USER GENERATED CONTENT AGREEMENT
This User Generated Content Agreement (the “Agreement”) seeks your permission to use and showcase your social media content generated by you on our website, social media sites, and promotional/informational materials (“User Content”). BY REPLYING WITH ANY OF THE FOLLOWING HASHTAGS – #amwayphoto, #artistryphoto, #nutrilitephoto, #xsphoto, #amwaymyreview – YOU AGREE AND ACCEPT THE TERMS OF THIS AGREEMENT, ENTERED BY AND BETWEEN YOU, THE OWNER OF THE USER CONTENT, AND ALTICOR INC. (“Amway”). For good and valuable consideration, of which the parties acknowledge, the terms of this Agreement are as follows:
You hereby grant to Amway and its related companies, agents, licensees, sublicensees, contractors, successors, assignees, third-party service providers, and other affiliates (collectively “Licensees”), in accordance with the terms and conditions of this Agreement, a worldwide, perpetual, irrevocable, royalty-free, fully-paid, non-exclusive, and transferrable license to use, display, reproduce, distribute, transmit, create derivative works from, and alter, your User Content for any purpose, in any manner to be determined by Licensees in their sole discretion, including but not limited to on webpages and social media pages, in promotional e-mails and advertisements, and in any and all other marketing, promotional and advertising initiatives, and in any type or form of media now or hereafter known. The Licensees may use, display, reproduce, distribute, transmit, create derivative works from, combine with other materials, alter and/or edit User Content in any manner in their sole discretion, with no obligation to you whatsoever. You further grant to the Licensees a worldwide, perpetual, irrevocable, royalty-free, fully-paid, non-exclusive, and transferrable license to use, display, reproduce, distribute, transmit, create derivative works from, and alter your image, voice, name, likeness, signature, business name, business logos, and testimonial copy and any other indicia of identity (collectively, “Persona”) as contained in the User Content, and to make any changes and/or additions thereto, or derivative works therefrom. You also grant to Licensees the right to use your Persona in association with the User Content.
You represent and warrant that (a) you own all rights in and to the User Content, and have the exclusive right to license to others the right to produce, copy, make, sublicense or sell the User Content; (b) you are not a minor and are of a legal age to enter into this Agreement; (c) the User Content, and Licensees use of the User Content, does not violate any laws or regulations; (d) the User Content is not libelous, defamatory, obscene, pornographic, abusive, indecent, threatening, harassing, hateful, or offensive or otherwise unlawful; (e) you have not used a false email address, impersonated any person or entity, or otherwise mislead Licensees as to the origin of any User Content; and (f) if you are an Amway Independent Business Owner, the User Content complies with the Amway Rules of Conduct.
Amway acknowledges and agrees that the license granted herein is non-exclusive and that you may license others to use the User Content. Amway acknowledges that you are the sole and exclusive owner of the Content, and Amway shall do nothing inconsistent with such ownership. Amway further agrees that it will not claim ownership rights to the User Content, or any derivative, compilation, sequel or series, or related content owned by or used by you. Amway agrees that nothing in this Agreement shall give Amway any right, title, or interest in the User Content except as set forth in the terms of this Agreement.
The User Content is not confidential to Licensees and shall have no protections of confidentiality. By agreeing to this Agreement, you consent to Licensees’ collection and use of any personal information you provide in connection with Licensees’ use of the User Content. You acknowledge that 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 behalf of the Licensees.
Websites or social media sites owned or operated by Licensees 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 Licensees by authorizing use of the User Content or otherwise using or accessing websites or social media sites owned or operated by Licensees.
YOU RELEASE, DISCHARGE AND AGREE TO HOLD LICENSEES, AND ANY PERSON ACTING ON THEIR BEHALF, HARMLESS FROM ANY LIABILITY RELATED IN ANY WAY TO LICENSEES’ USE OF THE USER CONTENT. IN NO EVENT WILL LICENSEES BE LIABLE, NOR DO LICESEES ASSUME RESPONSIBILITY, FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE USER CONTENT, OR OTHERWISE, EVEN IF LICENSEES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF, NOTWITHSTANDING THE OTHER PROVISIONS OF THIS AGREEMENT, LICENSEES ARE FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH YOUR USE OF THE SITE OR ANY CONTENT, LICENESEES’ LIABILITY SHALL IN NO EVENT EXCEED US$100.00. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO THE FOREGOING LIMITATION MAY NOT APPLY TO YOU.
YOU SPECIFICALLY WAIVE AND SURRENDER ANY CLAIMS WHICH YOU MAY NOW HAVE OR HEREAFTER HAVE THAT USE OF YOUR PERSONA IN CONNECTION WITH THE USER CONTENT WOULD CONSTITUTE AN INVASION OF YOUR PRIVACY AND/OR A VIOLATION OF YOUR RIGHT OF PUBLICITY. YOU ALSO SPECIFICALLY WAIVE ANY MORAL RIGHTS OR DROIT MORAL YOU MAY HAVE UNDER THE LAWS OF ANY COUNTRY OR STATE, IF PERMITTED UNDER THE LAW OF SAID COUNTRY OR STATE. WHERE MORAL RIGHTS CANNOT BE WAIVED ACCORDING TO THE APPLICABLE LAW, YOU FURTHER AGREE NOT TO EXERCISE SUCH RIGHTS WITH RESPECT FOR THE NORMAL EXPLOITATION OF THE USER CONTENT BY LICENSEES.
Amway reserves the right to alter this Agreement without advance notice by posting a revised Agreement. Accordingly, you should review this Agreement each time you grant permission or authorization to use User Content.
No waiver by Amway of any term or condition set out in this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Amway to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. All disputes arising from the terms of this Agreement shall be subjected to binding arbitration with one arbitrator. This Agreement shall be governed by and construed in accordance with the laws of Michigan without regard to the conflicts of laws rules thereof and any arbitration shall be brought in Michigan using Michigan state laws when applicable.
Effective 21 April 2021. Version 1 – 19, April 2021