U-Heroes User Agreement
This is an Agreement between you, the User of the U-Heroes App and Website, and U-Heroes, LLC, a Michigan, US limited liability company located in Grand Rapids, MI (“Company”). The parties (individually “Party” and collectively “Parties”) to this agreement ("Agreement") desire for the User to submit Content to the Company and for the Company to conduct a contest based on those submissions. The contest may result in the Company publishing those submissions. For the mutual benefit of the Parties and for other valuable, received, and acknowledged consideration, the Parties agree:
I. Definitions
A. App: the U-Heroes software application and website, which is owned by the Company.
B. Content: Art, design, text, creative work, communications, and any related materials submitted by User.
C. Effective Date: This Agreement is effective as of the date the User or the User’s guardian accepts by clicking the Acceptance Button.
II. Grant of Rights
A. The User grants the Company a royalty-free, exclusive, irrevocable, transferable, sub-licensable, worldwide license to use, transmit, copy, modify, display, and distribute the Content and derivatives of the Content. The Content becomes the intellectual property of the Company. The Company may distribute the Content for any purpose, in any form, and through any channels, whether known now or developed in the future, including but not limited to the Company’s website and social media platforms. The User waives User’s rights and any claims that the Company’s use violates any of User’s rights, including but not limited to moral rights, privacy rights, proprietary rights, intellectual property rights, rights to credit for Content, the right to approve the way the Content is used, the right to publish User’s username with the Content, and publicity rights. The Company promises no publication or compensation in exchange for the Content. User has no rights to use Company’s intellectual property aside from User’s noncommercial and personal home use of Content.
III. Content Restrictions, Liability, and Indemnification
A. User warrants that Content is User’s original work.
B. User agrees Content complies with all applicable laws, including but not limited to copyright and intellectual property laws.
C. User agrees to 1) not submit unauthorized, discriminatory, fraudulent, infringing, explicit, illegal, threatening, or otherwise objectionable Content, including Content that is likely to cause consumer confusion, 2) not modify or create derivative works of other user’s work, 3) not use unauthorized third-party software to modify or automate operation within the App, 4) not to disparage Company or other App users, and 4) not assist another user to violate our terms.
D. User agrees that any misrepresentation or infringement by User may result in removal of User’s content.
E. User agrees to indemnify, defend, and hold Company, its officers, directors, employees, and affiliates, harmless from and against any and all claims, demands, suits, actions, damages, liabilities, costs, and expenses, including reasonable attorney fees, arising out of or related to this Agreement. Each Party will promptly notify the other Party of any claims, suits, or actions for which may require indemnification.
F. Company will not be liable to User for any indirect, consequential, incidental, special, or punitive damages, regardless of the cause of action.
IV. General
A. Acceptance: Either 1) User is at least 18 years old, has read all the terms, and is clicking the button to accept this Agreement, or 2) a parent or legal guardian of the User has read all the terms, and is clicking the button to accept this Agreement and the parent or legal guardian of the User is binding the User to the terms.
B. Arbitration: The Parties waive trial by jury. The Parties mutually agree that arbitration shall be the sole and exclusive remedy with respect to the resolution of any dispute, claim or controversy involving the interpretation of this Agreement or the terms, conditions or termination of this Agreement. The Parties intend that any decision resulting from arbitration shall be final and binding upon the Parties and that any and all disputes shall be resolved and submitted to arbitration. The Parties acknowledge that since arbitration is the exclusive remedy, neither Party has the right to resort to any federal, state or local court or administrative agency concerning alleged breaches of this Agreement. The decision of the arbitrator shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or before any administrative agency with respect to any dispute which is arbitrable as set forth in this Agreement. The Parties agree arbitration will take place either 1) in Kent County, Michigan, or 2) upon written agreement by both Parties, by electronic means. The provisions of this paragraph shall, with respect to any dispute, survive the termination or expiration of this Agreement.
C. Assignment: Seller may not assign, delegate or subcontract any of its rights or obligations under this Agreement without the prior written consent of the Buyer. Subject to the foregoing, this Agreement will inure to the benefit of, and be binding upon, the successors and permitted assign.
D. Copyright infringement: Any similarity of any App content to existing artwork or characters is completely coincidental and without intent. If you believe the App infringes your copyright and you wish to submit a copyright infringement notice, send us an email at{copyright infringement email address}.
E. Disclaimer: THE APP AND ALL CONTENT ARE PROVIDED ON AN AS IS BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. User’s use of the App is at User’s sole risk. User assumes complete responsibility for servicing or repairs of any equipment you use. Neither Company nor any of its affiliates or their respective agents, directors, employees, information providers, licensors, licensees, officers, and affiliates (“Affiliates”) will be liable for any damages of any kind related to your use of the App. Under no circumstances, including but not limited to Company’s negligence, will Company or any of its Affiliates be liable for any consequential, direct, incidental, indirect, punitive, or special damages related to the use of, the inability to use, or errors or omissions in the contents and functions of the App, even if company or an authorized representative has been advised of the possibility of such damages. Some states do not allow the exclusion or limitation of consequential or incidental damages, so the above limitation or exclusion may not apply to you. In no event will the total liability of Company and its Affiliates to you for all damages, losses, and causes of action (whether in contract or tort) exceed $50.00. You understand that the warranty disclaimers and liability and remedy limitations listed above are a necessary condition of Company making the App available to you.
F. Disclosures Required by Law: If a Party becomes legally compelled (by deposition, interrogatory, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, then that first Party will notify the other Party of the requirement promptly in writing so that the other Party may seek a protective order or other appropriate remedy. If the other Party does not obtain a protective order or other remedy, or if other Party gives written permission, then the first Party will furnish only that portion of the information which is legally required, as determined by written opinion of counsel. The first Party will exercise reasonable efforts to obtain confidential treatment of such information.
G. Entire Agreement: This Agreement is the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all earlier agreements and understandings, oral and written, between the Parties with respect to the subject matter. This Agreement may be modified or waived by 1) a separate writing, signed by both Parties, expressly modifying or waiving a provision of this Agreement or 2) by the Company alone, if the Company updates the Agreement online and the User continues to use the App.
H. Governing Law: This Agreement will be governed by the laws of the State of Michigan without regard to conflicts of law principles.
I. Notices: Notices required or permitted with respect to this Agreement must be given in writing to the above addresses by (a) personal or courier delivery, (b) registered or certified mail with return receipt, (c) facsimile transmission with confirmed receipt, or (d) electronic mail with confirmed receipt.
J. Restrictions: You may not use the App, you may not register as a user, and you may not submit materials if you are 1) under 13 years of age, 2) you have previously violated our terms, in which case we may disable your account, and you agree you will not create another account without our written permission, 3) a convicted sex offender, or 4) you are prohibited from receiving our services or software under applicable law.
K. Separability: If any provision or provisions of this Agreement is held to be illegal, invalid or non-enforceable, then the remaining provisions will still be legal, valid, and enforceable.
L. Termination: Company may terminate this Agreement and your access to the App for any breach of the terms. Both parties together may terminate this agreement by mutual signed written agreement. Termination will not affect the rights and obligations of the parties accrued prior to the effective date of termination. Any provisions in this Agreement that, by their nature, are intended to survive termination, will survive and continue to be binding upon the parties, including but not limited to arbitration, intellectual property protection, liability, and indemnification. User will not receive any reimbursement or other compensation for any items that may be associated with User’s account at the time of termination.
M. Uniform Trade Secrets Act: This Agreement does not reduce or replace the protections contained in the Uniform Trade Secrets Act.
N. Waiver: No failure or delay in exercising any right, power, or privilege under this Agreement will operate as a waiver of that right, power, or privilege. No single or partial exercise of a right, power, or privilege precludes further exercise of that right, power, or privilege.