Social Media Licensing Agreement

You represent and warrant that you are at least 18 years old.

You represent and warrant that you (a) own and control all rights, title and interest in and to the Content you license or that you otherwise have all rights, permissions and consents necessary to post and use such Content (including, but not limited to, the right to use names, images and likenesses of any third party referenced or appearing in the Content); (b) have all rights necessary to provide Roland Foods and its affiliates, agents, representatives, licensees and assigns with the license and rights set forth in Section 4 below; and (c) have complied with all applicable laws and regulations associated with acquiring and/or producing the Content. For the purposes of this License Agreement, “Content” means photographs, text, graphics, moving images, sound, illustrations or any other materials (including any associated metadata or location information) (collectively, “Content”). For purposes of clarification, Content also includes any profile information you allow Roland Foods to access from third party social media platforms (including but not limited to Instagram, YouTube, Twitter, Pinterest, LinkedIn, and Facebook) in accordance with the authorization procedures determined by the platform.

You hereby grant to Roland Foods a nonexclusive, royalty-free, worldwide, perpetual, irrevocable and fully sub-licensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and publicly display the Content you submit, in whole or in part, on any of Roland Foods’ social media accounts, on or in any digital platforms of Roland Foods (including websites, apps and e-mail), and on third-party websites for any purpose, including for promotional and publicity purposes.

For purposes of clarification and not limitation, (a) this license includes, and you expressly consent to, Roland Foods’ right to use and publicly display your name, image, likeness and persona; and (b) nothing in this license transfers your ownership of the Content to Roland Foods. Nothing in this license requires Roland Foods to use or publish your Content in any specific way or on a specific platform or use or publish your Content at all. Content may be used for commercial purposes and may be copied, exported and published elsewhere on the Internet, including on social media websites.

Any statements, remarks or claims contained or depicted in your Content will reflect your honest views and experiences. When referencing or depicting brands, products or services in your Content, you further agree to disclose any material connections you may have with Roland Foods or other third-party brands or sellers (such as if you are an employee, paid blogger or recipient of free products/services). You also agree to provide supporting information or documentation related to these statements, remarks, claims, views and experiences within five (5) days of Roland Foods’ request.

You understand that you will not be paid for Roland Foods’ use of your Content as described in this License Agreement. Each of us, subject to Section 8, will bear our own expenses associated with this License Agreement.

You agree to take any actions (including execution of documents) reasonably requested by Roland Foods to effect, perfect or evidence the representations and/or licenses and rights set forth in this License Agreement.

You agree that you will not submit Content that: (i) infringes any patent, trademark, trade secret, copyright or other intellectual or proprietary right of another; (ii) includes material that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, violent, harassing, threatening, abusive, inflammatory, fraudulent or otherwise objectionable; (iii) displays, describes or encourages the use of a product or service that could be offensive, inappropriate or harmful to Roland Foods or any other person or depicts the use of a product in a manner that is contrary to any instruction or warnings relating to the product; (iv) impinges upon or violates the publicity, privacy or data protection rights of others; or (v) makes or includes false or misleading statements, claims or depictions about a person, company, product or service.

Without limiting the foregoing, you agree that in conjunction with the production of your Content, you have not inflicted emotional distress or abuse on other people, have not publicly humiliated other people, have not assaulted, stalked or threatened other people, have not entered onto private property without permission, have not impersonated any other person or misrepresented your affiliation, title, or authority, and have not otherwise engaged in any activity that may result in injury, death, property damage, and/or liability of any kind. Roland Foods has the right to reject and/or remove any Content whose production Roland Foods believes, at its sole discretion, involved, incorporated, or facilitated any such activities. Roland Foods’ rights specifically include its right to terminate access to any user who submits Content in violation of this License Agreement.

You agree not to submit Content that attempts to gain access to any restricted portion of Roland Foods’ platform, attempts to gain personal information or passwords from other users or engages in any commercial activity on or related to the Roland Foods’ platform.

To the fullest extent allowed by law, you agree to release, discharge and indemnify Roland Foods and its employees, contractors, sponsors or any other person acting under Roland Foods’ permission or authority, from any liability, claim, damage, judgment, cost, loss, expense (including reasonable attorneys’ fees), by virtue of any publication or use of the Content you submit or the name, image, likeness, persona or other information you provide in connection with such Content. You further agree to waive any rights to injunctive relief you may have in connection with this License Agreement and any rights to seek incidental, consequential, indirect, special or punitive damages, including lost profits, arising from any transaction, submission of Content or use of Content by Roland Foods.

This is the entire Agreement between you and Roland Foods in relation to the Content you’re licensing. If a court finds any provision of this License Agreement to be unreasonable or unenforceable in any respect, you agree that this License Agreement will nonetheless be enforced to the maximum extent to which it is found by the court to be legally enforceable.

This License Agreement will be governed by applicable federal law and the laws of the State of New York, without reference to its choice of law rules. Nothing herein will be interpreted as a waiver of Roland Foods’ rights to the Content under federal and state common law and statutes (such as rights of public domain and fair use).