UGC Permission and Terms and Conditions
Thank you for your interest in the products and services offered by Thermo Fisher Scientific Inc. and its affiliates (collectively, “Thermo Fisher”, “we” or “us”)!
By replying to our message with your consent for us to use your UGC (as defined below), you confirm the following and agree to the rest of the terms and conditions below:
(1) You are giving Thermo Fisher and its related parties permission to use your UGC in advertising, social media, promotional, and marketing activity, including in their social media, websites, retailer websites, and banner ads, as described below.
(2) You created your UGC or have permission from the creator to grant the rights described below.
(3) You and everyone featured in your UGC are at least the age of majority in your jurisdiction.
(4) You have permission from everyone featured in your UGC to grant these rights on their behalf.
- Scope of License
You grant to Thermo Fisher, its agencies, and third-party service providers, media and digital companies and properties, social media services and platforms, and any other representative or designee of the foregoing (collectively, “Thermo Fisher Parties”) a royalty-free, fully paid, non-exclusive, irrevocable, perpetual, unrestricted, worldwide, sub-licensable, transferable license to use, reproduce, broadcast, publish, transmit, perform, display, create derivative works from, translate, adapt, modify, distribute, exhibit, disseminate and otherwise exploit (collectively, “Use”) the content, in whole or in part, you have posted and made available to Thermo Fisher Parties, which may include, without limitation, a photograph, text, handle or account name, information, images, graphics, video or any combination thereof (your “UGC”). You also grant Thermo Fisher Parties the right to Use your username, and, if provided in connection with your UGC, real name, image, likeness, caption, location information or other identifying information, in connection with Use of your UGC.
You agree that Thermo Fisher Parties may Use your UGC for any purpose whatsoever, including, without limitation, advertising, marketing and promotional purposes, and in any media whatsoever now or hereafter existing or developed. You will retain all ownership of your UGC (subject to the license granted herein).
You authorize Thermo Fisher Parties to make copies of your UGC and retain your UGC and copies as necessary to facilitate the Use of your UGC. You agree that Thermo Fisher does not have any obligation to Use any of your UGC.
To the fullest extent permitted by law, you waive: (i) any right to review, inspect or approve the Use of your UGC in any format or media, whether that Use is known to you or not; (ii) any right to royalties or other compensation arising from or related to the Use of your UGC; and (iii) any claim or assertion of moral rights or attribution in favor of Thermo Fisher Parties with respect to your UGC.
- Representations and Warranties
You represent and warrant that: (i) you are at least the age of majority in your jurisdiction; (ii) neither your UGC nor the Use of your UGC as permitted herein will infringe upon, misappropriate or violate the intellectual property, privacy, publicity, contractual, personal or other rights of any person or entity or any applicable laws; and (iii) you own or have obtained all necessary rights and permissions to grant the rights described in these Terms and Conditions, including without limitation, permission from everyone featured in your UGC to grant these rights on their behalf.
- Indemnification and Release
You hereby agree to defend, indemnify, release and hold Thermo Fisher Parties and their respective officers, directors, employees, agents, suppliers, representatives, successors and assigns, harmless from and against any and all claims, actions or proceedings of any kind, and from any and all damages, judgments, losses, liabilities, costs and expenses, including reasonable attorney’s fees and expenses (including any incurred in enforcement of this provision), relating to or arising out of your UGC, your breach or alleged breach of these Terms and Conditions, including any of your warranties, representations or agreements hereunder, your violation of laws or any rights of another person or entity.
- Governing Law and Forum
These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without giving effect to its conflicts of law principles and excluding the U.N. Convention on the International Sale of Goods. Except as otherwise provided in these Terms and Conditions, any claim or controversy arising out of or relating to these Terms and Conditions or the breach thereof shall be settled by binding arbitration in Boston, Massachusetts, USA. The arbitration shall be administered by Judicial Arbitration and Mediation Services (“JAMS”) in its Boston, Massachusetts, USA office. The arbitrator shall be a retired superior court or other appropriate level judge of the Commonwealth of Massachusetts affiliated with JAMS. You and Thermo Fisher each reserves the right to file with a court of competent jurisdiction an application for temporary or preliminary injunctive relief, writ of attachment, writ of possession, temporary protective order and/or the appointment of a receiver on the grounds that the arbitration award to which the applicable party may be entitled may be rendered ineffectual in the absence of such relief. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The award of the arbitrator shall be binding, final, and non-appealable. Any arbitration hereunder may be consolidated by JAMS with the arbitration of any other dispute among the parties arising out of or relating to the same subject matter when the arbitrator determines that there is a common issue of law or fact creating the possibility of conflicting rulings by more than one arbitrator. Any disputes over which arbitrator shall hear any consolidated matter shall be resolved by JAMS. The arbitrator shall not have any power to alter, amend, modify or change any Terms nor to grant any remedy which is either prohibited by the Terms or not available in a court of law. The costs of the arbitration, including any JAMS administration fees and any arbitrator’s fees, and costs of the use of facilities during the arbitration hearings, shall be borne equally by the parties. Except as provided by the rules of JAMS, arbitration will be the sole, exclusive and final remedy for any dispute between the parties hereto.
- No Jury Trial
EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, CLAIM OR PROCEEDING BROUGHT TO ENFORCE, DEFEND OR INTERPRET ANY RIGHTS OR REMEDIES ARISING HEREUNDER, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT.
No Waiver. Our failure to insist upon or enforce strict performance of any provision of the Terms shall not be construed as a waiver of any right.
Compliance with Applicable Laws. You represent and warrant that you shall comply with all laws and regulations that apply to your access and use of the Site, including, but not limited to, any applicable national laws that prohibit the export or transmission of technical data or software to certain territories or jurisdictions.
Severability. If any provision of the Terms is held to be unenforceable, the remaining Terms shall remain in full force and effect, and the unenforceable provision shall be replaced by an enforceable provision that comes closest to the intention underlying the unenforceable provision.
Assignment. We may assign our rights and duties under these Terms to any party, or we may replace the contractually bound entity by way of novation by posting on the Site or updating these Terms with the name of another entity, at any time without prior notice to You.
Relationship. Nothing contained herein shall deem or construe you and Thermo Fisher to be partners, joint venturers, principal-agent or employer-employee, and no party shall have any authority to obligate or bind the other whatsoever.
Entire Agreement. The Terms constitute the entire agreement between you and us with regard to your access to and use of the Site, and any and all other written or oral agreements or understandings previously existing between the parties with respect to such use are hereby superseded and cancelled.