Common use of SUBMITTED CONTENT Clause in Contracts

SUBMITTED CONTENT. For Submitted Content: a. Client grants to Getty Images and Getty Images designees, a worldwide, perpetual non-exclusive license, with a right to grant sublicenses, to reproduce, distribute, exploit, publish, transmit, broadcast, display, exhibit, adapt, crop, and modify, the Submitted Content, alone or in combination with any other material, in any and all media, format or embodiment, now known or later developed. Getty Images may (i) determine how to market and distribute the Submitted Content, and the license model(s) and products and services through which Submitted Content is licensed; and (ii) stop marketing or licensing the Submitted Content at any time. b. Client agrees that notwithstanding anything to the contrary in the Agreement: (i) Getty Images shall have the right, in its sole discretion, to approve or reject all Submitted Content for distribution by Getty Images; (ii) Neither Client nor any third party shall at any time be entitled to receive any royalties or other monies as a result of or in connection with Getty Images’ and/or its licensees’ and designees’ use and/or exploitation of the Submitted Content; (iii) Getty Images shall not be deemed in breach of this Agreement for any use at any time of the Submitted Content by third parties, including but not limited to any failure by Getty Images and/or any third parties accessing the Submitted Content via Getty Images to provide credit/attribution in any use of any Submitted Content; (iv) Client shall not sell, transfer and/or permit any sale or transfer of any Submitted Content to any person, licensing agent or other entity for sale or licensing, or otherwise place or distribute (or permit any placement or distribution of) any Submitted Content to or with any agency or distributor (other than Getty Images) for sale or licensing, or make any direct sales or licenses of any Submitted Content to third parties; and (v) Sections 3,, 5, and 6, of the Standard Terms shall not apply to any Submitted Content. c. Client represents and warrants that: (i) by entering into this Agreement and providing the Submitted Content, Client is not creating any conflict with or violation of any rights of any sports governing body, team, sponsor and/or other third party, and the Submitted Content does not violate any copyright, privacy rights, proprietary rights or other rights of any person or entity; (ii) Client is the copyright owner of all Submitted Content or are expressly authorized by the copyright owner of the Submitted Content to grant the rights to Getty Images and its designees to exploit Submitted Content as provided in Section 15 above; (iii) all moral rights pertaining to the Submitted Content and the creators thereof are waived; (iv) any captions and descriptions included with the Submitted Content transmitted to Getty Images will be accurate; (v) Client has procured any necessary waivers for all relevant privacy, publicity, or other intellectual property rights to the extent necessary to allow Getty Images to fully market, license, and distribute Submitted Content as contemplated by the Agreement, including but not limited to a waiver of all such rights by persons and/or properties depicted in the Submitted Content; (vi) no third party has any rights, title or interest therein or thereto the Submitted Content, which would require Getty Images to make any payments to such third party or any other party, and/or provide compensation in connection with the rights granted to Getty Images hereunder, and/or procure any permissions and/or consents from any third parties in exercising Getty Images’ rights hereunder; and (vii) to the extent Submitted Content includes any personal information, as that term is generally understood in applicable data privacy laws, such personal information has been collected and provided to Getty Images in compliance with all applicable data privacy laws. Client agrees to indemnify and hold harmless Getty Images, its parent, affiliates, subsidiaries, officers, directors, employees, successors, assigns and licensees, from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) arising out of or in connection with any breach or alleged breach by Client of its obligations, warranties and representations pursuant to the Submitted Content and this Section 15. Getty Images shall not indemnify Client, nor be in any way liable to Client for any use of any Submitted Content by third parties, including but not limited to licensees of Getty Images. d. In the event that Client discovers an actual or potential unauthorized use of Submitted Content (“Claim”) by anyone accessing Submitted Content via Getty Images, and/or any customer or end user of Getty Images and/or such customer’s end users (jointly and severally “Users”), then Client shall notify Getty Images, and both Parties agree to engage in good faith discussions and mutual cooperation regarding such Claim, and neither Party shall pursue any Claim against any Users without the other Party’s prior written consent.

SUBMITTED CONTENT. For You are legally responsible for all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials (“Submitted Content: a. Client grants ”) uploaded, posted or stored through your use of the Services, including the provision of the financial information that you input into the Services. You are responsible for inputting complete, accurate, timely and correct financial information into the Services. You may not upload, post or otherwise make available through your use of the Services any material protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark or other proprietary right owned by a third-party, and the burden of determining whether any material is protected by any such right is on you. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, violation of contract, privacy or publicity rights or any other harm resulting from any Submitted Content that you upload. You have full responsibility for all Submitted Content you upload, including its legality, reliability and appropriateness. You hereby grant to Getty Images and Getty Images designees, Forecast5 a worldwide, perpetual non-exclusive licenseexclusive, with a perpetual, irrevocable, royalty-free, fully paid-up, worldwide license (including the right to grant sublicensessublicense through multiple tiers) to use, to reproduce, distributeprocess, exploitadapt, publicly perform, publicly display, modify, prepare derivative works, publish, transmittransmit and distribute each of your Submitted Content, broadcastor any portion thereof, displayin any form, exhibitmedium or distribution method now known or hereafter existing, adapt, cropknown or developed, and modify, authorize others to use the Submitted Content, alone . We may modify or in combination with any other material, in any and all media, format or embodiment, now known or later developed. Getty Images may (i) determine how to market and distribute the Submitted Content, and the license model(s) and products and services through which adapt your Submitted Content is licensed; in order to transmit, display or distribute them over computer networks and (ii) stop marketing or licensing in various media and/or make changes to the Submitted Content at as necessary to conform and adapt them to any time. b. Client requirements or limitations of any networks, devices, services or media. Forecast5 agrees that notwithstanding anything to the contrary use any personal information contained in the Agreement: (i) Getty Images shall have the right, in its sole discretion, to approve or reject all any of your Submitted Content in accordance with the Forecast5 Services Privacy Policy. You agree to pay for distribution by Getty Images; (ii) Neither Client nor all royalties, fees, damages and any third party shall at any time be entitled to receive any royalties or other monies as a result of or in connection with Getty Images’ and/or its licensees’ and designees’ use and/or exploitation of the Submitted Content; (iii) Getty Images shall not be deemed in breach of this Agreement for owing any use at any time of the Submitted Content person by third parties, including but not limited to any failure by Getty Images and/or any third parties accessing the Submitted Content via Getty Images to provide credit/attribution in any use of any Submitted Content; (iv) Client shall not sell, transfer and/or permit any sale or transfer reason of any Submitted Content posted by you to any personor through your use of the Services. When you provide Submitted Content you agree that the Submitted Content shall not be in violation of the “Restrictions on Submitted Content” paragraph below. Those prohibitions do not require Forecast5 to monitor, licensing agent police or other entity for sale or licensing, or otherwise place or distribute (or permit any placement or distribution of) remove any Submitted Content to or with any agency or distributor (other than Getty Images) for sale or licensing, or make any direct sales or licenses of any Submitted Content to third parties; and (v) Sections 3,, 5, and 6, of the Standard Terms shall not apply to any Submitted Content. c. Client represents and warrants that: (i) by entering into this Agreement and providing the Submitted Content, Client is not creating any conflict with or violation of any rights of any sports governing body, team, sponsor and/or other third party, and the Submitted Content does not violate any copyright, privacy rights, proprietary rights or other rights of any person or entity; (ii) Client is the copyright owner of all Submitted Content or are expressly authorized information submitted by the copyright owner of the Submitted Content to grant the rights to Getty Images and its designees to exploit Submitted Content as provided in Section 15 above; (iii) all moral rights pertaining to the Submitted Content and the creators thereof are waived; (iv) any captions and descriptions included with the Submitted Content transmitted to Getty Images will be accurate; (v) Client has procured any necessary waivers for all relevant privacy, publicity, or other intellectual property rights to the extent necessary to allow Getty Images to fully market, license, and distribute Submitted Content as contemplated by the Agreement, including but not limited to a waiver of all such rights by persons and/or properties depicted in the Submitted Content; (vi) no third party has any rights, title or interest therein or thereto the Submitted Content, which would require Getty Images to make any payments to such third party you or any other party, and/or provide compensation in connection with the rights granted to Getty Images hereunder, and/or procure any permissions and/or consents from any third parties in exercising Getty Images’ rights hereunder; and (vii) to the extent Submitted Content includes any personal information, as that term is generally understood in applicable data privacy laws, such personal information has been collected and provided to Getty Images in compliance with all applicable data privacy laws. Client agrees to indemnify and hold harmless Getty Images, its parent, affiliates, subsidiaries, officers, directors, employees, successors, assigns and licensees, from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) arising out of or in connection with any breach or alleged breach by Client of its obligations, warranties and representations pursuant to the Submitted Content and this Section 15. Getty Images shall not indemnify Client, nor be in any way liable to Client for any use of any Submitted Content by third parties, including but not limited to licensees of Getty Imagesuser. d. In the event that Client discovers an actual or potential unauthorized use of Submitted Content (“Claim”) by anyone accessing Submitted Content via Getty Images, and/or any customer or end user of Getty Images and/or such customer’s end users (jointly and severally “Users”), then Client shall notify Getty Images, and both Parties agree to engage in good faith discussions and mutual cooperation regarding such Claim, and neither Party shall pursue any Claim against any Users without the other Party’s prior written consent.

SUBMITTED CONTENT. For 10.1. Datagrasp is not the source of, does not verify or endorse and takes no responsibility for the content of communications made using the Service, including live interpersonal conversations whether in-person or through audio or video, or any materials submitted or made available through the Service via any function which allows a user to post or share content (“Submitted Content:”). By using the Service, you agree that your Submitted Content may be viewable by other users of the Service. Submitted Content is entirely the responsibility of the person from whom such content originated. You therefore may be exposed to content that is offensive, unlawful, harmful to minors, obscene, indecent or otherwise objectionable. Submitted Content may be protected by intellectual property rights owned by third parties. You are responsible for the content you choose to communicate and access using the Service. In particular, you are responsible for ensuring that you do not submit material that (a) is protected by copyright, contains trade secrets or otherwise is subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from the rightful owner; (b) is false or is a misrepresentation; (c) is offensive, unlawful, harmful to minors, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or that encourages conduct that would be considered a criminal offense, gives rise to civil liability, violates any law, or is otherwise objectionable; or (d) impersonates another person. Datagrasp may in its sole discretion block, prevent delivery of or otherwise remove the content of communications as part of its effort to protect the Service or its customers, or otherwise enforce the terms of this ToU. Further, Datagrasp may in its sole discretion remove such content and terminate your account if you submit any content that is in breach of this ToU. a. Client grants 10.2. Datagrasp does not claim ownership of any of your Submitted Content. With respect to Getty Images and Getty Images designeesall of your Submitted Content, you grant Datagrasp a perpetual, irrevocable, non-terminable, transferable, worldwide, perpetual royalty-free, sublicensable, fully paid-up, non-exclusive licenseand transferable license to use, with a right to grant sublicenses, to reproduce, distribute, exploit, publish, transmit, broadcastprepare derivative works of, display, exhibit, adapt, crop, and modify, copy and perform the Submitted ContentContent or any part of the Submitted Content in connection with the Service and Datagrasp’s (and its successors’ and affiliates’) business, alone including without limitation for promoting and redistributing part or in combination with any other material, all of the Service (and derivative works thereof) in any and all mediamedia formats and through any and all media channels. You also hereby grant each user of the Service a non-exclusive license to access your Submitted Content through the Service while the Submitted Content is made available through the Service. You may take down any of your Submitted Content at any time; however, format you acknowledge and agree, that Datagrasp may still have access to such Submitted Content and that the above license granted by you to Datagrasp will remain in effect despite your removal of the Submitted Content from the Service. You hereby represent, warrant and covenant that any Submitted Content you provide does not include anything (including, but not limited to, text, images, music or embodimentvideo) to which you do not have the full right to grant the license specified in this Section 10.2. 10.3. You acknowledge and agree that: (a) by using the Service, now known you may be exposed to content that you may find offensive or later developedindecent and you do so at your own risk; (b) you are solely responsible for, and Datagrasp has no responsibility to you or any third party for any Submitted Content that you create, submit, post or publish on or through the Service; (c) Datagrasp does not guarantee any confidentiality with respect to your Submitted Content; and (d) Datagrasp is not responsible for any Submitted Content provided by third parties that you may have access to through your use of the Service and all Submitted Content is the responsibility of the person from whom such Submitted Content originated. Getty Images may You acknowledge and agree that (i) determine how to market Datagrasp has no control over and distribute is not responsible for the Submitted Content, and the license model(s) and products and services through which use of Submitted Content is licensedby its users, including any user that has uploaded Submitted Content to a personal device; and (ii) stop marketing or licensing the Datagrasp may not be able to remove Submitted Content at that is uploaded onto a user’s device. Datagrasp does not endorse any timeSubmitted Content or any opinion, recommendation, or advice expressed therein, and expressly disclaims any and all liability in connection with Submitted Content. b. Client agrees 10.4. You acknowledge that notwithstanding anything Datagrasp has the right to the contrary pre-screen your Submitted Content, but has no obligation to do so. At Datagrasp’s sole discretion, any Submitted Content may be included in the Agreement: (i) Getty Images Service in whole or in part in modified form. In addition, Datagrasp and its designees shall have the right, right (but not the obligation) in its their sole discretion, discretion to approve refuse or reject all remove any Submitted Content that is available via the Service that violates this ToU or is otherwise objectionable including, but not limited to, being unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or violating any party’s intellectual property. In addition, Datagrasp can change, add to or remove from your Submitted Content as part of training and coaching processes. 10.5. You acknowledge that your Submitted Content is your sole responsibility. You agree that, under no circumstances, will Datagrasp be liable in any way for distribution by Getty Images; (ii) Neither Client nor any third party shall at Submitted Content, including, but not limited to, any time be entitled to receive errors or omissions in any royalties Submitted Content, or other monies any loss or damage of any kind incurred as a result of the use or in connection with Getty Images’ and/or its licensees’ and designees’ use and/or exploitation of the Submitted Content; (iii) Getty Images shall not be deemed in breach of this Agreement for any use at any time of the Submitted Content by third parties, including but not limited to any failure by Getty Images and/or any third parties accessing the Submitted Content via Getty Images to provide credit/attribution in any use of any Submitted Content; (iv) Client shall not sell, transfer and/or permit any sale or transfer distribution of any Submitted Content to any person, licensing agent or other entity for sale or licensing, transmitted or otherwise place or distribute (or permit any placement or distribution of) any Submitted Content to or with any agency or distributor (other than Getty Images) for sale or licensing, or make any direct sales or licenses of any Submitted Content to third parties; and (v) Sections 3,, 5, and 6, of made available via the Standard Terms shall not apply to any Submitted ContentService. c. Client represents and warrants that: (i) by entering into this Agreement and providing the Submitted Content, Client is not creating any conflict with or violation of any rights of any sports governing body, team, sponsor and/or other third party, and the Submitted Content does not violate any copyright, privacy rights, proprietary rights or other rights of any person or entity; (ii) Client is the copyright owner of all Submitted Content or are expressly authorized by the copyright owner of the Submitted Content to grant the rights to Getty Images and its designees to exploit Submitted Content as provided in Section 15 above; (iii) all moral rights pertaining to the Submitted Content and the creators thereof are waived; (iv) any captions and descriptions included with the Submitted Content transmitted to Getty Images will be accurate; (v) Client has procured any necessary waivers for all relevant privacy, publicity, or other intellectual property rights to the extent necessary to allow Getty Images to fully market, license, and distribute Submitted Content as contemplated by the Agreement, including but not limited to a waiver of all such rights by persons and/or properties depicted in the Submitted Content; (vi) no third party has any rights, title or interest therein or thereto the Submitted Content, which would require Getty Images to make any payments to such third party or any other party, and/or provide compensation in connection with the rights granted to Getty Images hereunder, and/or procure any permissions and/or consents from any third parties in exercising Getty Images’ rights hereunder; and (vii) to the extent Submitted Content includes any personal information, as that term is generally understood in applicable data privacy laws, such personal information has been collected and provided to Getty Images in compliance with all applicable data privacy laws. Client agrees to indemnify and hold harmless Getty Images, its parent, affiliates, subsidiaries, officers, directors, employees, successors, assigns and licensees, from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) arising out of or in connection with any breach or alleged breach by Client of its obligations, warranties and representations pursuant to the Submitted Content and this Section 15. Getty Images shall not indemnify Client, nor be in any way liable to Client for any use of any Submitted Content by third parties, including but not limited to licensees of Getty Images. d. In the event that Client discovers an actual or potential unauthorized use of Submitted Content (“Claim”) by anyone accessing Submitted Content via Getty Images, and/or any customer or end user of Getty Images and/or such customer’s end users (jointly and severally “Users”), then Client shall notify Getty Images, and both Parties agree to engage in good faith discussions and mutual cooperation regarding such Claim, and neither Party shall pursue any Claim against any Users without the other Party’s prior written consent.