PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS IMPORTANT TERMS THAT AFFECT YOUR LEGAL RIGHTS. WHEN YOU SEND THE HASHTAG #OKHASBRO OR SIMILAR HASHTAG IN RESPONSE TO A SOCIAL MEDIA COMMENT OR POST BY HASBRO, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. Please note the arbitration provision set forth below, requiring you to arbitrate any RELEVANT claims you may have against HASBRO on an individual basis. ARBITRATION ON AN INDIVIDUAL BASIS MEANS YOU WILL NOT HAVE, AND YOU WAIVE, THE RIGHT FOR A JUDGE OR JURY TO DECIDE YOUR CLAIMS, AND THAT YOU MAY NOT PROCEED IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE CAPACITY.
Hasbro, Inc. (“Hasbro” or “us”) has contacted you via social media regarding certain photographs, videos, text, or other content posted on social media (the “Content”). For the avoidance of doubt, the Content also includes any profile information and comments or captions displayed in connection with the Content. Hasbro is interested in using this Content for marketing and advertising purposes. This agreement (the “Agreement”) is a binding contract between you and Hasbro regarding our use of the Content. The Content may have been posted on social media by you or someone for whom you are legally responsible. Alternatively, you may not have posted the Content, but may be featured in Content posted from someone else’s social media account. The provisions below apply in either case, unless indicated to the contrary. By responding to a social media communication from Hasbro requesting permission to use the relevant Content with #OKHASBRO or similar hashtag, you are agreeing to the following terms, as applicable:
- You represent and warrant that you are a legal resident of the United States, that you have reached the age of majority in your jurisdiction of residence, and that you are legally competent to enter into this Agreement.
If the Content was posted on your social media account or that of your child/legal dependent:
- You represent and warrant that (i) the Content is your own original work and that you are the sole and exclusive holder of any rights, including but not limited to any copyright protection, in the Content or (ii) you are the parent or legal guardian of the individual that created or otherwise holds all rights in the Content, and that you have the right to grant the license and make all representations and warranties required by this Agreement on his or her behalf.
- You will retain ownership of all intellectual property rights in the Content. However, to the extent allowed by law you grant Hasbro and its affiliates, licensees, promotional partners, developers and third-party marketing entities a non-exclusive, perpetual, irrevocable, worldwide, royalty-free license to edit, modify, cut, rearrange, add to, delete from, copy, reproduce, adapt, publish, exploit and use the Content throughout the world, and in any manner, for trade, advertising, promotional, commercial, or any other purposes without further review, notice, approval, consideration, or compensation.
- You represent and warrant that you have obtained permission from each person whose name, image, likeness, appearance, voice, and other personal characteristics (“Likeness”) are included in the Content to display their Likeness in the Content and to license the Content to Hasbro. If the Content includes the Likeness of a person who is under the age of 18 or under the age of majority in his or her jurisdiction of residence, whichever is greater (a “Minor”), you represent and warrant that you are the parent or legal guardian of the Minor and that you authorize Hasbro’s use of the Minor’s Likeness.
- You represent and warrant that the Content does not:
- Infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of another;
- Impinge upon or violate the publicity, privacy or data protection rights of others;
- Include material that is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, or contain explicit or graphic descriptions or accounts of sexual acts;
- Victimize, harass, degrade, or intimidate an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
- Encourage conduct that would constitute a criminal offense or that gives rise to civil liability or otherwise encourage others to commit illegal activities or cause injury or property damage to any other person;
- Impersonate any person, business, or entity, including Hasbro and its employees and agents, or falsely state or otherwise misrepresent your affiliation with any person, business or entity;
- Make or include false or misleading statements, claims or depictions about a person, company, product or service; or
- Display, describe, or encourage the use of a product or service that could be offensive, inappropriate or harmful to Hasbro or any other person or depict the use of a product in a manner that is contrary to any instruction or warnings relating to the product.
- You represent and warrant that (i) any statements, remarks, or claims contained or depicted in the Content that pertain to Hasbro or its products reflect your honest views and experiences and (ii) you have clearly and conspicuously disclosed in the Content or the social media post featuring the Content any material connections you or any person featured in the Content have with Hasbro, including but not limited to an employment relationship with Hasbro or any payment or free products or services received from Hasbro.
If you are featured in the Content:
- You irrevocably and permanently authorize Hasbro, its affiliates, licensees, promotional partners, developers and third party marketing entities to display, publicly perform, exhibit, transmit, broadcast, reproduce, record, photograph, digitize, modify, alter, edit, adapt, create derivative works, exploit, sell, rent, license, otherwise use and permit others to use your Likeness.
- If the Likeness of your child or legal dependent under the age of majority is featured in the Content, you hereby make the same authorization as described in Section 3(a) above on his or her behalf.
- In no event shall Hasbro or its affiliates, agents, licensees, promotional partners, developers and third party marketing entities (the “Released Parties”) be liable for any damages (including, without limitation, incidental, consequential, punitive, or other indirect damages, lost profits, or damages resulting from lost data or business interruption) resulting from the use of the Content, whether based on warranty, contract, tort, or any other legal theory, and whether or not Hasbro or any other of the Released Parties are advised of the possibility of such damages. For the avoidance of doubt, Hasbro is not liable for, and you hereby waive any damages based on, alleged violation of (i) intellectual property rights in the Content or (ii) publicity or other rights attaching to your Likeness. NOTE THAT THIS LIMITATION OF LIABILITY DOES NOT APPLY TO NEW JERSEY RESIDENTS.
- You and Hasbro agree that, if there is any controversy, claim, action, or dispute arising out of or related to our use of the Content, or the breach, enforcement, interpretation, or validity of this Agreement or any part of it (“Dispute”), both parties shall first try in good faith to settle such Dispute by providing written notice to the other party describing the facts and circumstances of the Dispute and allowing the receiving party thirty (30) days in which to respond to resolve the Dispute. Notice shall be sent to Hasbro at:
c/o Hasbro, Inc.
1011 Newport Avenue
Pawtucket, RI 02861
Both you and Hasbro agree that this dispute resolution procedure is a condition precedent that must be satisfied before initiating any arbitration or filing any claim against the other party. IF ANY DISPUTE CANNOT BE RESOLVED BY THE ABOVE DISPUTE RESOLUTION PROCEDURE, YOU AGREE THAT THE SOLE AND EXCLUSIVE JURISDICTION FOR SUCH DISPUTE SHALL BE BINDING ARBITRATION ON AN INDIVIDUAL BASIS. ARBITRATION ON AN INDIVIDUAL BASIS MEANS THAT YOU WILL NOT HAVE, AND YOU WAIVE, THE RIGHT FOR A JUDGE OR JURY TO DECIDE YOUR CLAIMS, AND THAT YOU MAY NOT PROCEED IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE CAPACITY. Other rights that you and we would have in court will not be available or will be more limited in arbitration, including discovery and appeal rights. All such Disputes shall be exclusively submitted to JAMS (www.jamsadr.com) for binding arbitration under its rules then in effect in the Providence, Rhode Island area, before one arbitrator to be mutually agreed upon by both parties.
The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute arising under or relating to Hasbro’s use of the Content, or the interpretation, applicability, enforceability, or formation of this Agreement, including any claim that all or any part of this Agreement is void or voidable.
- You agree that the laws of the State of Rhode Island govern this Agreement and any claim or Dispute that you may have against us, without giving effect to any conflict of laws principles. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the foregoing provision with respect to applicable substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C., Secs. 1-16).
- If you have questions or concerns regarding this Agreement, please contact us using the following contact information:
- This is the entire agreement between you and Hasbro in relation to the Content. In the event that any provision of this Agreement is found to be invalid or unenforceable, you agree that this Agreement will nonetheless be enforced to the maximum extent to which it is found to be legally enforceable.
© 2018 Hasbro, Inc. All rights reserved.
Last Updated: 3/26/2018