2.Ownership of Intellectual Property
The contents of this Site, including all Site software, design, text, images, photographs, illustrations, audio and video material, artwork, graphic material, databases, proprietary information and all copyrightable or otherwise legally protectable elements of the Site, including, without limitation, the selection, sequence and ‘look and feel’ and arrangement of items, and all trademarks, service marks and trade names (individually and/or collectively, “Material”), are the property of HEALTH LAIR, and its affiliates, and any of their successors and assigns, and any of their respective licensors, advertisers, suppliers, and operational service providers, and are legally protected, without limitation, under U.S. Federal and State, as well as applicable foreign laws, regulations and treaties. Unless the context clearly requires otherwise or we explicitly say so in writing, the term “Site” includes “Material” as well. The Site is to be used solely for your noncommercial, non-exclusive, non-assignable, non-transferable and limited personal use and for no other purposes. You must not alter, delete or conceal any copyright or other notices contained on the Site, including notices on any Material you download, transmit, display, print or reproduce from the Site. You shall not, nor will you allow any third party (whether or not for your benefit) to reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast or circulate to any third party (including, without limitation, on or via a third-party website), or otherwise use, any Material without the express prior written consent of HEALTH LAIR or its owner if HEALTH LAIR is not the owner. Any unauthorized or prohibited use of any Material may subject you to civil liability, criminal prosecution, or both, under applicable federal, state and local laws. We require users to respect our copyrights, trademarks, and other intellectual property rights. We likewise respect the intellectual property of others. On notice, we will act to remove content on the Site that infringes the copyright rights of others and will disable the access to the Site and its services of anyone who uses them repeatedly to infringe the intellectual property rights of others.
We take the protection of copyrights, both our own and others, very seriously. We, therefore, employ multiple measures to prevent copyright infringement over this Site and to promptly end any infringement that might occur. If you believe that the Site contains elements that infringe your copyrights in your work, please follow the procedures set forth in our Copyright Compliance Policy immediately following.
2. Viral Features
There may be portions of our Site, content, functionality or features (e.g., digital streaming media player(s)) (“Viral Features”) that we make available to users for personal use. While we can obviously change how, to whom and to what extent we make these Viral Features available at any time without any notice and in our sole discretion, so long as they are available to you, whenever you visit our Site or take advantage of any of these Viral Features (whether you use these Viral Features on your own personal or customized web pages, whether they are displayed or appear embedded or housed within a web page or website of anyone else, whether a commercial website or web page, an advertisement, promotional message or even a personalized or customized web page of a friend or through any Device that can access any of these Viral Features) you agree not to download any content made available as part of the Viral Features and acknowledge that such content is available only for streaming viewing and, further, that you are bound by the applicable provisions of this Agreement and our Privacy Policy.
3. Postings/Blogging
Your comments, suggestions and information are important to us. Portions of this Site may provide you and other users an opportunity to participate in forum services, blogs, web communities and other message and communication facilities (“Communities”) and may provide you with the opportunity, through such Communities or otherwise, to submit, post, display, transmit and/or exchange (a) information, ideas, opinions, messages or other information (“Post” or “Postings”) and (b) User Content (as defined in the User Content Submission Agreement), your submission of which is also governed by the terms and conditions therein, and considered a Posting for purposes of this Agreement. You understand, acknowledge and agree that such Postings are the sole responsibility of the person from which such Postings originated. This means that you are solely and entirely responsible for the consequences of all Postings that you upload, post, email, transmit or otherwise make available via the Site. Postings do not reflect the views of the Site, HEALTHLAIR, or the Affiliates. We reserve the right to monitor, edit or screen any Postings. If we determine, in our sole discretion and judgment, that any Posting does or may violate the law or any of the terms of this Agreement, we reserve the right, at any time and without limiting any and all other rights we may have under this Agreement, at law or in equity, to: (a) refuse to allow you to Post; (b) remove and delete Postings; (c) revoke your right to use the Site; and/or (d) use any technological, legal, operational or other means available to us to enforce the provisions of this Agreement, including, without limitation, blocking specific IP addresses or deactivating your registration on the Site.
If a Posting originates from you or your account, you hereby agree that: (a) you specifically authorize the Site, HEALTHLAIR to use such Posting in whole or in part, throughout the universe, in perpetuity in or on any and all media, now known or hereafter devised, and alone or together with or as part of other information, content and/or material of any kind or nature; (b) you represent and warrant that (i) the Posting is original to you and/or fully cleared for use as contemplated herein, (ii) the Posting does and will not, in any way, violate or breach any of the terms of this Agreement, (iii) the Posting does not contain libelous, tortious, or otherwise unlawful information, infringe or violate any copyright or other right, or contain any matter the publication or sale of which will violate any federal or state statute or regulation, (iv) the Posting is not threatening, abusive, profane, indecent, obscene or in any other manner unlawful, (v) the Posting shall not be injurious to the health of any user, and (vi) we shall not be required to pay or incur any sums to any person or entity as a result of our use or exploitation of the Posting; and (c) if your Posting incorporates the name, logo, brand, service or trademark, voice, likeness or image of any person, firm or enterprise, you specifically represent and warrant that (i) you have the right to grant the Site, HEALTHLAIR and the Affiliates the right to use all such Postings as described above, (ii) the Posting was produced in compliance with all applicable laws and regulations and (iii) for any User Content Posting that contains original videos, you will comply with any applicable identification verification and record-keeping requirements, and you will secure and maintain the requisite personal information and identification documentation for all individuals who appear in any such original videos, as may be required by law and/or otherwise requested or required by us in connection with our corporate compliance policies and practices, which includes (y) the individual’s full legal name, current address, date of birth and (z) a legible photocopy of a valid government-issued identification document (e.g., a U.S. passport, state driver’s license or valid photo ID card) to verify the individual’s identity. With the submission of each such Posting, HEALTHLAIR reserves the right to request that you, and upon such request you must, deliver a full and complete set of such identification verification records to us, as well as a legible photocopy of your valid driver’s license, passport or other acceptable government-issued photo identification for our verification and record-keeping purposes. In addition, you specifically acknowledge and agree to abide by our policies regarding governmental certification procedures relating to the foregoing identification verification and record-keeping procedures and, if applicable, you will promptly comply with any specific requests or directions we give you in connection with Postings you submit that may be subject to these requirements.
You understand, acknowledge and agree that we have the right to delete, re-format and/or change your Postings in any manner that we may determine (although you will not be responsible for any such changes made).
1. Submitting User Content
The term “User Content” means and refers to any content, media, and materials you submit for posting on the Site using the User Content Submission Features, including, without limitation, still photographs, writings, spoken statements, music, audio, video, video recordings, audio-visual works and recordings, slides, portraits, animated and/or motion pictures, caricatures, likenesses, vocal or other sounds, sound recordings, voices, voice reproductions, computer graphics, and visual effects, as well as any accompanying documentation, packaging or other materials, tangible or intangible, and to all derivative works, translations, adaptations or variations of same, regardless of the actual medium, broadcast medium, format or form, now known or hereinafter developed or discovered, and regardless of where produced, on location, in a studio or elsewhere, in black-and-white or in color, alone or in conjunction with other work, characters, real or imaginary, in any part of the world. User Content is also considered a “Posting” as such term defined in terms of Use Agreement, and therefore, all terms and conditions contained within the section of the Terms of Use Agreement entitled “Postings” shall apply to all User Content you submit under the terms and conditions of this Submission Agreement for Posting to the Site.
Each time you upload or submit User Content (or if you attempt to do so), you will be confirming your acceptance of, and agreement to be bound by, all the terms and conditions of this Submission Agreement. Instructions for uploading User Content can be found on the Site’s web page for the upload of User Content. To be considered for posting and display to the public, User Content must meet all the specifications and requirements relating to formatting, compatibility, operating characteristics, and submission, which can also be found on the Site’s web page for the upload of User Content. To submit User Content, you will also need to meet our Age Requirements (see Section 2 below).
When you submit User Content, you may also be asked to provide some information about you and your submission. This may include, without limitation, such things as a descriptive title, some information about the User Content, length, location, and/or similar information. By submitting User Content, you are also agreeing, and you understand that the term “User Content” also includes, without limitation, and refers to all the information you submit, or we may receive that is related to your submission. Always keep a copy of anything you send because we are not responsible for lost, damaged, misdirected, unusable, or unreadable User Content. Proof that you submitted User Content does not constitute proof that we received anything.
2. Age and Other Eligibility Requirements
By submitting User Content according to the terms and conditions of this Submission Agreement, you are certifying that you are 18 years of age or older.
3. User Content Standards; Unauthorized Content
You are solely responsible and liable for your communications and submissions (and the consequences) made under your name, user name, email address, password, and your registration and profile information if any. User Content does not reflect the views of HEALTHLAIR, and HEALTHLAIR does not represent or guarantee the truthfulness, accuracy, or reliability of any User Content or endorse or support any opinions expressed in any User Content. In no event shall HEALTHLAIR have or be construed to have any responsibility or liability for or in connection with any User Content. If we determine, in our sole discretion, you have not met the Age Requirements (see Section 2 above), or if, in our judgment, you or any User Content you submit violates this Submission Agreement, we reserve the right, at any time, without notice and without limiting any and all other rights we may have under this Submission Agreement, at law or in equity, too (a) refuse to allow you to submit further User Content, (b) remove and delete your User Content, (c) revoke your registration and right to use the User Content Submission Features and (d) use any technological, legal, operational or other means available to enforce the terms of this Submission Agreement, including, without limitation, blocking specific IP addresses or deactivating your registration, access using your email address, your user name, and password.
We make no claim that the User Content Submission Features or any User Content are appropriate for any particular purpose or audience, or that any video, software, or our User Content Submission Features may be accessed, used, or downloaded outside of the United States, which may not be legal for certain persons or in certain countries. You do so at your own risk. You are responsible for compliance with the laws of your jurisdiction. The United States controls the export of products and information, and you agree to comply with such restrictions and not to export or re-export any User Content, including videos, news, software, materials, products, or services to countries or persons prohibited under the export control laws and regulations.
You agree you will not submit or attempt to provide. We have the right to reject, refuse to accept, remove, or otherwise handle as HEALTHLAIR healthalir deems appropriate, any “Unauthorized Content” which is defined as any User Content that is or could be construed as violating any of the terms and conditions of this Submission Agreement, and/or any of the terms and conditions outlined in our Terms of Use Agreement, including, without limitation:
- infringing on a third party’s copyright or other intellectual property rights;
- causing harm, harassing anyone or which may prevent, prohibit, inhibit, restrict or otherwise impair others from using or enjoying the Site;
- unauthorized access to the User Content Submission Features or information of other users;
- the modification, impairment, disruption, alteration or interference with the use, features, functions, operation or maintenance of the User Content Submission Features; or
- any requirements, rules, terms, or conditions that may apply to the User Content Submission Features.
HEALTHLAIR does not control any User Content submitted. However, we may use both automated and manual means of reviewing User Content to prevent Unauthorized Content from appearing and being displayed on our Site. HEALTHLAIR reserves the right to review any submitted User Content and to delete, remove, move, edit or reject, without notice to you, any User Content that we deem, in our sole discretion, abusive, defamatory, obscene, pornographic, in violation of copyright, trademark or other intellectual property rights, to be in violation of this Submission Agreement or to be unacceptable to HEALTHLAIR for any reason or for no reason whatsoever; provided, however, that HEALTHLAIR shall have no obligation or liability to you for failure to do so or for doing so in any particular manner. If HEALTHLAIR receives notice of any claim of infringement that satisfies specific legal requirements, such as notice and takedown requirements under U.S. copyright law (see Section 4 below), we may remove User Content associated with such claim. HEALTHLAIR reserves the right to provide information to law enforcement officials, governmental agencies and according to judicial or regulatory compulsion, to protect their respective interests, the Site or to comply with legal, regulatory, audit, and compliance obligations.
4. Copyright Infringement
If you believe any User Content violates the copyright of any other party, you can notify us by complying with the procedures outlined in our Copyright Compliance Policy found in our Terms of Use Agreement.
5. Rights Granted to HEALTHLAIR
In connection with all User Content you submit using the User Content Submission Features, you grant to HEALTHLAIR the unqualified, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual and royalty free right, license, authorization and permission, in any form or format, on or through any media or medium and with any technology or devices now known or hereafter developed or discovered, in whole or in part, to host, cache, store, maintain, use, reproduce, distribute, display, exhibit, perform, publish, broadcast, transmit, modify, prepare derivative works of, adapt, reformat, translate, and otherwise exploit all or any portion of your User Content on the Site (regardless of the Device through which the Site may be accessed) and any other channels, services, and other distribution platforms, whether currently existing or developed in the future, of HEALTHLAIR, (collectively, the “Platforms“), for any purpose whatsoever (including, without limitation, for any promotional purposes) without accounting, notification, credit or other obligation to you, and the right to license and sub-license and authorize others to exercise any of the rights granted hereunder to HEALTHLAIR in its sole discretion. For the avoidance of doubt, without limiting the generality of the rights granted to HEALTHLAIR these rights include, without limitation, the right to distribute and synchronize all or any portion of your User Content in timed relation to any other visual elements; to webcast, podcast, re-publish, re-broadcast, re-platform, port, syndicate, route, and link to and from all or any portion of your User Content; to encrypt, encode and decode, and compress and decompress all or any part of your User Content; to edit, mix, combine, merge, distort, superimpose, create or add special effects, illusions and/or other material to or of all or any portion of your User Content; to create a composite, stunt, comic or unusual photographs, videos, animations, motion pictures and/or voice reproductions from all or a portion of your User Content; and to excerpt and/or extract parts of your User Content to host, store, index, categorize and display your User Content on or through the Platforms.
By submitting User Content, in addition to the rights, licenses and privileges referred to above, you are also granting HEALTHLAIR, the unqualified, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual and royalty-free right, license, authorization and permission to use and refer to your name, logo, marks, image, characteristic or other distinctive identification in presentations, marketing materials, customer lists and financial reports, to do, perform, take advantage of and exploit any and all of the rights set forth herein in connection with the marketing, advertising and promotion of the Platforms, and any products, goods, features, functions, capabilities and/or services associated with HEALTHLAIRand to use and otherwise exploit any ideas, concepts, content, material, expression or form of speech, in whole or in part, contained in your User Content, for any purpose whatsoever, without any credit, compensation or accounting to you, in products or services developed by HEALTHLAIR, without limitation or restriction whatsoever.
The rights, licenses, and privileges described in this Submission Agreement and granted to HEALTHLAIR shall commence immediately upon submission of your User Content to or through the User Content Submission Features and continue after that perpetually and indefinitely, regardless of whether you stay or remain a registered user or not, unless and until terminated, in whole or in part, by HEALTHLAIR on notice to you. Notwithstanding the preceding, you acknowledge and agree that HEALTHLAIR shall not be required or have any obligation to host, index, display, accept or use any submitted User Content (or take advantage of any or all of the particular rights and authorities granted or otherwise available) and HEALTHLAIR may, in its sole discretion, remove or refuse to host, index, display, accept, use or do anything at all concerning any User Content. Once you submit or attempt to submit User Content, you shall have no right to prohibit, restrict, revoke, or terminate any of the rights granted to HEALTHLAIR. You are not entitled to, and you will not receive any compensation or other consideration for your User Content or any use made of your User Content once submitted. You also understand and agree that neither all or any portion of your User Content, nor any commercial, advertisement, promotional, marketing, or other material associated with your User Content, need to be submitted to you for approval before use.
You hereby release HEALTHLAIR from any and all claims of any rights, encumbrances, liens, claims, demands, actions or suits which you may or can have in connection with your User Content, including, without limitation, any and all liability for any use or nonuse of the your User Content, claims for defamation, libel, slander, invasion of privacy, right of publicity, emotional distress or economic loss. HEALTHLAIR has the right to assign, transfer, convey, license, sub-license and otherwise transfer, sub-contract, delegate, outsource or engage third parties to perform or benefit from all or any portion of its or their rights and/or obligations to any one or more other parties, without accounting, reporting, notification or other obligation or liability to you whatsoever, now or in the future. You also forever waive and relinquish all moral rights or droit moral now or hereafter recognized in connection with your User Content and the rights granted to HEALTHLAIR hereunder.
HEALTHLAIR has the right to license, authorize and/or otherwise enter into agreements and arrangements with the Affiliates to do or perform any of the activities, exercise any of the rights and/or undertake any of the responsibilities granted or imposed under this Submission Agreement, in whole or in part. To the extent HEALTHLAIR does so, when you submit User Content each Affiliate shall be entitled to exercise and benefit from the terms and conditions, rights, licenses and authorizations granted to HEALTHLAIR hereunder and related thereto as if you had entered into this Submission Agreement with such Affiliate directly.
6. Ownership
HEALTHLAIR retains all right, title and interest in and to the User Content Submission Features, including, without limitation, to all associated intellectual property and proprietary rights existing anywhere in the world and you acquire no ownership, proprietary or other rights, title or interest in or to the User Content Submission Features.
Except for the licenses, authorizations, consents and rights granted hereunder and described in this Submission Agreement, as comprehensive and broad as they may seem or actually be,
HEALTHLAIR acquires no title or ownership rights in or to any User Content you submit and nothing in this Submission Agreement conveys to us any ownership rights in your User Content. HEALTHLAIR is acting only as a host, bulletin board or conduit for submitted User Content, with all of the specific rights granted by you hereunder. Although by your submission of any User Content you are requesting and directing us and any of the Affiliates with whom we have made arrangements, to take advantage of and exploit all of the rights and privileges granted hereunder (including, without limitation, the right to display and post the User Content on the Platforms), neither we, nor any of the Affiliates have any obligation to do any of these things.
You must own the rights to the User Content you submit and the right to grant all of the authorizations, permissions, approvals, consents, rights and licenses as described in this Submission Agreement. If you do not exclusively own all of these rights, you must have all necessary authorizations, permissions, approvals, consents, rights and licenses from the owner(s) to enter into this Submission Agreement and perform and comply with all of its obligations. You represent, warrant and covenant to HEALTHLAIR and, by submitting User Content, you reaffirm each such representation, warranty and covenant, that (a) you are at least 18 years of age and have the legal right and capability to enter into this Submission Agreement and perform and comply with all of its terms and condition or, if you are not at least 18 years of age, your parent or legal guardian has agreed to this Submission Agreement on your behalf, (b) all of the information provided by you associated with your User Content is correct, complete and current, (c) your submission of any User Content does not violate this Submission Agreement, any rights of any other party, any of your obligations, any law or regulation or infringes upon or misappropriates any intellectual property, privacy, publicity or other rights of any party, (d) you make in the Terms of Use Agreement, including, without limitation, those relating to Postings and (e) you hold and will continue to hold all the ownership, license, proprietary and other rights necessary to enter into, authorize, grant rights and perform your obligations under this Submission Agreement as described. Upon the request of HEALTHLAIR, you will furnish HEALTHLAIR any documentation, substantiation and releases necessary and reasonably required to verify and substantiate your compliance with any or all of the terms and conditions of this Submission Agreement, including, without limitation, the foregoing representations, warranties and covenants. You represent and warrant that the submission of your User Content is not subject to or under the jurisdiction of any guild or union collective bargaining agreement, and you further acknowledge that HEALTHLAIR is not signatory to any such agreement. Notwithstanding anything to the contrary, you also understand and agree that HEALTHLAIR shall not be obligated or responsible for providing any guild or residual payments in connection with the submission and exploitation of the User Content.
You acknowledge that other persons may have submitted User Content to us, may have made public or developed, or may originate, submit, make public or develop, material similar or identical to all or a portion of your User Content or concepts contained therein, and you understand and agree you will not be entitled to any compensation because of the use or exploitation thereof and the submission of User Content, or any posting or display thereof, is not any admission of novelty, priority or originality. Even if you subsequently see or learn of a presentation, motion picture, still photograph, film, video or any other content which appears to incorporate any idea or concept or include anything similar or identical to that contained in any User Content you or anyone else submits, that is purely coincidental and unavoidable.
7. Financial Consideration
HEALTHLAIR reserves the sole and exclusive right to sell advertising and otherwise exploit, benefit from and/or realize revenue from the conduct of its business and operating the Site, the User Content Submission Features or other Platforms and any and all arrangements made with respect thereto, without accounting, obligation or liability to you, notwithstanding that your User Content may be displayed on or otherwise used by or in connection with the Site, the User Content Submission Features or other Platforms.
8. Indemnification
Your indemnification obligations under the Terms of Use Agreement include, without limitation, any third party claims arising from, related to or caused by your User Content, the submission of User Content and/or in any way associated with this Submission Agreement and/or the Site.
