ugc-agreement

User-Generated Content Agreement

This User-Generated Content Agreement (the "Agreement") is entered into as of today (the "Effective Date"), by and between Rooted In, LLC ("Company") and Content Provider ("Content Provider").

1. Definitions

1.1. Content: Any materials, including but not limited to text, images, videos, audio, and other content submitted or otherwise provided by the Content Provider.
1.2. Platform: The Company’s website, application, or other digital properties where the Content may be displayed, distributed, or otherwise made available.

2. Grant of Rights

2.1. The Content Provider grants the Company a non-exclusive, royalty-free, worldwide, perpetual, and irrevocable license to use, reproduce, modify, distribute, publicly display, and otherwise exploit the Content in connection with the Company’s business.
2.2. The Content Provider waives any moral rights to the extent permitted by law.

3. Representations and Warranties

The Content Provider represents and warrants that:
3.1. The Content is original, does not infringe on any third-party intellectual property rights, and complies with applicable laws.
3.2. The Content Provider has the necessary rights and authority to grant the licenses in this Agreement.
3.3. The Content does not contain any unlawful, harmful, defamatory, or offensive material.

4. Compensation

4.1. The Content Provider will be reimbursed the purchase price for the approved product being used for content.

5. Content Moderation and Removal

5.1. The Company reserves the right to review, edit, or remove any Content that violates this Agreement, the Company’s policies, or applicable laws.

6. Confidentiality

6.1. Both parties agree to keep confidential any proprietary or non-public information shared under this Agreement.

7. Indemnification

7.1. The Content Provider agrees to indemnify, defend, and hold harmless the Company from any claims, liabilities, damages, or expenses arising out of a breach of the representations or warranties in Section 3.

8. Termination

8.1. Either party may terminate this Agreement upon written notice to the other party.
8.2. Upon termination, the Company may retain archived copies of the Content for legal or regulatory purposes.

9. Limitation of Liability

9.1. The Company is not liable for any indirect, incidental, or consequential damages arising from this Agreement or the use of the Content.

10. Entire Agreement

11.1. This Agreement constitutes the entire agreement between the parties regarding the Content and supersedes any prior agreements.

12. Miscellaneous

12.1. Amendments: Any amendments to this Agreement must be in writing and signed by both parties.
12.2. Assignment: The Content Provider may not assign this Agreement without the Company’s prior written consent.