For good and valuable consideration conveyed by this release, license and consent (“Agreement”), the receipt of which the undersigned (“You” or “Your”) acknowledge, You hereby grant to Big Loud Records, LLC, and to its agents, employees, officers, contractors, licensees, members, assigns and other representatives (collectively “Company”), the absolute and irrevocable right and permission to reproduce, modify, publish, display, distribute and/or otherwise use your UGC in any manner, in whole or in part, whether or not distorted in character or form, either alone or accompanied by other material, in any and all media now known or hereafter invented, including but not limited to Company's websites and social media pages (e.g. Facebook, Twitter, YouTube, Instagram, Company websites), worldwide, in perpetuity, for any legal purpose whatsoever, including but not limited to advertising, publicity and marketing of Company and/or its or its affiliates' products and services. This right to use your UGC also includes the right to change, edit and/or modify your UGC and any element and/or component thereof in any way without your permission or approval. You waive any right to inspect or approve use of UGC as described in these UGC Terms. You agree that all right, title and interest in and to the finished product in which your UGC may appear, including the copyrights therein, shall vest exclusively in Company. We have no obligation to utilize your UGC, and we, in our sole discretion, may remove or refuse to post your UGC (to the extent within our control). We will make commercially reasonable efforts to recognize you for your content and provide a link back to your content or account, but we are not obligated to do so (and your permission for us to use your UGC is not dependent upon such recognition). You agree that Company does not owe you any compensation, payment, or royalties in connection with your UGC.
You represent and warrant that (i) you own all rights in and to your UGC and all elements and/or components thereof (including if other individuals are identifiable in your UGC, you have obtained their permission to grant this license); (ii) your UGC complies with all applicable terms of use and/or standards of conduct on the website/platform posted; and (iii) Company's use of your UGC as permitted herein will not violate any applicable laws or violate or infringe upon the rights of any third party, including without limitation any copyright, trademark, right of privacy/publicity or other personal or proprietary right or applicable standard of conduct. You further represent and warrant that any testimonials or statements contained in your UGC are given by you voluntarily, are true and accurate, and reflect your honest opinions, findings, beliefs, experiences and sentiments. Finally, you represent that you are over the age of majority in your state of residence and have the right satisfy the obligations in these UGC Terms.
You acknowledge that you bear responsibility for your UGC, that your UGC is public and not confidential, and that no Company will be liable for your UGC. Therefore, you hereby agree to release, hold harmless and not assert any claim of any nature whatsoever against anyone relating to the exercise of the permissions granted pursuant to these UGC Terms, including, but not limited to, any claim of copyright infringement, libel, slander, defamation, invasion of privacy or right of publicity or any other right, and you waive all claims against Company and will indemnify them from any and all claims arising out of your breach or alleged breach of any of the above representations and/or warranties.
Even if we do not seek to enforce our rights under these UGC Terms, these UGC terms will remain effective unless we agree otherwise in writing. No single waiver will be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. If any provision of these UGC Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, we agree that such provision will be eliminated or limited to the minimum extent possible so that the remaining provisions of these UGC Terms remain in force.
All matters or disputes relating to these UGC Terms will be governed by and construed in accordance with the laws of the State of Tennessee applicable to agreements to be performed therein. Any and all disputes arising out of or in connection with this Agreement or the performance or interpretation thereof shall be exclusively settled by binding arbitration to be held in Nashville, Tennessee.
Company may revise and update these UGC Terms from time to time in our sole discretion. All changes will become effective immediately when we post them. Please check these UGC Terms from time to time so you are aware of any changes, as they are binding on you.
This permission and all the rights granted to Company are irrevocable and not subject to rescission, revocation or termination. You further understand and agree that under no circumstance shall You be entitled to equitable and/or injunctive relief in connection with this Agreement.
