This UGC License & Content Usage Agreement (the “Agreement”) is made effective as of the Payment Date (defined below) by and among: (i) the Payer identified in the Transaction, a (“Payer”); (ii) the Payee identified in the Transaction (“Payee” or “Creator”); and (iii) Backstage, LLC (“Backstage”), solely in its capacity as the marketplace facilitator described herein. Payer and Creator may be referred to individually as a “Party” and together as the “Parties.” Backstage’s Terms of Service (“Terms of Service”), which can be found at https://www.backstage.com/terms-of-service/, and Terms of Use for UGC Platform Payments (“UGC Payments Terms”), which can be found at https://www.backstage.com/ugc-payments-terms, form an integral part of this Agreement. By accessing the Backstage, you acknowledge that you have read, understood, and agree to be legally bound by these Terms of Service and UGC Payments Terms.
1.1 “Content” means the user-generated content delivered by the Creator in the Transaction (defined below), described within the Transaction.
1.2 “Organic Use” means non-paid use on Payer-controlled or Payer-managed channels, including Payer websites, ecommerce listings, email marketing, SMS, Payer social accounts, community/Discord, in-store/digital displays, presentations, and other unpaid placements.
1.3 “Paid Use” means use in connection with paid media, paid ads, paid placements, boosting/whitelisting, influencer handle usage (as applicable), sponsorships, affiliate promotions, or any placement for which Payer pays to increase reach or distribution.
1.4 “Payment Date” means the date and time when Payer approves the Content delivered by the Creator for the Transaction through the Backstage (or its payment processor, Stripe), as reflected in Backstage’s records.
1.5 “Transaction” means the Backstage-facilitated purchase by Payer of an exclusive license to the Content from Creator, under the order ID.
1.6 “Creator Likeness” means Creator’s (and any included individual’s) name, image, likeness, voice, persona, biographical information, and any other indicia of identity as embodied in the Content.
2.1 Backstage provides a platform to facilitate the Transaction, collect and remit payments, and provide standardized licensing terms. Except for the limited obligations in this Section 2 and enforcement rights in Section 18.6, Backstage is not responsible for Content quality, performance, or legality.
2.2 Backstage may rely on its transaction records to confirm the Payment Date, license start, and scope purchased.
3.1 Creator will deliver the Content in the format(s), resolution(s), and quantity described in the Transaction via the platform by a mutually agreed upon date by both Parties, unless the Parties agree otherwise through Backstage.
3.2 Unless Payer notifies Creator of a material technical defect (e.g., corrupt file) within 72 hours of delivery, the Content will be deemed accepted for purposes of the Transaction. Minor creative preferences do not constitute a defect.
4.1 Creator retains all right, title, and interest, including copyright, in and to the Content and all underlying works, subject only to the license granted in this Agreement.
4.2 No ownership transfer is intended. All rights not expressly granted to Payer are reserved by Creator.
5.1 Exclusive License. Creator grants Payer an exclusive, worldwide, royalty-free (except for the Marketplace Fee or other service fees), fully paid-up license to use the Content as follows:
Organic Use Term: up to twelve (12) months from the Payment Date.
Paid Use Term: up to six (6) months from the Payment Date.
5.2 Scope of Rights. During the applicable term(s), Payer may:
(a) reproduce, publish, publicly display, distribute, perform, transmit, and otherwise use the Content in any media now known or later developed;
(b) edit, crop, resize, add captions/subtitles, combine with other materials, create derivative works, and adapt the Content for formatting and platform requirements, so long as Payer does not materially distort Creator’s depiction in a defamatory, unlawful, or misleading way;
(c) use the Content for advertising, marketing, promotional, and commercial purposes consistent with the Organic Use and Paid Use definitions.
5.3 Sublicensing / Service Providers. Payer may grant sublicenses solely to: (i) Payer affiliates; and (ii) Payer’s contractors and service providers (e.g., agencies, ad platforms, retailers, ecommerce tools) as necessary to exercise Payer’s rights. Payer remains responsible for its sublicensees’ compliance.
5.4 No Additional Compensation. Except for amounts paid in the Transaction, Creator is not entitled to additional compensation for uses within the granted rights.
5.5 Start Date. All license periods begin on the Payment Date.
6.1 Expiration. Payer’s rights automatically expire at the end of the Organic Use Term and Paid Use Term, respectively.
6.2 Wind-Down. After expiration, Payer will have up to thirty (30) days to wind down campaigns and remove or disable the Content from active use. During wind-down, Payer may continue limited use only to the extent technically necessary to cease distribution.
6.3 Archival/Internal Copies. Payer may retain archival copies for legal compliance, internal records, and audit purposes, but may not publicly use the Content after expiration except as permitted under Section 6.2.
7.1 Exclusive as to the Content. During the applicable term(s), Creator will not license, sell, or authorize any third party to use the same Content (or substantially similar versions/edits of the same footage) for commercial, advertising, or promotional purposes.
7.2 Creator Portfolio & Self-Promotion. Creator may display the Content in a personal portfolio, showreel, or case study (including on Creator’s website/social), provided such use is non-paid and does not suggest Payer sponsorship beyond the original collaboration. Creator may not run paid ads using the Content.
7.3 New Content Allowed. This exclusivity does not prevent Creator from creating new content for others, provided it does not reuse the same Content.
8.1 Release. Creator grants Payer (and its sublicensees under Section 5.3), for the applicable Organic Use Term and Paid Use Term, respectively, a worldwide, irrevocable release and consent to use Creator Likeness as embodied in the Content in connection with Payer’s marketing, promotion, publicity, and advertising activities, including in connection with permitted edits/derivatives.
8.2 No Approval; No Further Claims. Creator waives any right to inspect or approve Payer’s use of Creator Likeness as permitted herein and releases Payer from claims arising from such permitted use, including claims for invasion of privacy, right of publicity, or similar claims, except to the extent prohibited by law.
8.3 Limits. This release does not grant Payer the right to create a synthetic or AI-generated replica of Creator’s likeness or voice separate from the Content without separate written permission.
To the maximum extent permitted by law, Creator waives and/or agrees not to assert any “moral rights,” “droit moral,” or similar rights in the Content, and consents to Payer’s edits and adaptations as described in Section 5, provided Payer does not use the Content in a defamatory, unlawful, or knowingly false manner.
Unless otherwise agreed in the Transaction, Payer is not required to provide attribution.
11.1 Creator will comply with applicable advertising and endorsement laws, including FTC endorsement guidelines, and will include disclosures (e.g., “#ad”, “paid partnership”) where required.
11.2 Each Party will comply with applicable platform policies (Meta, TikTok, YouTube, etc.) for usage, whitelisting, music, and ad authorization.
Creator represents and warrants that:
(a) Creator owns the Content and has authority to grant this license;
(b) the Content does not infringe any third-party rights (copyright, trademark, privacy, publicity), and does not include unlicensed music, footage, images, or trademarks beyond incidental capture;
(c) any individuals appearing in the Content other than Creator have provided valid releases sufficient for Payer’s use as contemplated here (or Creator has disclosed in the Transaction that only Creator appears);
(d) the Content is not unlawful, defamatory, or knowingly misleading;
(e) Creator will not grant conflicting rights in violation of Section 7.
Payer represents and warrants that:
(a) Payer has authority to enter this Agreement; and
(b) Payer materials provided to Creator (logos, claims, scripts) do not infringe third-party rights, and Payer is responsible for the truthfulness/substantiation of product claims supplied by Payer.
14.1 By Creator. Creator will defend, indemnify, and hold harmless Payer and Backstage from third-party claims arising from a breach of Creator’s warranties in Section 12.
14.2 By Payer. Payer will defend, indemnify, and hold harmless Creator and Backstage from third-party claims arising from Payer’s modifications or use of the Content outside the scope/term of this Agreement, or from Payer-provided claims/materials.
14.3 Process. The indemnified party must promptly notify the indemnifying party and reasonably cooperate. The indemnifying party controls the defense and settlement, provided no settlement admits fault or imposes obligations on the indemnified party without consent.
Non-public business, campaign, or product information shared in connection with the Transaction is confidential. Each Party will use it only to perform under this Agreement and protect it with reasonable care. This does not apply to information that is public through no fault of the receiving party.
16.1 Payment is processed through Backstage according to the Transaction terms and Backstage policies. License start is triggered by the Payment Date.
16.2 Each Party is responsible for its own taxes and reporting obligations.
17.1 For Material Breach. A Party may terminate for the other Party’s uncured material breach after 10 days’ written notice and opportunity to cure (where curable).
17.2 Effect. If terminated due to Payer breach, Payer must stop use of the Content. If terminated due to Creator breach of Section 12, Payer may elect to stop use, and Backstage refund/chargeback handling (if any) will be governed by Backstage policies and the Transaction terms.
18.1 No Consequential Damages. To the maximum extent permitted by law, no Party is liable to another for indirect, incidental, special, consequential, or punitive damages.
18.2 Cap. Except for indemnification obligations, confidentiality breaches, and willful misconduct, each Party’s aggregate liability under this Agreement will not exceed the total fees paid in the Transaction.
18.3 Backstage Disclaimer. Backstage provides the platform “as is” and disclaims warranties regarding the Content, campaign outcomes, and platform availability, to the fullest extent permitted by law.
18.4 Backstage Liability Cap. Backstage’s aggregate liability related to this Agreement will not exceed the fees Backstage actually retains from the Transaction.
18.5 Injunctive Relief. Unauthorized use of the Content outside the scope/term may cause irreparable harm; the non-breaching party may seek injunctive relief in addition to other remedies.
18.6 Third-Party Beneficiary / Enforcement. Backstage is an intended third-party beneficiary of Sections 2, 14, 18, and any other provisions that expressly reference Backstage, and may enforce them.
19.1 Governing Law; Disputes. This Agreement is governed by the laws of the State of California, United States without regard to conflict-of-laws rules. Disputes will be resolved in courts located in the State of California situated in the County of Los Angeles or in the United States District Court for the Central District of California, unless Backstage policies require a different forum for Backstage-related disputes.
19.2 Assignment. Payer may assign this Agreement to an affiliate or successor in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee agrees to be bound. Creator may not assign without Payer’s consent.
19.3 Notices. Notices will be sent via Backstage messaging and/or email and to the Payer email and Creator email in each of their respective accounts.
19.4 Entire Agreement. This Agreement (including the Transaction and Backstage Transaction terms incorporated by reference) is the entire agreement about the Content license and supersedes prior discussions.
19.5 Severability. If any provision is unenforceable, the remainder remains in effect.
19.6 Electronic Signatures. The Parties agree electronic acceptance/click-through via Backstage is valid and binding.