UGC SUBMISSION AGREEMENT
UGC SUBMISSION AGREEMENT
THIS UGC SUBMISSION AGREEMENT (THE “AGREEMENT”) IS BETWEEN YOU AND ARIZONA BEVERAGES USA LLC AND SHOP ARIZONA LLC (TOGETHER WITH THEIR AFFILIATES, “ARIZONA”). BY CHECKING THE BOX, CLICKING SUBMIT, AND UPLOADING YOUR CONTENT, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD AND THE AGE OF MAJORITY WHERE YOU LIVE, AND ABLE 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 ARIZONA.
Employees of AriZona, AriZona’s parent company, affiliates, subsidiaries, the immediate family and household members of any of their employees, and individuals or entities contractually obligated to provide content to AriZona are not eligible to receive any compensation pursuant to this Agreement.
You represent and warrant that You own or have the right to license to AriZona pursuant to the terms herein all video, audiovisual content, footage, photographs, audio, captions, and other material that You submit to AriZona through the Club ’Zona UGC submission form or any other delivery means prescribed by AriZona, including the linked public social media post in which that material appears (together, the “UGC”).
AriZona wishes to license and You desire to grant AriZona a license to include, exhibit, display, reproduce or distribute the UGC for any and all purposes, including commercial purposes, and including but not limited to the marketing, promoting and advertising of the AriZona brand, products and services. Such a license further includes, among other things, the right for AriZona to incorporate the UGC in video or audio visual content, text, graphics, artwork, photographs, templates, and other content or materials created by or on behalf of AriZona or its licensees to create what is referred to herein as the “AriZona Materials.”
This Agreement also governs AriZona’s 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 UGC. You represent and warrant that You have obtained the appropriate licenses, permissions, and/or releases from all people that recognizably appear in the UGC, 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 UGC. On AriZona’s request, You will provide a signed release, in the form AriZona provides, from each identifiable person (other than You) who appears in the UGC. Your UGC must not depict any person under 18 years of age.
The DrinkAriZona Terms of Service at https://drinkarizona.com/policies/terms-of-service (“TOU”), the Club ’Zona Terms and Conditions at https://drinkarizona.com/pages/club-zona-terms-conditions (“Club ’Zona Terms”), the Club ’Zona UGC Guidelines at https://drinkarizona.com/pages/club-zona-ugc-guidelines (“Guidelines”), and the Privacy Policy at https://drinkarizona.com/policies/privacy-policy (“Privacy Policy”) will also govern the relationship between You and AriZona. If these documents conflict, this Agreement controls, then the Guidelines, then the Club ’Zona Terms, then the TOU. The Privacy Policy governs AriZona’s collection and use of Your personal information.
NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows:
I. LICENSE GRANT. Submitting UGC means that You hereby grant to AriZona, with a right to sublicense for commercial use, a perpetual, worldwide, unlimited, irrevocable, transferable, assignable, royalty-free, fully-paid license for AriZona to use that UGC and Your Appearances or other identifying information in connection with Your UGC, and, to the extent of Your rights in any original audio You created, the right to record, copy, publicly perform, broadcast, exhibit, transmit, distribute, create derivative works of, and otherwise exploit that audio as synchronized to the UGC, for any purpose, including but not limited to any commercial advertising, in any manner or media now or later developed, including, without limitation, the rights enumerated below:
(a) to reproduce, modify, display and prepare derivative works, publicly perform, publicly display, distribute, broadcast, transmit and otherwise use the UGC, in whole or in part, whether or not within or in connection with AriZona for any purpose, in any and all media now known or hereafter created, including, but not limited to, the following (collectively, the “Licensed Uses”):
- Online / Mobile: All forms of transmission over the Internet, mobile carrier networks, satellite networks or other method of connectivity, including, without limitation, all forms of streaming technologies and downloads accessible on or through any and all websites, applications, gaming and/or media platforms, social media services and/or other offerings made available by AriZona (collectively, “Online Media”);
- PR / Industrial / Retail: All public relations, media outreach and/or industrial uses, including, without limitation, the exhibition, performance and other use of the UGC and Appearances at retail establishments (e.g., “point-of-sale” and “point-of-purchase” displays), kiosks, trade shows, conventions, sales and/or marketing meetings and other industrial and/or promotional events;
- Print Media: The display and other use of the UGC and Appearances in and in connection with all forms of print media, including, without limitation, catalogues, newspaper and magazine articles, editorials, advertising and circulars, merchandise packaging and product manuals;
- Out-Of-Home / Transit / Events: The exhibition, display, performance and other use of the UGC and Appearances via all forms of out-of-home advertising (including, without limitation, on billboards, “bus wrappers” and in other public places), in public or private transportation (including, without limitation, airline flights, trains, subway cars, buses, taxis, limousines and “ride-sharing” services) and at public events (including, without limitation, on electronic billboards and video displays at those public events);
- Television: All forms of television media, whether linear or on-demand (including, without limitation, all forms of local, regional and network broadcast, pay, cable, satellite and internet protocol television);
- Commercials: by means of Online Media, radio and Television in audiovisual works as commercial(s), produced by or for AriZona;
- Internal Usage: internal presentations, planning, training, and archival use by AriZona.
- Other Uses: Any other exhibition, display, performance, communication to the public, distribution, exploitation or other use of the UGC and/or Appearances not set forth above.
(b) to the extent that You or any third party recognizably appear in the UGC, to use the Appearances, in or in connection with the UGC or AriZona, in any and all media now known or hereafter created, including, but not limited to, for the Licensed Uses for any purpose and as necessary to exercise the rights granted in this Agreement. Subject to applicable laws, You waive any moral and privacy rights that You or Your licensors may have in any UGC. You release AriZona from any claim that editing, cropping, captioning, combining, or placing the UGC or Appearances in any context violates Your rights. AriZona will not, without Your separate written consent, use artificial intelligence or similar tools to create a digital replica of You or to depict You saying or doing anything You did not actually say or do.
II. USE OF YOUR UGC. Submission of UGC to AriZona is not a guarantee that AriZona will publish or otherwise use the UGC. For clarity, as part of the Licensed Uses, AriZona may use Your UGC, in whole or in part or as part of the AriZona Materials without any further approval by You. AriZona will not publish or otherwise use UGC that it has rejected under the Guidelines, except to keep it for its records and to enforce or defend its rights. AriZona is not required to credit You. You may ask AriZona to stop making new uses of Your UGC by emailing [ugc@drinkarizona.com] with a link to it. AriZona will consider the request in good faith but is not required to remove, recall, or stop using materials already created, published, or distributed.
III. OWNERSHIP. AriZona acknowledges and agrees that You retain all right, title and interest in and to the UGC and Appearances, including all intellectual property rights, rights of publicity or privacy and moral rights therein, other than those rights granted herein. You acknowledge and agree that AriZona shall acquire all right, title and interest in the derivative works of the UGC that are created by or for AriZona, including the AriZona Materials, but not in Your underlying UGC.
IV. COMPENSATION. You are not entitled to any payment for the UGC or AriZona’s use of it. If AriZona approves Your submission under the Guidelines, AriZona will credit Blossom Bucks to Your Club ’Zona account as described in the Guidelines. That credit is the only compensation You will receive under this Agreement.
V. TAX INFORMATION. AriZona may require You to provide tax identification or other information AriZona needs to meet tax reporting obligations before crediting Blossom Bucks. If You do not provide required information within thirty (30) days after AriZona’s request, AriZona may withhold or reverse the applicable Blossom Bucks. You are responsible for any taxes on Blossom Bucks You receive.
VI. WARRANTIES. You represent and warrant that: (i) You have all rights and licenses necessary to grant to AriZona the rights granted in the UGC and Appearances, including rights in any images, video, audio, photos, text, or other material embedded within the UGC, and AriZona will not owe any fee or royalty to any third party (including any music publisher, record label, or performing rights organization) as a result of its use of the UGC; (ii) to the extent any other person is identifiable in the UGC, You have obtained that person’s express written consent to the uses permitted by this Agreement; (iii) AriZona’s use or sublicense of the UGC or Appearances as contemplated by this Agreement 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; (v) the UGC does not depict any person under 18 years of age, and does not feature or prominently depict any alcoholic beverage; (vi) the UGC contains no music, sound recording, or other audio except audio You created yourself or audio AriZona supplied or approved in writing for this program, and AriZona may mute, replace, or remove any audio; (vii) the UGC has not been generated or materially altered with artificial intelligence to depict any person, voice, or event that is not real, except as You disclosed on the submission form; (viii) You will clearly and conspicuously disclose Your connection to AriZona on every public post of the UGC, as required by the Guidelines, for as long as the post remains public; (ix) You created the UGC yourself; (x) the UGC and Your statements in it are truthful, reflect Your honest experience, and make no claim about AriZona products that AriZona has not approved in writing; (xi) You have not been paid or promised anything by any other brand for the UGC or the post; and (xii) You will comply with all laws, rules, and regulations applicable to this Agreement.
VII. INDEMNITY. You will indemnify, defend and hold AriZona 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 UGC or Appearances, or AriZona’s use thereof, infringe, misappropriate or violate such third party’s intellectual property or other third party rights; and (c) any third party claim that is based on any act or omission of You that results in personal injury, death, property damage or the violation of any law, ordinance or regulation.
VIII. LIMITATION OF LIABILITY. IN NO EVENT WILL ARIZONA BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, USE OR OTHER ECONOMIC ADVANTAGE), REGARDLESS OF THE THEORY OF LIABILITY, ARISING FROM OR RELATED TO THIS AGREEMENT OR ARIZONA'S USE OF THE UGC AND APPEARANCES, EVEN IF ARIZONA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ARIZONA’S TOTAL, CUMULATIVE LIABILITY TO YOU ARISING FROM OR IN RELATION TO THIS AGREEMENT WILL BE LIMITED TO THE VALUE OF THE BLOSSOM BUCKS CREDITED BY ARIZONA TO YOU UNDER THIS AGREEMENT. Notwithstanding the foregoing, nothing in this Agreement excludes or limits or purports to exclude or limit the liability of either party for: (a) gross negligence or willful misconduct; (b) any damage or liability incurred by a party as a result of fraud or fraudulent misrepresentation by the other party; or (c) any liability which cannot be excluded or limited by applicable law.
IX. GENERAL. Any dispute, claim, or controversy between You and AriZona arising out of or relating to this Agreement, the UGC, or Your participation in the Club 'Zona UGC program, including federal or state statutory claims, common law claims, and any question about the breach, termination, enforcement, interpretation, or validity of this Agreement, will, to the fullest extent permitted by law, be determined by final and binding arbitration before one arbitrator in Nassau County, New York, under the rules of the American Arbitration Association. THE PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY VIA ARBITRATION AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. If for any reason a dispute proceeds in court rather than in arbitration, the parties waive any right to a jury trial. You may not assign or transfer this Agreement without AriZona’s prior written consent, and any attempt to do so will be void. AriZona may freely assign this Agreement. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. Any waiver by AriZona must be in writing. AriZona may modify this Agreement for future submissions by posting an updated version and requiring You to accept it before Your next submission; no modification will reduce the rights granted in UGC already submitted. If any provision of this Agreement is held to be unenforceable or invalid by a court of competent jurisdiction, that provision will be enforced to the maximum extent possible and the other provisions will remain in full force and effect. This Agreement, together with the documents incorporated in it, is the complete and exclusive understanding of the parties regarding its subject matter. This Agreement does not establish any relationship of partnership, joint venture, employment, or agency between the parties. You agree that Your electronic acceptance of this Agreement is Your written consent and signature for all purposes, including New York Civil Rights Law Sections 50 and 51. AriZona may send notices to the email address associated with Your Club ’Zona account. The license, waivers, releases, representations, warranties, and indemnity in this Agreement survive any termination of Your Club ’Zona membership or this Agreement.