SOCIAL CONTENT LICENSE AGREEMENT
PLEASE READ THIS LICENSE AGREEMENT CAREFULLY. IT CONTAINS IMPORTANT TERMS THAT AFFECT YOUR LEGAL RIGHTS. WITHOUT LIMITATION, THIS CONTRACT INCLUDES INDEMNITIES TO IMAX FROM YOU AND LIMITATION OF YOUR RIGHTS AND REMEDIES. WHEN YOU SEND THE HASHTAG #AGREE TO IMAX Corporation VIA DIRECT MESSAGE TO @IMAX, YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT.
1. You represent and warrant that you are at least 18 years old.
2. You represent and warrant that you (a) own and control all rights, title and interest in and to the Content you are licensing to IMAX, its affiliated, exhibtors or related companies and clients (“IMAX”) or that you otherwise have all rights, permissions and consents necessary to post and use such Content (including, but not limited to, the right to use the names, images and likenesses of any third party referenced or appearing in the Content); (b) have all rights necessary to provide IMAX with the license and rights set forth in Section 3 below; and (c) have complied with all applicable laws and regulations associated with acquiring and/or producing the Content. For the purposes of this Agreement, “Content” means text or any other materials (including any associated metadata or location information), and any profile information you allow IMAX to access from third party social media platforms (such as Instagram, Twitter, and Facebook) in accordance with the authorization procedures determined by the platform (collectively, “Content”).
3. You hereby grant to IMAX a nonexclusive, royalty-free, worldwide, perpetual, irrevocable and fully sublicensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and publicly display the Content you submit, in whole or in part, on IMAX’s social media accounts, on or in any of IMAX’s digital platforms (including websites, apps and e-mail), and on third-party websites and apps for any purpose, including for promotional and publicity purposes. For purposes of clarification and not limitation, (a) this license includes, and you expressly consent to IMAX’s right to use and publicly display your name, image, likeness and persona; and (b) nothing in this license transfers your ownership of the Content to IMAX. Nothing in this license requires IMAX to use or publish your Content in any specific way or on a specific platform or use or publish your Content at all.
4. Any statements, remarks or claims contained or depicted in your Content will reflect your honest views and experiences. When referencing or depicting brands, products or services in your Content, you further agree to disclose any material connections you may have with IMAX or other third-party brands or sellers (such as if you are an employee, paid blogger or recipient of free products/services). You also agree to provide supporting information or documentation related to these statements, remarks, claims, views and experiences at IMAX’s request.
5. You understand that you will not be paid for IMAX’s use of your Content as described in this License Agreement and will be responsible for your own expenses associated with this License Agreement.
6. You agree to take any actions (including execution of documents) reasonably requested by IMAX to effect, perfect or evidence the representations and/or licenses and rights set forth in this License Agreement.
7. You agree that you will not submit Content that:
o infringes any patent, trademark, trade secret, copyright or other intellectual or proprietary right of another;
o includes material that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, violent, harassing, threatening, abusive, inflammatory, fraudulent or otherwise objectionable;
o displays, describes or encourages the use of a product or service that could be offensive, inappropriate or harmful to IMAX or any other person or depicts the use of a product in a manner that is contrary to any instruction or warnings relating to the product;
o impinges upon or violates the publicity, privacy or data protection rights of others; or
o makes or includes false or misleading statements, claims or depictions about a person, company, product or service.
Without limiting the foregoing, you agree that in conjunction with the production of your Content, you have not inflicted emotional distress or abuse on other people, have not publicly humiliated other people, have not assaulted, stalked or threatened other people, have not entered onto private property without permission, have not impersonated any other person or misrepresented your affiliation, title, or authority, and have not otherwise engaged in any activity that may result in injury, death, property damage, and/or liability of any kind. IMAX will reject and/or remove any Content in which IMAX believes, in its sole discretion, that any such activities have occurred.
8. To the fullest extent allowed by law, you agree to release, discharge and indemnify IMAX and its employees, contractors, sponsors or any other person acting under IMAX’s permission or authority, from any liability, claim, damage, judgment, cost, loss, expense (including reasonable attorneys’ fees), by virtue of any publication or use of the Content you submit or the name, image, likeness, persona or other information you provide in connection with such Content. You further agree to waive any rights to injunctive relief you may have in connection with this License Agreement.
9. This is the entire agreement between you and IMAX in relation to the Content you’re licensing. If a court finds any provision of this License Agreement to be unreasonable or unenforceable in any respect, you agree that this License Agreement will nonetheless be enforced to the maximum extent to which it is found by the court to be legally enforceable.
10. This License Agreement will be governed by applicable federal law and the laws of the State of California, without reference to its choice of law rules. Nothing herein will be interpreted as a waiver of IMAX’s rights to the Content under federal and state common law and statutes (such as rights of public domain and fair use).