USER GENERATED CONTENT TERMS AND CONDITIONS
PLEASE READ THESE TERMS AND CONDITIONS (“TERMS”) CAREFULLY. THESE TERMS ARE A LEGAL CONTRACT BETWEEN YOU AND LUMEE LLC (“LUMEE”, “WE”, “OUR” OR “ US”). BY PARTICIPATING IN THE CONFIDENTIAL LUMEE PRODUCT COUNCIL, YOU ARE AGREEING TO ALL OF THESE TERMS WITH RESPECT TO THE CONTENT (DEFINED BELOW) THAT YOU PROVIDE. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT PARTICIPATE IN THE LUMEE PRODUCT COUNSEL. IN PARTICULAR, BUT WITHOUT LIMITATION, YOU CONFIRM THE FOLLOWING:
YOU ARE ASSIGNING LUMEE OWNERSHIP OF YOUR CONTENT OR GRANTING LUMEE, ITS AFFILIATES, ITS SUBSIDIARIES AND ITS BUSINESS PARTNERS (AS DEFINED BELOW) THE RIGHT TO USE YOUR CONTENT (DEFINED BELOW) FOR ANY PURPOSE, INCLUDING ON THEIR WEBSITES, SOCIAL MEDIA PLATFORMS AND IN OTHER FORMS, MEDIUMS AND/OR DISTRIBUTION METHODS AS DESCRIBED BELOW, INDEFINITELY;
THE CONTENT IS YOUR ORIGINAL WORK OR YOU HAVE PERMISSION FROM THE CREATOR OF THE CONTENT TO GRANT THE RIGHT TO USE THE CONTENT;
YOU ARE NOT AN EMPLOYEE, CONSULTANT, BRAND AMBASSADOR, OR OTHERWISE MATERIALLY RELATED TO LUMEE, AND LUMEE HAS NOT COMPENSATED YOU FOR YOUR CONTENT.
We requested that you participate in a confidential group called the LuMee Product Council, be provided with information, and provide us with information and feedback (collectively, “Information”). By participating in the LuMee Product Council, you hereby irrevocably assign to LuMee or LuMee’s designee all of your right, title and interest in and to any and all Information and all Intellectual Property Rights therein and thereto (collectively, “Content”). The term “Intellectual Property Rights” refers to property rights, database rights, rights in copyright, domain names, trademarks / service marks and all goodwill associated therewith and symbolized thereby, patents, inventions, discoveries, concepts, improvements, know-how, trade secrets, and design rights, in each case whether registered or unregistered and including all applications and rights to apply for registration, and all similar or equivalent rights.
If the above assignment is prohibited by applicable law, You will retain all ownership of the Content (subject to the license granted herein). If you provide it in connection with the Content, any Licensee shall have the right, but not the obligation, to use your name, caption, location information or other identifying information, in connection with any permitted use of the Content.
By approving the use of the Content, you waive (i) any right to review, inspect or approve the use of the Content in any format or media, whether that use is known to you or not; and (ii) any right to royalties or other compensation arising from or related to the use of the Content.
YOUR OBLIGATIONS AND PROMISES TO LUMEE
Confidential Information . “Confidential Information” means any Information including, but not limited to, any information that is shared in the LuMee Product Council, or treated as confidential in the LuMee Product Council, including trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing and marketing. Without limiting the foregoing, Confidential Information includes these Terms and their existence, and all trade secrets and other non-public information, materials, data, know-how, research, systems, plans and procedures of or relating to information shared in the LuMee Product Council, including business plans and strategies, pricing and other financial information, market research, marketing plans, lists of existing and prospective suppliers and customers, contractual arrangements, employee information, and proprietary technologies and processes, software programs, systems, source code, specifications, inventions, designs, developments, and databases. Notwithstanding the foregoing, Confidential Information will not include information: (a) that a receiving party can demonstrate was lawfully received from another source, who to the receiving party’s knowledge, had the right to furnish such information, without restriction or subject to restrictions in which it has conformed; (b) that is or becomes generally available to the public other than as a result of a breach of this Agreement by the receiving party; (c) which the receiving party can demonstrate was, at the time of disclosure to it, rightfully known to it free of restriction; or (d) which is independently developed by the receiving party without the use of any of the disclosing party’s Confidential Information.
Non-Disclosure of Confidential Information . Except as otherwise expressly provided herein, you shall not, and shall not permit any other third party to, (i) use Confidential Information for any purpose other than the performance of your obligations, or exercise of your rights, in the LuMee Product Council, or (ii) divulge such Confidential Information without LuMee’s prior written consent. Notwithstanding the foregoing, in the event disclosure of Confidential Information is mandated or requested by applicable laws or regulations or by an order of a court or request of any regulatory, governmental or law enforcement agency or other authority or standards related organization, each of competent jurisdiction, then, (a) if not so prohibited by a regulatory, law enforcement or other governmental authority or an order of a court of competent jurisdiction, the receiving party shall notify the disclosing party of such requirement as soon as commercially practicable, (b) if so requested by disclosing party, the receiving party shall use good faith and reasonable efforts, in consultation with the disclosing party and at the disclosing party’s cost, to secure confidential treatment of the Confidential Information to be so disclosed (including, to the extent applicable, seeking confidential treatment under the Freedom of Information Act, 5 U.S.C. §552, as may be amended or superseded, or under similar state laws), (c) the receiving party shall use reasonable efforts to limit the scope of such disclosure to the extent possible, and (d) the receiving party shall be permitted to disclose such Confidential Information without breach of these Terms.
Notice of Disclosure of Confidential Information . You shall promptly notify LuMee of any actual or reasonably suspected unauthorized use or disclosure of any Confidential Information and shall fully cooperate with LuMee to remedy and/or mitigate any losses or damages associated therewith.
Third Party Protected Material . You may not upload, post or otherwise generate or make available to us 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, 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 Content that you provide.
Personal Representations . You represent and warrant that: (i) you are at least 18 years old or the age of majority, whichever is older, in your state and/or country of residence; (ii) you have full right and authority to enter into this agreement; (iii) neither your Content, nor the use of the Content as permitted in these Terms, will infringe upon, misappropriate or violate any laws or the intellectual property, privacy, publicity, statutory, contractual, personal, Intellectual Property Rights, or other rights of any person or entity; (iv) you are not an employee, consultant, brand ambassador, or is otherwise materially related to LuMee; (v) LuMee has not compensated you for the Content; and (vi) you own or have obtained all necessary rights and permissions to grant the rights granted herein, including without limitation, all rights or permissions from the creators of the Content, and no payment of any kind is due to any third party for the use of the Content as set forth herein.
You agree to pay for all royalties, fees, damages and any other monies owing any person by reason of any Content that you provide, and you agree to indemnify and hold the Licensees and their officers, directors, employees, agents and licensors harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys’ fees and costs of defense) LuMee or any other indemnified party suffers in relation to, arising from, or for the purpose of avoiding, any claim or demand relating to or arising out of the Content, your breach or alleged breach of these Terms, or your violation or misappropriation of any applicable law, regulation, or the Intellectual Property Rights or other rights of any third-party.
These Terms and any related claim or dispute, whether in contract, tort or otherwise, shall be governed by the laws in effect in the State of Delaware, without giving effect to its conflicts of law principles. You hereby irrevocably consent and agree to the exclusive jurisdiction of the federal and state courts of the State of New York. In the event that any provision of these Terms shall for any reason be held to be invalid, illegal or unenforceable in any jurisdiction, such provision shall be revised solely to the extent necessary to render such provision valid, legal and enforceable, and without invalidating or affecting the remaining provisions hereof. Nothing contained herein shall deem or construe you and any Licensee to be partners, joint venturers, principal-agent or employer-employee, and no party shall have any authority to obligate or bind the other whatsoever. These Terms represent the entire agreement between you and LuMee with respect to the subject matter hereof, and supersede all prior and contemporaneous agreements, understandings, inducements or conditions, express or implied, oral or written. No modifications, amendments or waivers will be effective unless in writing and signed by both you and LuMee.
If you have any questions about these Terms, you can reach us by email at firstname.lastname@example.org or by mail at LuMee LLC, 1776 Park Ave, Ste 4, #413, Park City, UT 84060.