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1.1 These are the Terms and Conditions (“Terms”) for the Pronovias Photoslurp promotion. The Terms govern our use of your social media images, and other Content (defined below), and form a legally binding agreement between you and us, please read them carefully.
1.2 In these Terms we use the following definitions which have the corresponding meanings:
“Content” means the content you posted on social media and which we would like to use, as identified in our ‘reach out’ message to you using the social media messaging platform.
“IP Rights” means copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, rights in goodwill, unfair competition rights, rights in designs, rights in computer software, database rights, rights to use, performers property rights, moral rights and all other intellectual property rights, in each case whether registered or unregistered.
"Personality Rights" means your ‘personality rights’(inclusive of rights of publicity and privacy), including your name, nickname, voice, signature, autograph, likeness, characteristics, voice, still or moving image or picture or similar or any other representation that identifies a person.
“Pronovias” or “we” means SAN PATRICK, S.L.U. company, based in Barcelona, with business domicile at Calle Om, 16, Polígono Industrial Mas Mateu, s/n, holding TIN (CIF) B-63523609 and “our” and “your” shall be construed accordingly.
2.1 This promotion has an indefinite duration.
2.2 You may withdraw the licence and authorisation you grant us to use your IP Rights and Personality Rights, as well as your consent for us to process your personal data, at any time. In order to withdraw your authorisation, please contact us using the details set out in the ‘Contact Us’ section below.
3.1 You must be the age of majority in the state in which you reside in order to participate in the promotion. You must also be legally resident in US.
4.1 If you respond to Pronovias’ message on social media consenting to these Terms, you grant Pronovias a non-exclusive, perpetual, transferable and sub-licensable, worldwide, revocable licence to use the Content and any IP Rights or Personality Rights in the Content, and to make and exploit derivatives thereof, for our advertising, marketing, promotional and publicity purposes, by all means, manners and media now and hereafter known, including without limitation on Pronovias’ social media pages and platforms (including Facebook, Instagram and Pinterest), on our website (e.g. at pronovias.com) and in our general marketing materials, marketing emails and advertising campaigns, which may appear in any type of media, including print, poster, TV, online/digital and cinema ads in accordance with these Terms.
4.2 You agree that we may edit, cut, reformat, translate, resize, re-colour, adapt, combine with other material or otherwise manipulate the Content in any way we consider appropriate.
4.3 You agree that Pronovias may exercise the rights you have granted with any of its group companies and content partners and shall have the right to assign or sublicense the rights, including without limitation for distribution purposes and as part of a change of control.
5.1 You agree that the opportunity for your Content to appear as part of this promotion is good consideration for the rights you grant to us. You acknowledge that you will not receive any fee, royalties, payment or other consideration for the rights you have granted to us.
5.2 You accept that you have no right to be identified as the author of the Content (or any rights in it) and you hereby waive any ‘moral rights’ or performers’ rights that you may have in the Content.
5.3 You recognise that Pronovias is not under any obligation to use your Content or Personality Rights. Where we do decide to use the Content, any credit given to you as the owner of any IP Rights in the Content shall be at our sole discretion.
5.4 You confirm that you do not object to Pronovias (and its affiliates and partners) from storing copies of the Content until you write to revoke the licence and/or withdraw your consent to the processing of your personal data.
5.5 You are aware that material posted online is available worldwide and may be copied and further published by third parties. This may mean that your photograph and any other Content can be found online, even after it has been deleted by Pronovias.
To the extent permitted by applicable law, Pronovias reserves the right to make modifications to these Terms, as long as they are notified to you in writing. We will post updates to these Terms on our website, and where we make any major updates to these Terms, we will seek your consent before using the Content in accordance with any revised version of these Terms in a manner that materially differs from what is permitted under these initial Terms.
7.1 You confirm that:
(a) either you created the Content yourself without assistance from anyone else or that if anyone else created the Content (or assisted you in creating it), you have their written permission to post it in social media and to grant us permission to use the Content (together with any IP Rights and/or Personality Rights in it) to Pronovias under these Terms;
(b) if we use the Content as outlined in section 4 above, the Content will not infringe the rights (including any IP Rights or contractual, personal, privacy or publicity rights) of any third party or otherwise breach the law and will not result in us having any third party obligations;
(c) you are the authorised account holder of the social media account associated with the Content and the person identified in your Content is you and not someone else;
(d) any information you give to us or allow us to use will be true, accurate, not misleading and complete; and
(e) where any information you give to us is a matter of opinion, it will reflect your genuine and honestly held beliefs.
7.2 If your Content includes any Personality Rights of another person, you confirm that you have that person’s written consent to allow Pronovias to use the Content (and in particular their Personality Rights) as described in these Terms. If such featured or identifiable person is a minor, you agree that you have obtained the written consent of their parents and/or legal guardians to grant the rights you have given to us under these Terms.
28 You will indemnify, defend and hold Pronovias harmless from any loss, damage, costs, claims, expenses (including legal expenses) suffered or incurred by us caused by any third-party claims as a result of our use of your Content.
If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms.
These Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the laws of New York, USA, without regard to conflict of law provisions that would apply other law, shall govern U.S. residents. If you are a U.S. resident, you and we consent to mandatory arbitration of disputes related to these Terms or the Content in the U.S. using JAMS (www.jamsadr.com), on an individual basis, and waive the right to a jury trial or the ability to form a class. The arbitration shall be under the JAMS Comprehensive Arbitration Rules and Procedures if the matter in dispute is over $250,000 or under its Streamlined Arbitration Rules and Procedures if the matter in dispute is $250,000 or less. If the dispute is between Pronovias and a consumer, the matter shall be submitted to JAMS in accordance with its Policy on Consumer Arbitrations Pursuant to Pre-Dispute Clauses Minimum Standards of Procedural Fairness. The arbitrator shall be selected by mutual agreement of the parties or, if the parties cannot agree, then by striking from a list of arbitrators supplied by JAMS. Pronovias may have the right to pay the JAMS fees if required for arbitration to be enforceable. If you are a consumer you have the right to an in-person hearing. The arbitration shall be a confidential proceeding, closed to the general public; provided, however, that a party may disclose information relating to the arbitration proceedings to its and its affiliates’ lawyers, insurance providers, auditors and other professional advisers. The fact that there is a dispute between the parties that is the subject of arbitration shall be confidential to the same extent. The parties may engage in the discovery or exchange of non-privileged information relevant to the dispute. The arbitrator shall issue a written opinion stating the essential findings and conclusions upon which the arbitrator’s award is based. An arbitration award may be enforced by any tribunal with jurisdiction over the parties. Notwithstanding the foregoing, either of us may bring qualifying claims in small claims court, subject to the class action waiver.
For any doubt, enquiry or information concerning this T&C or for sending us any suggestion or claim you can contact Pronovias by sending an email to firstname.lastname@example.org or by way of telephone customer service. Official claim forms are also available at the offices of Pronovias should you need them for any reason.
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