Common use of User Content License Clause in Contracts

User Content License. When you post User Content on the Site or through the Site Services or provide Upwork with User Content, you represent and warrant that you have the right, power, and authority to post that User Content and grant the licenses specified below. You further represent and warrant that by posting or providing such User Content you will not violate third-party rights of any kind, including, without limitation, any Intellectual Property Rights, rights of publicity, and privacy rights. To the extent your User Content may be copyrightable, you represent, warrant, and covenant that you are the owner of all the copyright rights to such User Content and that Upwork may exercise the rights to your User Content granted under the Terms of Service without any liability or obligation for any payment. You retain all ownership rights in any User Content you post on Upwork. To the extent permitted by applicable law, you also grant to Upwork and our successors and Affiliates a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media, or technology, whether now known or hereafter developed, for use in connection with the Site and Upwork’s (and our successors’ and Affiliates’) business, including, without limitation, for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User a non- exclusive license to access your User Content through the Site and to use, reproduce, distribute, display, and perform such User Content to the extent permitted through the normal functionality of the Site and subject to all applicable confidentiality and other provisions of this Agreement, our Privacy Policy, and applicable law. Notwithstanding the foregoing paragraph, Upwork will only use or disclose User Content you post to any non-public area of the Site to the extent necessary to provide Site Services to you as further described in our Privacy Policy. The licenses to User Content granted by you in this Agreement will terminate within a commercially reasonable time after you remove or delete your User Content from the Site, except that you grant Upwork and our successors and Affiliates the irrevocable and perpetual license to retain and use, but not publicly display or distribute, server or archival copies of all User Content that you have removed or deleted to the extent permitted by applicable law. You may submit comments or ideas about the Site and Site Services, including without limitation about how to improve the Site or Site Services (collectively, “Ideas”). By submitting any Ideas, you agree that: (a) your disclosure is voluntary, gratuitous, unsolicited, and without restriction and will not place Upwork under any fiduciary or other obligation, (b) your Ideas do not contain the confidential or proprietary information of third parties, and (c) we are free to use the Ideas without any additional compensation to you and to disclose the Ideas on a non-confidential basis or otherwise to anyone. You further acknowledge and agree that, by acceptance of your submission, Upwork does not waive any rights to use similar or related ideas known or developed by Upwork or obtained from sources other than you.

User Content License. When you post User Content on the Site or through the Site Services or provide Upwork ShortBench with User Content, you represent and warrant that you have the right, power, and authority to post that User Content and grant the licenses specified below. You further represent and warrant that by posting or providing such User Content you will not violate third-party rights of any kind, including, without limitation, any Intellectual Property Rights, rights of publicity, and privacy rights. To the extent your User Content may be copyrightable, you represent, warrant, and covenant that you are the owner of all the copyright rights to such User Content and that Upwork ShortBench may exercise the rights to your User Content granted under the Terms of Service without any liability or obligation for any payment. You retain all ownership rights in any User Content you post on UpworkShortBench. To the extent permitted by applicable law, you also grant to Upwork ShortBench and our successors and Affiliates a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media, or technology, whether now known or hereafter developed, for use in connection with the Site and UpworkShortBench’s (and our successors’ and Affiliates’) business, including, without limitation, for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User a non- non-exclusive license to access your User Content through the Site and to use, reproduce, distribute, display, and perform such User Content to the extent permitted through the normal functionality of the Site and subject to all applicable confidentiality and other provisions of this Agreement, our Privacy Policy, and applicable law. Notwithstanding the foregoing paragraph, Upwork ShortBench will only use or disclose User Content you post to any non-public area of the Site to the extent necessary to provide Site Services to you as further described in our Privacy Policy. The licenses to User Content granted by you in this Agreement will terminate within a commercially reasonable time after you remove or delete your User Content from the Site, except that you grant Upwork ShortBench and our successors and Affiliates the irrevocable and perpetual license to retain and use, but not publicly display or distribute, server or archival copies of all User Content that you have removed or deleted to the extent permitted by applicable law. You may submit comments or ideas about the Site and Site Services, including without limitation about how to improve the Site or Site Services (collectively, “Ideas”). By submitting any Ideas, you agree that: (a) your disclosure is voluntary, gratuitous, unsolicited, and without restriction and will not place Upwork ShortBench under any fiduciary or other obligation, (b) your Ideas do not contain the confidential or proprietary information of third parties, and (c) we are free to use the Ideas without any additional compensation to you and to disclose the Ideas on a non-confidential basis or otherwise to anyone. You further acknowledge and agree that, by acceptance of your submission, Upwork ShortBench does not waive any rights to use similar or related ideas known or developed by Upwork ShortBench or obtained from sources other than you.

User Content License. When you post User Content on the Site or through the Site Services or provide Upwork Sagegroupy with User Content, you represent and warrant that you have the right, power, and authority to post that User Content and grant the licenses specified below. You further represent and warrant that by posting or providing such User Content you will not violate third-party rights of any kind, including, without limitation, any Intellectual Property Rights, rights of publicity, and privacy rights. To the extent your User Content may be copyrightable, you represent, warrant, and covenant that you are the owner of all the copyright rights to such User Content and that Upwork Sagegroupy may exercise the rights to your User Content granted under the Terms of Service without any liability or obligation for any payment. You retain all ownership rights in any User Content you post on UpworkSagegroupy. To the extent permitted by applicable law, you also grant to Upwork Sagegroupy and our successors and Affiliates a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media, or technology, whether now known or hereafter developed, for use in connection with the Site and UpworkSagegroupy’s (and our successors’ and Affiliates’) business, including, without limitation, for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User a non- exclusive license to access your User Content through the Site and to use, reproduce, distribute, display, and perform such User Content to the extent permitted through the normal functionality of the Site and subject to all applicable confidentiality and other provisions of this Agreement, our Privacy Policy, and applicable law. Notwithstanding the foregoing paragraph, Upwork Sagegroupy will only use or disclose User Content you post to any non-public area of the Site to the extent necessary to provide Site Services to you as further described in our Privacy Policy. The licenses to User Content granted by you in this Agreement will terminate within a commercially reasonable time after you remove or delete your User Content from the Site, except that you grant Upwork Sagegroupy and our successors and Affiliates the irrevocable and perpetual license to retain and use, but not publicly display or distribute, server or archival copies of all User Content that you have removed or deleted to the extent permitted by applicable law. You may submit comments or ideas about the Site and Site Services, including without limitation about how to improve the Site or Site Services (collectively, “Ideas”). By submitting any Ideas, you agree that: (a) your disclosure is voluntary, gratuitous, unsolicited, and without restriction and will not place Upwork Sagegroupy under any fiduciary or other obligation, (b) your Ideas do not contain the confidential or proprietary information of third parties, and (c) we are free to use the Ideas without any additional compensation to you and to disclose the Ideas on a non-non- confidential basis or otherwise to anyone. You further acknowledge and agree that, by acceptance of your submission, Upwork Sagegroupy does not waive any rights to use similar or related ideas known or developed by Upwork Sagegroupy or obtained from sources other than you.

User Content License. When you post You hereby grant to Sona and its affiliates, successors, licensees and assigns, as well as to Third-Party Users (as defined below), a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully paid (subject to any amounts and/or fees paid in connection with Direct Listing and/or Auctions, as described in Sections 8 and 9 of this Agreement), transferrable, assignable, sublicensable (through multiple tiers) right and license to use, copy, reproduce, display, distribute, publish, modify, adapt, make derivate works of, make collective works with and otherwise exploit (i) User Content on the Site (as defined below) (including all copyrights and other intellectual property rights related thereto or through the Site Services or provide Upwork contained therein), (ii) your name, image, voice, likeness, User Information (including biographical material, as applicable) and any other right of publicity and/or privacy held by you in connection with such User Content, you represent in any and warrant that you have all media now known or hereafter discovered, in connection with the rightServices (including, powerwithout limitation, the operation thereof and the provision of any tools, products, services, functionalities and/or other features now or in the future offered in connection therewith), the advertising, marketing, promotion, publicity and merchandising of the Services and any products and services related thereto, and authority to post that identify you as the source of the applicable User Content and grant (collectively, the licenses specified below. You further represent and warrant that by posting or providing such “User Content License”). Without limiting the generality of the foregoing User Content License, you will not violate agree that the rights granted hereunder include the right for all Third-Party Users of the Services to stream, playback and access the User Content as embodied and/or featured in the NFT(s) and for Sona and its successors and designees to facilitate the same, use the User Content to attempt to sell or otherwise dispose of the applicable NFT and use the User Content as part of a third-party offering compatible with the purchased NFT in the normal course of the permitted end-use of such offering. For the avoidance of doubt, and subject to the terms and conditions of this Agreement, the User Content License granted to Sona by you covers Xxxx’s ability to sublicense to, and permit, Third-Party Users of the Services to use User Content in connection with all tools, products, services, functionalities and/or features made available in connection with the Services from time to time, and you specifically acknowledge and agree that certain rights being granted pursuant to the User Content License will be sublicensed and passed through to other Third-Party Users. Moreover, the User Content License granted under this Agreement includes the right for Sona and other Third-Party Users to reproduce, transmit and otherwise distribute sound recordings (and make mechanical reproductions of any kindthe musical works embodied in such sound recordings) via the Services, including, without limitation, any Intellectual Property Rights, rights of publicitythe App, and privacy rights. To to publicly perform and communicate to the extent your User Content may be copyrightable, you represent, warrant, and covenant that you are the owner of all the copyright rights to such User Content and that Upwork may exercise the rights to your User Content granted under the Terms of Service without any liability or obligation for any payment. You retain all ownership rights in any User Content you post on Upwork. To the extent permitted by applicable law, you also grant to Upwork and our successors and Affiliates a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media, or technology, whether now known or hereafter developed, for use in connection with the Site and Upwork’s public sound recordings (and our successors’ and Affiliates’the musical works embodied thereon) businessvia the Services, including, without limitation, for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channelsApp. You also hereby grant each User a non- exclusive license to access should know that in certain instances, some of your User Content through the Site (such as posts or comments you make) may not be completely removed and to use, reproduce, distribute, display, and perform such User Content to the extent permitted through the normal functionality copies of the Site and subject to all applicable confidentiality and other provisions of this Agreement, our Privacy Policy, and applicable law. Notwithstanding the foregoing paragraph, Upwork will only use or disclose User Content you post to any non-public area of the Site to the extent necessary to provide Site Services to you as further described in our Privacy Policy. The licenses to User Content granted by you in this Agreement will terminate within a commercially reasonable time after you remove or delete your User Content from may continue to exist on the Site, except that you grant Upwork and our successors and Affiliates Service. To the irrevocable and perpetual license to retain and use, but not publicly display or distribute, server or archival copies of all User Content that you have removed or deleted to the maximum extent permitted by applicable law. You may submit comments , Sona is not responsible or ideas about liable for the Site and Site Services, including without limitation about how removal or deletion of (or the failure to improve the Site remove or Site Services (collectively, “Ideas”). By submitting delete) any Ideas, you agree that: (a) your disclosure is voluntary, gratuitous, unsolicited, and without restriction and will not place Upwork under any fiduciary or other obligation, (b) your Ideas do not contain the confidential or proprietary information of third parties, and (c) we are free to use the Ideas without any additional compensation to you and to disclose the Ideas on a non-confidential basis or otherwise to anyone. You further acknowledge and agree that, by acceptance of your submission, Upwork does not waive any rights to use similar or related ideas known or developed by Upwork or obtained from sources other than youUser Content.