CONTENT (PROVIDER) TERMS & CONDITIONS
1. Participant Agreement
By using hashtag <#Approvehashtag> in response to a request from Lonia to use your content, you hereby agree to grant Lonia license rights to use your content as outlined in these terms and conditions. Lonia also agrees to abide by these terms and conditions. You acknowledge that these terms and conditions constitute legally enforceable promises that you are making to Lonia and you also acknowledge that Lonia is relying on your promises to conduct its business and will incur expenses in doing so. Please read the terms and conditions of this Agreement carefully.
2. Allowable participants
You must be 18 years of age or older and have the legal right to enter into this Agreement and to grant the rights to use your content, as outlined in these terms and conditions, to Lonia.
3. Ownership of content
You warrant that the image, video, audio, graphics, text, or code ("Content") shall be free and clear of any claim, right or encumbrance that would limit or restrict the rights granted to Lonia in these terms and conditions and that the use of the Content by Lonia in accordance with the rights granted to Lonia shall not violate any copyright, trademark, moral right, right of privacy or right of publicity, or infringe or misappropriate any intellectual property rights of any third party. You warrant that you have all the necessary rights, title and interest to grant the rights set forth in these terms and conditions to Lonia.
4. Model releases
You warrant that you have obtained model releases for all individuals who appear in the Content, including children under eighteen years of age where release is obtained from their parent or guardian.
5. Voluntary assignment of rights
You warrant that you are voluntarily providing Lonia with the rights to use your Content according to these terms and conditions and will not receive any compensation or payment from Lonia for these rights. Neither you nor your successors, heirs, legal representatives and assigns will receive or solicit payment for such rights at any point in time.
6. Rights to use content
You hereby grant to Lonia a non-exclusive, perpetual, worldwide, sub licensable, royalty-free license to use, access, load, download, store, install, copy, publish, distribute, communicate, exhibit, produce, reproduce, print, broadcast, display, sub-license and/or assign (hereinafter to "use" or "make use") the Content. Lonia is under no obligation to use the Content. All rights for use of the Content granted to Lonia in this Agreement are applicable in any and all media, including but not limited to print, electronic and digital media for advertising, marketing, promotion, education, publicity, public relations and/or editorial purposes. Except for Lonia’s license rights contained in this Agreement, you continue to own all rights in and to the Content. To the extent your Content contains other materials or elements owned by Lonia or any third party licensors, such as characters or other elements protected by copyright, trademark or other laws, your rights to make use of the Content will continue to be governed by and may be limited by other applicable laws, the rights of third parties and Lonia.
7. Credit for content
Lonia shall exercise reasonable efforts to include credit to you when using the Content, provided that the details such as your name and/or social media identity (handle) are included by you. You voluntarily agree to waive all moral rights in favour of Lonia and under no circumstance shall a failure to include credit by Lonia, its directors, officers, agents, employees or sub-licensees constitute a breach of this Agreement.
You shall at all times indemnify and hold harmless Lonia, its directors, officers, agents, employees and any others for whom it may be responsible in law, from and against all losses, claims, demands, awards, judgments, actions and proceedings by whomsoever made, brought or prosecuted, resulting from or arising out of, attributable to or in any way connected with this Agreement and whether or not caused by your negligence, including without limitation any actions brought by third parties alleging infringement or misappropriation of intellectual property rights in and to the Content, except to the extent to which such loss or damage has arisen out of Lonia's negligence. You further agree that neither you nor your successors, heirs, legal representatives and assigns will commence proceedings against Lonia regarding copyright or moral rights in the Content.
9. Withdraw consent
10. Governing law
You shall comply with all laws applicable to the performance of your obligations under this Agreement. You agree that all matters relating to this Agreement shall be interpreted in accordance with the laws applicable in New York, without reference to its conflict of law provisions, and the parties agree to the exclusive jurisdiction of the Courts of New York. This Agreement shall ensure to the benefit of, and be binding upon, the successors, heirs, legal representatives and assigns of each of Lonia and you, as applicable.