Ways of providing consent (permission) to our use of your UGC: We will contact you on the relevant Third-Party Platform, our BISSELL platform, or another platform, which provides Services, to ask for your explicit consent to use your Content. We will ask you to reply to allow us to use your UGC. You could provide us with your explicit consent in any form of words or symbols (emoji), which confirms you agree to allow us to use your UGC in BISSELL Media, for example, “yes”, or “OK”, “Agree” and other similar words in any language, including emoji. You must respond directly to us within the same chat, thread or by private message in order to release the agreed UGC to us. If we do not receive your response within 7 calendar days from the date we contacted you we will assume that you do not consent to our use of your UGC and your UGC will not be used by us in any BISSELL Media.
By consenting to our use of your UGC, you agree to provide BISSELL with the license on the following terms and conditions:
3.1 Licensed Parties. USERs retain ownership of USER’s UGC (but excluding any ownership related to Services). At the same time, USERs agree to grant a non-exclusive, world-wide license (as detailed below) to BISSELL and its executives, employees, related companies, agents, licensees, sublicensees, contractors, successors, legal representatives, assigns, third-party service providers and their respective retail partners, marketing or public relations agencies and other affiliates, and all other users of the Services (the “Licensed Parties”).
3.2 License of UGC. Once USER allows us to use USER’s User Generated Content by providing us with the consent, USER irrevocably grants to the Licensed Parties the non-exclusive, assignable, sub-licensable, worldwide, perpetual, royalty-free, no cost license and right to use and otherwise exploit USER’s User Generated Content, in whole or in part, and all USER social profile information, code, content, content descriptions, and other materials depicted therein, to which USER has access and the right to grant a license, in whole or in part, in any manner or medium now or hereafter known or devised, including on the Internet, in any commercial manner, and in advertising and promotion of BISSELL and its products, throughout the globe and in any and all languages without the requirement to make payment to you or to any third party or the need to seek any third party permission. The Licensed Parties will have the right to make unlimited derivative works therefrom, to assign or transfer any or all such rights and to grant unlimited, multiple-level sublicenses with no obligations to you, whether financial, credit, approval of changes or otherwise. To the extent permitted by law, USER hereby and forever waives and relinquishes all so-called “moral rights” now or hereafter recognized (for example, to be named as the author or to protect the integrity of your UGC). The Licensed Parties shall have and retain all right, title, and interest in and to the data resulting from such processing, including without limitation, encoding, compressing, formatting, and processing of audio and video data.
3.3 The License of Name and Likeness. USER also irrevocably grants the Licensed Parties the perpetual, royalty-free, and worldwide right to use their name, voice, likeness, image, photograph, biographical material, logos, marks, or trade names, or other information provided or obtained (“Name and Likeness”), including without limitation, the right to publicly display, publicly perform, distribute, and reproduce the UGC, name, voice, likeness, social profile, information and biographical material, in connection with the Services, the User Generated Content, in derivative works thereof, and in any advertising, publicity and exploitation material for purposes of advertising or promoting BISSELL and/or its products.
3.4 No Fees or Obligations to Return. USER agrees that no money will be owed to any party as a result of the posting of the UCG or its use as contemplated by the Services and this Agreement for any use, distribution, or other exploitation of the UGC or any rights therein, whether as part of the Services or otherwise. USER also agrees that the Licensed Parties shall not be responsible for the return or preservation of UGC submitted or any elements thereof. This permission is given to the Licensed Parties with the knowledge that it will be relied thereon at substantial cost to the Licensed Parties, and USER agrees to not assert any claim against the Licensed Parties of any nature whatsoever arising by reason of its use of such UGC.
3.5 BISSELL’s Lack of Obligations. We reserve the right, but have no obligation, to take any legally available action that we deem appropriate, in our sole discretion, including, without limitation, editing, removing, deleting, taking down or otherwise erasing your UGC at any time without notice or any reason whatsoever.
3.6 Intellectual Property. You agree that all goodwill that arises in connection with your use of BISSELL’s trademarks inures exclusively to BISSELL and agree not to challenge BISSELL’s ownership or control of any BISSELL trademarks, nor use or adopt any trademarks that might be confusingly similar to such BISSELL trademarks. You acknowledge and agree that you do not acquire any ownership or other rights in property information and materials of BISSELL by authorizing the use of your UGC or otherwise using or accessing the Services. The Services and their parts may be protected by copyright, trademark, and other intellectual property laws. For purposes of certainty, USER may not make any commercial or any other use of the Services.
Representations, warranties, and indemnity:
4.1 READ AND AGREE. BY PROVIDING CONSENT TO USE YOUR UGC TO BISSELL, YOU REPRESENT AND WARRANT THAT YOU HAVE READ THIS AGREEMENT IN ITS ENTIRETY, UNDERSTAND ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND THAT YOU AGREE TO COMPLY WITH ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, OTHERWISE YOU AGREE NOT TO PROVIDE THE CONSENT TO USE YOUR UGC TO BISSELL.
4.2 Age of Majority and Authority. By providing your UGC to BISSELL, you represent and warrant that you are at least the age of majority in the country in which you reside and you have the right to execute and fully perform this Agreement.
4.3 No Prohibited UGC Content. By providing your UGC to BISSELL, you represent and warrant that the UGC does not contain any Prohibited UGC content that:
4.3.1 is known by you to be false, inaccurate or misleading;
4.3.2 infringes any third-party’s copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy;
4.3.3 violates any law, statute, or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);
4.3.4 is, or may reasonably be considered to be abusive, illegal, defamatory, libelous, indecent, hateful, racially or religiously biased or offensive, slanderous, indecent, obscene, pornographic, sexually explicit, unlawfully threatening or unlawfully harassing to any individual, partnership or corporation in any way; or that encourages anyone to break any local, state, national or international law.
4.3.5 is or contains advertising, promotional material or promotes a product, service or commercial activity other than BISSELL products, services or BISSELL commercial activity;
4.3.6 that impersonates or attempts to impersonate BISSELL or any of its employees, another user, or person or entity (including, without limitation, the use of email addresses associated with any of the foregoing);
4.3.7 that includes any information that references other website(s) or personally identifiable information (e.g. first and last name, address, email address, contact information or phone numbers);
4.3.8 that contains any computer viruses, worms, Trojan horses, spyware or other potentially damaging technologies, computer programs or files or malicious code that could impact the operation of our Services or any computer or other device;
4.3.9 that contains any persons who have not consented or are unable to consent (whether due to being below the age of majority or otherwise incapable) to the Licensed Parties’ use of their Name and Likeness under above of this Agreement;
4.4 Name and Likeness of Others. By providing your UGC to BISSELL, you represent and warrant that you have obtained permission for you to use and for the Licensed Parties to use the personal data, Name and Likeness of any individuals contained in the UCG, in the same manner as to which you agreed under this Agreement. USER represents and warrants that USER has all the necessary rights, licenses, clearances, and consents needed from third parties in order for you to submit UGC (including but not limited to all copyright and right of publicity and privacy rights) for USER to comply with the terms of this Agreement (for example, if someone has taken a video of you and your friend, and you submit the video to BISSELL as your UGC, then you must obtain your friend’s and photographer’s permission to do so). We may require, at any time, proof of the permission referred to above in a form acceptable to us. If you ever have reason to believe that you have not maintained any of these rights or obligations, you must provide immediate notice to BISSELL and contact us.
4.5 Original Work. USER hereby represents and warrants that his or contribution to UGC are wholly original with USER and are not a copy or imitation of any other material; will not infringe or violate any right whatsoever, including without limitation, any personal rights (e.g., defamation, publicity, privacy, false light, moral right, etc.) or any property rights (e.g., copyright, trademark, right to ideas, etc.) of any person or entity; and are not the subject of any threatened or pending litigation, claim or dispute that might give rise to litigation, which adversely affects or in any way prejudices, impairs or diminishes the rights granted hereunder or the value thereof. USER agrees that BISSELL is under no obligation to use any UGC. USER acknowledges that BISSELL reserves the right to change, condense, edit, modify, transmit, display, or delete any UGC, and you waive any rights you have in having the UGC altered or changed, posted, emailed or otherwise made available on the Services.
4.7 Indemnity. USER agrees to indemnify, hold harmless, and defend the Licensed Parties from any claim or liability related in any way to this Agreement, your use of the Services, the Licensed Parties’ use of your UGC, or relating to any breach of any representation, warranty or covenant made by USER in this Agreement.
4.8 Liability. To the extent permitted by law, BISSELL accepts no liability for any damage loss or injury suffered by any person or entity due to this Agreement, including without limitation, for any errors or omissions in any UGC, or for any loss or damage of any kind incurred by USER as a result of any UGC transmitted, uploaded, posted, emailed, or otherwise made available via the Services.
5.1 Right to Modify. BISSELL reserves the right to modify this Agreement at any time without prior notice (“updated Agreement”). You agree that we may, but are under no obligation to, notify you of the Updated Agreement by posting it on the Services so that it is accessible via link on the Services, and that your use of the Services after we post the Updated Agreement (or engaging in such other conduct as may reasonably specify) constitutes your agreement to the Updated Agreement. Therefore, you should review this Agreement on a regular and frequent basis. The Updated Agreement will be effective as of the time that BISSELL posts it on the Services or such later date as may be specified in it.
5.2 Notice. You must send any notice related to this agreement to BISSELL by sending an email to [email protected].
5.3 Governing law. Any dispute or claim arising out of or in connection with these terms or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the state of The Netherlands including all matters of construction, validity, performance, enforcement and non-contractual disputes or claims and without giving effect to the principles of conflict of laws. Any action brought by any party hereto shall be brought before the relevant court in Amsterdam.