WHEREAS, you (hereinafter “You”) have proceeded to provide one or more photographic images and/or audio-visual motion pictures to Wundervue, LLC (hereinafter “Wundervue,” “We”, “Us”, or “Our”) for purposes of displaying and promoting the aforementioned photographic images and/or audio-visual motion pictures (hereinafter, both individually and collectively, “the Content”) on various websites, social media posts, and in other electronic or commercial media.
WHEREAS, in exchange for good and valuable consideration of providing the Content to Us, the receipt and sufficiency of which are hereby acknowledges, Wundervue agrees to display and promote the Content or portions thereof at its sole discretion for the purpose of displaying and promoting its content according to the terms of this License Agreement (hereinafter “the Agreement”.)
WHEREAS, by sending photographic images or videos through email, uploading photographic images or videos to the Wundervue website, social media pages, or through Our shared file folders, You represent and warrant that you have read and understood these terms of this Agreement, will abide by them, and that you are either 18 years of age or more, or the applicable age of majority in your jurisdiction.
Now, THEREFORE, by providing the Content to Us, You grant Wundervue and its Subsidiaries, Affiliates, Successors, and Assigns, a perpetual, worldwide, non-exclusive, royalty-free license to use, copy, repost, transmit or otherwise distribute, publicly display, publicly perform, adapt, compile, make derivative works of, and/or make available and otherwise communicate to the public, the Content on websites, social media posts and pages, electronic mail, and other electronic communications methods, for any purpose, including for commercial promotion, advertising, and marketing purposes.
In the event that You want to rescind this license, then You must provide Wundervue with written notice of your decision and Wundervue will engage in commercially reasonable efforts to comply with your request within thirty (30) days. However, notwithstanding the foregoing, you hereby acknowledge and agree Wundervue is not obligated to ensure the deletion of the Content from any servers or systems operated by the operators any social media platform, so long as Wundervue takes reasonable efforts to request removal of the Content through the standard procedures set forth by the social media platform.
You hereby represent and warrant to Us as follows:
(i) you have obtained all rights, licenses, consents and permissions necessary in order to provide the authorized license set forth in this Agreement including, without limitation, the right to grant Wundervue and its Affiliates, Successors, and Assigns, a perpetual, worldwide, non-exclusive, royalty-free license to use, copy, repost, transmit or otherwise distribute, publicly display, publicly perform, adapt, compile, make derivative works of, and/or make available and otherwise communicate to the public, the Content on websites, social media posts and pages, electronic mail, and other electronic communications methods, for any purpose, including for commercial promotion, advertising, and marketing purposes.
(ii) The Content does not and will not infringe or violate the rights of any third party, including, without limitation, any intellectual property rights, copyright rights, trademark rights, patent rights, performers’ rights, rights of privacy or publicity, or rights in confidential information.
(iii) You have obtained any and all necessary consents, permissions and/or releases from any and all persons appearing in the Content in order to include their name, signature, or likeness in the Content and to publish the same.
(iv) The Content does not and will not create any liability on the part of Wundervue, its Subsidiaries, Affiliates, Successors, and Assigns, and their respective employees, agents, directors, officers and/or shareholders. Wundervue reserves the right to remove the Content and/or pursue all legal remedies if We believe that any of the Content breaches any of the foregoing representations or warranties, or otherwise infringes another person’s rights or violates any law, rule or regulation.
You also agree to defend and indemnify Wundervue or its designated Assignees against any and all claims, demands, liabilities, losses, judgements and causes of action, and all costs and expenses related thereto (including but not limited to reasonable attorneys’ fees, including those associated with enforcing this indemnity), arising out of the ownership or authorship of the Intellectual Property related to the license set forth in this Agreement.
Should one or more provisions of this Agreement be found to be unlawful, void or unenforceable, such provision(s) shall be deemed severable and will not affect the validity and/or enforceability of the remaining provisions of the Agreement, which will remain in full force and effect.
This Agreement is governed by the laws of the State of Colorado as though fully performed therein, without reference to its principles of conflict of laws that would trigger the application of the law of any other jurisdiction. The parties acknowledge and agree that any action arising under or in connection with this Agreement shall be brought in the United States District Court for the District of Colorado, Denver Division. The parties irrevocably consent to the jurisdiction of these venues, and waive any jurisdictional or venue defenses otherwise available.
IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, THEN DO NOT SUBMIT YOUR PHOTOGRAPHS AND/OR VIDEOS TO WUNDERVUE.
