USER GENERATED CONTENT LICENSE AGREEMENT TERMS & CONDITIONS

For content providers to John Soules Foods, Inc., johnsoulesfoods.com, and social media channels utilized by John Soules Foods, Inc.

This User Generated Content License Agreement (“Agreement”) is by and between John Soules Foods, Inc. (JSF) and you or the organization you represent (“you” or “Participant”).

In consideration for JSF permitting you to submit your content, content descriptions and social profile information (“your Content”) to JSF, you hereby acknowledge and agree that upon submission of your Content and/or by replying to our authorization request with the hashtag #YESJSF4U, you shall be bound by this Agreement and by JSF Privacy Policy and Terms of Service. If you do not agree to all of the terms of this Agreement, DO NOT SUBMIT your Content or REPLY TO our authorization request. If you are executing this Agreement on behalf of an organization, you represent that you have the authority to do so.

Participants agree, represent and warrant to the following:

CONSENT AND RELEASE

  • You are at least 18 years of age, you have the legal right to enter into this agreement and you are not impersonating anyone else;
  • You own all rights in and to your Content including without limitation, all rights to the image, audio, video and or digital recording and performance contained in your Content (if any) and/or you have acquired all necessary rights to the elements appearing in your Content to enable you to grant the same rights to JSF as described herein;
  • Your Content is wholly original and does not infringe on the copyright, trademark, patent, trade secret or any other intellectual property rights, privacy rights, or any other legal or moral rights of any third-party individual or entity;
  • You agree to release and allow all creative license and creative treatment in the use and product of your Content at the discretion of JSF and its affiliated agents;
  • You voluntarily agree to waive all “moral rights” that you may have to your Content;
  • Any information contained in your Content is not known to you to be false, inaccurate or misleading;
  • Your Content does not violate any law;
  • You were not and will not be compensated or granted any consideration by any third- party for submitting your Content;
  • You will not be compensated or granted any consideration in any way by JSF for the use of your Content;
  • Your Content does not incorporate materials from a third-party website, copyright protected materials or personally identifiable information of anyone other than yourself;
  • Your Content does not reflect negatively in any way upon JSF or its marketing, advertising, commercial or promotional efforts; and
  • You agree to irrevocably release and forever discharge JSF and its affiliated agents, subsidiaries, employees and third-party providers from any and all actions, claims, damages, liabilities and demands, whether absolute or contingent and of any nature whatsoever, which you now or hereafter have against JSF and its affiliated agents, subsidiaries, employees and third-party providers and their respective successors without limitation resulting from the use of your Content or anything contained therein by JSF.

NON-CONFIDENTIALITY

You understand and agree that your Content will not be treated in confidence, and may be publicly displayed and potentially viewed by many people from around the world. By replying to JSF’s request for consent, you authorize JSF to use and share your Content on its official websites including, but not limited to, johnsoulesfoods.com and subdomains, and any domains registered to John Soules Foods, Inc., as well as in all social media channels including, but not limited to, Facebook, Twitter and Instagram. Furthermore, by replying to JSF’s request for consent, you authorize JSF to use and share your Content in other marketing materials or advertising, both digital and printed, such as flyers, magazines, videos, or billboards.

JSF’S RIGHTS TO USER GENERATED CONTENT

You grant JSF and affiliated agents a perpetual, transferable, non-exclusive, worldwide license to a) use, copy, transmit, distribute, reproduce, modify, create your Content and all derivative works from, adapt, combine with other ideas or works, publish, translate, publicly perform, publicly broadcast and publicly display your Content (or any modification thereto) in whole or in part, in any format or medium now known or later developed and b) use your Content in any manner and for any purpose, including and without limitations: marketing, advertising, commercial or promotional purposes that JSF or its affiliated agents deem appropriate.

You agree that you are solely responsible for your Content. JSF is not required to host, display, or distribute any Content on or through its Websites and may remove Content at any time or refuse Content for any reason. JSF is not responsible for any loss, theft, misuse or damage of any kind to your Content.

INDEMNIFICATION

You agree to indemnify and hold JSF, its parents, subsidiaries, affiliates, officers and employees, harmless from any claim, demand, or damage, including reasonable attorneys’ fees, asserted by any third party due to or arising out of your use of the JSF Website and/or any information (text or graphical), software, or products obtained through the JSF Website and/or from JSF.

TAKEDOWN

Should you want your content removed from JSF Website(s) or social channels, you will need to send a message to marketing@jsfoods.com and include a link to your original content and the location on our website or social channel where your content should be removed. Once JSF acknowledges receipt of your email request, please allow 30 days for any action to take place.

SITE LICENSE AND ACCESS

JSF grants you a limited license to access and make personal use of this site and not to download (other than page caching) or modify it, or any portion of it, except with the express written consent of JSF. This license does not include any derivative use of this site or its contents or any use of data mining, robots, or similar data gathering and extraction tools.

You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of JSF and/or its affiliates without express written consent of JSF. You may not use any meta tags or any other “hidden text” utilizing JSF’s name or trademarks without the express written consent of JSF. Any unauthorized use terminates the permission or license granted by JSF.

If you would like to link to JSF Website(s), the following rules apply:

  • You must not incorporate any content from this site into another site or social media channel by in-lining, framing or creating other browser or border environments around the Website Content. You may only link to, not replicate, the JSF Website Content;
  • You may not use any JSF trademarks, logos, designs or service marks in your links without express written permission of JSF;
  • You may not create the appearance of a relationship or affiliation with JSF; and
  • The other site or social media channel may not contain offensive, distasteful, illegal or inappropriate content.

GENERAL

These Terms and Conditions and the Privacy Statement together with any additional terms to which you agree when using particular elements of the Website(s) constitute the entire and exclusive agreement between you and JSF.

APPLICABLE LAW

All disputes against JSF, including but not limited to disputes as to this Terms of Use; the site license; site access restriction and/or termination; JSF’s trademarks, copyrights, patents, trade secrets, trade dress and other intellectual property disputes; member accounts; privacy; and disclaimer of warranties shall be governed by the laws of the State of Texas, U.S.A. and shall be submitted to a state or federal court in Smith County, Texas, U.S.A., and you irrevocably consent to exclusive jurisdiction and venue in such courts. Use of the JSF Website is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this Applicable Law section. EACH PARTY WAIVES A TRIAL BY JURY IN ANY LEGAL ACTION BETWEEN THE PARTIES.