CONTENT SUBMISSION AGREEMENT
Definitions. As used in this agreement, “Kelly” or “Company” means Kelly Services, Inc. and its subsidiaries, and its permitted sublicensees, successors and assigns (each a “Licensee”). “You” means the individual submitting materials to the Company.
Eligibility. You acknowledge that you are over the age of 18 and that you will not submit any personally identifiable information about any child under the age of 13. Additionally, you will not submit any personally identifiable health information for any third party.
License. By clicking “I agree,” in consideration of the intangible value you will gain by participating in marketing and promotional materials, you grant to Licensee a perpetual, irrevocable, transferable, nonexclusive, royalty-free, worldwide right and license to reproduce, distribute, transmit, publicly perform and publicly display the images, videos, name, likeness, story, information, and other personal characteristics and private information provided as part of this marketing and promotion campaign.
Specific Uses of License. You acknowledge that Licensee has the right to display, publicly perform, exhibit, transmit, broadcast, reproduce, record, photograph, digitize, modify, alter, edit, adapt, create derivative works, exploit, sell, rent, license, otherwise use, and permit others to use your name, image, likeness, voice, professional and personal biographical information, signature, and other personal characteristics and private information, and all materials created by or on behalf of Kelly that incorporate any of the foregoing (”Materials”) in perpetuity throughout the universe in any medium or format whatsoever now existing or hereafter created, including but not limited to, in and on magazines, brochures and other print publications, electronic, magnetic, and optical media, motion pictures, television broadcast, cablecast, and satellite, home video and video on demand, internet streaming, or broadcast, radio broadcasts, display, point-of-sale, and other advertising and promotional materials, press releases, the internet and other digital transmission or delivery methods, mobile applications, on any platform and for any purpose, including but not limited to advertising, public relations, publicity, packaging, and promotion of Kelly and its affiliates and their businesses, products, and services, without further consent from or royalty, payment, or other compensation to me except as otherwise expressly provided in this Agreement.
Representations and Warranties. You represent and warrant that (a) you have the right, power, and authority necessary to enter into this Agreement, to fully perform your obligations hereunder, and to grant the licenses set forth above, (b) you will comply fully with all terms of this Agreement, (c) the Materials submitted to Company, by you, and Company’s exercise of their rights hereunder, do not and will not violate, misappropriate or infringe any intellectual property right, including but not limited to trademark rights, copyrights, moral rights and publicity rights of any third party, (d) you possess all rights necessary for the reproduction, distribution, transmission, public performance, public display, and other exploitation of the Materials by Company as permitted hereunder, (e) the Materials are not pornographic, obscene, libelous, defamatory, tortious, or otherwise unlawful, (f) all factual statements submitted by you are accurate and not misleading, and (g) You agree that you will not upload, post, e-mail or otherwise transmit Materials that contain software viruses or any other computer code, files, or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. You agree to indemnify, defend, and hold Company harmless from all claims, liabilities, damages, and expenses (including, without limitation, reasonable attorneys' fees and expenses) arising from your breach of any representation or warranty set forth in this paragraph.
Indemnification. To the fullest extent permitted by applicable law, you hereby hold harmless and release Kelly its affiliates, designees, vendors, employees, and agents from all claims, demands, and causes of action that may arise out of this authorization and such use, and waive all legal and equitable rights relating to all liabilities, claims, demands, actions, suits, damages, and expenses, including but not limited to claims for copyright or trademark infringement, infringement of moral rights, libel, defamation, invasion of any rights of privacy (including intrusion, false light, public disclosure of private facts, health information privacy rights under the Health Insurance Portability and Accountability Act (HIPAA) and similar laws, and misappropriation of name or likeness), violation of rights of publicity, physical or emotional injury or distress, or any similar claim or cause of action in tort, contract, or any other legal theory, now known or hereafter known in any jurisdiction throughout the world (collectively, “Claims”) arising directly or indirectly from the Licensee’s exercise of their rights under this Agreement or the production, exhibition, exploitation, advertising, promotion, or other use of the Materials, and whether resulting in whole or in part by the negligence of Kelly or any other person, covenant not to make or bring any such Claim against any Licensee, and forever release and discharge the Company and Licensee from liability under such Claims. You understand that Kelly is relying on this Agreement and will incur significant expense in reliance on this Agreement, and you agree that this Agreement cannot be terminated, rescinded, or modified, in whole or in part.
No Obligation. You acknowledge and agree that you have no right to review or approve Materials before they are used by Kelly, and that Kelly has no liability to you for any editing or alteration of the Materials or for any distortion or other effects resulting from Kelly’s editing, alteration, or use of the Materials, or Kelly’s presentation of you. Any credit or other acknowledgment of you, if any, shall be determined by Kelly in Kelly’s sole discretion. Kelly expressly reserves the right to remove or not make use of any Materials that we deem to be in violation of this Agreement, applicable laws or our business practices in our sole discretion. Kelly has no obligation to create or use the Materials or to exercise any rights given by this Agreement.
Waiver. KELLY AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO SUCH DAMAGES ARISING FROM BREACH OF CONTRACT OR WARRANTY OR FROM NEGLIGENCE OR STRICT LIABILITY) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF WE HAVE BEEN ADVISED OF (OR KNEW OR SHOULD KNOWN OF) THE POSSIBILITY OF SUCH DAMAGES.
Miscellaneous. This Agreement will be governed by the laws of the United States of America and the state of Michigan, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought only in the State of Michigan Courts of appropriate venue, or the United States District Court sitting in Michigan, and you hereby consent to and submit to the jurisdiction of such Courts. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to enforce such provision or any other provision of this Agreement subsequently. This Agreement is in addition to, and does not supersede or modify, the terms and conditions of other agreements.
I have read this Content Submission Agreement and voluntarily agree to its terms.
