk.
Some portions of our Services require payment and this this Section 11 applies to them.
All Sales are Final. Unless otherwise specified in your order, all orders are final once submitted and may not be cancelled or changed. If your order contains a cancelation date, you may cancel your order before that date. You are not entitled to a refund for any orders you submit. We may provide, at any time and for any reason and in our sole discretion, refunds, discounts or other consideration to some or all of our users. The provision of any such consideration in one instance does not entitle you to credits in the future for similar instances, nor does it require us to provide any consideration in the future.
Price Changes. We reserve the right to adjust pricing for any paid portion of our Services in any manner and at any time. Price changes won’t apply to Services that you have already ordered.
Payment and Billing. You authorize us (or our third-party payment processor) to charge your chosen payment method for any portion of our Services that requires payment. By providing a payment method that we accept, you represent and warrant that you are authorized to use that payment method and that you authorize us (or our third-party payment processes) to charge your payment method for the total amount of your purchase (including any applicable taxes and other charges). If the payment method cannot be verified, is invalid or otherwise not acceptable, your use of our Service that requires payment may be suspended or canceled. You must resolve any problem we encounter in relation to the payment method you select in order to proceed with your use of paid Services.
To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless Shoutable and our officers, directors, agents, partners and employees (individually and collectively, the “Shoutable Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to (a) your access to or use of the Services; (b) your User Content or Feedback; (c) your violation of these Terms; (d) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with the Services. You agree to promptly notify Shoutable Parties of any third-party Claims, cooperate with Shoutable Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys' fees). You also agree that the Shoutable Parties will have control of the defense or settlement, at Shoutable's sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Shoutable or the other Shoutable Parties.
Your use of our Services is at your sole risk. Except as otherwise provided in a writing by us, our Services and any content therein are provided “as is” and “as available” without warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, Shoutable does not represent or warrant that our Services are accurate, complete, reliable, current or error-free. While Shoutable attempts to make your use of our Services and any content therein safe, we cannot and do not represent or warrant that our Services or servers are free of viruses or other harmful components. You assume the entire risk as to the quality and performance of the Services.
Our Services may allow you to post content to electronic billboards. These billboards may be near highways, roads, train tracks, or other hazardous areas. Use caution when observing a billboard. If you plan to take a picture or video of a billboard, do so only if it is safe and legal. Do not take pictures or videos while you are attempting to drive a vehicle. Do not get out of your car in an unsafe location to take a photo or video. Do not take pictures or videos while standing in, on, or too close to a road, highway, or train track. Do not stop on the road or highway in an unsafe or illegal manner. Do not stop on train tracks or at a train crossing.
14. Limitation of Liability
To the fullest extent permitted by applicable law, Shoutable and the other Shoutable Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, punitive or special damages or lost profits, even if Shoutable or the other Shoutable Parties have been advised of the possibility of such damages.
The total liability of Shoutable and the other Shoutable Parties for any claim arising out of or relating to these Terms or our Services, regardless of the form of the action, is limited to the greater of $100 or the amount paid by you to use our Services.
The limitations set forth in this Section 14 will not limit or exclude liability for the gross negligence, fraud or intentional misconduct of Shoutable or the other Shoutable Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.
To the fullest extent permitted by applicable law, you release Shoutable and the other Shoutable Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”
16. Transfer and Processing Data
In order for us to provide our Services, you agree that we may process, transfer and store information about you in the United States and other countries, where you may not have the same rights and protections as you do under local law.
17. Dispute Resolution; Binding Arbitration
Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Shoutable and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. No class or representative actions or arbitrations are allowed under this arbitration agreement. In addition, arbitration precludes you from suing in court or having a jury trial.
No Representative Actions. You and Shoutable agree that any dispute arising out of or related to these Terms or our Services is personal to you and Shoutable and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.
Arbitration of Disputes. Except for small claims disputes in which you or Shoutable seeks to bring an individual action in small claims court located in the county of your billing address or disputes in which you or Shoutable seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and Shoutable waive your rights to a jury trial and to have any dispute arising out of or related to these Terms or our Services resolved in court. Instead, for any dispute or claim that you have against Shoutable or relating in any way to the Services, you agree to first contact Shoutable and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to Shoutable by email at email@example.com or by certified mail addressed to 7120 Rafael Ridge Way, Las, Vegas 89119. The Notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the claim; and (c) set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and Shoutable cannot reach an agreement to resolve the claim within thirty (30) days after such Notice is received, then either party may submit the dispute to binding arbitration administered by JAMS or, under the limited circumstances set forth above, in court. All disputes submitted to JAMS will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in Las Vegas, Nevada] [or may be conducted telephonically or via video conference for disputes alleging damages less than [$1,000.00]], in accordance with the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”). The most recent version of the JAMS Rules are available on the JAMS website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason.
You and Shoutable agree that these Terms affect interstate commerce and that the enforceability of this Section 17 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
The arbitrator, Shoutable, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including, but not limited to, all information gathered, prepared and presented for purposes of the arbitration or related to the dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.
You and Shoutable agree that for any arbitration you initiate, you will pay the filing fee and Shoutable will pay the remaining JAMS fees and costs. For any arbitration initiated by Company, Shoutable will pay all JAMS fees and costs. You and Shoutable agree that the state or federal courts of the State of Nevada and the United States sitting in Clark County, Nevada have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.
Any claim arising out of or related to these Terms or our Services must be filed within one year after such claim arose; otherwise, the claim is permanently barred, which means that you and Shoutable will not have the right to assert the claim.
You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section 17 by emailing firstname.lastname@example.org. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 18.
If any portion of this Section 17 is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from these Terms; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 17 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 17; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 17 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 17 will be enforceable.
18. Governing Law and Venue
Any dispute arising from these Terms and your use of the Services will be governed by and construed and enforced in accordance with the laws of Nevada, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles (whether of Nevada or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of Nevada and the United States, respectively, sitting in Clark County, Nevada].
19. Modifying and Terminating our Services
We reserve the right to modify our Services or to suspend or stop providing all or portions of our Services at any time. You also have the right to stop using our Services at any time. We are not responsible for any loss or harm related to your inability to access or use our Services.
If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.
21. Additional Terms Applicable to Mobile Devices
The following terms apply if you install, access or use the Services on any device that contains the iOS mobile operating system (the “iOS App”) developed by Apple Inc. (“Apple”).
- Acknowledgement. You acknowledge that these Terms are concluded solely between us, and not with Apple, and Shoutable, not Apple, is solely responsible for the iOS App and the content thereof. You further acknowledge that the usage rules for the iOS App are subject to any additional restrictions set forth in the Usage Rules for the Apple iOS App Store Terms of Service as of the date you download the App, and in the event of any conflict, the Usage Rules in the App Store will govern if they are more restrictive. You acknowledge and agree that you have had the opportunity to review the Usage Rules.
- Scope of License. The license granted to you is limited to a non-transferable license to use the iOS App on any iPhone, iPod touch or iPad that you own or control as permitted by the Usage Rules set forth in the Apple App Store Terms of Service.
- Maintenance and Support. You and Shoutable acknowledge that Apple has no obligation whatsoever to furnish any and support services with respect to the App.
- Warranty. You acknowledge that Apple is not responsible for any product warranties, whether express or implied by law, with respect to the App. In the event of any failure of the iOS App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, paid to Apple for the iOS App by you; and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. The parties acknowledge that to the extent that there are any applicable warranties, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any such applicable warranty would be the sole responsibility of Shoutable. However, you understand and agree that in accordance with these Terms, Shoutable has disclaimed all warranties of any kind with respect to the App, and therefore, there are no warranties applicable to the App.
- Product Claims. You and Shoutable acknowledge that as Apple and Shoutable, Shoutable, not Apple, is responsible for addressing any claims relating to the iOS App or your possession and/or use of the iOS App, including, but not limited to (a) product liability claims, (b) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement, and (c) claims arising under consumer protection or similar legislation.
- Intellectual Property Rights. The parties acknowledge that, in the event of any third-party claim that the iOS App or your possession and use of the iOS App infringe that intellectual property rights, Shoutable, and not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required under these Terms.
- Legal Compliance. You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.
- Developer Name and Address. Any questions, complaints or claims with respect to the iOS App should be directed to:
Shoutable 7120 Rafael Ridge
Way Las Vegas, Nevada 89119
- Third-Party Terms of Agreement. You agree to comply with any applicable third-party terms when using the Services.
- Third-Party Beneficiary. The parties acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms, and that, upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof).
The following terms apply if you install, access or use the Services on any device that contains the Android mobile operating system (the “Android App”) developed by Google, Inc. (“Google”):
- You acknowledge that these Terms are between You and us only, and not with Google.
- Your use of our Android App must comply with Google’s then-current Android Market Terms of Service.
- Google is only a provider of the Android Market where You obtained the Android App. We, and not Google, are solely responsible for our Android App and the Services and Content available thereon. Google has no obligation or liability to You with respect to Our Android App or these Terms.
- You acknowledge and agree that Google is a third-party beneficiary to the Terms as they relate to our Android App.
These Terms constitute the entire agreement between you and Shoutable relating to your access to and use of our Services. Notwithstanding any other provisions of these Terms, Sections 5, 8, 12, 13, 14, 15, 17, 18, 21, and 22 survive any expiration or termination of these terms. The failure of Shoutable to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree that communications and transactions between us may be conducted electronically. These Terms may not be transferred, assigned or delegated by you, by operation of law or otherwise, without our prior written consent, and any attempted transfer, assignment or delegation without such consent will be void and without effect. We may freely transfer, assign or delegate these Terms or the Services, in whole or in part, without your prior written consent.
Shoutable LLC User Generated Content Policy
Last Updated: April 29, 2022
This User Generated Content Policy (“Content Policy”) describes what criteria we use to determine whether content is acceptable or not. This Content Policy applies to any content you upload to our websites, mobile applications, and other online services (our “Services”).
We may change this Content Policy from time to time. If we make changes, we will notify you by revising the date at the top of this policy. We may also provide you with additional notice (such as by sending you a notification) in connection with making material changes to this Content Policy. We encourage you to review this Content Policy regularly to stay informed about the criteria we use to determine whether content is acceptable or not.
1. Your UGC
All content submitted to our Services by you (or on your behalf) including without limitation, any images or text you submit to be included in a customized Shout text, likenesses, graphics, logos, marks, images, photographs, code, and all other information and material (collectively, “UGC”) will be governed by this Content Policy. Once any UGC is submitted to our Services, we cannot accept any changes to such UGC.
You agree to submit UGC to the Services in accordance with the following rules. Please use caution and common sense when submitting UGC to the Services, taking into consideration that the purpose of the Services is to post UGC in public places and that images of your UGC may be further distributed through social media or otherwise. Publication of your UGC will be at our sole discretion and we are entitled to make additions or deletions to your UGC prior to publication, after publication or to refuse publication. Please note, any UGC you submit to our Services will be considered non-confidential and non-proprietary.
2. Permissions & Waivers
You warrant, represent and undertake to us that all UGC you submit is your own work or that you have obtained all necessary rights and permissions of, to the extent applicable, the relevant owner of the work or the individuals who are featured in such work and that you have all relevant rights in your UGC to enable you to grant the rights and permissions in this Section 2.
Where your UGC contains images of people or names or identifies individuals, you warrant, represent and undertake to us as follows:
- That all featured or identified individuals that are over the age of 18 and have expressly consented to their appearance in the UGC and to you submitting the UGC to our Services, and
- Where featured or identified individuals are under the age of 18, that you either:
- Are the parent or legal guardian or such featured or identified individuals, or
- Have obtained the express consent from a parent or legal guardian of such featured or identified individuals to their appearance in the UGC and to you submitting the UGC to our Services.
You hereby unconditionally and irrevocably waive and agree not to assert (or procure the same from any third party where applicable) any and all moral rights and any other similar rights and all right of publicity and privacy in any country in the world in connection with your UGC, to the maximum extent permissible by law.
3. Content Standards — Legal Standards
You will not provide UGC that:
- Is unlawful, libelous, defamatory, obscene, hateful, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory or fraudulent;
- Contains any private or personal information of a third party without such third party’s consent;
- Would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability or violate any local, state, national or international law;
- May infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
- Contains or depicts any statements, remarks or claims that do not reflect your honest views and experiences;
- Impersonates, or misrepresents your affiliation with, any person or entity;
- Contains any unsolicited promotions, political campaigning, advertising or solicitations;
- Breaches any legal or fiduciary duty owed to a third party, such as a contractual duty or a duty of confidence;
- Violates any applicable law, statute, ordinance, rule or regulation;
- Advocates, promotes, or assists discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
- Contains any viruses, corrupted data or other harmful, disruptive or destructive files or content;
- Gives the impression that it emanates from us or is endorsed or connected with us;
- Could be deemed to be unsolicited or unauthorized advertising, promotional material, junk mail, or spam (including without limitation chain letters, pyramid schemes or other forms of solicitation or advertisements, commercial or otherwise); or
- In our sole judgment, is objectionable, restricts or inhibits any other person from using or enjoying our Services, may be dangerous, or may expose us or others to any harm or liability of any type.
If your UGC contains any material that is not owned by or licensed to you and/or which is subject to third party rights (including any privacy rights), you are responsible for obtaining, prior to submission of your UGC, all releases, consents and/or licenses necessary to permit use and exploitation of your UGC by us without additional compensation.
4. Consequences of breach
We will determine, in our discretion, whether you have failed to comply with this Content Policy. If so, we reserve the right in our sole discretion to suspend you from using our Services without notice to you and/or to edit or remove (in whole or part) any of your UGC from our Services on a temporary or permanent basis.
We also reserve the right:
- to pass on any UGC that gives us concern to the relevant authorities; and
- to disclose your identity to any third party (or their professional advisor) who claims that any of your UGC constitutes a violation of their intellectual property rights, or of their right to privacy.