These Terms of Use for User Generated Content (“UGC Terms of Use”) describe the terms and conditions under which Precious Cat, Inc. d/b/a Dr. Elsey’s Precious Cat products (hereinafter “Dr. Elsey’s”) and/or its respective contractors, licensees, successors and assigns (herein collectively called the “Licensed Parties“) may use the content created and submitted through the Dr. Elsey’s webpage by you. Such content shall be referred to herein as the “User Generated Content” or “UGC”.
IMPORTANT NOTICE — THIS IS A BINDING CONTRACT
BY SUBMITTING CONTENT TO DR. ELSEY’S, YOU (“YOU”/”YOUR”) ARE ENTERING INTO AN AGREEMENT WITH DR. ELSEY’S AND AGREE TO BE BOUND BY THESE UGC TERMS OF USE, WITHOUT LIMITATION OR QUALIFICATION. DR. ELSEY’S RESERVES THE RIGHT TO MODIFY THESE UGC TERMS OF USE BY POSTING NEW VERSIONS THEREOF, AS WELL AS THE RIGHT TO PROVIDE ADDITIONAL NOTICE OF MATERIAL CHANGES, WHICH MODIFICATIONS AND CHANGES WILL BE EFFECTIVE IMMEDIATELY.
LICENSE
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, You hereby irrevocably grant to the Licensed Parties the worldwide, fully-paid, royalty-free, sub-licensable right to use, publish, broadcast, post online, and copyright (i) You and/or your cat’s name, picture, portrait and likeness (“Name and/or Likeness”) as such Name and/or Likeness appears in or in connection with the User Generated Content and (ii) the User Generated Content in and in connection with advertising, marketing and promoting Dr. Elsey’s, its products and services, or its sponsored events, in whole or in part, by any and all means, media, devices, processes and technology now or hereafter known or devised throughout the universe. You understand and acknowledge that Dr. Elsey’s may modify the User Generated Content for formatting, navigational, integration, or other purposes, but such modifications will not materially distort such User Generated Content.
No advertisement, promotional media, or other material in any media containing Your Name and/or Likeness related to the User Generated Content need be submitted to You for any further approval for use by the Licensed Parties, and the Licensed Parties shall be without liability to You for any distortion or illusionary effect resulting from the publication of Your Name and/or Likeness.
Notwithstanding the above, the Licensed Parties will have no obligation to make any use of any of the rights granted by You. The Licensed Parties’ use of the User Generated Content or Your Name and/or Likeness does not imply any endorsement of or any affiliation with You.
YOUR REPRESENTATIONS AND WARRANTIES
You acknowledge, warrant and agree that:
LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE LICENSED PARTIES, ANY OF THEIR THIRD PARTY SUBLICENSEES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS AND AGENTS, SHALL NOT BE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, PUNITIVE OR SIMILAR DAMAGES ARISING OUT OF OR RESULTING FROM THE EXERCISE OF THEIR RIGHTS UNDER THESE UGC TERMS OF USE INCLUDING, WITHOUT LIMITATION, DAMAGES FOR HARM TO BUSINESS, LOST PROFITS, LOST SAVINGS, OR LOST REVENUES, HOWEVER SUCH DAMAGES ARE CAUSED AND WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY. THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH INJURY, DAMAGES, LOSSES OR EXPENSES.
INDEMNITY & RELEASE
On behalf of yourself, your heirs, representatives and assigns, You agree to indemnify, defend and hold the Licensed Parties, their agents, suppliers, licensees, successors, or assigns, and/or their respective officers, directors, employees, contractors and agents (collectively, the “Indemnified Parties”) harmless from and against any and all damages, liability, claims, actions, demands and costs (including, without limitation, reasonable attorneys’ fees and costs of settlement) arising out of any breach by You of these UGC Terms of Use including, without limitation, any breach of the representations and warranties defined above.
Without limiting anything set out above, You hereby release each of the Indemnified Parties from all damages, liability, claims, actions, demands and costs of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with these UGC Terms of Use.
If You are a California resident, you expressly waive California Civil Code §1542, which says: “A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
On behalf of yourself, your heirs, representatives and assigns, You irrevocably and unconditionally waive (and agree not to enforce) all rights in the User Generated Content, including without limitation any moral rights or equivalent rights which You may otherwise have under any laws now existing or which become law in the future in any part of the world.
If requested, You will sign any documentation in such manner and at such location as may be required to protect, perfect or enforce any of the rights You have granted to the Licensed Parties under these UGC Terms of Use.
MISCELLANEOUS
You agree that if the Licensed Parties do not exercise or enforce any legal right or remedy which is contained in these UGC Terms of Use (or which the Licensed Parties have the benefit of under any applicable law), this will not be taken to be a formal waiver of the Licensed Parties rights and that those rights or remedies will still be available to the Licensed Parties.
These UGC Terms of Use are made under, and shall be governed, construed and interpreted by, and in accordance with, the laws of the State of Colorado. Any dispute arising hereunder shall be resolved exclusively by litigation in applicable Colorado state courts or federal courts in the District of Colorado, of proper jurisdiction and venue. Each party hereto consents to such jurisdiction for any and all purposes.
If any court of law, having the jurisdiction to interpret and enforce these UGC Terms of Use, rules that any provision of these UGC Terms of Use are invalid, then that provision will be removed without affecting the rest of the UGC Terms of Use. The remaining provisions of these UGC Terms of Use will continue to be valid and enforceable.
Dr. Elsey’s reserves the right to alter these UGC Terms of Use without advance notice by posting a revised UGC Terms of Use. Accordingly, You should review the UGC Terms of Use each time You grant permission or authorization to feature Your User Generated Content.
