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User-Generated Content License Agreement 1. General provisions This User-Generated Content License Agreement ("Agreement")
is by and between Mary Kay Inc., its affiliates, and subsidiaries
(collectively, "Mary Kay", "we", "our", or "us")
and you ("you", "your" or "USER").
2. Ways of providing consent (permission) to our use
of your UGC We will contact you on the relevant Third-Party
Platform, our Mary Kay platform, or another platform which provides Services,
to ask for your explicit consent to use your Content. We will ask you to reply
to us confirming whether you give Mary Kay permission to use your UGC. You can
provide us with your explicit written which confirms you agree to allow us to
use your UGC in Mary Kay Media, for example, "yes", "OK", "Agree" and other
similar words in any language. You must respond directly to us within the same
chat, thread or by private message to release the agreed UGC to us. If we do
not receive your response within 7 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 Mary Kay Media. 3. By consenting to our use of your UGC, you
agree to provide Mary Kay 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, worldwide
license (as detailed below) to Mary Kay and its executives, employees, related
subsidiaries, agents, licensees, sublicensees, contractors, successors, legal
representatives, assigns, third-party service providers and their respective
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, 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 Mary Kay and its
products and services, throughout the world 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. USER hereby forever waives and relinquishes all so-called "moral
rights" now or hereafter recognized (e.g., 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
derivative works, 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 Mary Kay, its
products and/or services. 3.4. No fees or obligations to return. USER
agrees that no money will be owing to any party because of the posting of the
UGC or its use as contemplated by the Services and this Agreement or 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 not to assert any claim against the
Licensed Parties of any nature whatsoever arising by reason of its use of such
UGC. 3.5. Mary Kay'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 for any reason whatsoever. 3.6. Intellectual Property. Your
use of Mary Kay trademarks or tradenames must be conducted in accordance with
your Mary Kay independent sales force agreements and any relevant Mary Kay
guidelines, if applicable. You agree that all goodwill that arises in
connection with your use of Mary Kay's trademarks inures exclusively to Mary
Kay and agree not to challenge Mary Kay's ownership or control of any Mary Kay
trademarks. You acknowledge and agree that you do not acquire any ownership or
other rights in property information and materials of Mary Kay by authorizing
the use of your UGC or otherwise using or accessing the Services. The Services,
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. 3.7. Non-Confidentiality of UGC. You
agree that your UGC will be treated as non-confidential – regardless of whether
you mark them "confidential," "proprietary," or the like – and will not be
returned, 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. 4. Representations, warranties, and indemnity 4.1. READ AND AGREE. BY
PROVIDING CONSENT TO USE YOUR UGC TO MARY KAY, 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 MARY KAY. 4.2. Age of Majority and Authority. By
providing your UGC to Mary Kay, you represent and warrant that you are at least
the age of majority in your country of residence (which is eighteen (18) in
most countries) and you have the right to execute and fully perform this
Agreement. 4.3. No Prohibited UGC Content. By
providing your UGC to Mary Kay, 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, ordinance, or
regulation including, but not limited to, those governing export control,
consumer protection, unfair competition, anti-discrimination, or false
advertising (NOTE: this specifically includes the use of filters when
advertising the benefits of certain skincare or makeup products); 4.3.4. is, or may reasonably 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. that impersonates or attempts to impersonate
Mary Kay 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); 4.3.6. that includes any information that references
other websites or personally identifiable information (e.g., first and last
name, addresses, email addresses, contact information or phone numbers) unless
appropriate consent has been secured by relevant entities or individuals, per
clause 4.4; 4.3.7. 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; 4.3.8. 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 clause 4.2 of this Agreement. 4.4. Name and Likeness of Others.
By providing your UGC to Mary Kay, you represent and warrant that you have
obtained permission for you to use and for the Licensed Parties to use the
personally identifiable information of any individuals contained in the UGC, 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) and
for USER to comply with the terms of this Agreement (e.g., if someone has taken
a video of you and your friend, and you submit that video to Mary Kay as your
UGC, then you must obtain your friend's and the photographer's permission to do
so). We may require, at any time, proof of the permissions 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 Mary Kay. 4.5. Original Work. USER
hereby represents and warrants that his or her 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. 4.6. 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. 4.7. Liability. To the extent
permitted by law, Mary Kay accepts no liability for any damage, loss or injury
suffered due to this Agreement. 5. Miscellaneous 5.1. Terms of Service and Privacy Policy. By
using the Services, you acknowledge and accept Mary Kay's Privacy Policy and
consent to the collection and use of your data in accordance with the Privacy Policy and
this Agreement. 5.2. Right to Modify. Mary Kay
reserves the right to modify this Agreement at any time without prior notice ("Updated
Agreement"). You agree that we may notify you of the Updated Agreement by
posting it on the Services so that it is accessible via a link on the Services,
and that your use of the Services after we post the Updated Agreement (or
engaging in such other conduct as we 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 Mary Kay posts it on the Services or such later date as may be
specified in it. 5.3. Notice. You must send any
notice related to this agreement to Mary Kay by MarketingPH@mkcorp.com 5.4. 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 law of United States
and the courts of Texas shall have exclusive jurisdiction to settle 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). |
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