User Generated Content Contract

USER GENERATED CONTENT CONTRACT

This User Generated Content Contract ("Agreement") is entered into as of the day of , by and between Company Name: , a business with its principal place of business at (hereinafter "Company"), and Contributor Name: , located at (hereinafter "Contributor").

RECITALS

WHEREAS, Company operates a platform and related services on which third parties submit, post, or otherwise provide creative materials, communications, images, audiovisual works and other user generated content; and

WHEREAS, Contributor has created or will create certain content and desires to grant Company specified rights to use such content, and Company desires to acquire such rights on the terms set forth herein; and

WHEREAS, the parties intend that the parties' respective rights and obligations with respect to such content be governed by this Agreement.

NOW, THEREFORE

In consideration of the mutual covenants contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Content" means all material provided, submitted or posted to Company by Contributor pursuant to this Agreement, including without limitation text, photographs, illustrations, graphics, audio, video, scripts, and metadata. Contributor shall identify the Content being licensed by providing a concise description:

1.2 "Licensed Rights" means the rights to reproduce, distribute, publicly display, perform, create derivative works from, transmit, and otherwise use the Content as specified in Section 2 below.

2. GRANT OF RIGHTS

2.1 Grant. Contributor hereby grants to Company a worldwide, non-exclusive, transferable, sublicensable, royalty-bearing to the extent set forth in Section 3, license to exercise the Licensed Rights in the Content for the Term. The parties may select whether the license is exclusive to Company for the Content by indicating an election below:

License Type: Non-Exclusive Exclusive Limited (see terms below)

2.2 Territory and Media. The licensed rights shall apply worldwide and across all media now known or hereafter devised. If a limited territory or media is elected, specify limitations:

2.3 Sublicense and Assignment. Company may sublicense the rights granted herein to affiliates, partners, advertisers and service providers. Company may assign this Agreement in connection with a merger, sale of assets, financing, or transfer of business.

3. COMPENSATION

3.1 Consideration. In consideration for the rights granted hereunder, Company shall pay Contributor in accordance with one of the following methods. Select applicable method(s) and provide amounts.

3.2 Payment Terms. Payments shall be made within thirty (30) days after the end of the calendar quarter in which the applicable revenues are recognized, accompanied by a reasonable accounting statement. Unless otherwise agreed, Company shall withhold taxes as required by law.

4. DELIVERY; ACCEPTANCE; MODERATION

4.1 Delivery. Contributor shall deliver the Content in the form and format reasonably requested by Company. Describe the delivery method and any technical specifications:

4.2 Acceptance and Moderation. Company may, in its reasonable discretion, review, approve, reject or remove Content that does not comply with Company policies or applicable law. Company will use reasonable efforts to notify Contributor of rejections where practicable, but Company has no obligation to accept any Content.

5. REPRESENTATIONS AND WARRANTIES

Contributor represents and warrants that: (a) Contributor is the sole author and owner of the Content or has obtained all rights, consents and clearances necessary to grant the Licensed Rights and to permit Company’s use as provided herein; (b) the Content does not infringe any third party intellectual property, privacy, publicity or other rights; (c) the Content does not violate applicable law; and (d) no third party claims or encumbrances exist on the Content.

Company represents and warrants that it will use the Content in accordance with this Agreement and will not intentionally use the Content in a manner that defames Contributor.

6. OWNERSHIP; MORAL RIGHTS

6.1 Ownership. Except as expressly set forth in this Agreement, Contributor retains all right, title and interest in and to the Content, subject to the license granted to Company. Nothing in this Agreement transfers ownership of Contributor's underlying pre-existing works unless expressly stated in writing.

6.2 Moral Rights. To the extent permitted by law, Contributor hereby waives or agrees not to assert any moral rights or similar rights in or to the Content against Company and its licensees. If such rights cannot be waived, Contributor grants Company the right to act as necessary to avoid infringement of such rights.

7. INDEMNIFICATION

Contributor shall indemnify, defend and hold harmless Company and its officers, directors, employees, agents and affiliates from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) breach of Contributor’s representations and warranties; (b) claims that the Content infringes or misappropriates the rights of a third party; or (c) Contributor's negligence or willful misconduct.

8. CONFIDENTIALITY

Each party shall maintain in confidence information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential information shall not include information that is or becomes publicly known through no breach of this Agreement, is received from a third party without breach, or is independently developed.

9. TERM AND TERMINATION

9.1 Term. This Agreement shall commence on the Effective Date and continue for a period of months unless earlier terminated in accordance with this Section.

9.2 Termination for Cause. Either party may terminate this Agreement upon material breach by the other party that remains uncured for thirty (30) days after written notice of such breach. Upon termination, Company’s rights to use Content granted hereunder shall cease, except that Company may retain copies to the extent necessary to wind down uses and to comply with legal obligations.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below by personal delivery, nationally recognized overnight courier, certified mail (return receipt requested) or email to the designated notice email if agreed in writing.

11. AMENDMENTS; WAIVER; ASSIGNMENT

No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties. No waiver of any breach shall constitute a waiver of any other breach or default. Contributor may not assign its rights under this Agreement without Company’s prior written consent, which shall not be unreasonably withheld.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction selected by the parties. State/Jurisdiction:

12.2 Entire Agreement. This Agreement, together with any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings relating to its subject matter.

12.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect to the maximum extent permitted by law.

13. MISCELLANEOUS

13.1 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be binding.

13.2 Remedies. The parties acknowledge that monetary damages may be inadequate to remedy certain breaches and that each party shall be entitled to seek equitable relief in addition to any other remedies.

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