User Generated Content Licence

Content Licence Agreement

1. YOUR RELATIONSHIP WITH THREE
   
   1. Your submission of visual and/or audio-visual content (including text, software, scripts, graphics, photos, sounds/audio, music, videos, animation, performances, characters, names, logos, trade marks, people featured, interactive features and other materials or elements which make up, are depicted in, or are associated with the content) (collectively “Content”) to Hutchison 3G UK Limited (trading as Three) with company number 03885486 and whose registered office is at Great Brighams Mead, 1 Vastern Road, Reading, Berkshire RG1 8DJ (“Three”) on one of Three’s social media channels (including, without limitation, Facebook, Twitter, Instagram, and SnapChat) (“Social Media Channels”) whether via an online submission form, a direct message, or a designated #hashtag post is subject to the terms of a legal agreement between you and Three.
   2. Your legal agreement with Three is made up of these terms and conditions (“Terms”) which constitutes a legally binding agreement between You and Three from the date you submit the Content. Please review the Terms carefully.
2. ACCEPTING THESE TERMS
   
   1. To submit Content, you must first agree to the Terms. You may not submit Content if you do not accept, or cannot comply with, the Terms.
   2. By submitting or posting Content on one of Three’s Social Media Channels You hereby accept the Terms and agree to be bound by them.
   3. You may not upload Content and You may not accept these Terms if you are under the age of 18.
   4. You should print or save a copy of the Terms for your records.
3. RIGHTS GRANTED TO THREE
   
   1. When you upload and submit Content to Three for inclusion on one of its Social Media Channels via an online submission form, a direct message, or a designated #hashtag post, You confirm that you are the sole rights holder to the Content and You:
      
      1. grant to Three a sole, royalty-free, worldwide, perpetual, and transferable licence (with the right to sub-licence to third parties) to use, copy, distribute, display, broadcast, modify, edit, adapt, add to, translate, create derivative works of, perform and otherwise exploit the Content in any manner or context (including, without limitation, for commercial, advertising, marketing and/or promotional purposes) in any media formats and through any media channels (whether now known or invented in the future); and
      2. shall, and shall procure that all persons appearing or featuring in the Content, unconditionally and irrevocably waive in favour of Three (its licensees, sub-licensees, assignees and successors in title), in respect of the Content, all moral rights and performers’ rights arising under the Copyright, Designs and Patents Act 1988 as amended from time to time (including (1) to be identified as the author/director/performer of the Content and (2) to object to derogatory treatment of the Content).
   2. By submitting the Content to Three for inclusion on one of its Social Media Channels via an online submission form, a direct message, or a designated #hashtag post, and granting to Three the above rights in and to the Content, You shall be given the opportunity to have the Content (in whole, part or modified by Three) published on one or more of Three’s Social Media Channels at the sole discretion of Three. You acknowledge and agree that this is good and valid consideration for the rights granted to the Content, which shall remain in full force and effect regardless of whether the Content is used/published or not.
4. WARRANTIES & INDEMNITY
   
   1. You warrant and undertake to Three that:
      
      1. You are the sole legal and exclusive owner of all copyright and other intellectual property rights in the Content;
      2. You have not licensed or assigned, nor will you licence or assign, any of the copyright or other intellectual property rights in the Content to any person or entity other than Three;
   2. You have the full right and power to enter into these Terms and to grant to Three the rights in and to the Content as set out in paragraph 3 above;
      
      1. You have obtained all the rights, clearances and/or licences necessary for Three to exercise the rights in and to the Content as set out in paragraph 3 above;
      2. the Content You submit will not contain any third party copyright or material that is subject to other third party proprietary rights (including rights of privacy or rights of publicity), unless you have a formal licence or permission from the owner to use the material and to grant Three the licence referred to in paragraph 3 above;
      3. the Content and all information given to Three is true, accurate, not misleading and complies with the Content Standards set out in paragraph 5 below;
   3. if any person appears or is featured in the Content, You have obtained that person’s consent to your submission of the Content and their agreement to the Terms;
   4. if any person under 16 years old appears or is featured in the Content, you confirm that You are that person’s parent or legal guardian;
      1. nothing in the Content, nor its use by Three (or its licensees, sub-licensees, assignees and successors in title), will infringe or violate any third party rights (including but not limited to copyright, moral rights, trade marks, patents, privacy rights, or any other statutory, common law or contractual rights of any individual or entity); and
      2. to the best of your knowledge, the Content contains no viruses or malware.
   5. You shall fully indemnify, defend and hold harmless Three (its parent, subsidiaries and affiliated companies, licensees, sub-licensees, assignees and successors in title) against any and all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses suffered or incurred by the Three or the other indemnified parties arising out of or in connection with a breach of any of the warranties and undertakings made by You in paragraph 4a above.
5. CONTENT STANDARDS
   
   1. You confirm and agree that the Content does not include any:
      1. untruthful or defamatory statements, or anything likely to bring a person’s or entity’s reputation into disrepute;
      2. personal data or sensitive personal data of any individual;
   2. grossly offensive content (including anything indecent, obscene, socially irresponsible or that is likely to cause serious and widespread offense);
      1. hateful content (including anything that discriminates against or condones or promotes violence against individuals or groups based on race or ethnic origin, religion, disability, gender, age, nationality, sexual orientation, or gender identity);
      2. content that could amount to harassment (including trolling or cyber-bullying);
      3. threatening or intimidating content (including anything that encourages or promotes predatory behaviour or incites violence);
   3. pornographic or sexually explicit content;
   4. content that may encourage people to do things that might cause them injury;
      1. graphic or violent content;
      2. content that reinforces gender stereotypes or mocks individuals for not having the stereotypical attributes of their gender; or
      3. content that reinforces negative body image.

6. LIMITATION OF LIABILITY
   
   1. Nothing in these Terms shall exclude or limit Three’s liability for losses which may not be excluded or limited at law.
   2. Subject to paragraph 7a above, under no circumstances will Three (or its parent, subsidiaries or affiliated companies) be liable to You for:
      1. any indirect or consequential losses which may be incurred by You (including any loss of profits, loss of sales or business, loss of agreements or contracts, loss of actual or anticipated savings, loss of opportunity, loss of or damage to goodwill or reputation, loss of opportunity, any loss of, damage to, or corruption of data suffered by You);
      2. any loss, damage, costs or expenses which may be incurred by You as a result of Three’s use of the Content in accordance with these Terms (whether or not Three has been advised of or should have been aware of the possibility of any such losses arising).
7. REPORTING INTELLECTUAL PROPERTY INFRINGEMENT
   
   1. Three respects the intellectual property rights of others. If you believe that any Content licensed to Three for use on its media channels infringes your intellectual property rights, please notify us by email to copyright@three.co.uk. Please include the following:
      
      • “Notice of Infringement” in the subject header;
      • your full name, telephone number and, if applicable, your company name;
      • a screenshot of the alleged infringing Content;
      • a description of the rights alleged to be infringed; and
      • any evidence supporting your notice of infringement.
   2. We will endeavour to respond to any notice of infringement within 5 working days and work with the complainant and the original person who submitted the allegedly infringing Content to resolve the issue.
8. CHANGES TO THE TERMS
   
   1. Three reserves the right to change the Terms from time to time. Where any changes are made, Three will publish the modified version of the Terms on the Platform, which will apply to all Content submissions from the date of publication of the modified Terms.
9. GENERAL
   
   1. Three does not endorse any Content or any opinion or material expressed within the Content and Three expressly disclaims any and all liability in connection with the Content.
   2. The Terms constitute the entire agreement between You and Three and supersedes and extinguishes all previous agreements, licences, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.
   3. You agree that Three may send You notices (including those regarding changes to the Terms) by email.
   4. If any provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it invalid, illegal or unenforceable. If such modification is not possible, the relevant provision (or part) shall be deemed deleted. Any modification to or deletion of a provision (or part) shall not affect the validity and enforceability of the rest of these Terms.
   5. You agree that each member of the group of companies of which Three is a part shall be beneficiaries to the Terms and that such companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on or rights in favour of them. Otherwise, no
   6. You agree that if Three does not exercise or enforce any legal right or remedy provided under these Terms or available by law, this will not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No singe or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
   7. The Terms, and your relationship with Three, shall be governed by and construed in accordance with English law. You and Three agree to submit to the exclusive jurisdiction of the English Courts to resolve any legal matter arising from the Terms.