User-generated Content Terms and Conditions

These USER-GENERATED CONTENT TERMS AND CONDITIONS (“UGC Terms” or “Agreement”) set forth how @VisitRhodeIsland and/or the Rhode Island Commerce Corporation may use your content upon your agreement to these UGC Terms. These are UGC Terms are entered into by and between you (“Licensor” or “you”) and the Rhode Island Commerce Corporation (“Licensee,” “we,” “our,” or “us”).   Please review these UGC Terms carefully. These UGC Terms work in conjunction with the Terms of Use and Privacy Policy for VisitRhodeIsland.com.

BY USING OR RESPONDING WITH THE HASHTAG #VISITRHODEISLAND OR #YESVISITRHODEISLAND TO A REQUEST FROM US, YOU HEREBY ACCEPT AND AGREE TO BE BOUND BY THESE UGC TERMS. 

Terms and Conditions

In consideration of the rights granted through this agreement, your content may be featured and/or used by us subject to these UGC Terms.  In entering into this Agreement:
 

1. You hereby grant us an irrevocable, perpetual, worldwide, non-exclusive, royalty free, fully-paid, free and fully transferable, and sublicensable license and absolute right and permission to reproduce, modify, publish, perform, display, distribute, create derivate works, and otherwise use in any manner, whether in whole or in part, whether alone or accompanied by other material, your content (the “UGC”) in our sole discretion (the “License”).
2. You hereby agree and acknowledge that we may elect to provide you with credit or attribution with respect to the UGC, provided that you understand that no such credit or attribution is required and is at our sole discretion. You hereby grant us the irrevocable and absolute right to use your name, username, account, profile image, pseudonym and/or image in connection with the UGC.
3. You hereby agree and acknowledge that without limitation in our sole discretion: (a) we may use the UGC for any purpose and commercially including but not limited to in relation to advertising, promoting, publicity, and marketing purposes and on and for any and all media, medium, format, and form, whether now or later existing, including but not limited to social media, websites, video, audio, and other communications channels or technologies;  (b) you have no right to review, approve, or inspect our use of the UGC, whether before or after its use, and we have no obligation to utilize or continue to utilize your UGC and we may remove or not post or use your UGC; (c) all right, title and interest in and to any content or product in which the UGC does or may appear or that is or may be derivative of the UGC vests exclusively in us and, to the extent applicable, you hereby assign any such right, title, and interest to us immediately and fully upon its vesting; and/or (d) we do not owe you, nor do you have any right to any compensation, payment, royalties, in connection with your UGC or its derivatives;
4. The term of this Agreement (the “Term”) shall commence upon its acceptance by Licensor and shall continue until terminated by Licensee, at its sole discretion.  Upon termination of this Agreement, the License shall terminate only prospectively, and all rights or license pertaining to any existing or past use of License or UGC or already created content related to the UGC, including sublicenses, shall survive indefinitely. A request to terminate this Agreement, which Licensee may or may not grant at its sole discretion, may be submitted by using our online contact form.
5. You hereby agree and acknowledge that we are relying upon your representations and warranties, and you hereby represent and warrant that:  (a) the UGC is public and not confidential, you own or hold all necessary rights in and to the UGC and all elements and/or components of it (including concerning other identifiable individuals in the UGC), and you have obtained any necessary permission, whether of a third party or otherwise, to grant the License; (b) the UGC complies with all applicable terms, conditions, and standards governing any website and/or platform on which it was or may have been posted or published and the UGC does not violate any applicable laws or violate or infringe upon the rights of any third party, including without limitation any intellectual property, privacy, publicity, or other personal or proprietary rights or other legal rights or applicable standard of conduct; and/or  (c) any testimonials or statements contained in the UGC are voluntarily, true and accurate, and reflect honest and accurate opinions, findings, beliefs, experiences and sentiments, and you are over the age of majority in your state of residence and have the right, authority, and permissions to satisfy the obligations in these UGC Terms and enter into this Agreement.
6. You hereby agree and understand that you are fully responsible for the UGC.  In relation thereto, you hereby agree to: (a) not assert and waive and release any claim of any nature whatsoever against us or our employees, agents, directors, and officers or our affiliates arising out of or relating to, in whole or in part, directly or indirectly, the UGC, License, or these UGC Terms; and (b) hold harmless and indemnify us and our employees, agents, directors, and officers or our affiliates, against any claims, losses, injuries, damages, and costs of any nature whatsoever arising from or relating to in whole or in part, directly or indirectly, the UGC including without limitation the breach or alleged breach of the representations and warranties or terms contained in this Agreement.
7. IN NO EVENT WILL WE OR OUR EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, OR OUR AFFILIATES BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE UGC, LICENSE, OR THIS AGREEMENT INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
8. This Agreement is and shall constitute the entire agreement between the parties regarding the Agreement’s subject matter and it supersedes all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between us concerning the Agreement’s subject matter.   This Agreement may only be modified as expressly agreed upon by the parties in writing.  This Agreement will be governed by and construed in accordance with the laws of the State of Rhode Island without giving effect to any conflict of laws rules or provisions. Any action of whatever nature arising from or relating to this will be filed and instituted exclusively in the state or federal courts located in Providence County, Rhode Island.  Each party consents and submits to the personal jurisdiction of such courts for the purposes of any such action. If any provision of this Agreement is found to be unlawful, void, or unenforceable, then that provision will be deemed severable from this Agreement and such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Agreement will continue in full force and effect.