By responding to the request that FUJIFILM has posted in the comments section of the Image on Instagram using the specified hashtag or any statement that a reasonable person would interpret as acceptance of the terms of this Licensing Agreement, you agree to grant FUJIFILM an irrevocable licence to repost the Image on the FUJIFILM instax Instagram feed on the terms set forth in this Licensing Agreement.
In this Licensing Agreement, unless the contrary intention appears:
“Image” means the image you have posted to your Instagram account which FUJIFILM notifies you that it wishes to repost to the FUJIFILM instax Instagram feed
“Moral Rights” means:
(a) a right of attribution of authorship;
(b) a right not to have authorship falsely attributed;
(c) a right of integrity of authorship; or
(d) a right of a similar nature;
which is conferred by statute, and which exists or comes into existence anywhere in the world in a deliverable form.
2. You hereby represent and warrant to FUJIFILM that:
a) you are at least eighteen (18) years of age;
b) you are the exclusive owner of all copyright and intellectual property rights in relation to the Image and all related copy, film and photography, and you have the right to license these rights to FUJIFILM;
c) the Image is original and does not infringe any third party rights, including any intellectual property rights;
d) you have obtained written consent from each and every identifiable person in the Image to the reposting of the Image by FUJIFILM on the FUJIFILM instax Instagram feed as contemplated herein, and you will provide such written consents to FUJIFILM upon request; and
e) you have the full power and authority necessary to enter into and perform this Licensing Agreement, and that no consent or approval from any other person or entity is required for you to enter into and perform this Licensing Agreement.
3. You hereby agree to grant FUJIFILM a perpetual, irrevocable, non-exclusive, royalty-free, worldwide licence to repost the Image on the FUJIFILM instax Instagram feed.
4. You hereby unconditionally consent to FUJIFILM doing or omitting to do any act at any time in relation to the Image, which would but for this consent infringe any Moral Rights you may have. If you are a business or company, you also agree to procure all relevant Moral Rights consents and waivers as required from your employees, subcontractors or any other creators involved in the creation of the Image to enable FUJIFILM to do or omit to do any act at any time in relation to the Image which would infringe any Moral Rights. In particular, you agree that FUJIFILM has full editorial and creative control over the use and reproduction of the Image in accordance with clause 3, and may crop, edit or otherwise amend or adapt the Image in any manner at its sole discretion.
5. You acknowledge that you will not make any claim for royalties, fees or any other form of payment whatsoever in connection with the rights granted herein.
6. You hereby agree to release, discharge, hold harmless and indemnify FUJIFILM and its director, officers, employees and agents from any and all claims, actions, demands, liabilities and damages of any kind whatsoever arising out of or in connection with: (a) the Image; (b) any actual or alleged breach by you of this Licensing Agreement; (c) any actual or alleged breach of any representation or warranty that you have provided to FUJIFILM; or (d) the reposting by FUJIFILM of the Image on the FUJIFILM instax Instagram feed.
7. This Licensing Agreement shall constitute the entire agreement between the parties with respect to its subject matter. No waiver by either party of any breach or default hereunder is a waiver of any preceding or subsequent breach or default. If any provision of this Licensing Agreement is held invalid by a court of competent jurisdiction, such invalidity shall not affect the enforceability of any other provisions contained herein, and the remaining portions of this Licensing Agreement shall continue in full force and effect.
8. This Licensing Agreement is governed by the laws of the State of New South Wales, Australia. The parties irrevocably submit to the exclusive jurisdiction of the Courts of the State of New South Wales and the Federal Court of Australia.