Content License Agreement (Global) Terms and Conditions
Terms and Conditions:
Last updated: August 2024
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This Content Assignment Agreement (this “Agreement”) applies to any text, photographs, videos, or other content or materials (“Content”) that you as a content creator (“you”) provide, participate in, or make available to Hashtag Our Stories, Inc. d/b/a Seen or any of its affiliates (“Seen”, “we,” or “us”) . This Agreement, made by and between you and Seen, is effective as of (the “Effective Date”):
The parties hereby agree as follows:
1. Assignment & Ownership
Seen is and shall be, the sole and exclusive owner of all right, title, and interest in and to the Content, including all intellectual property rights therein. You hereby assign to Seen all right, title, and interest in and to the Content, including all intellectual property rights therein. To the extent your likeness or other intellectual property rights you own or control are incorporated into the Content (“Creator Rights”), you hereby grant Seen a perpetual, non-exclusive, royalty-free, sublicenseable through multiple tiers, fully assignable right and license to use the Creator Rights as incorporated within the Content. This license includes all rights necessary or useful to distribute Creator Rights as incorporated into Content, including the right to modify it for formatting purposes. Furthermore, you may request that Seen do not use your name in association with Content you provide, so that such Content does not contain attribution to you when reposted or shared externally by Seen. Seen will make commercially reasonable efforts to honor such requests, and cooperate with you in good faith to resolve any concerns surrounding use of your Creator Rights. Notwithstanding the foregoing, Seen will use commercially reasonable efforts to obtain your consent prior to using, exploiting, or otherwise commercializing the Content with a third party. If Seen is unable to obtain such consent in a timely fashion or it becomes reasonably impractical or unduly burdensome for Seen to do so, nothing herein shall prohibit Seen from exploiting its ownership rights in the Content at its sole discretion.
2. Creator Responsibilities
You agree to obtain necessary consents from all individuals featured in any Content in a manner mutually agreed upon by you and Seen (including but not limited to filmed consent). You agree to not incorporate third party materials into Content you do not possess sufficient rights to incorporate into such Content. You agree to personally carry out the creation of all Content described in a Statement of Work (“SOW”), and will use commercially reasonable efforts to do so in a manner that ensures your personal safety and well-being, and the safety and well-being of any individuals features in the Content. You agree to use reasonable efforts to cooperate with Seen to capture Content that fulfills and meets specifications for the Content communicated by Seen verbally, in writing, or otherwise specified an SOW. You agree to deliver Seen the Content in a manner specified in an SOW.
3. Compensation
The compensation for the assignments and licenses granted herein shall be specified in an SOW.
4. Term & Termination
​This Agreement shall begin on the Effective Date and continue until you deliver Seen all Content contemplated in a SOW. Sections 1, 4, 5, and 6 shall survive termination. Seen may terminate this Agreement at any time for any reason by providing you written notice of such termination.
5. Limitation of Liability
Except to the extent that any exclusion or limitation of its liability is void, prohibited or unenforceable by applicable law, in no event shall SEEN be liable concerning the subject matter of this agreement, regardless of the form of any claim or action (whether in contract, negligence, strict liability or otherwise), for any (A) indirect, punitive, incidental, reliance, special, exemplary or consequential damages including, but not limited to, loss of business, revenues, profits and goodwill, and trading and investment losses, or (B) damages, in the aggregate, in excess of the $100, even if SEEN has been advised of the possibility of such damages. These limitations are independent from all other provisions of this agreement and shall apply notwithstanding the failure of any remedy provided herein. You agree and acknowledge that you are voluntarily participating in content creation at your own risk, including capturing content in active war zones. SEEN shall not be liable for any injury, physical or bodily harm, or other adverse outcomes you experience as a result of voluntary content creation.
6. Miscellaneous
6. This Agreement represents the entire agreement of the parties with respect to the subject matter hereof. This Agreement shall be governed by and construed in accordance with the laws of the State of California. This Agreement is not assignable or transferable by you but is fully and freely assignable by Seen. The provisions of this Agreement are severable and the invalidity or unenforceability of any provisions hereof shall not affect the validity or enforceability of the other hereof. No failure or delay by either party in exercising any right or remedy available to it in connection with this Agreement will constitute a waiver of such right or remedy. Notices under this Agreement shall be provided to each party at the respective address or email address for that party as communicated by each party to the other in writing from time to time.