User Generated Content – Consent and Release Agreement
I (as the “Submitter”) am making a submission of material / content (the “Material”) to and for the benefit of 505 Games S.p.A. and its affiliates, including but not limited to, 505 Games (U.S.), Inc., 505 Games Ltd, 505 Games Interactive, Inc., 505 Mobile Srl, 505 and Mobile (U.S.), Inc. (hereafter, collectively, “505 Games”) pursuant to this agreement (this “Agreement”). Intending to be legally bound, in consideration of the potential publicity and promotional value to Submitter of 505 Games’ possible use or other further dissemination of the Material, and to induce 505 Games to possibly use the Material, Submitter is providing the Material to 505 Games pursuant to the following terms and conditions:
1. 1. Submitter hereby irrevocably grants to 505 Games a non-exclusive, perpetual, transferable, royalty-free license to publicly perform, publicly display, broadcast, transmit, and distribute the Material, for free, via any interactive medium (including without limitation the Internet and any social media sites), in any manner, by any means, whether now known or hereafter devised, as well as the right to edit, alter, or otherwise use the Material in whole or in part, alone or in compilation with content provided by third parties. Submitter waives any potential claims against 505 Games or any of its affiliates with respect to any such usage and/or editing of the Material. For clarity, the license and rights granted to 505 Games hereunder are non-exclusive, and Submitter shall retain ownership and the right to lawfully use the Material.
2. Submitter represents, warrants and covenants the following:
a. Submitter is at least eighteen (18) years of age.
b. The submission of the Material, entering into this Agreement and 505 Games’ use of the Material in accordance with the terms of this Agreement, (i) does not violate the rights of any third party; and (ii) will not result in a breach of, and does not otherwise violate, any agreement or understanding with another party (including without limitation former or current employers of Submitter), or any policies and procedures that govern Submitter.
c. Either: (i) the Material is Submitter’s own creation and Submitter owns all rights in and to the Material; or (ii) Submitter has obtained all necessary rights to submit the Material to 505 Games and to enter into this Agreement.
d. The Material is not obscene, indecent, does not defame, invade the privacy of, or infringe upon or violate any rights of any kind whatsoever of any individual or entity.
e. The Material does not violate any law, rule, or regulation of any governmental entity.
f. The Material is not subject to any obligation of confidentiality.
g. Submitter has not accepted or agreed to accept, or paid or agreed to pay, any money, service or other valuable consideration for the inclusion of any matter in the Material.
3. Submitter will indemnify and hold harmless 505 Games, and its affiliates, parent companies, subsidiaries, officers, shareholders, directors, members, managers, employees, agents, representatives, successors, and assigns (collectively “505 Games Entities”) against any and all loss, liability, claims, damages and other expenses, including reasonable attorneys fees, arising from: (a) 505 Games’ use of the Material under this Agreement; (b) any act or omission by Submitter; and (c) any breach of Submitter’s representations and warranties in this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of California, United States of America, without application of conflict of laws principles. Submitter agrees that all disputes arising under this Agreement will be litigated and adjudicated exclusively in State and/or Federal Court located in the State of California, United States of America.
4. Submitter understands and agrees that in the exercise of the rights granted to 505 Games in this Agreement, 505 Games or its designees may, at their election, at any time and from time to time, exploit and turn to account any and all rights granted to 505 Games hereunder, and the Material provided by Submitter, in any manner and by any means, whether now known or hereafter devised, including without limitation, by way of streaming, webcasting, podcasting, radio broadcasting or otherwise.
5. Submitter understands that submission of the Material to 505 Games does not obligate 505 Games to use the Material.
6. Submitter agrees that if Material is selected for use by 505 Games, 505 Games may use Submitter’s full name, social handle, title of the Material, and city and state of residence and/or operation for the purpose of identifying, promoting and/or generating publicity for the usage. Except to the extent contained in the Material, 505 Games will not disclose any other personally identifiable information to the public, unless it is necessary to: (i) conform to regulatory and legal requirements or comply with the legal process; (ii) protect the safety and security of its users, employees, or property; (iii) to defend the rights of the 505 Games Entities; or (iv) enforce this Agreement.
7. For purposes of this Agreement, “Material” shall include all elements of the submission, including any music or other copyrighted elements that may be contained therein.