Terms and Conditions for Hallmark’s Use of User-Generated Content
1) You represent and warrant that:
a) You are a legal adult eighteen (18) years of age or older and a legal resident of the United States of America (i.e., its fifty states and the District of Columbia).
b) Either you are not a current employee of Hallmark or of any of its parents, subsidiaries, or affiliates (collectively, “the Hallmark Companies”), nor a current or former employee of any competitor of the Hallmark Companies (including but not limited to American Greetings Corporation and its affiliates); or, if you are currently an employee of one of the Hallmark Companies, your employer’s rights in the UGC is governed by your employment agreement (if any) and any other law that is applicable on account of you being an employee, rather than the terms of this agreement, though you agree that such rights shall, in any event, not be less than are set forth in this agreement.
c) The UGC is original to you, and you are the sole owner, creator, inventor and/or author of the UGC.
d) The use of the UGC by any of the Licensees (as defined below), in accordance with these terms and conditions, will not libel or defame any person nor infringe the rights of any third parties (including copyright, trademark, right of privacy, and right of publicity), and you have all rights and permissions necessary for the Licensees’ use of the UGC.
2) You hereby grant to Hallmark and its affiliates, parents, subsidiaries, venture partners and agencies, successors and assigns, and each of their respective officers, directors, employees, agents and legal representatives, and those acting with authority or permission from any of them (collectively, “Licensees”), an irrevocable, royalty-free, sub-licensable, transferable, worldwide right and license to use, publish, display, edit, modify, embed, link to, and/or distribute in perpetuity the UGC, in whole or in part, as well as to use your name, voice, image, likeness, biographical information or any other identifiable representation or personal indicia of you (collectively, “Likeness”) in connection with a Licensee’s use of the UGC. The UGC may appear in any form, style, color or medium whatsoever now existing or developed in the future (including, without limitation, photographs, videotapes, films, sound recordings, software, drawings, print publications, broadcast, Internet and electronic media, and social media) and for any purpose, including, but not limited to, illustration, promotion, marketing, art, education, advertising, and trade.
3) You understand and agree that you will not receive any monetary compensation for use of the UGC and/or your Likeness as provided herein.
4) These terms and conditions set forth the entire understanding and agreement of the parties with respect to the subject matter hereof and supersede all other oral or written representations and understandings. This Agreement shall be governed by the laws of the State of Missouri without regard to the principles of conflicts of laws and may not be amended, modified or waived except in a written document signed by you and Hallmark. You acknowledge that any and all controversies arising out of or in any way relating to this Agreement or the UGC shall be settled by final and binding arbitration which will take place in Kansas City, Missouri, pursuant to the rules then obtaining of the American Arbitration Association. The award of the arbitrator shall be enforceable according to the applicable laws of the State of Missouri. The arbitrator shall only award damages, with the maximum amount that can be awarded to you not to exceed $5,000. Any proceeding that you may choose to bring shall be initiated within six (6) months after the date of first use by Hallmark of the UGC.