This User Generated Content License Agreement (“Agreement”) is by and between Substance, LLC dba Canvas, an Alabama limited liability company (“Canvas”, “we”, “our” or “us”) and you or the organization you represent (“you” or “your”). Canvas and you agree to be bound by the following terms and conditions. These terms and conditions of the Agreement apply to Canvas’ use of any words, pictures, images, data, video, information, or any other user generated content (“UGC”) that you upload, post, or share via Canvas’ website, email, mobile apps, social media pages, or other related services or via third-party websites and platforms including, but not limited to, Instagram, Facebook, Pinterest, TikTok, YouTube, Snapchat, and Twitter (“Third Party Platform”).
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, you hereby irrevocably grant to Canvas, as well as its respective licensees, successors and assigns (herein collectively called the "Licensed Parties"), the worldwide, perpetual, fully-paid, royalty-free, sub-licensable right to use, publish, broadcast, post online, and copyright (i) your name, voice, picture, portrait and likeness (“Name and/or Likeness”) as such Name and/or Likeness appears in or in connection with the UGC and (ii) the UGC in connection with advertising, marketing and promoting Canvas, its products and services, or its sponsored events, in whole or in part, by any and all means, media, devices, processes and technology now or hereafter known or devised throughout the universe. You understand and acknowledge that Canvas may modify the UGC for formatting, navigational, integration or other purposes, but such modifications will not materially distort such UGC.
No advertisement, promotional media, or other material in any media containing your Name and/or Likeness related to the UGC need be submitted to you for any further approval for use by the Licensed Parties, and the Licensed Parties shall be without liability to you for any distortion or illusionary effect resulting from the publication of you Name and/or Likeness.
Notwithstanding the above, the Licensed Parties will have no obligation to make any use of any of the rights granted by you. Canvas’s use of the UGC or your Name and/or Likeness does not imply any endorsement of or any affiliation with you.
You agree that no money will be owing to any party as a result of this license, the posting of the UGC, the UGC use as contemplated in this Agreement, or for any use, distribution, or other exploitation of the UGC or any rights therein. You also agree 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 you agree not to assert any claim against the Licensed Parties of any nature whatsoever arising by reason of its use of such UGC.
We will contact you on the relevant website or Third Party Platform to ask for your explicit consent to use your UGC. We will ask you to reply to us whether you authorize us to use your UGC. You could provide us with your explicit consent in any form of words or symbols (emojis), which confirms you agree to allow us to use your UGC according to this Agreement, for example, “yes”, “OK”, “Agree” and other similar words in any language, including emojis. You must respond directly to us within the same chat, thread or by private message in order to release the agreed UGC to us. 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.
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.
You represent and warrant that you have the full right, power and authority to grant the rights described in this Agreement.
You hereby represent and warrant that your contribution to UGC is wholly original with you and is 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
You also represent and warrant that the UGC does not contain any prohibited UGC content that: (i) is known by you to be false, inaccurate or misleading; (ii) infringes any third party’s copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy; (iii) 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); (iv) 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; (v) is or contains advertising, promotional material or promotes a product, service or other commercial activity; (vi) that impersonates or attempts to impersonate Canvas 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); (vii) 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); (viii) that contains any worms, viruses or other code deemed harmful to Canvas or Canvas’s user; and (ix) 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.
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, CANVAS, ANY THIRD PARTY SUBLICENSEE OF CANVAS, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS AND AGENTS, ARE NOT LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, PUNITIVE OR SIMILAR DAMAGES ARISING OUT OF OR RESULTING FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, DAMAGES FOR HARM TO BUSINESS, LOST PROFITS, LOST SAVINGS, OR LOST REVENUES, HOWEVER SUCH DAMAGES ARE CAUSED AND WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY. THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH INJURY, DAMAGES, LOSSES OR EXPENSES.
You agree to indemnify, defend and hold Canvas, its agents, suppliers, licensees, successors, or assigns, and/or its and their respective officers, directors, employees, contractors and agents (collectively, the "Indemnified Parties") harmless from and against any and all damages, liability, claims, actions, demands and costs (including, without limitation, reasonable attorneys’ fees and costs of settlement) arising out of any breach by you of this Agreement.
Without limiting anything set out above, you hereby release each of the Indemnified Parties from all damages, liability, claims, actions, demands and costs of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with this Agreement.
You irrevocably and unconditionally waive (and agree not to enforce) all rights in the UGC, including without limitation any moral rights or equivalent rights which you may otherwise have under any laws now existing or which become law in the future in any part of the world.
If requested, you will sign any documentation in such manner and at such location as may be required to protect, perfect or enforce any of the rights you have granted to Canvas under this Agreement.
If you are a California resident, you expressly waive California Civil Code §1542, which says: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
You agree that if Canvas does not exercise or enforce any legal right or remedy which is contained in this UGC Agreement (or which Canvas has the benefit of under any applicable law), this will not be taken to be a formal waiver of Canvas’s rights and that those rights or remedies will still be available to Canvas.
If any court of law, having the jurisdiction to decide on this matter, rules that any provision of this Agreement are invalid, then that provision will be removed without affecting the rest of the Agreement. The remaining provisions of this Agreement will continue to be valid and enforceable.
Any notices relating to this Agreement shall be sent to firstname.lastname@example.org.
BY PROVIDING CONSENT, YOU ARE ENTERING INTO AN AGREEMENT WITH CANVAS AND AGREE TO BE BOUND BY THIS UGC AGREEMENT, WITHOUT LIMITATION OR QUALIFICATION. CANVAS RESERVES THE RIGHT TO MODIFY THIS UGC AGREEMENT BY POSTING NEW VERSIONS THEREOF, AS WELL AS THE RIGHT TO PROVIDE ADDITIONAL NOTICE OF MATERIAL CHANGES, WHICH MODIFICATIONS AND CHANGES WILL BE EFFECTIVE IMMEDIATELY.