These Terms of Use for User Generated Content (“UGC Terms of Use”) describe the terms and conditions under which Personalized Beauty Discovery, Inc., a Delaware corporation d/b/a IPSY and its affiliates (“IPSY”) may use the content created and publicly posted by you, as more specifically identified and described in the message IPSY sent you via the social media platform on which such content appears referring you to these UGC Terms of Use. Such content shall be referred to herein as the “User Generated Content.”
IMPORTANT NOTICE — THIS IS A BINDING CONTRACT
BY REPLYING #YESIPSY, YOU (“YOU”/”YOUR”) ARE ENTERING INTO AN AGREEMENT WITH IPSY AND AGREE TO BE BOUND BY THESE UGC TERMS OF USE, WITHOUT LIMITATION OR QUALIFICATION. IPSY 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 IPSY, as well as its respective licensees, successors and assigns (herein collectively called the "Licensed Parties"), the worldwide, perpetual, fully-paid, royalty-free, sub-licensable right to use, publish, broadcast, post online, and copyright (i) Your name, voice, 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 IPSY, 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 IPSY 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. IPSY’s 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 OF OWNERSHIP
You acknowledge and agree that:
You are not a minor;
You have the full right, power and authority to grant the rights described in these UGC Terms of Use;
The User Generated Content was created by you or you own or control all rights in such User Generated Content, such that you have all necessary licenses, rights, consents and permissions to publish the User Generated Content and to grant the rights granted herein, including permission from all person(s) appearing in your User Generated Content;
The exercise by IPSY of its rights under these UGC Terms of Use will not violate the rights of any third party or any applicable laws, rules or regulations, including, without limitation, consumer protection, privacy, copyright, trademark and trade laws;
The User Generated Content does not contain any worms, viruses or other code deemed harmful to IPSY or IPSY’s users; and
The User Generated Content is not, in IPSY’s reasonable discretion, libelous, defamatory, obscene, pornographic, abusive, indecent, threatening, harassing, hateful, or offensive or otherwise unlawful.
LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IPSY, ANY THIRD PARTY SUBLICENSEE OF IPSY, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS AND AGENTS, ARE NOT LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, PUNITIVE OR SIMILAR DAMAGES ARISING OUT OF OR RESULTING FROM 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
You agree to indemnify, defend and hold IPSY, its agents, suppliers, licensees, successors, or assigns, and/or its and 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.
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."
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 IPSY under these UGC Terms of Use.
MISCELLANEOUS
These UGC Terms of Use is governed by the laws of the State of California excluding its conflicts of law rules. You hereby consent to personal jurisdiction and venue in the state and federal courts located in San Francisco, California.
You agree that if IPSY does not exercise or enforce any legal right or remedy which is contained in these UGC Terms of Use (or which IPSY has the benefit of under any applicable law), this will not be taken to be a formal waiver of IPSY’s rights and that those rights or remedies will still be available to IPSY.
If any court of law, having the jurisdiction to decide on this matter, 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.
IPSY 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.
Last updated: December 19, 2019