By submitting, posting, transmitting, or otherwise making available to Welham & Co your User Generated Content or UGC (as defined below), you agree that you are bound by the following terms (the “Policy”) without limitation or qualification. The Policy may be modified from time-to-time; you agree to be bound by the most recent version of the Policy, which modifications may be viewed at the web address https://welhamandco.com/pages/user-generated-content-policy and are effective upon posting to that web address.
User Generated Content (“UGC”) includes textual, audio, and/or visual content and information, including name, username, voice, picture, portrait and likeness, other identifying information, caption, location, including commentary and feedback related to Welham & Co's products and services, entries in contests and promotions, and other content and information submitted, provided, or otherwise made available to Welham & Co. All UGC must be appropriate for a family audience. Please be careful when selecting your UGC for submission, provision, or making available to Welham & Co; your UGC may be used in a public forum such as the Internet, and others may attempt to use your UGC to discover information about you for any purpose, including harassment. You understand that Welham & Co cannot be responsible for others’ misuse of your UGC or any information contained therein. Welham & Co has no obligation of confidentiality with respect to your UGC, your submission of UGC, or any other information related to you or the UGC.
By submitting, posting, transmitting, or otherwise making available to Welham & Co your UGC, you grant Welham & Co, as well as its respective licensees, successors, and assigns (collectively, the “Licensed Parties”) a worldwide, perpetual, non-exclusive, unlimited, irrevocable, transferable, royalty-free and fully paid-up license to use, publish, post online, copy, copyright, modify, create derivative works of, distribute, broadcast, publicly display, and otherwise use and exploit in any manner your UGC or any part of your UGC, including the right to sublicense, without further obligation to, notice to, or approval or consent from you. This license is applicable to your UGC as it may be used in any and all formats, social media platforms, radio, television, film, and other media outlets, advertising, marketing, and other distribution channels, known now or developed later. You acknowledge that by considering your UGC and possibly using your UGC, the Licensed Parties have provided you with good and valuable consideration for the license, and that the Licensed Parties have no further obligation under the license at any time to pay or otherwise compensate your or any other person or entity in consideration of the license. Your provision of your UGC to Welham & Co, and the grant of the license set forth above, is not conditioned on any attribution or compensation. You agree that the Licensed Parties may pursue patent, trademark, or copyright protection for your UGC, that you will not challenge or object to such protection, and that you will take all actions and sign all documents necessary to apply for and perfect such protection.
You understand that the Licensed Parties are under no obligation to use your UGC and may refuse to do so for any reason at any time. The Licensed Parties may use your UGC for any lawful purposes, including commercial ones, with or without your name, social media username or handle, or other identifying or branding information. These uses may include, but are not limited to, informational, educational, commercial, entertainment, promotional, or advertising of Welham & Co or its products or services via the Internet, web sites, mobile apps, social media platforms, media outlets, advertising, marketing, and other distribution channels, known now or devised later. For example, the Licensed Parties may re-post your post on Instagram or Twitter. The Licensed Parties may post or re-post your UGC with or without attribution to you or any other person or entity, and use of your UGC does not constitute or imply an endorsement or affiliation of you or any other person or entity. The Licensed Parties may, at any time, end or modify its use of your UGC without further obligation to, notice to, or approval or consent from you.
You represent and warrant that you own or otherwise control your UGC, or have all rights, licenses, consents, and releases necessary to submit, provide, or otherwise make available your UGC to Welham & Co and also to grant the Licensed Parties the license set forth above, or that you are the agent, authorized representative, parent, or guardian of the person or entity who does. You represent and warrant that your UGC has not been copied, derived from, or otherwise taken from any other work to which you do not have rights. You represent and warrant that neither your UGC, nor your submission, provision, or making available of your UGC, infringes, misappropriates, or otherwise violates any third party’s intellectual property, proprietary, or contractual rights, or rights of publicity or privacy. You represent and warrant that your UGC does not impersonate or otherwise mis-identify anyone, and that each person displayed, mentioned, or otherwise identified in your UGC has provided their written consent to you to be included in your UGC and to be used by the Licensed Parties consistent with this Policy. You will promptly provide copies of such written consent upon Welham & Co’s request. You represent and warrant that neither your UGC, use of your UGC, nor your submission, provision, or making available of the UGC, infringes or violates any law or regulation. You represent and warrant that your UGC contains no malicious code, hack, crack, phishing device, robot, spider, or other automated device or process, or other data with the potential to harm, damage, or gain unauthorized access to an Internet-connected device. You represent and warrant that your UGC is not threatening, abusive, harmful, harassing, tortious, defamatory, libelous, vulgar, obscene, indecent, pornographic, invasive of another’s privacy, or racially, ethnically, unlawful, or otherwise objectionable.
You agree to indemnify the Licensed Parties and their affiliates for all claims arising from or in connection with any claims to any rights in your UGC or any damages arising from your UGC or submission, provision, or making available thereof. You agree to hold harmless, indemnify, and defend the Licensed Parties and directors, managers, members, officers, partners, employees, equity holders, and agents (the “Indemnified Parties”) from and against any and all claims, causes of action, damages, liabilities, losses, costs and expenses, including reasonable attorneys’ fees, and including any third-party claims (collectively, “Losses”) incurred by an Indemnified Party arising out of or relating to your UGC or any breach of the representations made by you herein, including but not limited to claims of infringement or violation of patent, trademark, copyright, or other intellectual property rights, contractual rights, rights of publicity (either now existing or acquired later), or rights of privacy. To the fullest extent permissible under applicable law, the Indemnified Parties are not liable for any direct, incidental, consequential, special, indirect, punitive or similar damages arising out of or resulting from this Policy, including without limitation, damages for harm to business, lost profits, lost savings, or lost revenues, regardless of how such damages are caused and whether based in contract, tort (including negligence) or any other theory of liability, and regardless of whether you have been advised of the possibility of such harms, losses, expenses or other damages. Upon submission, provision, or making available of your UGC, you hereby release the Indemnified Parties from, and irrevocably waive, any and all claims that the Licensed Parties’ use of your UGC violates any intellectual property, publicity, privacy, or other rights you may have.
You irrevocably waive all rights in your UGC, including any moral rights, of the local equivalent thereof, which you may have under any laws existing now or promulgated later. You agree that the failure of Welham & Co to exercise or enforce any right in this Policy will not act as a waiver of such right, or of any other right in this Policy, and that all rights and remedies under this Policy will still be available to Welham & Co. This Policy is personal to you and may not be assigned without the prior written consent of the Licensed Parties. The Licensed Parties may assign their rights and obligations, or any part thereof, without your consent to any person or entity at any time. If any section of this Policy is deemed invalid or unreasonable by a court or arbitrator, such section shall be severable from the remainder of this Policy, which shall be enforced according to its terms irrespective of the enforceability of the invalid or unreasonable section, provided such enforcement is consistent with the general intent of the parties as evidenced by the Policy as a whole. If you believe that UGC is being used by the Licensed Parties without your authorization, please notify us by sending an email to firstname.lastname@example.org and provide your name, contact information, identification and ownership of the original content, and a description and identification of the offending content as well as its location.