USER GENERATED CONTENT TERMS AND CONDITIONS

This is an agreement (“Terms and Conditions”) between Major League Soccer, L.L.C., Soccer United Marketing, LLC and each of their affiliates, successors and assigns (collectively, “MLS”, “we” or “us”) and the individual accepting these Terms and Conditions (“you”) in relation to MLS’s use of your photographic or video content, name, likeness, appearance, voice, and biographical information and any other information that you provide, enter or upload on the Site (collectively, the “User Content”). You accept these Terms and Conditions, by entering and/or uploading the User Content to the upload page located on a subpage of http://MLSSoccer.com or http://SoccerForAll.com (collectively, the “Site”), clicking the “I ACCEPT THE TERMS AND CONDITIONS” box, and clicking the submission button.

1. Grant.

a. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, you hereby grant to MLS an irrevocable, perpetual, worldwide right to display, distribute, publicize and otherwise use, modify, edit, reproduce, copy, publish, sublicense, publicly perform, publicly display, index, comment upon, republish and distribute the User Content and any derivative works of the User Content that result from modification by or for MLS in any media now known or hereinafter invented for advertising, promotion and any other lawful commercial and business purposes.

b. The foregoing license, any rights granted to MLS under these Terms and Conditions, and any benefits available to MLS under these Terms and Conditions may be exercised with or without attribution to you and shall not require MLS to provide you with any compensation, royalty, or other payment or approval rights of any kind. MLS is under no obligation to use any User Content and may remove any User Content at any time.

2. Representations, Warranties and Covenants. In connection with the rights you granted with respect to the User Content pursuant to these Terms and Conditions, you represent, warrant and covenant the following:

a. That you are either: (i) of legal age to enter into these Terms and Conditions and you agree to be bound by these Terms and Conditions; or (ii) the parent or legal guardian of a child under the legal age to enter into these Terms and Conditions and you agree to be bound by these Terms and Conditions on behalf of your child.

b. The User Content does not include materials that: contains music; is sexually explicit or suggestive; is unnecessarily violent or derogatory of any ethnic, racial, gender, religious, professional or age group; is profane or pornographic; contains nudity; promotes alcohol, illegal drugs, tobacco, firearms/weapons (or the use of any of the foregoing); promotes any activities that may appear unsafe or dangerous; promotes destruction of property or improper use of MLS products; promotes any particular political agenda or message; is obscene or offensive; endorses any form of hate or hate group; defames, misrepresents or contains disparaging remarks about other people or companies; contains trademarks, logos, or trade dress (such as distinctive packaging or building exteriors/interiors) owned by others, without permission; contains any personal identification, such as license plate numbers, personal names, e-mail addresses or street addresses; contains copyrighted materials owned by others (including photographs, sculptures, paintings, and other works of art or images published on or in websites, television, movies or other media), without permission; contains materials embodying the names, likenesses, voices, or other indicia identifying any person, including, without limitation, celebrities and/or other public or private figures, living or dead, without permission; contains look-alikes of celebrities or other public or private figures, living or dead; communicates messages or images inconsistent with the positive images and/or good will with which MLS wishes to associate; containing messaging encouraging the violation of law; and/or violates any law.

c. You are the owner of and control all right, title and interest in the User Content or that you have the right and power to grant the licenses granted herein, and that there are no other agreements, limitations or restrictions with any other party in conflict with such licenses, including but not limited to, any agreements between you and a social media platform or other online service provider (such as Facebook, Instagram or Twitter).

d. With respect to third-party individuals featured in the User Content, or intellectual property owned by third-party individuals, you have received the prior written consent of all such third-party individuals, and all such third-party individuals are over age of eighteen (18).

e. The User Content, and our permitted use of the User Content, does not and will not infringe or violate any valid right of any third party (including any and all intellectual property rights owned by such third parties).

3. Privacy Policies. The collection and use of your information and User Content as contemplated herein is governed by our privacy policies located at: https://www.mlssoccer.com/privacy-policy.

4. Indemnity. You shall indemnify and hold harmless MLS, their affiliates and their respective officers, directors, managers, partners, owners, employees, representatives, licensees, agents, advertisers, sponsors, successors and assigns from any and all actions, causes of action, suits, debts, obligations, losses, damages, amounts paid in settlement, liabilities, costs, and expenses whatsoever, including reasonable attorneys’ fees whatsoever arising from any claim for remuneration, or damage associated with the MLS’s exploitation of the rights granted by You to MLS herein, including any defamation, invasion of privacy, right of publicity, copyright infringement, or any other personal or property rights from or related to any use of the User Content.

5. Disclaimers. WITH RESPECT TO OUR USE OF YOUR USER CONTENT, YOU HEREBY IRREVOCABLY WAIVE ALL LEGAL AND EQUITABLE RIGHTS AGAINST US RELATING TO ALL LIABILITIES, CLAIMS, DEMANDS, ACTIONS, SUITS, DAMAGES AND EXPENSES, INCLUDING BUT NOT LIMITED TO CLAIMS FOR COPYRIGHT OR TRADEMARK INFRINGEMENT, INFRINGEMENT OF MORAL RIGHTS, DEFAMATION, INVASION OF RIGHTS OF PRIVACY, RIGHTS OF PUBLICITY, INTRUSION, FALSE LIGHT, PUBLIC DISCLOSURE OF PRIVATE FACTS, PHYSICAL OR EMOTIONAL INJURY OR DISTRESS OR ANY SIMILAR CLAIM OR CAUSE OF ACTION IN TORT, CONTRACT OR ANY OTHER LEGAL THEORY, NOW KNOWN OR HEREAFTER KNOWN IN ANY JURISDICTION THROUGHOUT THE WORLD ARISING DIRECTLY OR INDIRECTLY FROM USE OF THE USER CONTENT.

6. General Provisions. All matters arising out of or relating to these Terms and Conditions shall be governed by and construed in accordance with the state and federal laws applicable in the State of New York without giving effect to any choice or conflict of law provision or rule.