For Posting, Forwarding and Commercial Use of INSTAX-related Content
Effective as of 1 janvier 2024
Introduction
Greetings! FUJIFILM Canada Inc. and/or FUJIFILM North America Corporation (individually and collectively referred to herein as “FUJIFILM”) have reached out to you because we are enthusiastic about something you posted online. We enjoyed seeing how you have used our INSTAX cameras, Smartphone printers, instant film and accessories to express yourself creatively and we’d love to share your incredible image(s) and other content to inspire the greater community. Accordingly, we are requesting the rights to forward, re-post, re-distribute or otherwise reproduce and commercially use your posted image(s) or other content in our digital advertising materials, including potentially on our website(s) and social media site(s). If you agree to give us those rights, then whenever possible, we will include your handle and/or an attribution statement referencing your first name and city/state.
Thank you for considering our request. It is entirely your choice whether to share and permit these uses or not. If you do agree to allow us to forward, re-post, re-distribute or otherwise reproduce and commercially use your posted INSTAX-related image(s) or other content, then please respond to us with the hashtag #yesmyinstax. By doing so, you are agreeing to the following:
LICENSING AGREEMENT
FUJIFILM (collectively, “we” and “us”) would like to obtain a license from you (“you” or “the Creator”) for the INSTAX-related image(s) or other content to which FUJIFILM responded with a link to this Licensing Agreement (the “Work,” as further defined in the ‘Licensing Terms’ section below). In consideration of your allowing us to use your Work and under the terms and conditions set forth below, we could feature your Work digitally or on an on-line platform. If we do so, we will use commercially reasonable efforts to provide attribution and credit when possible based on the platform, layout, and creative considerations below.
BY AGREEING TO THE TERMS AND CONDITIONS BELOW, YOU ARE ENTERING A BINDING LEGAL AGREEMENT WITH US. PLEASE READ THE TERMS OF THIS AGREEMENT (THIS “LICENSING AGREEMENT”) CAREFULLY BEFORE ACCEPTING THESE TERMS AND CONDITIONS AND ENTERING INTO THIS LICENSING AGREEMENT.
Licensing Terms
In consideration of our review of your posted INSTAX-related image(s), photo(s), video(s), name, likeness, voice, social media user name, design(s), logo(s), mark(s), other content, and any actual or paraphrased statements and/or the intellectual property contained therein (collectively, the “Work”) for possible forwarding, re-posting, re-distributing, reproducing or otherwise for commercial use, you grant us, our affiliates and successors (and our and their employees, agents and service providers, in connection with our or their permitted use and our administration of this User Generated Content program) a worldwide, royalty-free, irrevocable (for the 5 year License Term referenced), paid-in-full right and license to use for commercial purposes, at our sole discretion and without obligation, your Work, and to publish the Work (in whole or in part) itself or with other images or content, in connection with the promotion of FUJIFILM- and INSTAX-branded products and services. Such commercial use may be solely on-line on our social media platforms unless you otherwise agree in writing, and may be in the form you submitted or in edited, cropped, enhanced or otherwise modified form, either itself or along with other Work(s), images or content, whether provided by us or submitted by you or third parties.
License Limitations
Our license to use your Work is non-exclusive, meaning you may concurrently use the Work for your own purposes or let others use your Work for their purposes. However, please note that if you license or permit a FUJIFILM competitor to use the same Work(s), we will likely terminate our further use in order to ensure there is no confusion in the marketplace. Note that these licensing terms apply only to the Work(s) about which we contacted you, and do not apply to any of your other postings, content or works. Our license shall only apply for the 5-year License Term listed below.
Term
The term of this Licensing Agreement shall be five (5) years from the date of first posting in the relevant medium (website or social media, respectively) by the applicable, respective FUJIFILM entity. Upon expiration of this License Term, we will refrain from any further use, but we have no obligation to remove our prior postings or to retrieve our prior distribution(s). Also, our sole obligation and your sole remedy in the event of any problem with our activities relating to your Work shall be the removal of the Work from our social media account(s), website(s), or on-line platform(s). You acknowledge that other parties may forward, distribute, modify or further post the Work without either your or our approval and that any such further re-postings or activities shall not be our responsibility or liability.
Your warranties and representations respecting your Work
By entering into and accepting this Licensing Agreement, you represent and warrant to us that:
1. You were the sole creator of the Work(s) in question;
2. You exclusively own and control any and all the rights, title and interest in and to the Work(s) or, alternatively, you have the full rights, power and authority to provide us the license described above. This means you have obtained (or yourself hold) all necessary rights to depict any identifiable person, animal and/or place in the image(s), photo(s), video(s) or other content, and no additional consent or approval from any other person or entity is required for you enter into, and provide the specified rights to us under, this Licensing Agreement;
3. You have paid and will timely pay in full any required fees or other payments that may be related to the public and commercial use of your Work;
4. Without limitation of the forgoing, for any minor(s) of whom you are the parent or legal guardian, you have granted all necessary consents and have obtained any other additional necessary consents from any other parents/guardians respecting the depiction of such minor(s) to enable our usage of the Work as licensed herein, and
5. You have attained the age of majority within your province or state of residence and are otherwise able to enter into legally binding contracts on your own behalf.
PLEASE DO NOT ENTER INTO OR ACCEPT THIS LICENSING AGREEMENT IF YOU DO NOT HAVE THE RIGHTS TO THE WORK(S) AND/ OR IF ACCEPTING THIS OFFER WOULD VIOLATE ANY PERSON, ORGANIZATION, OR ENTITY’S RIGHTS OR OBLIGATIONS.
Indemnification
You agree to defend, indemnify, and hold us and our respective directors, officers, members, managers, employees, agents, partners, clients, and each of their affiliated companies (the “Indemnified Parties”) from and against all claims, liabilities, losses, damages, obligations, costs and expenses (including attorneys’ and solicitors’ fees), arising out of or related to your Work(s) (including our posting, forwarding, distribution or other licensed use thereof), or any actual or alleged violation or breach by you of your representations, warranties or commitments under this Licensing Agreement.
How to Accept this Licensing Agreement
You can accept the terms of this Licensing Agreement by responding to the request posted with a link to this offer using the specified hashtag or any statement that a reasonable person would interpret as constituting acceptance of these terms.
Copyright and Intellectual Property Policy
If you believe that a user of one of our social media sites or websites has infringed upon your intellectual property rights in the Work(s), or if we have taken down your Work(s) due to suspicion of copyright infringement, and you would like to dispute the alleged infringement, please notify us using the Contact Us form.
Privacy Notice
When your Work is displayed as detailed above, your name and/or social media handle, and your image may be displayed as detailed above. FUJIFILM collects and processes this information as necessary for the performance of this Agreement between us. It is possible that we will share your Work and personal data with a third party service provider to help us review, gather, display and finalize this Licensing Agreement with respect to your Work. For more information, including how to exercise your rights in relation to the personal data we hold about you, please see our applicable Privacy Statement for FUJIFILM in the country of your residence as follows: US: https://www.instaxus.com/privacy-policy/ Canada: https://www.fujifilm.com/ca/en/privacy
Dispute Resolution
By entering into and accepting this Licensing Agreement, you agree that: (1) with respect to any usage of the Works by FUJIFILM, any claim, dispute, or controversy you may have against us arising out of, relating to, or connected in any way with this Licensing Agreement or the Work(s) shall be resolved exclusively in the country of your residence, and if your residence is in Canada, within the provincial and federal courts located in Ontario, and if your residence is in the United States, within the state and federal courts located in New York. By entering into and accepting this Licensing Agreement, you agree to submit exclusively to these jurisdictions. In the event that you are a resident of the United States, New York law shall govern all disputes related to this Licensing Agreement.
TO THE EXTENT ALLOWED BY LAW, YOU WAIVE ANY RIGHT TO PURSUE DISPUTES RELATING TO YOUR WORK(S) AND/OR THIS LICENSING AGREEMENT ON A CLASSWIDE BASIS; THAT IS, TO EITHER JOIN A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY, OR ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.
Miscellaneous
This Licensing Agreement shall constitute the entire agreement of the parties with respect to the subject matter in this document. No waiver by either party of any breach or default hereunder is a waiver of any preceding or subsequent breach or default, and the failure of either party to exercise any of its rights under this Licensing Agreement shall not be deemed a waiver or forfeiture of such rights or any other rights provided by this Licensing Agreement. Any waiver must be in writing, signed by an authorized representative of the waiving party, to be effective. The section headings used in this Licensing Agreement are for convenience only and shall be of no legal force or effect.
If any provision of this Licensing Agreement is held invalid by a court of competent jurisdiction, such invalidity shall not affect the enforceability of any other provisions contained in this Licensing Agreement, and the remaining portions of this Licensing Agreement shall continue in full force and effect. If a provision is found to be invalid, the parties hereby request that the intention of the invalid provision be upheld wherever possible. In no event will FUJIFILM be responsible in any circumstance for direct, indirect, special incidental or consequential damages relating to this Licensing Agreement or your Work(s), for any reason and irrespective of the nature of any claim asserted.
