CONTENT LICENSE AGREEMENT
TERMS & CONDITIONS
This Content License Agreement (“Agreement”) is a legal agreement between you, as either an individual or an authorized representative of your organization (“You”), and Carol Cole Company, a California corporation (“NuFACE”), for the limited purpose of acquiring content created by You, or where applicable, engaging You to create professional-quality custom brand-integrated (collectively, the “Content”) to endorse and promote NuFACE’s cosmetic devices and skin care products produced or sold by NuFACE under the brand name NuFACE® or Carol Cole Company (the “Products”), through NuFACE’s designated social media outlets, websites, content or apps authorized or relating thereto (collectively, the “Site”).
These Terms apply to all users of the Site, including, without limitation, users who contribute content, information, photographs, videos and other materials or services on the Site, either as an individual or as an authorized representative of your organization (collectively, “You”). By signing where indicated below, You agree that You have read, understood and agree to be bound by these Terms.
Use of the Site may include the opportunity to post on the Site certain ideas, concepts, information, data, text, music, sounds, photographs (including “before and after” photographs), graphics, videos, messages, or comments, opinions and other materials concerning the Products (collectively, “Content”).
You hereby do and shall grant NuFACE, a non-exclusive license to access your Content through the Site, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such Content. NuFACE and its designees also have the right, but not the obligation, to use your username (and real name, image, likeness or other identifying information, if provided in connection with the Content), city and state in connection with broadcast, print, online or other use or publication of your Content. NuFACE and our designees may use or otherwise transfer, remove or dispose of any and all Content without restriction and users of the Site shall not be entitled to any compensation whatsoever for any such use, transfer or disposition of Content by NuFACE. Notwithstanding the foregoing, personal identification data, if any, included in the Content shall be handled in accordance with NuFACE’s privacy policies.
By signing this Agreement, you agree that Content created by You will be deemed non-proprietary and non-confidential and may be used by NuFACE, our affiliates or others without restriction. You also agree that NuFACE, and its authorized representatives may use any ideas, concepts, know-how or techniques contained in any Content You provide for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products, services and content using such information, without any credit, notice, approval or compensation to You. This Site may also allow You to use a video consultation feature either with automated tools, a live consultation with a beauty advisor, or both. By using this service, You agree to allow your camera to connect automated tools, live consultation with a beauty advisor, or both. A video consultation is a live experience and will not be recorded.
NuFACE cannot guarantee that other users will not copy, modify, distribute or otherwise use any Content that You share. NuFACE and its authorized representatives are not responsible for any user’s misuse or misappropriation of any Content You share.
NuFACE shall maintain ownership of all intellectual property owned by NUFACE and You will not acquire any ownership rights whatsoever in NuFACE trademarks, name, logos, or other intellectual property by virtue of this agreement.
By sharing, uploading, modifying or submitting any Content, including, but not limited to photographs, videos, “before and after” comparisons and related media, You hereby grant NuFACE and its designees a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive, and fully transferable, assignable, sublicensable right and license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, improve, distribute, commercialize, perform, or display such Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed for any purpose, including, without limitation, advertising and promotional purposes, reproduction, transmission, publication, broadcast and posting without any further consent by You or notice, credit and/or compensation to You or any third parties.
In addition, the Content, including, but not limited to photographs, videos, related media and “before and after” comparisons, shall be considered a “work made for hire” and NuFACE is the “person for whom the work was prepared”. You agree to cooperate with NuFACE as reasonably necessary for NuFACE to secure such patent, copyright and trademark protection and to the extent that the Content and any intellectual property rights therein or related thereto are deemed or treated as not “works made for hire”, You hereby expressly and irrevocably assign to NuFACE all of your right, title and interest in and to the Content and any and all intellectual property rights therein or related thereto. Except as expressly permitted in these Terms, You may not use, reproduce, distribute, reverse engineer, modify, copy, publish, display, transmit, adapt, frame, link, rent, lease, loan, sell, license or in any way exploit the content of the Site.
You further acknowledge and agree that NuFACE may, among other things, (i) sell the Content or grant the right to use the Content without attribution to You, including the right to use the Content in perpetuity for future advertising in any medium; (ii) You will not acquire any ownership rights whatsoever in NuFACE trademarks, name, logos, or other intellectual property; and (iii) that all uses of NuFACE’s trademarks, name, logos, and other intellectual property will be approved by NuFACE in writing prior to use and such use shall be limited to the specific use approved in writing by NuFACE.
You agree not to use the Site to create, upload, post, send, store, or otherwise transmit any Content that is inaccurate, unlawful, harmful, threatening, embarrassing, abusive, harassing, tortious, defamatory, vulgar, obscene, offensive, profane, libelous, deceptive, fraudulent, invasive of another’s privacy, hateful, or contains or depicts nudity or explicit or graphic descriptions or accounts of sexual or violent acts (including, but not limited to, sexual language of a violent or threatening nature directed at another individual or group of individuals), or is otherwise inappropriate as determined by NuFACE in our sole discretion; (b) harm any person in any way; (c) create, upload, post, send, store, or otherwise transmit any Content that (i) victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of any impermissible classification, including, without limitation, religion, gender, sexual orientation, race, color, creed, ethnicity, national origin, citizenship, age, marital status, veteran status or disability; (ii) infringes any patent, trademark, trade secret, copyright, right of publicity or other intellectual or proprietary right of any party; (iii) create, upload, post, send, store, or otherwise transmit any material that contains software viruses or any other computer code, files, worms, logic bombs or programs designed or intended to interrupt, disable, damage, destroy, or limit the functionality of the Site or any computer software or hardware or telecommunications equipment or any other similarly destructive activity; (iv) obtain unauthorized access to any system, data, password or other information; (v) interfere with or disrupt the Site or servers or networks linked to the Site, or disobey any requirements, procedures, policies, or regulations of networks linked to the Site; (vi) intentionally or unintentionally violate any applicable local, state, national, or international law, and any rules, regulations, orders, directives and the like having the force of law; (vii) create, upload, post, send, store, or otherwise transmit any Content, or take any other actions with respect to your use of the Site, that would constitute, or would otherwise encourage, criminal conduct or conduct that could give rise to civil liability. Violation of any of the foregoing may result in immediate termination of your license to access or use the Site and may subject You to legal consequences.
NuFACE reserves the right, but shall have no obligation, to investigate your use of the Site in order to (1) determine whether a violation of the Terms has occurred or (2) comply with any applicable law, regulation, legal process or governmental request. Lastly, NuFACE may, in its discretion, remove the Content from the Site if, at any time, NuFACE determines that either (i) You have breached the terms of this Agreement or the Terms of Service, or (ii) Your continued association with NuFACE or the Product is damaging to the business or reputation of NuFACE or its Product.
NuFACE controls and operates the Site from our offices in the State of California, United States of America. Although NuFACE welcomes visitors from all parts of the world to visit the Site, visitors acknowledge that the Site, and all activities available on and through the Site, are governed by the laws of the United States of America and the laws of the State of California. NuFACE does not represent that materials on the Site are appropriate or available for use in other locations, and therefore users of the Site who choose to access the Site from other locations do so on their own initiative and are responsible for compliance with local laws. If any provision of these Terms is found to be illegal or unenforceable, the remainder of the Terms shall be unaffected and shall continue to be fully valid, binding, and enforceable.
You understand that the technical processing and transmission of the Site may involve (a) transmissions over various networks and (b) changes to conform and adapt to technical requirements of connecting networks or devices. NuFACE assumes no responsibility for the deletion or failure to store postings or other information submitted by You or other users of the Site. You agree that NuFACE may send notices to You regarding your use of the Site by means of email, a general notice posted on the Site or by written communication delivered either by overnight courier or U.S. mail to your email or mailing address as appearing in our records from time to time.
You hereby affirm, represent and warrant to NuFACE that all representations and warranties made by You, including, but not limited to, those relating to ownership, accuracy and truthfulness of the Content created by You will be true, complete and accurate. Additionally, You hereby represent and warrant that (i) You have the full right, and authority to enter into this agreement, (ii) that You have read, understood and agree to the Terms, including the procedures through which the same may be updated, and (iii) You are of the legal age of majority in your jurisdiction of residence, or if You are under the legal age of majority, You have provided NuFACE with an appropriate authorization from a parent, legal guardian or related authorization, consenting to the Terms, including consent to use of the Content by NuFACE or its authorized representatives.
This Agreement shall be governed and construed for all purposes under and in accordance with the laws of the State of California, without given effect such State’s choice of laws principles, and venue for any dispute shall be in the applicable courts in the County of San Diego.
Any dispute or claim arising out of or in connection with any provision of this agreement will be finally settled by binding arbitration in the County of San Diego, State of California, in accordance with the rules of the American Arbitration Association by one arbitrator appointed in accordance with said rules. The arbitrator shall apply California law, without reference to rules of conflicts of law or rules of statutory arbitration, to the resolution of any dispute. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, the parties may apply to any court of competent jurisdiction for preliminary or interim equitable relief, or to compel arbitration in accordance with this paragraph, without breach of this arbitration provision.
