Content Submission Agreement

(Last revised August 1, 2018)

Please read the following important terms and conditions (“Content Submission Agreement”) carefully. The Content Submission Agreement is a legal contract between you (“You”, or collectively “Users”), and Deseret Digital Media, Inc. (“DDM” or “Operator”), owner and operator of theMemories.com (the “Site”), regarding your use of the Site. You also agree to be bound by the Site’s Terms of Use and Privacy Policy. DDM may change any of the terms of this Content Submission Agreement at any time without notice by posting revisions to the Site. Your continued use of the Site and submission of content constitutes your acceptance of the revised Content Submission Agreement.

  1. User Submitted Content. You have the ability to interact with the Site and other users by uploading, providing or contributing content, including, but not limited to, text, video, photographs, genealogical data, images, writings, documents, comments, depictions and a variety of other submissions, including but not limited to metadata and location information, in any and all available media formats (collectively, “Your Content”). You affirm, represent and warrant that (1) you own or otherwise control all right, title and interest in and to Your Content, including, but not limited to, the copyright thereto, the right to use names, images and likenesses of any third party referenced or appearing in the Content; (2) none of the materials included in Your Content are defamatory, libelous, obscene, pornographic or violates any law; (3) use of Your Content as provided in this Content Submission Agreement will not violate any legal rights (tangible or intangible) of any third party; and (4) Your Content does not contain any viruses, adware, spyware, worms, or other malicious code. Violators of these third-party rights may be subject to criminal and civil liability. DDM reserves all rights and remedies against any Users who violate this Content Submission Agreement.

  2. Licenses and Rights Granted to Operator. By submitting Your Content to this Site, you grant DDM and its affiliates with an unrestricted, fully paid-up, royalty-free, worldwide, irrevocable, sublicensable, and perpetual license to use any and all of Your Content that you submit or otherwise provide to this Site, for any and all purposes, in any and all manners, and in any and all forms of media that we, in our sole discretion, deem appropriate. As part of this license, you give DDM unlimited permission to copy, publicly display, transmit, broadcast, publicly perform, distribute, sublicense, sell, create derivative works from (including, without limitation, by combining all or a portion of Your Content with that of other contributors or by otherwise modifying Your Content), and to otherwise use (and allow others to use) Your Content throughout the world, by any means we deem appropriate (electronic or otherwise, including on the Internet).

  3. Evidence of Rights. You agree to take any actions, including the execution of documents, reasonably requested by DDM to effect, perfect or evidence the representations and/or licenses and rights set forth in this Content Submission Agreement.

  4. Posting Your Content. You agree to provide accurate current and complete information during the registration process, when contributing Your Content or when otherwise using the Site. You also agree that you will review, maintain, correct and update such information in a timely manner to maintain its accuracy and completeness. You agree to safeguard your user name and password, and you authorize us to accept any use of the Site through Your Account as being used by you or someone authorized to act for you. You agree to be liable for any conduct used through Your Account and for any transactions associated with Your Account. You agree that we can rely upon the contact and other information that is supplied to us using Your Account and that we will rely upon such information. You agree and acknowledge that Your Account is non-transferable and non-assignable.

  5. Accuracy of Your Content. You agree to provide true, accurate, and complete information to us. If any information you provide is, in our sole and absolute discretion, false or misleading, we shall have the right, but not the obligation, to take any remedial or preventative action we deem appropriate in our sole discretion, including restricting access to, deleting, and/or editing any of Your Content.

  6. Sensitivity to Other Users. We ask you to be selective in submitting Your Content. We reserve the right to remove Your Content which we believe, in our sole and absolute discretion, (a) is irrelevant, (b) is potentially harmful or embarrassing to any living person, (c) is offensive, indecent, inappropriate, threatening, or abusive, or (d) otherwise violates this Agreement, the Terms of Use. We may also take any action, including restricting access for violations of this Agreement and notifying law enforcement of any activity which appears, in our sole discretion, to violate applicable law.

  7. Automated Screening. We reserve the right, without obligation, to monitor and edit Your Content. Although we are not obligated to do so, we reserve the right to edit Your Content for any or no reason.

  8. Prohibited Content. In addition to the prohibitions contained elsewhere, you agree not to post or submit to the Site any content or any other materials whatsoever that is:

    1. untrue, misleading, harmful, threatening, abusive, harassing, tortious, defamatory, invasive to another person's privacy or protected data;
    2. infringing on a third party's rights, including any patent, trademark, trade secret, copyright, right of publicity, or other proprietary rights of any party;
    3. proprietary and confidential information for which you are not authorized to disclose;
    4. a software virus or any other computer file, program or code designed to interrupt, destroy, or limit the functionality of any computer equipment; or
    5. a robot, spider, scraper or other automated means to access the Site or extract data or gather or use information, such as email addresses, available from the Site.

  9. Eligibility. You represent and warrant that you are at least 13 years old. If you are between the ages of 13 and 18, you are only permitted to submit Your Content with the supervision of your parent or legal guardian, who agrees to be bound by the terms of this Content Submission Agreement.

  10. Privacy. Your privacy is important to DDM. DDM’s Privacy Policy is hereby incorporated into this Content Submission Agreement by reference. Please read this notice carefully for information relating to DDM’s collection, use, and disclosure of your personal information.

  11. Indemnification. You will indemnify, defend, reimburse and hold harmless DDM, and each parent company, subsidiary, affiliate, division, officer, director, employee, contractor and agent of DDM, for, from and against any and all liabilities, claims and expenses of any type or nature, including costs and attorneys’ fees, that arise from: (a) the exercise of the License set forth above; (b) your use of the Site; (c) your violation of the Content Submission Agreement; or (d) any claim that Your Content caused damage to a third party, including without limitation, claims that Your Content infringes the rights of a third party.

  12. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL DDM, OR ANY PARENT COMPANY, SUBSIDIARY, AFFILIATE, DIVISION, OFFICER, DIRECTOR, EMPLOYEE, CONTRACTOR OR AGENT OF DDM, BE LIABLE FOR ANY DAMAGES OF ANY KIND OR NATURE WHATSOEVER, WHETHER DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHERWISE (INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, LOST BUSINESS, LOST REVENUES OR LOSS OF ANTICIPATED PROFITS OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER), THAT RESULT FROM THE USE OF YOUR CONTENT, THE LICENSE, OR THE INABILITY TO USE THE SITE OR FROM ANY INFORMATION PROVIDED AT THE SITE, INCLUDING YOUR CONTENT. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER BASIS, AND EVEN IF DDM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  13. Choice of Law. This Agreement will, for all domestic and international purposes, be governed, interpreted, construed and enforced solely and exclusively in accordance with the laws of the State of Utah, without regard to its conflicts of law provisions. Exclusive jurisdiction for any claim or action arising out of or relating to these Terms of Use or your use of the video.deseretconnect Service will be in the state or federal courts located in Salt Lake County, State of Utah. By using the video.deseretconnect Service, you hereby submit to the exercise of personal jurisdiction of these courts for the purpose of litigating any such claim or action.

  14. Assignment. The Content Submission Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by DDM without restriction. Any assignment attempted to be made in violation of this Content Submission Agreement shall be void.

  15. Survival. Upon termination of these Content Submission Agreement, any provision which, by its nature or express terms should survive, will survive such termination or expiration.