Note to Legal: Users can submit UGC content to Nectar Sleep in two ways (1. Social Platforms 2. Upload on Site) therefore need to be able to agree to terms & conditions two different ways:
- On social media platforms (Facebook, Instagram, Twitter, Pinterest) user posts using #MyNectarMattress or tagging @nectarsleep in their caption, photo, video, etc. Nectar Sleep responds on platform “We love your photo (or video) and want to request your permission to use it on Nectar Sleep Channels. Please review the T&Cs and if you consent to our use, respond with #YesNectarSleep.”
- Uploading media directly to Nectar Sleep website for our review and potential use. User will agree to terms and condition by selecting “Agree” button prior to submitting the content.
Nectar Sleep is happy that you’re interested in sharing your content with us. Before we can accept your submissions, we need to explain how we will use them and get your agreement. Please read our terms carefully!.
By clicking the “Agree” Button You Agree to the Following Terms Concerning Our Use of Your Submission:
This Content Submission Agreement (the “Agreement”) is a binding agreement between you (“You”) and DreamCloud Holdings LLC., a Delaware Limited liability company (“Nectar Sleep”). BY CLICKING THE “AGREE” BUTTON AND UPLOADING YOUR CONTENT, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT UPLOAD YOUR CONTENT TO NECTAR SLEEP. You represent and warrant that You own or have the right to license to Nectar Sleep all the video or audio visual content, footage and photographs you submit, including any rights to the music contained therein (together, the “Content”). Nectar Sleep wishes to license and You desire to grant Nectar Sleep a license to include, exhibit, display, reproduce or distribute the Content for any and all purposes, including commercial purposes, and including but not limited to the marketing, promoting and advertising of the Nectar Sleep brand, products and services. You grant Nectar Sleep a license to, among other things, incorporate the Content in video or audio visual content, text, graphics, artwork, photographs, and other content or materials created by or on behalf of Nectar Sleep. This Agreement also governs Nectar Sleep’ use of the name, nickname, likeness, rights of publicity, voice, live or recorded performance, autograph, photographs and biographical information of You or any third parties (“Appearances”) as included in the Content. You represent and warrant that You have obtained the appropriate licenses, permissions, and/or releases from all people that recognizably appear in the Content, including the real names, nicknames, likenesses, voices, live or recorded performances, autographs, photographs and biographical information of such third party individuals, and the owner of any music, images, video, audio, photos, text, or other material embedded within the Content. If your Content contains photographs or digital or video images that depict a child that is under the age of majority in their state of residence, You represent that You have written permission from the minor’s parent or guardian to provide the photo, digital, or video image for commercial use.
Submitting Content means that You hereby grant to Nectar Sleep, with a right to sublicense for commercial use, a perpetual, worldwide, unlimited, irrevocable, transferable, assignable, royalty-free, fully-paid license for Nectar Sleep to use that Content and Your Appearances or other identifying information in connection with Your Content, and the right to record, copy, publicly perform, broadcast, exhibit, transmit, distribute create derivative works for any purpose, including but not limited to any commercial advertising, in any manner or media now or later developed (collectively, the “Licensed Uses”).
USE OF YOUR CONTENT.
Submission of Content to Nectar Sleep is not a guarantee that Nectar Sleep will publish or otherwise use the Content. For clarity, as part of the Licensed Uses, Nectar Sleep may use Your Content, in whole or in part or as part of the Nectar Sleep Materials without any further approval by You.
Nectar Sleep acknowledges and agrees that You retain all right, title and interest in and to the Content and Appearances, including all intellectual property rights, rights of publicity or privacy and moral rights therein, other than those rights granted to Nectar Sleep herein. You acknowledge and agree that Nectar Sleep shall acquire all right, title and interest in the derivative works of Nectar Sleep.
REPRESENTATIONS AND WARRANTIES.
You represent and warrant that: (i) You have all rights and licenses necessary to grant to Nectar Sleep the rights granted in the Content and Appearances and You will pay any and all third parties who may be entitled to a royalty or fee (including public performance organizations) arising from the Licensed Use of any composition or master recording embedded within the Content; (ii) to the extent any third parties are visible in the Content, You have obtained express consent from the third parties to submit their likeness; (iii) Nectar Sleep’ use or sublicense of the Content and Appearances will not infringe, misappropriate or violate a third party’s intellectual property rights, rights of publicity or privacy, moral rights or any applicable law or regulation; (iv) Your agreement to the terms and conditions of this Agreement will not violate or conflict with any obligations owed by You to a third party; and (v) you will comply with all laws, rules and regulations applicable to this Agreement. In addition, you represent and warrant that the Content does not contain anything: (i) That is defamatory, libelous, abusive, threatening, racist, sexist, homophobic, vulgar, obscene, pornographic, offensive, indecent, or otherwise objectionable; (ii) That promotes hatred or physical harm of any kind against any group or individual; (iv) That is derogatory to members of a particular race, nationality, sex, sexual orientation or religion; (v) That promotes illegal or dangerous activity; or (vi) That contains any advertising or other commercial content.
You will indemnify, defend and hold Nectar Sleep harmless from and against any and all claims, demands, damages, liabilities, losses, costs and expenses (including reasonable attorneys’ fees) arising from or related to: (a) breach of any of Your representations and warranties in this Agreement; (b) any third party claim that the Content or Appearances, or Nectar Sleep’ use thereof, infringe, misappropriate or violate such third party’s intellectual property, publicity, or other third party rights and (c) any third party claim that is based on any act or omission by You that results in personal injury, death, property damage or the violation of any law, ordinance or regulation.
LIMITATION OF LIABILITY.
IN NO EVENT WILL Nectar Sleep BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, USE OR OTHER ECONOMIC ADVANTAGE), ARISING FROM OR RELATED TO THIS AGREEMENT OR Nectar Sleep’ USE OF THE CONTENT AND APPEARANCES, EVEN IF Nectar Sleep HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
This Agreement will be governed by and construed in accordance with the laws of the State of California. If any provision of this Agreement is held to be unenforceable or invalid, that provision will be enforced to the maximum extent possible and the other provisions will remain in full force and effect. This Agreement is the complete and exclusive understanding and agreement of the parties regarding its subject matter, and supersedes all prior understandings and agreements between the parties regarding its subject matter. The parties to this Agreement are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, or agency between the parties.
- Grant Nectar Sleep and our affiliates, subsidiaries, licensees, and representatives, the unrestricted and royalty-free right to use, reproduce, repost, adapt, publish, display, broadcast, publicly perform, modify and otherwise distribute the Content, including any Content bearing your (“You”) name, voice, image, likeness, and/or any other identifiable representation of yourself (“Your Likeness”), in any form, style, color or medium whatsoever now known or later developed.
- Agree that: (a) You are the sole creator, own all rights to, or otherwise have the right to grant Nectar Sleep the rights described above to the Content; (b) You are at least 18 years of age; (c) You and Nectar Sleep’s use of the Content will not infringe on the rights of any third parties; and (d) You have obtained permission from all persons whose name, voice, image, likeness and/or any other identifiable representation are included in the Content.
- Will be fully responsible and hold Nectar Sleep harmless for any claims relating to the Content arising from (a) Nectar Sleep’s use of the Content under this Agreement; (b) any act or omission by You; and (c) any breach of your representations and warranties in this Agreement.
- Agree that if Content is selected for use by Nectar Sleep, Nectar Sleep may use your full name, Internet username(s), and the city and state of your residence and/or operation for the purpose of identifying, promoting and/or generating publicity for the usage of the Content.
- Understand that sending or posting the Content through or on the Nectar Sleep Channels does not mean that Nectar Sleep will use it; but if we do, you waive any potential claims against us with respect to any use of the Content or Your Likeness.
We are excited to share your Content about Nectar Sleep and appreciate that you have taken this opportunity to have your Content appear in the Nectar Sleep Channels. If you have any questions about these terms, please contact us at firstname.lastname@example.org.
Thank you and happy posting!