- Licenses. You expressly grant the Company a non-exclusive, perpetual, worldwide, complete, irrevocable, royalty free, sublicensable right to quote, re-post, use, reproduce, modify, create derivative works from, syndicate, license, print, distribute, transmit, broadcast, and otherwise communicate, and publicly display your User Generated Content, or any portion thereof, in any manner or form and in any medium or forum, whether now known or hereafter devised, without notice, payment or attribution of any kind to you or any third party, as determined by the Company, in its sole discretion, including, but not limited to, the Company’s website, social media channels and advertisements. You grant the Company all licenses, consents and clearances to enable the Company to use your User Generated Content for such purposes. You waive, and agree not to assert any moral or similar rights you may have in such Content.
Indemnification and Limitation of Liability. You acknowledge that the Company is not responsible nor has any liability for any use of all or any portion of your User Generated Content. Upon a request by us, you agree to defend, indemnify and hold us and our affiliates harmless from any and all liabilities, claims, losses, costs and expenses, including attorneys’ fees, that arise from your breach of these UGC Terms.
IN NO EVENT SHALL WE OR OUR AFFILIAITES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOSSES (INCLUDING WITHOUT LIMITATION LOSS OF USE, DATA, PROFIT, SAVINGS OR BUSINESS), ARISING OUT OF OR RESULTING FROM THESE UGC TERMS, WHATEVER THE BASIS OF THE CLAIM OR ACTION (SUCH AS BREACH OF WARRANTY, CONDITION, CONTRACT, INFRINGEMENT AND TORT, INCLUDING STRICT LIABILITY AND NEGLIGENCE, OR OTHER LEGAL THEORY) EVEN IF WE OR OUR AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE.
- Governing Law. These UGC Terms shall be governed the statutes and laws of the State of New Jersey, without regard to any choice of law or conflict of law provisions or rule that would cause the application of the laws of any jurisdiction other than the State of New Jersey. You and the Company each agree and hereby submit to the exclusive personal jurisdiction and venue of any court of competent jurisdiction within the County of Mercer, State of New Jersey, USA, with respect to such matters.
- Complete Agreement; Severability. These UGC Terms constitute the complete and exclusive agreement between us and you with respect to the subject matter hereof and supersede all prior oral or written understandings, communications or agreements not specifically incorporated herein. If any one or more of the provisions contained in these UGC Terms shall for any reason be found to be invalid, illegal or unenforceable in any respect, said finding shall not affect the remaining provisions, which shall be enforceable to the fullest extent permitted by law.