Terms and Conditions For User Generated Content (“Agreement”)

For good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, Delicato Family Wines (the “Licensee”) and Content Creator (the “Creator”) agree as follows:

Term. The term of this Agreement (the “Term”) commences upon the date of acceptance by Creator and shall continue until terminated by Licensee. Written request for termination may be submitted to socialmedia@delicato.com. Acceptance by Creator is indicated by #yes used in response to comment made within post by Licensee.

Proprietary Rights. Creator upon acceptance of this Agreement hereby grants Licensee a worldwide, non-exclusive, irrevocable, royalty-free, transferable license to reproduce, distribute, display, publish, publicly perform and to create derivative works from the materials contained in the requested work (the “Post”) for use in any and all publications, media, whether now known or hereafter existing, including without limitation, advertising, marketing, posting the Post on websites, social media platforms, emails and newsletters, and third party publications.

Promotional Use. Creator grants to Licensee the right to use Creator’s personal identification and information (including, without limitation, your name, user name, profile image, pseudonym and/or image) in connection with authorized uses of the Post.

Credit, Attribution and Linking. Licensee may give Creator credit in connection with the use of the Post by identifying Creator in conjunction with the content of the Post as displayed. Licensee may also provide a link to the Post, to the extent available, on the source network (e.g. Instagram, Facebook, Twitter).

Representations and Warranties. Creator represents and warrants to Licensee that the Posts are Creator’s original works and have been legally created, and do not now and will not violate any existing intellectual property rights, including, without limitation, copyright or trade secret or any contractual rights, and that they contain no matter which, if published, will be fraudulent, harassing, libelous, disparaging, defamatory, obscene, or a violation of any rights of publicly or privacy, or any law or regulation. Creator will fully cooperate with Licensee in responding to and defending against any third party claim related to the Post. Creator further represents and warrants that they are 21 years of age or older, own all rights to the content in the Post and that the Post: (i) has not been published or distributed previously in any media; (ii) does not depict children or anyone under the legal drinking age; and (iii) depicts only Creator in any photos that are part of the Post and is authorized to provide approval to Licensee to use.

Waivers. Creator hereby waives any right to inspect materials to be used in publications or on websites and in other media as described above and further waives any right to royalties or other compensation arising out of or related to the above use or uses. Creator further waives and releases any and all claims in connection with the above use or uses including, but not limited to, claims relating to defamation, rights of privacy or publicity, confidentiality, copyright or otherwise.

Indemnity. Each Party hereto shall indemnify, defend, and hold harmless the other Party, its officers, directors, employees and agents with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees, to the extent that it is based upon a claim that, if true, would constitute a breach of any of the indemnifying Party’s representations, warranties, or agreements hereunder.

Arbitration. YOU AGREE THAT DISPUTES BETWEEN YOU AND LICENSEE WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASSWIDE ARBITRATION.

Governing Law. All issues and questions concerning the construction, validity, interpretation, and enforceability of this Agreement and release or the rights and obligations of Creator and/or Licensee in connection with this Agreement shall be governed by and construed in accordance with the internal laws of the state of California without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of any other state’s laws.

Entire Agreement. These Terms of and Conditions, shall constitute the entire agreement between you and Licensee regarding the Post content and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Licensee.

Representation of Authority. Creator represents and warrants to Licensee that Creator is duly authorized and has the legal capacity to execute and deliver this Agreement and grant the rights herein granted and that the Agreement is a valid and legal agreement binding on Creator and enforceable in accordance with its terms.