You are about to enter Wounded Warrior Project’s (WWP) digital asset management software, Brandfolder. This is an important document because it is a legally binding agreement between you and us.
These Terms apply to using our photos, videos, and other digital assets made available to you through Brandfolder. We may change these Terms from time to time so they are important to read each time you access the system. Additional guidelines for using Assets may be provided within Brandfolder. By proceeding, you are agreeing to follow these Terms and any guidelines provided.
You may have also already entered into a separate agreement with WWP outlining how you will use the Assets. That’s great! These terms supplement that agreement. If you have no other agreement with WWP, these terms still apply.
WWP may act against you to protect our organization and our rights in the Assets. We would prefer not to, so use the Assets as agreed.
Without further ado, the official, legally binding agreement is below.
1. General Terms: By clicking “I accept” or otherwise accessing or using any of the images, photos, or other materials made available on this platform (the “Assets”), you agree that you have read, understand, and agree to be bound by the terms herein (“Terms”). If you’re an individual entering into these terms on behalf of an entity, you represent and warrant that you have the power to bind that entity. For clarity, the term “you” will apply to you, that entity, and other users accessing the Assets on behalf of that entity.
2. Incorporation of Existing Agreements. If you have entered into a separate agreement with WWP regarding the scope of use for the Assets, or ownership or license to Assets or Your Materials (defined below), that agreement is incorporated herein by reference and these Terms shall be deemed to supplement your agreement. In the event of a conflict between these Terms and your agreement, these Terms will apply unless specifically noted in the agreement.
3. WWP May Change These Terms: From time to time, WWP may change, remove, or add to these Terms. WWP reserves the right to do so in its discretion. You should check these Terms from time to time to make sure you continue to agree with them. If you don’t agree with them, your only remedy is to stop using the Assets. All new or revised terms take effect immediately upon posting by WWP.
4. Using the System. You may use Brandfolder (the “System”) for purposes of accessing the Assets and uploading Your Materials. Access to the System is licensed, not sold, to you; you have no ownership rights in any aspect of the System or the Assets contained on the System. If you make any suggestions or comments about the System to WWP, WWP may share your suggestions or comments with Brandfolder, and you will not retain rights in those suggestions or comments.
You will be responsible for the activity of each user accessing the System for you and agree to: (a) maintain the security of passwords, usernames, links, and downloaded Assets, (b) notify WWP immediately of any unauthorized use, and (c) accept all responsibility for activity that occurs under each user account.
From time-to-time, the System may be upgraded with various patches, upgrades, and system updates the (“Updates”). WWP is not responsible for such Updates. If the Updates cause issues in functionality or use-ability, WWP will work with you in good faith to resolve such issues with Brandfolder.
5. Using WWP’s Assets. WWP grants you a license to use the Assets made available within the System. Only you may use the Assets, and that use may not be subcontracted or assigned. Your use of the Assets is subject to the following:
a. You must use the Assets only in accordance with the scope of use agreed upon between you and WWP.
b. Your license is non-exclusive. WWP can and will license the Assets to others in its sole discretion.
c. WWP may revoke your license to the System and the Assets at any time. In such an event, you must immediately cease use of the Assets, and cause any other users who have copies of or access to the Assets to do the same.
d. You must use the Assets only in accordance with applicable laws and regulations, including those published by the Better Business Bureau Wise Giving Alliance. Unless you have a separate agreement with WWP, you may not use the Assets to state or imply that the sale of a product or service will in any way benefit WWP.
6. Specific Terms Relating to Assets Uploaded by You: Assets uploaded by you may not become available for use unless and until the Assets are approved by WWP via the System (“Your Materials”). Your Materials are subject to the following terms and conditions:
a. You represent and warrant that you have full rights in Your Materials uploaded or otherwise shared by you on or through the System. You further represent and warrant that none of Your Materials violates or infringes upon the rights of any third party, including copyright, trademark, privacy, publicity, or other personal or proprietary rights, breaches or conflicts with any obligation, or contains libelous, defamatory, or otherwise unlawful material. You have obtained the necessary appearance releases and other waivers required to create Your Materials.
b. WWP will review Your Materials and may delete, remove, or restrict use of Your Materials in its sole discretion. WWP is not obligated to provide you notice of such action but will use reasonable effort to do so.
c. You retain any copyright that you may have in Your Material unless you have entered into separate work-for-hire or assignment of copyrights. In the absence of any other agreement addressing ownership, by uploading Your Material or otherwise providing Your Material to WWP, you agree to grant WWP a perpetual, royalty-free, and world-wide license to publish, display, alter, make derivative works, and otherwise use Your Materials for purposes related to WWP’s mission to honor and empower Wounded Warriors. WWP is under no obligation to use Your Materials.
7. Prohibited Conduct: You must not use the System or Assets to engage in any of the following activities:
a. Violating Laws and Rights. You may not (a) use the System or any Assets for any illegal purpose or (b) violate or encourage others to violate any right of or obligation to a third party.
b. Soliciting. You may not use the Assets for advertising or promotional materials for any entity other than WWP.
c. Using an unauthorized account. You may not impersonate another person or entity or misrepresent your affiliation with another person or entity while using the System. You may not use (or attempt to use) another person’s account or personal information without authorization.
8. DISCLAIMER OF WARRANTIES. PLEASE READ THIS SECTION CAREFULLY. USE THE SYSTEM AT YOUR OWN RISK. To the extent permitted by applicable law, WWP offers the System and Assets AS-IS¬ and makes no representations or warranties of any kind. This includes express, implied, statutory, or other representations or warranties, and further includes warranties of title, merchantability, fitness for a particular purpose, and non-infringement. WWP DOES NOT warrant that the System will perform without error or interruption, that defects will be corrected, or that any servers used by the system or WWP are free of viruses or other harmful components. Finally, WWP does not make any warranties or representations as to the Assets or use thereof.
9. To the extent permitted by applicable law, WWP IS NOT RESPONSIBLE or liable whatsoever in any manner for any Assets uploaded to or available through the System (including claims of infringement relating to the Assets), for your use of the System, or for the conduct of third parties on or through the System.
10. Notwithstanding anything in this Agreement to the contrary, you will not hold WWP responsible or liable for any amount in excess of $100 for any purpose relating to these Terms.
11. Indemnification. To the extent permitted by applicable law, you will indemnify, defend, and hold harmless WWP (and its employees, officers, directors, affiliates, and agents) from and against any and all claims, losses, expenses, damages, and costs, including reasonable attorneys’ fees, resulting directly or indirectly from or arising out of (a) your violation of these Terms, (b) your use of the System and Assets, and (c) any use of Your Material.
12. Term and Termination. These Terms become effective when you click “accept” (or similarly acknowledge these terms), or when you begin using Assets, whichever comes first. WWP may terminate this Agreement at any time for any reason (which will result in revocation of your access to the System). The disclaimer of warranties, limitation of liability, and jurisdiction and applicable law provisions will survive any termination or expiration of these Terms.
13. Jurisdiction and Applicable Law. These Terms are governed by and construed by the laws of the State of Florida. Any disputes between you and WWP should, where appropriate, be worked out amicably by the parties prior to seeking legal remedies. Any disputes between you and WWP may be brought only in a federal or state court in Jacksonville, Florida.
14. Miscellaneous Provisions. Either party’s failure to enforce any provision in this agreement will not be considered a waiver of any provision or right. If any part of this agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the parties intend that the rest of the Terms will remain in effect. By agreeing to these Terms, the parties have not and are not creating a joint venture, partnership, employment, or agency relationship. These Terms, and any applicable agreement between you and WWP surrounding your use of the Assets, constitute the entire agreement between you and WWP regarding the subject matter herein.