Case 4:20-cv-07572-JSW Document 54-2 Filed 08/25/21 Page 1 of 21
`Case 4:20-cv-07572-JSW Document 54-2 Filed 08/25/21 Page 1 of 21
`
`EXHIBIT B
`EXHIBIT B
`
`

`

`Case 4:20-cv-07572-JSW Document 54-2 Filed 08/25/21 Page 2 of 21
`
`TRILLER TERMS OF SERVICE
`
`Last Updated:​ February 21, 2020
`1.
`Acceptance of Terms; Modification of Terms
`
`
`
`
`
`
`
`
`
`
`
`
`
`Welcome to Triller, a web-based hosting, communications, and content creation/sharing platform owned and
`
`
`operated by Triller, Inc., whose address is at 2121 Avenue of the Stars Suite 2350, Los Angeles, California 90067
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`(“​Company​”, “​we​”, “​us​”, or “​our​”). These terms of service and all other terms and conditions or documents
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`incorporated by reference herein, including, without limitation, our Privacy Policy (collectively, the “​Terms of
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`Service​”), constitute a legally binding agreement between Company and each registered or unregistered end
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`user (each, a “​User​”, “​you​” or “​your​”) of the Triller website, https://www.triller.co/ (the “​Site​”), and/or the
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`Triller mobile application (the “​App​”, and collectively with the Site and all services provided therein, the
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`“​Platform​”). By accessing and using the Platform and/or creating a User profile account on the Platform (an
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`“​Account​”), you are deemed to have read, accepted, executed and be bound by these Terms of Service. YOU
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`MUST BE AT LEAST THIRTEEN (13) YEARS TO ACCESS AND USE THE PLATFORM; PROVIDED, IF YOU ARE BETWEEN
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`THE AGES OF THIRTEEN (13) AND EIGHTEEN (18) YEARS OLD (OR ANY GREATER AGE REQUIRED TO BE DEEMED
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`TO HAVE REACHED THE AGE OF MAJORITY UNDER THE APPLICABLE LAW OF THE STATE OR JURISDICTION OF
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`YOUR PRIMARY RESIDENCE) YOU MAY ONLY ACCESS AND USE THE PLATFORM WITH THE PRIOR PERMISSION OF
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`YOUR PARENT OR LEGAL GUARDIAN, AND YOU REPRESENT AND WARRANT TO US THAT YOU HAVE SUCH
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`PERMISSION AND THAT YOUR PARENT OR LEGAL GUARDIAN HAS REVIEWED AND DISCUSSED THESE TERMS OF
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`SERVICE WITH YOU. SINCE CERTAIN CONTENT MADE AVAILABLE ON THE PLATFORM MAY NOT BE SUITABLE FOR
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`MINORS, WE RECOMMEND THAT PARENTS OR LEGAL GUARDIANS WHO PERMIT THEIR CHILD TO ACCESS AND
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`USE THE PLATFORM TO SUPERVISE SUCH CHILD’S ACTIVITY,
`
`
`
`
`
`
`
`
`INCLUDING, WITHOUT LIMITATION, ANY
`
`
`
`ENGAGEMENT WITH ANY OTHER USER THEREON.
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`Company may change or amend these Terms of Service at any time at its sole and absolute discretion. We
`
`
`encourage you to review these Terms of Service carefully and to check these Terms of Service periodically for
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`any updates or changes.
`
`
`
`
`If Company makes a material change or amendment to these Terms of Service it will
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`provide a notification of such changes or amendments on the Platform, which changes or amendments will be
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`effective automatically upon the posting of such notification. You agree that all agreements, notices, disclosures
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`and other communications we provide to you electronically satisfy any legal requirement that such
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`communications be in writing. Notwithstanding the terms of this paragraph, no revisions to the Terms of
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`Service will apply to any dispute between you and Company that arose prior to the effective date of such
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`revision.
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`Company may, from time to time, release new versions of the Platform, or release/introduce new tools,
`
`
`products, services, functionalities, and/or features for the Platform, which will be subject to these Terms of
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`Service, and any additional terms of service as may apply to such additional versions, tools, products, services,
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`functionalities, or features.
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`IF ANY PROVISION OF THESE TERMS OF SERVICE OR ANY FUTURE CHANGES ARE UNACCEPTABLE TO YOU, DO
`
`
`NOT USE OR CONTINUE TO USE THE PLATFORM AND DO NOT CREATE AN ACCOUNT. YOUR CONTINUED USE OF
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`THE PLATFORM FOLLOWING THE POSTING OF ANY NOTICE OF ANY CHANGE TO THESE TERMS OF SERVICE SHALL
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`CONSTITUTE YOUR ACCEPTANCE AND AGREEMENT TO SUCH CHANGE.
`
`2.
`
`Platform License
`
`

`

`Case 4:20-cv-07572-JSW Document 54-2 Filed 08/25/21 Page 3 of 21
`
`
`
`
`
`
`
`
`
`
`
`Company hereby grants you a limited, non-exclusive, revocable, royalty-free, non-transferable, non-assignable,
`
`
`non-sublicensable, right and license to access and make personal use of the Platform, the Platform Content
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`(defined below), and User Content (defined below), solely as permitted by the tools, products, services,
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`functionalities and/or features made available to Users of the Platform, subject in all respects to these Terms of
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`Service, and not for redistribution of any kind (the “​Platform License​”). This Platform License does not include
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`any resale or commercial use of (i) the Platform, (ii) any Registration Data (defined below), (iii) any content,
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`materials, information, text, data, copyrights, Trademarks, logos, designs, insignia, images, photos, musical
`
`
`
`
`
`
`
`
`
`
`
`
`compositions, sound recordings, screenshots, videos, chats, posts, graphics, identifying marks, Site/App pages,
`
`
`
`
`
`
`
`
`
`
`
`
`software, and other original works of authorship and/or intellectual property uploaded to, or incorporated into,
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`the Platform by or on behalf of Company (collectively, “​Platform Content​”), which Platform Content is and shall
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`remain the sole and exclusive property of Company (or the applicable third-party licensor thereof), or (iv) any
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`content, materials, information, text, data, copyrights, trademarks, logos, designs, insignia, images, photos,
`
`
`
`
`
`
`
`
`
`
`
`
`musical compositions, sound recordings, screenshots, videos, chats, posts, identifying marks, graphics, and other
`
`
`
`
`
`
`
`
`
`
`
`
`
`original works of authorship and/or intellectual property that you or any other User submits or uploads onto the
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`Platform (collectively, “​User Content​”), which User Content is and shall remain the sole and exclusive property
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`of you or the applicable User (or the applicable third-party licensor thereof), subject to the User Content License
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`(defined herein) in and to such User Content granted to Company pursuant to these Terms of Service.
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`As between any User and Company, Company retains all right, title and interest in and to the Platform,
`
`
`throughout the world, in perpetuity, including, without limitation, (i) all text, graphics, typefaces, formatting,
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`graphs, designs, editorial content, HTML,
`
`
`
`
`
`look and feel, software, and data, (ii) all business processes,
`
`
`
`
`
`
`
`
`
`
`
`procedures, methods, and techniques used in the Platform, (iii) all other materials and content uploaded or
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`incorporated into the Platform, including, without limitation, all Platform Content (but excluding User Content,
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`which as between Company and the applicable User is owned by the applicable User subject to the User Content
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`License granted to Company pursuant to these Terms of Service), (iv) all associated trade secret rights and other
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`intellectual property and proprietary rights recognized anywhere in the world; and (v) the coordination,
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`selection, arrangement and enhancement of such Platform IP as a Collective Work under the United States
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`Copyright Act, as amended (collectively, “​Platform IP​”), and nothing contained herein shall be construed as
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`creating or granting to any User any right, title or interest in and to such Platform IP other than the express
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`license granted therein pursuant to these Terms of Service. Platform IP is protected in all forms, media and
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`technologies now known or hereinafter developed as well as by the domestic and international
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`laws of
`
`copyright, trademarks, patents, and other proprietary rights and laws.
`The Company trademarks, service marks, and logos (the “​Company Trademarks​”) used and displayed on the
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`Platform are Company’s registered and unregistered trademarks or service marks. Other product and service
`
`
`
`
`
`
`
`
`
`
`
`
`
`names located on the Service may be trademarks or service marks owned by third parties (the “​Third-Party
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`Trademarks​,” and, collectively with the Company Trademarks, the “​Trademarks​”). Except as otherwise
`
`
`
`
`
`
`
`
`
`
`
`
`
`permitted by law, you may not use the Trademarks to disparage Company or the applicable third-party,
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`Company’s or a third- party’s products or services (including, without limitation, the Platform), or in any manner
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`(using commercially reasonable judgment) that may damage any goodwill in the Trademarks. You may not use
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`any Trademarks as part of a link to or from the Platform without Company’s prior express written consent. All
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`goodwill generated from the use of any Trademark will inure solely to the benefit of Company or the applicable
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`third-party owner thereof.
`
`
`
`

`

`Case 4:20-cv-07572-JSW Document 54-2 Filed 08/25/21 Page 4 of 21
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`Violation of this Platform License may result in infringement of intellectual property and contractual rights of
`
`
`Company, other Users of the Platform, or other third parties, which is prohibited by law and could result in
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`substantial civil and criminal penalties.
`
`3.
`
`Additional Platform License Rules
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`Company provides you with the Platform License for free for your personal enjoyment, self-expression, and the
`
`
`possibility of public exposure.
`
`
`
`
`In return for the Platform License granted to you herein, you acknowledge and
`
`
`
`
`
`
`
`
`
`
`
`
`
`agree that Company may generate revenues, increase goodwill, or otherwise increase the value of Company,
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`from your use of the Platform and any User Content you upload thereto, including, by way of example and not
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`limitation, through the sale of advertising, sponsorships, promotions, and usage data, and you will have no right
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`to share in any such revenue, goodwill or value whatsoever. You further acknowledge that you have no right to
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`receive any income or other consideration from any User Content that you upload onto the Platform, or the use
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`thereof by Company and/or other Users as described herein, and that you are prohibited from exercising any
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`rights to monetize or obtain consideration from (i) any User Content uploaded by you or any other User onto the
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`Platform or (ii) any User Content that you upload onto a third-party service via the Platform (e.g., you cannot
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`claim any UGC created and uploaded onto YouTube via the Platform for monetization).
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`Among other services and functionalities offered via the Platform, the Platform currently enables a User to
`
`
`create a User generated video clip embodying a sound recording, and may in the future enable a User to create
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`other types of User generated content (collectively, “​UGC​”). You acknowledge and agree that no UGC will be
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`considered a separate copyrightable work and that all rights to UGC will remain with the applicable owners of
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`any Platform Content or User Content used to create such UGC. For the avoidance of doubt, UGC shall be
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`deemed “User Content” as such term is defined herein. The Platform also enables Users to save certain UGC
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`locally to such User’s device, to upload certain UGC to various third-party social media channels and other
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`third-party sites and services, including, but not limited to, Instagram, Facebook, YouTube, Twitter (each, an “​SM
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`Channel​”), and/or to communicate certain UGC to other third parties via different messaging services available
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`on such User’s device.
`
`
`
`
`If the Platform does not permit you to post certain UGC directly to one or more SM
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`Channels, then you are not authorized by Company to post your UGC on such SM Channels, and you are solely
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`and separately responsible for obtaining any necessary rights, clearances, permissions or authorizations for such
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`posting, and may be subject to liability for your failure to do so. Additionally, you acknowledge and agree that
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`any UGC uploaded to an SM Channel or shared via any third-party messaging service shall be subject to the
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`terms and conditions of use and/or the privacy policies and other rules applicable to such SM Channel and/or
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`third-party messaging service, and you represent and warrant to Company that you shall at all times be and
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`remain in compliance with such terms, policies and rules.
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`Notwithstanding anything to the contrary contained herein, you acknowledge and agree that: (i) the Platform
`
`
`License does not grant you, and you do not obtain, any copyright or other interest in and to any (A) Platform
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`Content or other Platform IP or (B) User Content belonging to another User or a third-party licensor thereof, that
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`you may incorporate into any UGC created or shared by you via the Platform, including, without limitation, any
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`sound recordings; and (ii) the Platform License does not grant you, and subject to any third-party licenses
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`obtained by you directly therein you do not obtain, any copyright or other interest in and to any User Content
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`belonging to a third-party that you may upload to or share via the Platform and/or incorporate into any UGC,
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`including without limitation, any sound recordings. Additionally, any uses of any Platform Content or User
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`Content by you that are not expressly authorized under these Terms of Service are subject to all rights of the
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`

`

`Case 4:20-cv-07572-JSW Document 54-2 Filed 08/25/21 Page 5 of 21
`
`
`applicable copyright owners thereof in law and in equity, and all rights are expressly reserved by such applicable
`
`copyright owners thereof.
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`Nothing in the Terms of Service or the Platform License provided hereunder grants you a license to do the
`
`
`following any violation of the following will be deemed copyright infringement absent any defense(s) available
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`under applicable law:
`● reproduce, distribute, publicly perform, communicate to the public, synchronize or otherwise use and
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`exploit any sound recordings or musical works obtained by you from any source other than a Company
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`provided library and as permitted hereunder, and you are solely responsible for clearing the rights to
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`any sound recordings and musical works you source directly; and
`● criticize the copyright owner of any sound recording or musical work, the authors, composers or lyricists
`
`
`
`
`
`
`
`
`
`
`
`
`
`of any musical work, or the featured or non-featured recording artists of any sound recording
`● without the separate permission of the applicable owner thereof: (i) use any aspect of any sound
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`recording or musical work in a manner that is not expressly permitted by the Terms of Service; (ii)
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`modify, change, or adapt the lyrics or fundamental character of any sound recording or musical work;
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`(iii) to use the story of any musical work; or (iv) to criticize the copyright owner of any sound recording
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`or musical work, the authors, composers or lyricists of any musical work, or the featured or
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`non-featured recording artists of any sound recording.
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`To use any third-party User Content in any manner not expressly permitted hereunder, you will need permission
`
`
`from the applicable User in addition to the owner of any content and other materials incorporated therein.
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`Company is not responsible for putting you in touch with any other User or third-party owner for purposes of
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`obtaining such permission.
`
`4.
`
`User Accounts; Registration Data
`
`While you may always browse the public-facing portions of the Platform without registering with us, in order to enjoy
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`the full benefits of the Platform, each User must register for and create an Account.
`
`
`
`
`
`
`
`You agree to create only one (1) unique Account and that you shall be the sole authorized user of your Account. As part
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`of the registration process, Users will be asked to submit certain information such as their name, email address,
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`phone number, birthday, profile name, picture, etc., and to create an Account login password (collectively,
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`“​Registration Data​”). Alternatively, you may register for an Account using your Facebook, Instagram, or other
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`available and integrated social media plug-in credentials. You agree and represent that all Registration Data you
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`provide to Company will be and remain at all times true, accurate, current and complete. Company may from
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`time to time modify or add to the Registration Data information fields required to create an Account, and you
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`agree to promptly complete any such additional or modified information fields when and as requested by
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`Company.
`
`In some cases, you will also need to update your Account and/or operating system settings to allow
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`us to access your address book/contacts and enable the geolocation and camera/microphone functions. You
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`must make sure that your Account profile name complies with these Terms of Service. Your registration with us
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`is subject to our confirmation and will become valid when we either confirm your registration or activate your
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`Account.
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`Company will have the right to use your Registration Data in connection with servicing and operating the Platform and in
`
`
`other manners as set forth in more detail in our Privacy Policy. You agree (i) to restrict access by any other
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`person or entity to your password or other login information, (ii) to not knowingly use the name or email of any
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`

`

`Case 4:20-cv-07572-JSW Document 54-2 Filed 08/25/21 Page 6 of 21
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`other person without authorization, (iii) to not use an email or profile name that is profane, offensive or
`
`
`otherwise inappropriate, (iv) to not allow any third-party to use your login information, Registration Data or
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`Account, and (v) to not re-create any new or additional Account in the event your original Account is suspended
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`or terminated in accordance with the terms hereof. You agree that you will be liable for all activities that occur
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`under your Account, even if such activities were not committed by you. Company is not responsible for any loss
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`or damage as a result of someone else using your Account, Registration Data or password with or without your
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`knowledge.
`You agree to notify Company of any breach of security by promptly sending Company an e-mail to ​legal@triller.co ​User
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`Content; User Content License
`
`Users can upload certain User Content to the Platform, including, but not limited, to UGC, sound recordings, images,
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`quotes, messages, comments and memes. You acknowledge and agree that your User Content can be made
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`publicly available to other Users on the Platform (in certain cases automatically upon upload and in certain cases
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`following your selection of such uploaded User Content to become public as described in more detail in ​Section
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`6 below), and that your Account profile name or login identifier will be linked to, or appear alongside, all such
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`publicly available User Content (as well as all private User Content). All User Content (whether made publicly
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`available to other Users on the Platform or kept private) will be considered non-confidential and non-proprietary
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`and you must not upload any User Content on or through the Platform or transmit any User Content to us that
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`you consider to be confidential or proprietary. All User Content uploaded to the Platform shall be subject to our
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`Privacy Policy.
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`Subject to any third-party right in any preexisting content or materials included in your User Content, including, without
`
`limitation, any Platform Content, you retain all right, title and interest in and to any User Content (including all
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`copyrights and other intellectual property rights related thereto or contained therein) that you upload onto the
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`Platform; provided, that you hereby grant to Company and its affiliates, successors, licensees, and assigns, a
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully paid, transferrable, assignable, sublicensable
`
`
`
`
`
`
`
`
`
`
`(through multiple tiers) right and license to use, copy, reproduce, display, distribute, publish, modify, adapt,
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`make derivative works of, make collective works with, translate, and otherwise exploit (i) such User Content
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`(including all copyrights and other intellectual property rights related thereto or contained therein) and (ii) your
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`name, image, voice, likeness, biographical material, and any other right of publicity/privacy held by you in
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`connection with such User Content, in any and all media now known or hereafter discovered, in connection with
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`the Platform (including, without limitation, the operation thereof and the provision of any tools, products,
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`services, functionalities and/or features now or in the future offered in connection therewith), the advertising,
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`marketing, promotion, publicity, and merchandizing of the Platform and any products and services related
`
`
`
`
`
`
`
`
`
`
`
`
`
`thereto, and to identify you as the source of your User Content (collectively, the “​User Content License​”).
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`permit, other Users of the Platform to use your User Content in connection with all tools, products, services,
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`functionalities and/or features made available in connection with the Platform from time to time, subject to the
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`Terms of Service. Moreover, the User Content License granted hereunder includes the right to reproduce sound
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`recordings (and make mechanical reproductions of the musical works embodied in such sound recordings), and
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`publicly perform and communicate to the public sound recordings (and the musical works embodied therein), all
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`on a royalty-free basis; which means that you are granting Company the right to Use your User Content without
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`the obligation to pay royalties to any third-party, including, but not limited to, a sound recording copyright
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`owner (​e.g.​, a record label), a musical work copyright owner (e.g., a music publisher), a performing rights
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`organization (​e.g.​, ASCAP, BMI, SESAC, etc.) (a “​PRO​”), a sound recording PRO (​e.g.​, SoundExchange), any unions
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`For the avoidance of doubt, the User Content License granted to us hereunder covers our ability to sublicense to, and
`
`

`

`Case 4:20-cv-07572-JSW Document 54-2 Filed 08/25/21 Page 7 of 21
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`or guilds, and engineers, producers or other royalty participants involved in the creation of User Content. If you
`
`
`are a composer or author of a musical work and are affiliated with a PRO, then you must notify your PRO of the
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`royalty-free license you grant through these Terms of Service to us. You are solely responsible for ensuring your
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`compliance with the relevant PRO’s reporting obligations.
`
`
`
`
`
`
`
`If you have assigned your rights to a music publisher,
`
`
`
`
`
`
`
`
`
`
`then you must obtain the consent of such music publisher to grant the royalty-free license(s) set forth in these
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`Terms of Service or have such music publisher enter into these Terms of Service with us. Users should not
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`presume that since you authored a musical work (​e.g.​, wrote a song) that you have all the rights necessary to
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`grant us the licenses in these Terms of Service.
`
`By submitting User Content to the Platform, you acknowledge and agree that Company may create or license from third
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`parties, Platform Content, or obtain User Content from other Users, that may be similar or identical to your User
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`Content. You agree that you shall have no recourse against Company for any alleged or actual infringement or
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`misappropriation of any proprietary or other right in or related to the User Content you provide to Company.
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`You acknowledge and agree that your submission of User Content to the Platform does not create any new or
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`alter any existing relationship between you and Company.
`
`You hereby represent and warrant to Company that: (i) all User Content uploaded by or on your behalf onto the
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`Platform is your original work of authorship for which you are the sole and exclusive owner, or that you have
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`obtained all licenses, consents, releases, and other permissions from the applicable third-party owner thereof as
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`may be necessary to grant Company the User Content License in and to such User Content hereunder, and (ii)
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`Company’s and/or any other User’s or sublicensee’s use of the User Content as permitted hereunder does not,
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`and will not, violate any applicable laws or the rights of any third-party, including, without limitation, any right of