GoPro Awards licensing terms

Dear GoPro Awards Contributor,

GoPro would like to offer you the opportunity to generate more income by being a part of the GoPro premium content licensing program (the “Licensing Program”). Global advertising brands, ad agencies, and television shows look to our invite-only Licensing Program for high-end imagery and incredible stories. Additionally, because GoPro has a brand to protect, you can be assured that we will only be putting your content into projects that meet our high expectations. The creative world knows that GoPro develops the greatest content in the world and we want you to be a part of our Licensing Program and a part of the GoPro family. Please read and accept the below agreement in order to submit your content to the Licensing Program!

Before submitting any footage to the Licensing Program, please read carefully the terms and conditions that follow. This GoPro Exclusive License Agreement (this “Agreement”) is a binding agreement between you (“You”) and GoPro, Inc., a Delaware Corporation (“GoPro”). For purposes of this Agreement, “GoPro” shall include GoPro’s affiliates, subsidiaries, parent, distributors, successors, assigns, licensees, designees and sublicensees.

NOTE: Employees of GoPro, GoPro’s parent company, affiliates, subsidiaries, individuals or entities contractually obligated to provide content to GoPro, individuals providing services to GoPro through an outsourcer or temporary employment agency, and their respective immediate family members and persons living in their same household, are not eligible to receive any compensation pursuant to this Agreement.

For good and valuable consideration, the receipt and sufficiency of which is acknowledged, You agree to the following:

You acknowledge that You have either previously submitted or will be submitting certain UGC (as defined below) to GoPro Awards. By submitting such UGC to GoPro Awards You confirm that You have entered into, or will be entering into simultaneously with this Agreement, the GoPro Content Submission Agreement (available at gopro.com/awards/terms) (the “Submission Agreement”). The terms and conditions of the Submission Agreement, except as modified by the terms of this Agreement, shall be incorporated herein by this reference.
“UGC” shall have the meaning ascribed to such term in the Submission Agreement, and for purposes hereof, shall refer to the content and materials submitted by You to GoPro under the Submission Agreement.
By agreeing to include Your UGC in the Licensing Program, You hereby acknowledge and agree that Your license and grant of rights to GoPro pursuant to the Submission Agreement is hereby made exclusive. For clarity, Your license and grant of rights to GoPro in the Submission Agreement shall now be an exclusive license and grant of rights to GoPro, and You hereby agree that You will not license or grant any rights in and to the UGC that conflict with the exclusive license and grant of rights to GoPro under this Agreement. Notwithstanding the foregoing, You maintain the right to use Your UGC for personal non-commercial uses (including, but not limited to, posting on Your social media accounts such as YouTube and Facebook).
You hereby expressly grant GoPro the right to transfer, assign and sublicense, in whole or in part, its rights (including without limitation GoPro’s rights in the UGC and the Appearances (as defined in the Submission Agreement)) and obligations under this Agreement to any third party. You hereby affirm that You have obtained all necessary licenses, permissions, and/or releases from all applicable third parties with respect to the proposed commercial usage of the UGC in connection with the Licensing Program.
Subject to Section 7 of the Submission Agreement, GoPro will share with You 30% of the gross licensing revenue actually received by GoPro from the exploitation of Your UGC through the Licensing Program. The revenue for any exploitation will vary based on factors such as the identity of the customer, the desired use of the content, the means of distribution, the territory, and the usage term. Payments made to You under this Agreement (if any) will become a legal liability of GoPro only once accurate payment details and signed tax forms have been received by GoPro (as deemed accurate by GoPro in its sole discretion in connection with GoPro’s banking detail and tax form validation process) and will be payable within ninety (90) days of GoPro’s receipt of Your details regarding where to send Your payment for the UGC, as requested by GoPro or GoPro’s third party vendor. Any payments due will be made payable to You in U.S. dollars and sent via wire transfer or other electronic payment format offered by GoPro or GoPro’s third party vendor using the account information provided by You. All payments due under this Agreement are exclusive of taxes, duties, levies, tariffs and other governmental charges (including, without limitation, VAT) (collectively, “Taxes”). You will be responsible for payment of all Taxes and any related interest and penalties resulting from any payments made hereunder.
You acknowledge and agree that, unless expressly modified by this Agreement, all other terms and conditions of the Submission Agreement otherwise remain in full force and effect.
This Agreement and the Submission Agreement contain the complete understanding between You and GoPro regarding this subject matter, and supersede all prior understandings and agreements between the parties regarding such subject matter. The parties to this Agreement are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment or agency between the parties. This Agreement cannot be modified except by a writing signed by all parties. This Agreement will be governed by and construed in accordance with the laws of the State of California, excluding that body of law known as conflict of laws. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in the Northern District of California and the parties irrevocably consent to the personal jurisdiction and venue therein. Notwithstanding anything to the contrary contained in this Agreement, in the event of any breach or alleged breach of this Agreement by GoPro, Your sole and exclusive remedy shall be an action at law for the recovery of actual money damages, if any, and in no event shall You have the right to seek injunctive or other equitable relief or to enjoin or restrain the use, marketing, distribution or other exploitation of the UGC, any derivative work based thereon, or any other materials which utilize the UGC.

BY CLICKING YES AND OPTING IN TO THE LICENSING PROGRAM, I REPRESENT AND AGREE THAT: (1) I AM FULLY AUTHORIZED TO ENTER INTO THIS AGREEMENT, (2) I AM EIGHTEEN (18) YEARS OF AGE (OR THE MINIMUM AGE OF CONSENT IN THE JURISDICTION OF MY PRIMARY RESIDENCE), (3) I HAVE READ AND UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, AND (4) I HAVE NOT RELIED UPON ANY REPRESENTATIONS MADE BY GOPRO OR ITS REPRESENTATIVES AND I HAVE RELIED SOLELY UPON MY OWN JUDGMENT OR THE ADVICE OF MY OWN ADVISORS.