Last Updated: April 25, 2017
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE UPLOADING, SUBMITTING OR OTHERWISE PROVIDING ANY MATERIALS OR CONTENT TO HORNET NETWORKS, LIMITED (“HORNET”). THE TERMS AND CONDITIONS OF THIS HORNET CONTRIBUTOR LICENSE AGREEMENT (“AGREEMENT”) GOVERN YOUR PROVISION, AND HORNET’S USE, OF ANY SUCH MATERIALS AND CONTENT UNLESS YOU AND HORNET HAVE EXECUTED A SEPARATE WRITTEN AGREEMENT WITH RESPECT TO THOSE MATERIALS AND CONTENT.
By clicking or selecting any “I ACCEPT” or “I AGREE” button, link or check box associated with this Agreement or by uploading, submitting or otherwise providing any materials or content to HORNET, you accept and agree to be bound by the terms and conditions of this Agreement, including the license granted by you to HORNET for such materials and content as provided below. If you do not agree to the terms and conditions of this Agreement or are not authorized to enter into and be bound by this Agreement, do not upload, submit or provide any materials or content to HORNET. This Agreement is a legal agreement between you and HORNET effective as of the earlier to occur of the date you first click or select “I ACCEPT” or “I AGREE” or first upload, submit or provide materials or content to HORNET.
- Contribution of Content. Any and all documents, photographs, text, graphics, video, music, audio, communications, feedback, suggestions, reviews, notes, comments, recommendations, translations, data, files, software, ideas, works of authorship and other materials, content and information (excluding any of the foregoing to the extent already owned by HORNET) uploaded, submitted, shared, posted, transmitted or otherwise provided to HORNET by or for you (collectively “Submitted”), directly or indirectly, whether through HORNET’s website, application or otherwise, shall be referred to under this Agreement as “Contributed Content”. You agree not to Submit any Contributed Content that is contrary to applicable laws and regulations or that (a) is pornographic, sexually explicit, obscene, indecent or contains child pornography, (b) depicts real-life abusive, violent or illegal activity (subject to reasonable exceptions for legitimate news and educational materials), (c) communicates hate speech, bigotry, threats, harassment, intimidation or invades another’s privacy, (d) discloses private information (such as addresses, phone numbers, social security numbers or credit card numbers) without required permissions and authorizations, (e) contains any viruses, worms, malware or other malicious code, (f) is libelous, defamatory, fraudulent, deceptive or otherwise violates the rights of others, or (g) infringes, misappropriates or violates any patent, trademark, copyright, trade secret or other proprietary right or privacy right of any party.
- Grant of License. You hereby grant HORNET a worldwide, royalty-free, fully paid up, irrevocable, perpetual, worldwide, transferable, sub-licensable right and license, under all of your intellectual property rights and other rights in, to or under the Contributed Content, to use, copy, modify, prepare derivative works based on, distribute, transmit, publicly display, perform, make, sell, offer for sale, have made, and import the Contributed Content, in any form. You understand that HORNET may, without limitation, include, distribute or publish the Contributed Content in, for or with one or more of its products or services and that HORNET may not be able to do so without this license. The foregoing license shall be non-exclusive, unless and except to the extent provided for in an Work Order (as defined below) to give compensation to you with respect to your Contributed Content in accordance with Section 5 below.
- Retention of Rights; Representations and Warranties. Because you are granting a license to HORNET and not assigning your rights, you retain any rights, title and interests you may have in the Contributed Content, including all intellectual property rights therein, subject to the license granted under this Agreement. You represent and warrant to HORNET (a) that you have created or acquired the Contributed Content by yourself; (b) that you exclusively own all intellectual property rights in, to and under the Contributed Content; (c) that you have all rights, licenses, consents and authorizations necessary for you to Submit the Contributed Content to HORNET, for you to grant the rights and licenses granted to HORNET under this Agreement, and for HORNET to use the Contributed Content in accordance with such license; and (d) that the Contributed Content does not contain any third party material or content unless you have all necessary licenses, rights, consents and authorizations from such third party to Submit, and grant the rights and licenses to, the Contributed Content hereunder (and for HORNET to fully exercise such license). You agree to indemnify and hold harmless HORNET, its affiliates, officers, directors, employees, consultants, agents and contractors, from and against any and all claims, actions, proceedings, losses, liabilities, damages, expenses and costs, including, without limitation, reasonable fees for attorneys, which result from or arise in connection with the breach of any of your representations or warranties or covenants in this Agreement.
- Use of Name and Marks. Your name will not be used to endorse or promote products or services derived from the Contributed Content without your express permission. However, to the extent that your name, trademarks, or service marks (“Marks”) are included in the Contributed Content, HORNET may use and display such Marks in the form in which they are so included. Furthermore, HORNET cannot guarantee or warrant that you will remain anonymous in connection with your Submission of Contributed Content and you acknowledge that HORNET may need to reveal your identity or other Marks under certain circumstances, such as may be required to comply with applicable laws or regulations or as may be inherent in the operation or function of HORNET’s products or services.
- Compensation and Exclusivity (If Any). If and only if expressly provided for in a written work order signed or sent via electronic mail by HORNET and provided to you in advance of your Submission of the Contributed Content at issue (each a “Work Order”), HORNET may provide you with certain payments or other consideration, as and to the extent specified in the Work Order, with respect to the Contributed Content specified in such Work Order. HORNET may or may not provide a Work Order in its sole discretion, and, except as expressly provided in any Work Order, HORNET shall have no obligation to make any payments or provide any compensation to you with respect to your Contributed Content. The following terms shall apply to any Work Order:
- Payment Terms: Payment or provision of compensation in a Work Order shall only be made following your delivery of the completed Contributed Content in a form reasonably satisfactory to HORNET, except to the extent the Work Order specifies otherwise. You shall provide an invoice to HORNET for the amounts specified in (and otherwise consistent with) the Work Order upon or following your delivery of the completed Contributed Content. Payment or provision of the compensation specified in a Work Order shall be made by HORNET within sixty (60) of the later to occur of (i) your delivery to HORNET of the completed and reasonably satisfactory Contributed Content, and (ii) your invoice for such Contributed Content. HORNET may pay such compensation to your address or account specified in the Work Order or invoice or otherwise on file with HORNET (provided, however, that in any event HORNET shall not be responsible for, or obligated to make, payments to accounts or via means which HORNET is unable to utilize or which conflict with HORNET’s general financial policies and procedures or applicable laws). HORNET shall have the right to cancel any Work Order prior to delivery of the Contributed Content specified in such Work Order upon five (5) days prior notice to you (unless you deliver such Contributed Content in a completed and reasonably satisfactory form prior to the end of such five day period). Furthermore, unless the Work Order states otherwise, each Work Order shall automatically expire one (1) year after it is first provided to you (unless completed before such time). Upon any such cancellation or expiration, HORNET shall have no obligation to pay or provide any compensation with respect to such Work Order. To the extent required by applicable law, HORNET may deduct or withhold any amounts for taxes or other governmental charges from any payments or other compensation provided to you hereunder.
- Exclusivity: If the Work Order so states with respect to any particular Contributed Content, the license granted to HORNET under Section 2 above shall be exclusive to HORNET. When the Work Order designates any particular Contributed Content as exclusive, you shall retain only the right to use such Contributed Content internally by you (without any rights of disclosure, distribution or publication) while all other rights in and to such Contributed Content shall be exclusive to HORNET, except to the extent the Work Order states a different scope of exclusivity.
- General. This Agreement will be governed by and construed in accordance with the laws of Hong Kong, without regard to or application of conflicts of law rules or principles. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise. The failure or delay by either party to enforce any right, remedy or provision of this Agreement will not constitute a waiver of such right, remedy or provision nor a waiver of any future enforcement of that or any other right, remedy or provision. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by authorized representatives of both parties. If any provision of this Agreement is held to be unenforceable or invalid, that provision will be enforced to the maximum extent legally possible and the other provisions will remain in full force and effect. Neither party may assign any of its rights or obligations under this Agreement to any third party without the express, written consent of the other party; provided, however, that HORNET may assign this Agreement without such consent to (i) its affiliate, or (ii) in connection with any merger, consolidation, reorganization, acquisition or sale of HORNET or of all or substantially all of the assets of HORNET to which this Agreement relates. All transfers or assignments of any Contributed Content or intellectual property rights therein or thereto shall remain subject to the rights and license granted herein and the applicable terms of this Agreement and you shall ensure that any transferee or assignee agrees to the foregoing in writing prior so any such transfer or assignment. HORNET and its affiliates, directors, officers, employees, subcontractors and agents shall not have any liability (including without limitation, contract, negligence and tort liability) to you for any indirect, incidental, special, punitive or consequential damages of any kind in connection with this Agreement or its subject matter, regardless of any notice of the possibility of such damages. This Agreement is the complete and exclusive understanding and agreement between the parties regarding its subject matter, and supersedes all proposals, understandings or communications between the parties, oral or written, regarding its subject matter. The parties hereunder are independent contractors. Nothing in this Agreement shall be construed as creating a joint venture, partnership, employer-employee or agency relationship between the parties.
- Contact Information. If you have any questions regarding this Agreement, you may contact HORNET at firstname.lastname@example.org or in writing to HORNET NETWORKS, LIMITED, Community Management, Rooms 1002-1003, 10/F York House, The Landmark, 15 Queen’s Road Central, Central, Hong Kong.