User-Generated Content Agreement

USER-GENERATED CONTENT AGREEMENT

This User-Generated Content Agreement ("Agreement") is entered into as of by and between Company Name: whose principal place of business is located at (hereinafter "Company"), and Contributor Name: of (hereinafter "Contributor"). Company and Contributor are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Company operates a platform, service, application, or website through which users may access, view, submit, publish, or otherwise interact with content; and

WHEREAS, Contributor has created, owns or controls certain contributions, submissions, materials, and other content that Contributor desires to make available to Company for use, distribution, display, modification, and other purposes on the terms set forth herein; and

WHEREAS, Company desires to obtain from Contributor a license to use such content under the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Content" means any works of authorship, text, images, audio, video, multimedia, data, comments, feedback, or other materials provided, uploaded, posted, transmitted, or otherwise made available by Contributor to Company under this Agreement.

1.2 "Platform" means Company's website, applications, services, APIs, or any other medium by which Content is made available or distributed by Company.

2. GRANT OF RIGHTS

2.1 License. Contributor hereby grants to Company a worldwide, non-exclusive, transferable, sublicensable, royalty-free, fully paid, perpetual, irrevocable license to use, reproduce, distribute, transmit, publicly perform, publicly display, prepare derivative works of, modify, adapt, edit, archive, and otherwise exploit the Content, in whole or in part, in any media now known or hereafter developed, for any commercial or non-commercial purpose.

2.2 Additional Rights. The license granted in Section 2.1 includes the right for Company to incorporate Contributor's name, likeness, and other identifying materials in connection with the Content to the extent permitted by law and subject to Contributor's attribution instructions set forth in Section 3.

3. MORAL RIGHTS, ATTRIBUTION

3.1 Moral Rights. To the maximum extent permitted by applicable law, Contributor irrevocably waives and agrees not to assert any moral rights, rights of paternity, integrity, or other rights that Contributor may have in the Content against Company or its licensees, successors, and assigns.

3.2 Attribution. Company may, but is not required to, provide credit to Contributor in a form and location determined by Company in its sole discretion. If Contributor requires specific attribution, describe here:

4. REPRESENTATIONS, WARRANTIES AND COVENANTS

Contributor represents and warrants to Company that: (a) Contributor is the sole author and owner of the Content or otherwise possesses all rights, title, and interest necessary to grant the rights granted herein; (b) the Content is original to Contributor and does not infringe or misappropriate any intellectual property, privacy, publicity, contractual, or other third-party rights; (c) Contributor has obtained all releases, consents, and permissions necessary for Company to use the Content as contemplated by this Agreement; (d) the Content contains no malware, viruses, or other harmful code; and (e) Contributor's performance under this Agreement will not violate any applicable law, regulation, or obligation to any third party.

Contributor shall promptly notify Company in writing upon learning of any claim that the Content infringes or misappropriates the rights of a third party.

5. MODERATION, EDITING AND REMOVAL

Company reserves the right, in its sole discretion, to refuse, remove, edit, modify, or limit access to any Content that it deems, in its sole discretion, to violate this Agreement, to be unlawful, defamatory, obscene, or otherwise objectionable, or to interfere with the operation of the Platform. Company shall have no liability for any removal, modification, or failure to remove or modify Content.

6. CONFIDENTIALITY

The Parties agree that the Content shall not be treated as confidential by Company unless the Parties execute a separate, written confidentiality agreement. Contributor acknowledges that Content posted to the Platform is generally publicly accessible and that Company is not obligated to maintain the confidentiality of any Content.

7. INDEMNIFICATION

Contributor shall defend, indemnify, and hold harmless Company and its officers, directors, employees, agents, affiliates and successors from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in connection with: (a) Contributor's breach of any representation, warranty, or covenant contained herein; (b) any allegation that the Content infringes or misappropriates the intellectual property or other rights of a third party; or (c) Contributor's gross negligence or willful misconduct.

8. LIMITATION OF LIABILITY

IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA OR USE, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE CONTENT, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID TO CONTRIBUTOR UNDER THIS AGREEMENT DURING THE PRIOR TWELVE (12) MONTHS, OR ONE HUNDRED DOLLARS ($100) IF NO PAYMENTS HAVE BEEN MADE, WHICHEVER IS GREATER.

9. TERM AND TERMINATION

9.1 Term. This Agreement shall commence on the Effective Date and continue until terminated as provided herein.

9.2 Termination. Either Party may terminate this Agreement for material breach by the other Party that remains uncured thirty (30) days after written notice. Termination shall not affect Company’s rights in Content that has been distributed or exploited prior to termination, and the license granted in Section 2.1 shall survive termination to the extent necessary for Company to continue uses that began prior to termination.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or at such other address as a Party may designate in writing in accordance with this Section.

11. ASSIGNMENT

Contributor may not assign or transfer this Agreement or any rights hereunder without the prior written consent of Company, except that Company may assign this Agreement or any of its rights hereunder to any affiliate or purchaser of all or substantially all of its assets or business relating to the Platform.

12. GOVERNING LAW; JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The Parties submit to the exclusive jurisdiction of the federal and state courts located in the selected state for disputes arising out of or relating to this Agreement.

13. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications. If any provision of this Agreement is held to be invalid or unenforceable, that provision will be struck and the remainder of the Agreement will remain in full force and effect.

14. AMENDMENTS, WAIVER AND COUNTERPARTS

No amendment or waiver of any provision of this Agreement will be effective unless in writing and signed by both Parties. Failure or delay by either Party in exercising any right shall not operate as a waiver of such right. This Agreement may be executed in counterparts, each of which shall be deemed an original, and electronic signatures shall have the same force and effect as originals.

15. MISCELLANEOUS

The headings in this Agreement are for reference only and shall not affect its interpretation. The Parties acknowledge that they have had the opportunity to consult counsel of their choosing prior to executing this Agreement.

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