1. Preamble

This User-Generated Content License Agreement (“Agreement”) is entered into by and between PoemCards Inc., trading as CollabCards, hereafter referred to as “CollabCards” or “the Company,” and the individual or entity submitting the content, hereafter referred to as “you” or “the Licensor.”

2. Scope of Agreement

The terms outlined herein pertain to any text, images, video, data, information, or other content generated by you (“User-Generated Content” or “UGC”) and shared through CollabCards’ website, applications, social channels, or any associated services (“the Services”). This Agreement also extends to content shared on third-party platforms, including but not limited to Instagram, Facebook, Pinterest, YouTube, Snapchat, and Twitter (“Third Party Platforms”).

3. Purpose of Outreach

CollabCards may occasionally identify UGCs of particular interest and reach out to censors to request permission for their use on our platforms or third-party platforms. You have been directed to this Agreement because CollabCards seeks your approval. Please note that purchasing any CollabCards product or service is not a prerequisite for the contribution of UGC.

4. Consent and Bound Terms

Should you provide consent for CollabCards to use your UGC, as described in the methods established in this Agreement, you, as a result of this, agree to be bound by the terms of this Agreement, CollabCards’ Privacy Policy, and, where applicable, the terms of service of the relevant Third Party Platform. If you enter this Agreement on behalf of an organisation, you represent and warrant that you have the necessary authority to bind such organisation to these terms.

5. Declination

If you disagree with any part of this Agreement or do not wish for your UGC to be used by CollabCards, please refrain from granting consent.

6. Method of Obtaining Explicit Consent

When utilising your UGC, CollabCards shall approach you via the pertinent third-party platform, the proprietary CollabCards interface, or other associated services. Your explicit permission for usage will be sought, and you may convey this assent via affirmative indicators,

whether textual or symbolic (e.g., emojis). This could range from expressions like “yes”, “OK”, or “Agree” to their counterparts in other languages or relevant emojis. Your assent should be conveyed directly, within the same conversational context or via private correspondence. Should we not receive a response within seven (7) calendar days of our outreach, it will be inferred that you have withheld consent, and thus, your UGC will remain untouched by CollabCards.

7. Licensing Arrangement Upon Consent

7.1 Definition of Licensed Parties. While USERs maintain proprietary rights over their UGC (excluding any rights pertaining specifically to the Services), they concurrently confer a non-exclusive, global licensure (outlined subsequently) to CollabCards. This extends to its executives, personnel, affiliated entities, representatives, beneficiaries, subcontractors, legal successors, and designated assigns. It also encompasses third-party service facilitators, retail collaborators, promotional agencies, and all other service users (collectively called “Licensed Parties”).

7.2 Grant of UGC License. Upon granting consent for UGC utilisation, the USER irrevocably endows the Licensed Parties with a non-exclusive, transferable, sub-licensable, perpetual, global, royalty-exempt license over said UGC. This encompasses all related USER social media profile details, codification, content delineations, and other embedded materials. The license grants the Licensed Parties comprehensive authority to utilise and adapt the UGC in any extant or future medium or method. This includes, but is not limited to, commercial applications, promotions, and advertising initiatives globally, in all languages, free of obligation to remunerate or acknowledge the USER or any third party, nor the need to solicit additional permissions. The Licensed Parties are entitled to unlimited modifications of the UGC and can delegate or transfer any portion of their rights, including granting unbounded sub-licenses. All “moral rights” or analogous rights, recognised presently or in the future, result from this permanently forfeited by the USER. All data emerging from such processing, inclusive of encoding, compression, and other modifications, will be unequivocally owned by the Licensed Parties.

7.3. Grant of Name and Image Usage Rights. The USER irrevocably confers upon the Licensed Parties a continuous, royalty-exempt, global privilege to employ their name, vocal attributes, personal likeness, imagery, photographs, biographical details, emblems, trademarks, or other designations (“Identity Attributes”). This encompasses the unbounded right to display, perform, distribute, and replicate the UGC, including associated name, voice, image, and biographical details, in alignment with the Services, the UGC, derivative iterations thereof, and within any marketing, promotional, and publicity materials, all to spotlight or endorse CollabCards and its offerings.

7.4. Absence of Financial Obligations and Return Duties. The USER concedes that no monetary remuneration shall be due to any entity due to the display or application of the UGC as envisioned by this Agreement and its Services or any distribution or exploitation of said UGC or affiliated rights, whether within or outside the Service ambit. The USER further acknowledges that the Licensed Parties are exempt from obligations to return or maintain any submitted UGC or its fragments. This endorsement, provided with cognisance of its significance to the Licensed Parties, entails the USER’s commitment to abstain from presenting any claims against the Licensed Parties, regardless of its basis, stemming from using such UGC.

7.5. Discretionary Rights of CollabCards. CollabCards retains the unequivocal right, albeit not the obligation, to initiate any lawful action deemed appropriate at its sole discretion. This may encompass but is not restricted to, alterations, removals, deletions, takedowns, or any other forms of UGC erasure at any juncture, without prior notification, for any conceivable reason

7.6. Intellectual Property Stipulations. You accede that any goodwill generated via your engagement with CollabCards’ trademarks shall solely benefit CollabCards. You also commit to not contesting the ownership or dominion of any CollabCards trademarks and to refrain from adopting or employing any marks bearing semblance to CollabCards trademarks. You recognise and consent that no proprietary or other rights in CollabCards’ materials or information are conferred upon you by your UGC authorisation or any other interactions with the Services. The Services and their components may be shielded by copyright, trademark, and other intellectual property legislations. It’s imperative to note that the USER is expressly prohibited from any commercial or otherwise utilisation of the Services.

7.7. Open Nature of UGC. You concede that your UGC will be considered non-confidential – this holds even if labelled “confidential,” “proprietary,” or similar – and won’t be reverted. The Licensed Parties are exempt from duties to preserve the confidentiality of any details, in any form, within any submission, save for instances outlined within the respective privacy policies of the Licensed Parties.

8. Representations, Guarantees, and Safeguards.

8.1. Comprehensive Understanding and Agreement. When you grant CollabCards permission to use your UGC, you assert that you’ve meticulously perused this Agreement, grasped its entirety, and resolved to adhere to its stipulations. If contrary, you pledge not to offer UGC consent to CollabCards.

8.2. Age and Contractual Capacity. By transferring your UGC to CollabCards, you affirm you’re of legal age in your residence country, typically eighteen (18), and possess the authority to uphold this Agreement.

8.3. Prohibited UGC Assurance. By sharing your UGC with CollabCards, you ensure the content doesn’t encompass:

8.3.1. Any known false, misleading, or incorrect information.

8.3.2. Material that breaches third-party intellectual property rights or privacy.

8.3.3. content contravening legal provisions, such as export regulations, consumer protection, or advertising standards.

8.3.4. Anything viewed as abusive, illegal, slanderous, or encouraging illegal activities.

8.3.5. Promotional content or endorsements.

8.3.6. Attempts to impersonate CollabCards, its associates, or other users.

8.3.7. information pointing to other websites or personal data.

8.3.8. Harmful digital entities like viruses or malware.

8.3.9. Any person who hasn’t consented or cannot legally provide consent to their identity portrayal under the Agreement’s stipulated clauses.

8.4. Third-Party Permissions. By submitting UGC to CollabCards, you attest to securing permissions for all personal data and identities within the UGC, adhering to this Agreement’s conditions. You must possess all vital rights and consents from third parties linked to your UGC submissions, encompassing copyrights and privacy rights. At our discretion, we may ask for tangible evidence of these permissions. If you suspect any rights violations, promptly notify CollabCards.

8.5. Authentic Contribution. You declare that your UGC inputs are authentic, free from any third-party influences, and devoid of legal disputes that might undermine the rights granted here.

8.6. Indemnification Clause. You pledge to safeguard, absolve, and defend the Licensed Parties against any claims or liabilities arising from this Agreement, your engagement with the Services, or any representation breaches in this Agreement.

8.7. Liability Constraints. CollabCards disclaims any liability for potential damages or losses from this Agreement within the bounds of applicable law.

9. Additional Provisions

9.1. Acceptance of Policies. You recognise and consent to CollabCards’ Privacy Policy by engaging with the Services. This includes agreeing to the data gathering and utilisation procedures described in the Privacy Policy and this Agreement.

9.2. Amendments to Agreement. CollabCards retains the prerogative to adjust this Agreement without preliminary announcement (“Revised Agreement”). It’s understood that any modifications will be conveyed by making the Revised Agreement available on the Services. Your continued interaction with the Services post-modification signifies your acceptance. Thus, you’re encouraged to revisit this Agreement frequently. The Revised Agreement’s enactment aligns with its posting on the Services or a later specified date.

9.3. Communication Requirements. Should you need to relay any notice concerning this Agreement, direct it to privacy@collab.cards

9.4. Jurisdiction and Legal Compliance. Any disagreements or assertions related to these provisions, whether they pertain to its formation or content (contractual or otherwise), shall be interpreted in line with the laws of Delaware, U.S.