These terms and conditions (“Terms”) constitute an agreement by and between Smarter Travel Media LLC, together with its parent, affiliate and subsidiary companies and brands, including but not limited to SmarterTravel, BookingBuddy, OneTime and Airfarewatchdog (“Company”), and, anyone who submits content to Company (“Contributor” or “you”) (collectively, “the Parties”), and will govern the relationship between the Parties and the submission and use of your content. For the purpose of these Terms, “Affiliate” shall mean any entity that, directly or indirectly, controls or is controlled by, or is under common control with Company. For clarity, no social media or intermediary platforms are parties to these Terms.
You will assign to Company and its Affiliates a perpetual, non-exclusive, worldwide, sub-licensable, royalty-free, fully paid-up, transferrable and irrevocable license to use, reproduce, modify, adapt, translate, distribute, publish, create derivative works from, and publicly display and perform any photos, videos, articles, and any other content, including but not limited to photos, videos, and/or text, provided to Company under these Terms (collectively, the “Content”), throughout the world in any media, now known or hereafter devised, for any purpose. By submitting Content to Company, you are agreeing to these Terms.
Company shall perpetually own all rights, including copyright, to any original works of authorship or derivative works arising out of this relationship, including, but not limited to, the contexts listed in these Terms. To the extent Company lacks such rights, you hereby transfer and assign all rights in any such works and shall not contest said transfer. Notwithstanding the foregoing, you (a) will retain ownership of the original photos, text or videos you provide; (b) will retain ownership over your social media pages; and (c) may republish any Content submitted to Company on any of your own platforms and/or license them to third parties. Company reserves the right to reformat or revise the Content. Company has sole discretion to decide whether, when, how and on what platforms to publish the Content.
These Terms grant Company the right to use digital reproductions of the Content in contexts including, but not limited to, social media platforms, mobile applications, e-publications, and online media.
By submitting content to Company, you represent and warrant that (i) you have all rights, power and authority necessary to agree to these Terms and grant the rights set forth herein; (ii) any Content provided under these Terms will not infringe, violate, or misappropriate any copyright, trademark, or other proprietary right held by any third party; (iii) performance under these Terms will not violate any agreement or obligation between you and any third party; (iv) you are thirteen (13) years of age or older; (v) you have obtained permission from any person whose image is featured in any Content; and (vi) you will comply with all Federal Trade Commission (FTC) guidelines regarding native advertising and will modify the Content upon request by Company for the purpose of ensuring such compliance. Company does not knowingly collect Content or information from anyone under the age of 13.
In the event a complaint relating to any Content is made by any third party at any time, whether by a formal legal claim or otherwise, you will fully cooperate with Company in responding to and defending against such complaint or claim. You will indemnify, defend, and hold harmless Company, its Affiliates, and their officers, directors, employees, and agents from any and all actions, claims, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising from or relating to (a) any alleged or actual infringement of any intellectual property rights of a third party and (b) your negligence or misconduct.
You are not an employee of Company for any purpose under these Terms or otherwise. If any provision of these Terms shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions shall remain in full force and effect. These Terms set forth the entire agreement of the parties and supersede any prior agreements between the parties with respect to the subject matter hereof. Any amendments or alterations must be expressly agreed to in writing by both parties. These Terms and any rights hereunder are assignable in whole or in part by Company. These Terms will be governed by the laws of the Commonwealth of Massachusetts, and any action based on or alleging a breach of these Terms must be brought in the state or federal courts in Boston, Massachusetts.
You grant to Company a non-exclusive, worldwide, royalty-free, and irrevocable license to use, reproduce and display your trademarks, logos or other similar indicia of identity or source for the purposes of providing attribution or promoting the Content pursuant to this Agreement. Company grants to Contributor a non-exclusive, worldwide, royalty-free and revocable license to use, reproduce and display its name and logo for the purpose of promoting the Content.
You expressly agree not to provide Company with any of the following Content:
- Content that is unlawful, libelous, infringing, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
- Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law, including, without limitation, the regulations of the U.S. Securities and Exchange Commission (SEC) or any rules of a securities exchange such as the New York Stock Exchange (NYSE), the American Stock Exchange or the NASDAQ;
- Content that may infringe any patent, trademark, copyright, trade secret or other proprietary right of any party, unless you are the owner of the those rights or have the permission of the owner to post or transmit such material;
- Private information of any third party, including, without limitation, surname (family name) addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;
- Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity, including Company;
- Files that contain viruses, corrupted data or any other similar software or programs that are harmful, disruptive and destructive and may damage the operation of another’s computer;
- Unsolicited promotions, political campaigning, advertising, contests, raffles, or solicitations, surveys, contests, pyramid schemes or chain letters;
- Content or links to content that, in the sole judgment of Company, (i) violates the previous subsections herein, (ii) is objectionable, (iii) which restricts or inhibits any other person from using or enjoying the Interactive Areas or the Site, or (iv) which may expose Company or its Affiliates or its users to any harm or liability of any type.
Company takes no responsibility and assumes no liability for any Content posted, stored, or uploaded by you or any third party, or for any loss or damage thereto, nor is Company liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter.
Company will indemnify, defend, or at its option settle, any third-party lawsuit or proceeding brought against Contributor, its affiliates or syndication partners, and any of their respective officers, directors, employees and agents, based upon or otherwise arising out of verifiable claims of intellectual property infringement arising out of Company’s use of the Content in a manner inconsistent with these Terms. You will: (i) promptly notify Company of such claim, (ii) provide Company with reasonable information, assistance, and cooperation in defending the lawsuit or proceeding, and (iii) give Company full control and sole authority over the defense and settlement of such claim. Company shall have no obligation to indemnify Contributor as set forth above for any claims relating to user generated content. You will indemnify, defend, or at your option settle, any third-party lawsuit or proceeding brought against Company, its Affiliates or its syndication partners, and any of their respective officers, directors, employees and agents, based upon or otherwise arising out of: (a) the Content; (b) your breach of any laws, regulations, or ordinances; (c) your alleged or actual intellectual property infringement; or (d) sponsored content or native advertising related to the Content, to the extent that Company has not modified the original Content in a way that led to the claim. Company will: (i) promptly notify you of such claim, (ii) provide you with reasonable information, assistance and cooperation in defending the lawsuit or proceeding, and (iii) give you full control and sole authority over the defense and settlement of such claim.
EXCEPT FOR INDEMNIFICATION OBLIGATIONS, BREACHES OF CONFIDENTIALITY, AND ITS USE OF THE LICENSED CONTENT IN A MANNER INCONSISTENT WITH THESE TERMS, IN NO EVENT WILL COMPANY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST DATA, LOST PROFITS, LOST REVENUE OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT OR TORT (INCLUDING PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE), AND WHETHER OR NOT COMPANY WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN.
EXCEPT FOR INDEMNIFICATION OBLIGATIONS AND BREACHES OF CONFIDENTIALITY, IN NO EVENT SHALL COMPANY’S TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT EXCEED $100,000.
Company may, in its sole discretion, modify or revise these Terms at any time by updating them. Any such revisions will take effect immediately.
The parties agree to the additional guidelines and terms provided as Exhibit A.
Any rights not expressly granted herein are reserved.