USER GENERATED CONTENT (UGC) TERMS OF USE AGREEMENT 


PLEASE READ THIS USER GENERATED CONTENT (UGC) TERMS OF USE AGREEMENT ("AGREEMENT" or “UGC TERMS”) CAREFULLY. THIS AGREEMENT IS A LEGAL CONTRACT BETWEEN YOU ("USER") AND ZENB US, INC. ("ZENB," "COMPANY," "WE," OR "US").

Thank you for submitting content to the ZENB US, Inc. (“ZENB”) website (the “Site”). We call the services available on the Site the “Services”. Each User is entirely responsible for all content that the User makes available through the Services, whether online or offline and whether or not solicited by ZENB, including but not limited to, images, text, designs, illustrations, photographs, videos or other intellectual property (“User Content”). By agreeing to these UGC Terms, you are providing ZENB with your permission to use your User Content in accordance with these terms.

ZENB reserves the right to alter these UGC Terms without advance notice by posting a revised User Generated Content Terms of Use Agreement. Accordingly, you should review the UGC Terms each time you grant permission or authorization to feature your User Content.


USER CONTENT LICENSE

You hereby grant to ZENB and its related companies, agents, licensees, sublicensees, contractors, successors, legal representatives, assigns, and third-party service providers, and their respective retail partners, marketing or public relations agencies, and other affiliates (the “Licensed Parties”) a worldwide, perpetual, irrevocable, royalty-free, fully-paid, non-exclusive, transferable, sublicensable right to use your User Content in any manner to be determined in the Licensed Parties’ sole discretion, including but not limited to on webpages and social media pages operated by the Licensed Parties, in promotional e-mails and advertisements, and in any and all other marketing, promotional and advertising initiatives, and in any media now or hereafter known. The Licensed Parties may use, display, reproduce, distribute, transmit, create derivative works from, combine with other materials, alter and/or edit your User Content in any manner in their sole discretion, with no obligation to you whatsoever. You will not receive any compensation of any kind for the use of User Content.

You grant the Licensed Parties the right to use your username, real name, image, likeness, descriptions of you, location or other identifying information, including but not limited to your voice, in connection with any use of your User Content. 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 ZENB under these UGC Terms.

Notwithstanding the above, the Licensed Parties will have no obligation to make any use of any of the rights granted by you. The Licensed Parties may choose to use, use and stop using, reuse or not use your User Content or name and/or likeness at any time. The Licensed Parties’ use of your User Content or your name and/or likeness does not imply any endorsement of or any affiliation with you.  You hereby waive any right to inspect or approve any use of the User Content or name and/or likeness by the Licensed Parties as permitted hereunder.

You hereby agree and represent and warrant that (i) you are solely responsible for your User Content, (ii) you own all rights in and to your User Content and/or have obtained appropriate rights and permissions from any and all other persons and/or entities who own, manage or otherwise claim any rights with respect to such User Content, (iii) you are not a minor, (iv) the Licensed Parties’ use of your User Content as described herein will not violate the rights, including but not limited to copyright, trademark, patent, trade secret, privacy, publicity, moral, proprietary or other rights, of any third party, or any law, rule or regulation, and (v) the User Content is not libelous, defamatory, obscene, pornographic, abusive, indecent, threatening, harassing, hateful, or offensive or otherwise unlawful.

You hereby release, discharge and agree to hold the Licensed Parties, and any person acting on their behalf, harmless from any liability related in any way to the Licensed Parties’ use of your User Content and your name or likeness.

The User Content that you submit is deemed non-confidential and the Licensed Parties have no obligation to maintain the confidentiality of any information, in whatever form, contained in any submission, except pursuant to the Licensed Parties’ respective privacy policies. By using this Site or the Services, you are consenting to the Licensed Parties’ collection of any personal information you provide for the Licensed Parties’ use and disclosure in connection with the use of your User Content as described herein. If you do not agree to the collection, use and disclosure of your personal information in this way, please do not use this Site or the Services or otherwise provide the Licensed Parties with personal information. Your personal information may be transferred to servers located outside the country in which you live or to third parties in other countries so that they may process personal information on the Licensed Parties behalf. By using the Site or the Services or otherwise providing the Licensed Parties with personal information, you agree to the foregoing collection, use, disclosure, transfer and processing of your information in accordance with the terms of these UGC Terms, the Privacy Policy and applicable data protection laws and regulations.

The Licensed Parties reserve the right to remove any User Content from the Site. If you believe any content, including User Content, residing on the Site or displayed or used in connection with the Services infringes any person’s or entity’s copyright rights, please contact: support@zenb.com


ADDITIONAL TERMS


INTELLECTUAL PROPERTY RIGHTS

The Site may be protected by copyright, trademark and other intellectual property laws. You acknowledge and agree that you do not acquire any ownership or other rights in proprietary information and materials of ZENB by authorizing use of your User Content or otherwise using or accessing the Site or the Services.


MISCELLANEOUS

These UGC Terms are personal to you and may not be assigned or transferred by you for any reason whatsoever without ZENB’s prior written consent; and any action or conduct in violation of the foregoing shall be void and without effect.


These UGC Terms are governed by the laws of the State of Illinois, excluding its conflicts of law rules. You hereby consent to personal jurisdiction and venue in the state and federal courts located in Cook County, Illinois.

You agree to indemnify and hold harmless ZENB and its affiliates, and its and their respective employees, agents, representatives, officers, directors, and members from and against any claim arising out of your breach or the covenants or representations set forth herein and any claim that the User Content infringes on the intellectual property rights of any third party.

You agree that if ZENB does not exercise or enforce any legal right or remedy which is contained in these UGC Terms (or which ZENB has the benefit of under any applicable law), this will not be taken to be a formal waiver of ZENB’s rights and that those rights or remedies will still be available to ZENB.

If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these UGC Terms are invalid, then that provision will be removed without affecting the rest of the UGC Terms. The remaining provisions of these UGC Terms will continue to be valid and enforceable.