End-User License Agreement
This End User License Agreement (“EULA”) is a legal and binding agreement between you and Shure Incorporated (“Shure”) for all software, including, without limitation, any firmware, that is provided to you with this EULA or that is otherwise noted as being subject to this EULA (collectively, the "Software"). THIS AGREEMENT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN COURTS OR JURY TRIALS, AND LIMITS THE REMEDIES AVAILABLE IN THE EVENT OF A DISPUTE.
Your download, installation, and use of the Software is governed by this EULA. Please read this EULA carefully and make sure that you fully understand it and agree to it. Do not download, install, or use the Software unless you accept and agree to all terms and conditions of this EULA. If you reject this EULA, do not sign, do not click the box or button, and do not download, install, or use the Software. BY: (I) ACCEPTING THIS EULA, SIGNING THIS EULA, CLICKING ON A BOX OR BUTTON THAT IS ASSOCIATED WITH "I ACCEPT THE TERMS OF THE LICENSE AGREEMENT" OR “ACCEPT” OR “OK” OR “CONTINUE” OR SIMILAR LANGUAGE; OR (II) DOWNLOADING, INSTALLING, OR USING THE SOFTWARE, YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS EULA; (B) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT AND AGREE TO BE LEGALLY BOUND BY THE TERMS OF THIS EULA. If you do not agree to these terms, immediately cease all use of the Software and delete the Software from any storage locations.
References in this EULA to the pronoun "you" or "your" anywhere in this EULA refer to you, the end user of the Software and any accompanying Shure product with which the Software is designed to be used (“Product”). References in this EULA to "we" or "us" refer to Shure.
THE ARBITRATION CLAUSE IN SECTION 15.5 OF THIS EULA GOVERNS RESOLUTION OF CERTAIN DISPUTES AND WAIVES ANY RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
1. License. Subject to the terms and conditions of this EULA, Shure grants to you a revocable, limited, personal, non-transferable, and non-exclusive license to download, install, and use the Software, solely for your internal business operations and as permitted by this EULA, on a computer or mobile device owned or otherwise controlled by you that satisfies all system requirements applicable to the Software. Your use of the Software must at all times be in strict accordance with the terms and conditions of this EULA.
2. Updates. We may, but need not, issue updates, patches, fixes, other error corrections, and/or new features (collectively, including related documentation, "Updates") to the Software. Updates may also modify or delete in their entirety certain features and functionality. If we issue Updates to the Software, we have the right to, but are not required to, make such Updates available to you. The Updates shall be considered Software and shall be governed by the terms of this EULA unless separate license terms are provided with such updates or supplements, in which case, such terms shall govern. We may also determine from time to time, in our discretion, that to provide you with new Updates, you will need to review this EULA (as such may be amended by us in our discretion) again and accept it again, before you are permitted to download or install any such Updates. If you do not agree to the new terms required to obtain any Update, you agree that Shure may, at its sole option and discretion either (a) terminate the license term and require that you uninstall the version of the Software that is installed on your device at the time you refuse to accept the Updates, or (b) permit you to continue to use the Software but not any features added to the Software by the Updates.
3. Proprietary Rights. You agree that nothing contained herein entitles you to own the Software or any portion thereof, or any other rights thereto other than to use the Software in accordance with the license granted, and subject to the terms, conditions, and restrictions, under this EULA. You agree that the Software is only being licensed to you and not sold to you. You hereby agree and acknowledge that as between you and us, we (or, as applicable, our third party licensors (“Third Party Licensors”), as the case may be) own all right, title and interest in and to the Software, and in and to any intellectual property (including without limitation, copyrights, patents, trademarks, and any other proprietary rights) included in or applicable to the Software. Shure and its Third Party Licensors reserve and shall retain all of their respective entire rights, title, and interest in and to the Software, including, without limitation, all intellectual property rights therein or relating thereto, except as expressly granted to you in this EULA.
4. Documentation. The Software and the related specifications, guides, instructions and other information or materials (collectively, “Documentation”) included with the Software are copyrighted. Unauthorized copying of the Software or the Documentation is prohibited, and you may be held legally responsible for any copyright infringement that is caused or encouraged by your failure to abide by the terms and conditions of this EULA.
5. Limitations. Your use of the Software and Documentation is subject to the following additional restrictions. You are prohibited from: (i) modifying, adapting, translating, decompiling, reverse engineering, or disassembling the Software, or otherwise attempting to derive the source code of the Software; (ii) tampering or interfering with the functionality, delivery or operation of the Software while using or installing it; (iii) using the Software or Documentation for any purpose other than internal business purposes, or make the Software or Documentation available to any third party as part of time sharing, ASP, cloud service, or service bureau arrangement; (iv) copying, selling, renting, leasing, lending, transferring, reselling, sublicensing, loaning, distributing, re-distributing, or otherwise transferring the Software or Documentation to any third party (except that, under certain limited circumstances, as the result of a separate written agreement in place between you and Shure, Shure may authorize you to allow certain permitted third parties to access the Software free of charge, subject to such permitted third parties agreeing to this EULA and any other terms that Shure may require); (v) duplicating, reproducing, copying, modifying, or otherwise creating derivative works of the Software or Documentation (except as and only to the extent any foregoing restriction is prohibited by applicable law or by licensing terms governing use of open source components that may be included with the Software); (vi) removing, obscuring, or altering any proprietary notices, labels or marks that are on or in the Software or Documentation; (vii) exporting or re-exporting the Software or Documentation, directly or indirectly, into any country prohibited by law; (viii) tampering with, or attempting to circumvent or disable, any security feature or licensing control function of the Software; or (ix) otherwise using the Software or Documentation except as expressly permitted in this EULA. You are further prohibited from enabling any third party to take any of the foregoing actions.
6. Payments. If the license to the Software granted herein is currently provided free of charge, Shure reserves the right to charge a fee for any Update or for maintenance or support if and to the extent that Shure makes any of these items available in the future. Your continued use of the Software is subject to payment of the applicable license fees, support fees and other amounts payable with respect to any license, maintenance or support related to the Software purchased by you and any renewals of any of the foregoing.
7.1 Disclaimer of Warranties. SHURE DISCLAIMS ANY RESPONSIBILITY FOR ANY HARM, LOSS, LIABILITY, OR DAMAGE RESULTING FROM YOUR DOWNLOAD, INSTALLATION, USE OR UNINSTALLATION OF THE SOFTWARE. NOTWITHSTANDING ANY REPRESENTATIONS OR WARRANTIES THAT MAY BE PROVIDED BY SHURE WITH RESPECT TO THE PRODUCT, THE SOFTWARE AND DOCUMENTATION IS PROVIDED "AS IS" AND WITH ALL FAULTS AND DEFECTS WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SHURE AND ITS AFFILIATES AND THEIR RESPECTIVE LICENSORS AND SUPPLIERS, EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE BY LAW OR BY REASON OF CUSTOM OR USAGE IN THE TRADE, OR BY COURSE OF DEALING, COURSE OF PERFORMANCE OR OTHERWISE. SHURE DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE WILL BE OPERABLE, OR THAT ITS OPERATION WILL BE SECURE, UNINTERRUPTED OR ERROR FREE OR THAT IT WILL FUNCTION OR OPERATE IN CONJUNCTION WITH ANY OTHER PRODUCT, SOFTWARE OR HARDWARE, OR THAT IT WILL NOT DAMAGE ANY OTHER PRODUCT, SOFTWARE OR HARDWARE OR CAUSE ANY LOSS OR CORRUPTION OF DATA, OR THAT IT WILL HAVE A MINIMUM SERVICE LIFE. IN ADDITION, SHURE EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION TO ANY THIRD PARTY. THIS DISCLAIMER OF WARRANTIES MAY NOT BE ALLOWED IN CERTAIN JURISDICTIONS, SO SOME OR ALL OF THE PROVISIONS OF THIS SECTION 7 MAY NOT APPLY TO YOU.
7.2. Other Uses. THE SOFTWARE IS NOT DESIGNED OR INTENDED FOR USE IN APPLICATIONS OR ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, INCLUDING, WITHOUT LIMITATION, IN THE OPERATIONS OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL SYSTEMS, MEDICAL DEVICES OR OTHER EQUIPMENT IN WHICH ERRORS OR INACCURACIES IN THE CONTENT, FUNCTIONALITY, SERVICES, DATA OR INFORMATION PROVIDED BY ANY OF THE FOREGOING OR THE FAILURE OF ANY OF THE FOREGOING COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. YOU ACKNOWLEDGE THAT THE SOFTWARE IS NOT CERTIFIED FOR EMERGENCY PURPOSE AND SHOULD NOT BE USED FOR THIS PURPOSE. SHURE DOES NOT MONITOR EMERGENCY NOTIFICATIONS AND IS NOT RESPONSIBLE FOR DISPATCHING EMERGENCY SERVICES TO YOUR HOME. AS BETWEEN SHURE AND YOU, YOU SHALL BE SOLELY LIABLE FOR ALL CLAIMS, JUDGMENTS, LIABILITIES, LOSSES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES) ARISING OUT OF OR RELATED TO SUCH USE.
8. Limitation of Liability. THE LIMITATIONS OF LIABILTY OF THIS SECTION 8 SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
8.1 IN NO EVENT WILL SHURE, ITS AFFILIATES, THIRD PARTY LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES OR LIABILITIES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, INFORMATION, REVENUE, PROFITS OR BUSINESS) ARISING OUT OF OR RELATED TO THIS EULA, BREACH OF THIS EULA, THE USE OF OR INABILITY TO USE THE SOFTWARE OR DOCUMENTATION, OR OTHERWISE, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, STRICT LIABILITY OR OTHER THEORY, EVEN IF SHURE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.2 SHURE'S, ITS AFFILIATES', ITS THIRD PARTY LICENSORS’, AND ITS SUPPLIERS' TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS EULA, BREACH OF THIS EULA, THE USE OF OR INABILITY TO USE THE SOFTWARE OR DOCUMENTATION, OR OTHERWISE, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, STRICT LIABILITY OR OTHER THEORY WILL NOT EXCEED THE GREATER OF THE FOLLOWING AMOUNTS: (I) THE FEE THAT YOU HAVE PAID TO US FOR YOUR USE OF THE SOFTWARE TO WHICH THE CLAIM RELATES IN THE 6 MONTHS IMMEDIATELY PRECEDING THE DATE OF THE MOST RECENT CLAIM; AND (II) ONE HUNDRED U.S. DOLLARS ($100.00).
10. Indemnification. YOU HEREBY AGREE TO, AT YOUR OWN EXPENSE, INDEMNIFY, DEFEND AND HOLD HARMLESS SHURE AND ITS AFFILIATES, ITS SUPPLIERS, ITS THIRD PARTY LICENSORS, AND ITS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS (THE "INDEMNIFIED PARTIES"), FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, INJURIES, CAUSES OF ACTION, CLAIMS, DEMANDS AND EXPENSES, INCLUDING LEGAL FEES AND EXPENSES, OF WHATEVER KIND OR NATURE ARISING OUT OF, RELATING TO OR RESULTING FROM ANY CLAIM AGAINST SUCH INDEMNIFIED PARTIES OR ANY ONE OF THEM, ARISING FROM OR RELATING TO (A) ANY BREACH BY YOU OF THIS EULA OR ANY TERMS INCORPORATED HEREIN BY REFERENCE; (B) YOUR DOWNLOAD, INSTALLATION, USE OR MISUSE, OR UNINSTALLATION OF THE SOFTWARE OR DOCUMENTATION, INCLUDING, WITHOUT LIMITATION, ANY CLAIM OF PERSONAL INJURY (INCLUDING DEATH), INJURY TO REPUTATION, VIOLATION OF PRIVACY, OR DAMAGE TO TANGIBLE PROPERTY OR DATA (INCLUDING, WITHOUT LIMITATION, LOSS OF PROPERTY OR LOSS OF USE OF TANGIBLE PROPERTY OR DATA); OR (C) YOUR VIOLATION OF APPLICABLE LAWS AND REGULATIONS.
12. Unsolicited Ideas. Neither Shure nor any of its employees or representatives accepts or considers unsolicited ideas, including ideas for new or improved inventions, products, or technologies, product enhancements, processes, materials, marketing plans, or new product names. You agree that the Unsolicited Ideas policy contained on Shure’s website at www.shure.com/unsolicited-ideas shall govern all unsolicited ideas or feedback provided to Shure.
13. License Term; Termination of License Term; Suspension. The term of this EULA commences when you download, install, copy, or otherwise use the Software or the applicable Product or otherwise acknowledge your acceptance of this EULA and will continue in effect until terminated by you or Shure as set forth in this Section 13 (the “License Term”) or other applicable provisions of this EULA. In the event that you breach or otherwise fail to comply with any term or condition of this EULA, Shure may, in addition to and without prejudice to any other rights or remedies, at its option and discretion terminate this EULA without any obligation to provide notice. Upon expiration or termination of this EULA, you will cease to have any license or other right to download, install, use or copy any Software or Documentation or any other license rights under this EULA, and you will cease all use of the Software and Documentation and permanently delete or destroy all copies of the Software and Documentation in your possession or control. Termination will not limit any of Shure’s rights or remedies at law or in equity.
14. Beta Software. If the Software that you have received has been identified by Shure as “Beta” Software, a “pre-release” or “unreleased” version, or similar, then the provisions of this section apply and shall supersede any other conflicting term of this EULA. The Beta Software may contain errors or other problems that could cause system or other failures and data loss. Beta software is provided to you “AS IS” and Shure disclaims any warranty or liability obligations to you of any kind. Shure has no obligation to you to further develop or publicly release the Beta Software. Neither Maintenance nor any other support is available for Beta Software. If requested by Shure, you will provide feedback to Shure regarding testing and use of the Beta Software, including error or bug reports. You hereby grant Shure a perpetual, non-exclusive, royalty-free, worldwide license to use, copy, distribute and make derivative works and incorporate the feedback into any Shure product at Shure’s sole discretion. Upon receipt of a later unreleased version of the Beta Software or release by Shure of a publicly released commercial version of the Beta Software, you agree to return or destroy all earlier Beta Software in your possession or control.
15. General Terms
15.1 Transfer. You may not transfer the Software, Documentation, or any of your rights under this EULA to any third party.
15.2 Compliance with Laws and Export Controls. You will use the Software and Documentation in a lawful manner and in accordance with all applicable laws, including, without limitation, export control laws and local laws of the country or region in which you reside or in which you download or use the Software and Products. Features of the Software and Products may not be available in all languages or regions, some features may not be available or may vary based on age or region, and some may be restricted or unavailable from your service provider.
Without limiting the generality of the foregoing, you agree that you may not export or re-export the Software in violation of any applicable laws or regulations including without limitation those of the United States of America, and/or the laws or regulation of the jurisdiction(s) in which the Software was obtained. In particular, but without limitation, the Software may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to any one on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List or any other restricted party lists. By using the Software, you represent and warrant that you are not located in any such country or on any such list. In addition to the foregoing, you agree that you will not use the Software for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.
15.3 U.S. Government License Rights. The Software and related Documentation are “Commercial Items,” as that term is defined at 48 C.F.R. § 2.101, consisting of "commercial computer software" or "commercial computer software documentation" as such terms are used in 48 C.F.R. § 12.212 or 48 C.F.R. § 227.7202 as applicable. Consistent with 48 C.F.R. § 12.212 or 48 C.F.R. § 227.7201-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are being licensed to U.S. government end-users (a) only as Commercial Items, and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished rights reserved under the copyright laws of the United States.
15.4 Governing Law; Jurisdiction. Except to the extent that the applicable laws and regulations of your jurisdiction mandate otherwise, this EULA shall be governed by, construed and interpreted under the laws of the State of Illinois, United States of America, without giving effect to any conflicts of laws principles. The parties exclude the application of the United Nations Convention on Contracts for the International Sale of Goods, without implication that such Convention otherwise applies. In the event that any cause of action is not subject to the Arbitration clause under Section 15.5 below, the exclusive forum for any disputes arising out of or relating to this EULA shall be an appropriate federal or state court in Cook County, Illinois and you hereby expressly waive your right to a jury trial and all venue, jurisdiction and choice of law challenges or defenses.
15.5 Arbitration. With the exception only of disputes related to the enforcement or validity of either your or Shure's intellectual property rights, all disputes, controversies or claims arising out of or relating to this EULA, breach of this EULA or any Software, Products, services or transactions related to this EULA, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration proceedings will be conducted in Chicago, Illinois and in the English language by a panel of three arbitrators. The arbitrators shall adopt and apply the provisions of the Federal Rules of Civil Procedure relating to discovery so that each party shall allow and may obtain discovery of any matter not privileged which is relevant to the subject matter involved in the arbitration to the same extent as if such arbitration were a civil action pending in a United States District Court. Judgment upon any arbitration award may be entered and enforced in any court of competent jurisdiction. WITH RESPECT TO DISPUTES SUBJECT TO ARBITRATION PURSUANT TO THIS SECTION 16.5, BOTH YOU AND SHURE ARE GIVING UP THE RIGHT TO LITIGATE (OR PARTICIPATE IN AS A PARTY OR CLASS MEMBER) THOSE DISPUTES IN COURT BEFORE A JUDGE OR JURY.
15.6 Severability. If for any reason a court of competent jurisdiction finds any provision or portion of this EULA to be invalid or unenforceable, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this EULA will continue in full force and effect.
15.7 Entire Agreement. This EULA constitutes the entire agreement between you and us with respect to your download, installation, use, and uninstallation of the Software and Documentation, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. The most recent version of this EULA, and any changes that we make to this EULA, will be posted on the Shure.com web site. You agree that your use of the Software and Documentation will be governed by the version of the EULA in effect at the time of use.
15.8 Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder.
16. Additional Terms.
If you have downloaded the Software from the Apple, Inc. ("Apple") App Store or if you are using the Software on an iOS device, you acknowledge that you have read, understood, and agree to the following notice regarding Apple:
The EULA is between you and Shure, and not with Apple. You may only use the Software on Apple-branded products that you own or control and as permitted by the Usage Rules set forth in the Apple Media Services Terms and Conditions, except that the Software may be accessed, acquired, and used by other accounts associated with the purchaser via Family Sharing or volume purchasing. Apple is not responsible for providing any maintenance and support services with respect to the Software. Apple is not responsible for any warranties relating to the Software, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the Software to conform to an applicable warranty (if any), you may notify Apple, and Apple may refund the amount (if any) you paid to Apple to download the Software; and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Software, nor will Apple have responsibility for any claims, losses, liabilities, damages, costs or expenses attributable to any failure of the Software to conform to a warranty (if any). Apple is not responsible for addressing any claims by you or any third party relating to the Software or your possession or use of the Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. In the event of any third-party claim that the Software or your possession or use of the Software infringes that third party’s intellectual property rights, Apple will not be responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. Apple, and Apple’s subsidiaries, are third party beneficiaries of the EULA, and upon your acceptance of the terms and conditions of the EULA, Apple will have the right (and will be deemed to have accepted the right) to enforce the EULA against you as a third party beneficiary thereof.
You also agree to any other applicable Apple terms at this URL: https://developer.apple.com/support/terms/apple-developer-program-license-agreement/
17. Contact Information.
For legal notices, please contact: email@example.com
For general questions or inquiries about the Software, please use the contact information for your region:
Hong Kong, China, Asia and South Asia (excluding Japan)
United States, Canada, North America, EMEA, LATAM, and all other regions
18. Product Specific Terms.
18.1. ShurePlus Motiv Applications (“Motiv Apps”). The following terms shall apply to your use of Motiv Apps, including without limitation, ShurePlus Motiv Video.
18.1.1. User Generated Content. The Motiv Apps may allow you to create, record, upload, distribute, display or live stream User-Generated Content on Platforms. “User Generated Content” means all audio and video content and information, data, images, and other content that is recorded with, transmitted or displayed using, or otherwise provided via or using the Motiv Apps by you or on your behalf. You, alone, are responsible for all User-Generated Content that you provide and for the legality, originality, and appropriateness thereof. User-Generated Content is not generated by Shure. “Platforms” means third party platforms, interfaces, websites, including, but not limited to social media platforms such as Facebook, YouTube, custom platforms, or other third party services.
You acknowledge and agree that User-Generated Content shall not: (i) include any information or content that is discriminatory, threatening, harassing, offensive or otherwise harmful as such information relates to race, gender, ethnicity, nationality, disability, sexual orientation, political affiliation or otherwise; (ii) include any information or content that is defamatory, libelous, indecent, pornographic, obscene, otherwise objectionable or harmful, or that violates the rights of third parties; or (iii) include any personally identifiable information without consent.
By providing User-Generated Content, you represent and warrant that (i) you are the creator and owner of that User-Generated Content or that you otherwise have the full ability and all legal rights, permissions, and consents necessary to record, upload and/or display that User-Generated Content on Platforms as contemplated by this Agreement; and (ii) any User-Generated Content you record, upload or display using the Motiv Apps does not infringe or violate the rights of any third party, including without limitation any copyrights, trademarks, privacy rights, publicity rights, or any other intellectual property rights. Subject to the right and license granted to Shure below, you retain any copyright or other intellectual property rights you may have in User-Generated Content that you provide.
If you provide User-Generated Content, you agree to grant and you hereby grant Shure a perpetual, irrevocable, transferable, assignable, sublicensable, royalty-free, fully paid-up, worldwide right and license to use and distribute the User-Generated Content solely to the extent necessary to provide the Motiv Apps and for Shure’s own business purposes (including without limitation aggregation, analytics, and the development of products and services).
You further agree to, at your own expense, indemnify, defend, and hold harmless the Indemnified Parties, from and against any and all losses, damages, injuries causes of action, claims, demands and expenses, including legal fees and expenses, of whatever kind or nature arising out of, relating to or resulting from any claim against such Indemnified Parties or any one of them, arising or relating to your User-Generated Content.
18.1.2 Restrictions. In addition to the Limitations in Section 5, your use of the Motiv Apps is subject to the following additional restrictions. You are prohibited from: (i) sending, posting, or transmitting unsolicited messages, chain letters, spam or junk mail using the Software; (ii) submitting or providing through the Software any information or content that is defamatory, libelous, indecent, pornographic, obscene, otherwise objectionable or harmful, or that violates the rights of third parties; (iii) providing inaccurate, incomplete, or out-of-date information via the Software; (iv) creating a false identity, hiding your true identity, or impersonating or attempting to impersonate any person or business other than yourself; (v) committing fraud or falsifying information in connection with your use of the Software; (vi) posting, transmitting, uploading, or otherwise providing any information or materials that contain any viruses, worms, Trojan horses, logic bombs, time bombs, cancelbots, malware, ransomware, adware, or other harmful computer code or programming routines, including those designed to or that reasonably may disable, damage, impair, interfere with, surreptitiously intercept, or expropriate the Software or any computers, hardware, software, system, data, or networks; or (vii) engaging in activities that aim to render the Software or associated services inoperable or to make their use more difficult.
18.1.3 Platform API. Certain features of this Software may utilize Third Party Applications such as a Platform’s API to enable you to upload, display, share, or stream User-Generated Content on Platforms (“Platform API”), and to the extent you use these features or Platform API, you hereby acknowledge and agree that such use is subject to Platform and/or Platform API terms and privacy policies, including, but not limited to, the following: YouTube Terms of Service at youtube.com/t/terms, Google Terms of Service at policies.google.com/terms, Facebook Terms of Service at facebook.com/legal/terms.