USER GENERATED CONTENT AGREEMENT
The TIKI® Brand is excited by your interest to share the TIKI® love by submitting your user generated content (“UGC”). Please carefully read the terms and conditions that follow. This User Generated Content Agreement (“Agreement”) is a binding agreement between you (“You”) and Lamplight Farms Incorporated (“Lamplight”).
BY CLICKING THE “SUBMIT” BUTTON AND UPLOADING YOUR CONTENT, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT UPLOAD YOUR CONTENT TO LAMPLIGHT.
You represent and warrant that You own or have the right to license to Lamplight pursuant to the terms herein all UGC, including but not limited to the video or audiovisual content, footage and photographs filmed, captured and/or recorded, including any rights to the music contained therein, including the right to exploit any master recordings and underlying musical compositions as synchronized to Your UGC and the public performance rights for such UGC, submitted by You to Lamplight.
Lamplight wishes to license and You desire to grant Lamplight a license to include, exhibit, display, reproduce or distribute the UGC for any and all purposes, including commercial purposes, and including but not limited to the marketing, promoting and advertising of any Lamplight brand, including the TIKI® Brand, products and services, monetization of content through advertising, subscription, licensing and other means. Such a license further includes, among other things, the right for Lamplight to incorporate the UGC in video or audiovisual content, text, graphics, artwork, photographs, templates, and other content or materials created by or on behalf of Lamplight or its licensees (the “Lamplight Partners”) to create what is referred to herein as the “Advertising Materials.”
This Agreement also governs Lamplight’s use of the name, nickname, likeness, rights of publicity, voice, live or recorded performance, autograph, photographs and biographical information of You or any third parties (“Likenesses”) as included in the UGC. You represent and warrant that You have obtained the appropriate licenses, permissions, and/or releases from all people that recognizably appear in the UGC, including the real names, nicknames, likenesses, voices, live or recorded performances, autographs, photographs and biographical information of such third-party individuals, and the owner of any music, images, video, audio, photos, text, or other material embedded within the UGC. If Your UGC contains photographs or digital or video images that depict a child that is under the age of majority in their state of residence, You represent that You have written permission from the minor’s parent or guardian to provide the photo, digital, or video image for commercial use.
You and Lamplight agree as follows:
License Grant. By submitting any UGC to Lamplight, You hereby grant to Lamplight, with a right to sublicense for commercial use, a perpetual, worldwide, unlimited, irrevocable, transferable, assignable, royalty-free, fully-paid license for Lamplight to use that UGC and Likenesses or other identifying information in connection with Your UGC, and the right to record, copy, publicly perform, broadcast, exhibit, transmit, distribute create derivate works and otherwise exploit any master recordings and underlying musical compositions as synchronized to the UGC and provide the public performance rights for such UGC, for any purpose, including but not limited to any commercial advertising, in any manner or media now or later developed, including, without limitation, the rights enumerated below:
- to reproduce, modify, display and prepare derivative works, publicly perform, publicly display, distribute, broadcast, transmit and otherwise use the UGC, in whole or in part, whether or not within or in connection with the Advertising Materials, for any purpose, in any and all media now known or hereafter created, including, but not limited to, the following (collectively, the “Licensed Uses”):
Online / Mobile: All forms of transmission over the internet, mobile carrier networks, satellite networks or other method of connectivity (as defined below), including, without limitation, all forms of streaming technologies and downloads accessible on or through any and all websites, applications, gaming and/or media platforms, social media services and/or other offerings made available by Lamplight Partners (collectively, “Online Media”);
PR / Retail: All public relations and media outreach uses, including, without limitation, the exhibition, performance and other use of the UGC and Likenesses at retail establishments (e.g., “point-of-sale” and “point-of-purchase” displays), kiosks, trade shows, conventions, sales and/or marketing meetings and other promotional events;
Print Media: The display and other use of Advertising Materials in and in connection with all forms of print media, including, without limitation, catalogues, newspaper and magazine articles, editorials, advertising and circulars, merchandise packaging and product manuals;
Television / Theatrical: All forms of television media, whether linear or on-demand (including, without limitation, all forms of local, regional and network broadcast, pay, cable, satellite and internet protocol television) and theatrical exhibition (including, without limitation, as embodied in motion pictures);
Commercials: by means of Online Media, radio and television in audiovisual works as commercial(s), produced by Lamplight Partners;
Internal Usage: internal usage for testing and product improvements; and
Other Uses: Any other exhibition, display, performance, communication to the public, distribution, exploitation or other use of the UGC and/or Likenesses not set forth above.
- to the extent that You or any third-party recognizably appear in the Content, to use the Likenesses, in or in connection with the UGC or the Advertising Materials, in any and all media now known or hereafter created, including, but not limited, for the Licensed Uses for any purpose and as necessary to exercise the rights granted in this Agreement. Subject to applicable laws, you waive any moral and privacy rights that You or Your licensors may have in any UGC.
No Guarantee of Use. Submission of Your UGC is not a guarantee that Lamplight will publish or otherwise use the UGC. For clarity, as part of the Licensed Uses, Lamplight may use Your UGC, in whole or in part or as part of the Advertising Materials without any further approval by You.
Ownership. Lamplight acknowledges and agrees that You retain all right, title and interest in and to the UGC and Likenesses, including all intellectual property rights, rights of publicity or privacy and moral rights therein, other than those rights granted herein. You acknowledge and agree that Lamplight shall acquire all right, title and interest in the derivative works of the UGC that are contained as part of the Advertising Materials.
No Additional Compensation. You agree that are not entitled to receive any compensation for the UGC, including Lamplight’s or Lamplight Partners’ uses of the UGC, including as Advertising Materials.
Warranties. You represent and warrant that: (a) You have all rights and licenses necessary to grant to Lamplight the rights granted in the UGC and Likenesses, including but not limited to rights to synchronize any master recording and or composition used to video, images, video, audio, photos, text, or other material embedded within the UGC, and You will pay any and all third-parties who may be entitled to a royalty or fee (including public performance organizations) arising from the Licensed Use of any composition or master recording embedded within the UGC; (b) to the extent any third-parties are visible in the UGC, You have obtained express consent from the third-parties to submit their likeness; (c) Lamplight’s use or sublicense of the UGC, Likenesses, or any other third-party materials as contemplated by this Agreement will not infringe, misappropriate or violate a third-party’s intellectual property rights, rights of publicity or privacy, moral rights or any applicable law or regulation; (d) Your agreement to the terms and conditions of this Agreement will not violate or conflict with any obligations owed by You to a third-party; and (e) You will comply with all laws, rules and regulations applicable to this Agreement.
Indemnity. You agree to defend, indemnify and hold harmless Lamplight, Lamplight Partners, and its and their parent and affiliates, and employees, contractors, agents, officers and directors, from and against any and all claims, demands, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from or related to: (a) Your breach of this Agreement, including without limitation Your breach of any of the representations and warranties contained herein; (b) any third-party claim that the UGC or Likenesses, or Lamplight’s or Lamplight Partners’ use thereof, infringe, misappropriate or violate any right of privacy, publicity rights, intellectual property rights or other third-party rights; and (c) any third-party claim that is based on any act or omission of You that results in personal injury, death, property damage or the violation of any law, ordinance or regulation.
Limitation of Liability. IN NO EVENT WILL LAMPLIGHT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, USE OR OTHER ECONOMIC ADVANTAGE), REGARDLESS OF THE THEORY OF LIABILITY, ARISING FROM OR RELATED TO THIS AGREEMENT OR LAMPLIGHT OR LAMPLIGHT PARTNERS’ USE OF THE UGC AND LIKENESSES, EVEN IF IT OR THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LAMPLIGHT’S TOTAL, CUMULATIVE LIABILITY TO YOU ARISING FROM OR IN RELATION TO THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT PAID BY LAMPLIGHT TO YOU PURSUANT TO THIS AGREEMENT.
General. This Agreement will be governed by and construed in accordance with the laws of the State of Wisconsin, excluding that body of law known as conflict of laws. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in Milwaukee and the parties irrevocably consent to the personal jurisdiction and venue therein. You may not assign or transfer this Agreement without Lamplight’s prior written consent, and any attempt to do so will be void. Lamplight may freely assign this Agreement. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. Any waiver, modification or amendment of this Agreement will be effective only if in writing and signed by both parties. If any provision of this Agreement is held to be unenforceable or invalid by a court of competent jurisdiction, that provision will be enforced to the maximum extent possible and the other provisions will remain in full force and effect. This Agreement is the complete and exclusive understanding and agreement of the parties regarding its subject matter and supersedes all prior understandings and agreements between the parties regarding its subject matter. The parties to this Agreement are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, or agency between the parties.
Last Updated: March 30, 2021