#VacationDifferently

User Generated Content Terms of Use Wyndham Vacation Rentals North America, LLC (“WVRNA”) and RCI, LLC (“RCI”) often reach out to social media users to seek permission to display user content on our various websites, social media channels, marketing emails, and in other promotional materials. You are reading this because WVRNA and/or RCI have requested your permission to use your user content in this way. By replying with the hashtag #YesWVR, or any other hashtag or agreed upon communication of assent, you agree to the following Terms of Use. WVRNA and RCI each reserve the right to alter and amend these Terms of Use without advance notice by posting a revised Terms of Use. Please review the Terms of Use each time you grant permission or authorization to feature your user content. 1. User Content. “User Content” shall refer to the photos, text, graphics, audio, videos, tweets, posts, location information, comments and other materials from social sites that you posted on social channels and/or were identified in a message, comment, tweet, or other communication to you and/or were tagged or permitted to be tagged with WVRNA and/or RCI related hashtags or geo-location tags; and/or were described to you in the message, post, comment or other communication to you referring to these Terms of Use. 2. Grant of Rights to User Content. You hereby grant to WVRNA and RCI and each of their parent companies, affiliates, and subsidiaries, and their respective successors and assigns (collectively, the “Wyndham Parties”) a worldwide, perpetual, royalty-free, non-exclusive, irrevocable, transferable, sublicensable license to use your User Content in whole or in part, in any manner to be determined in the Wyndham Parties’ sole discretion, including without limitation on webpages, social media platforms, in promotional emails and advertisements and for any other commercial and promotional purposes and in all media and formats whether now or later known or developed, without further notice, consideration, permission, credit or compensation. You agree that the Wyndham Parties may use, publish, display, reproduce, create derivative works from, exploit, combine with other materials, modify, alter, edit and/or touch-up your User Content in any manner in their sole discretion with no obligation to you whatsoever. You further agree that you have no approval rights over the use of your User Content and that you waive any and all so-called moral rights you may have in your User Content. You also grant the Wyndham Parties the right to use your real name, username, likeness, image, caption, location, photograph, voice, and or other identifying information in connection with any use of your User Content. If requested, you agree to execute any documents which may be requested by the Wyndham Parties to protect, perfect or enforce and of the rights you have granted under these Terms of Use. You understand that the Wyndham Parties have no obligation to use your User Content and that such User Content may be removed at any time. Use of User Content does not imply endorsement of or any affiliation with you. 3. Representations and Warranties. You agree and represent and warrant that: a. You are at least age eighteen (18) years of age or are legally considered an adult in the State or Country where you reside; b. You have full power and authority to agree to these Terms of Use; c. You are solely responsible for your User Content and it is your own original creation and you own all rights in and to your User Content and/or have obtained appropriate rights and permissions from any and all other persons and/or entities who own, manage or otherwise claim any rights with respect to User; d. You confirm and represent that use by the Wyndham Parties of your User Content as described herein does not and shall not require any payment to any person or entity and does not require license, authorization, approval or consent by any other person or entity; e. that if the User Content contains an identifiable person, whether you or another party, you represent and warrant that you have obtained prior expressed consent of all persons (or his or her parent or legal guardian, if the person identified or depicted is a minor) to the use of the User Content as outlined herein and shall provide such written consents to the Wyndham Parties upon request; f. Use by the Wyndham Parties of your User Content as described herein will not violate the rights, including but not limited to copyright, trademark, privacy, publicity, moral, proprietary or other rights of any third party, or any law, rule, or regulation; g. User Content does not contain anything libelous, defamatory, obscene, pornographic, abusive, indecent, threatening, harassing, hateful, or offensive or otherwise unlawful; f. Your upload or post of the User Content does not violate any applicable laws or the terms or requirements of the Social Media platform(s) where you uploaded or posted the User Content; and g. You have read and you agree to comply with all of the terms and conditions in these Terms of Use. 4. Release and Indemnity. You hereby agree to release, discharge, hold harmless, and indemnify the Wyndham Parties, and anyone acting on their behalf, from any and all claims, suits, actions, demands, liabilities and damages of any kind whatsoever arising out of or in connection with (i) any breach or alleged breach of any warranties, representations, or agreements hereunder; and/or (ii) the use by the Wyndham Parties of your User Content. 5. Use of Information. The User Content that you submit is deemed non- confidential and the Wyndham Parties have no obligation to maintain the confidentiality of any information, in whatever form, contained in any submission, except pursuant to the Wyndham Parties’ Privacy Notices. For more information, please review Wyndham Vacation Rentals North America, LLC’s Privacy Notice [http://www.vacationdifferently.com/privacy-policy/] and RCI, LLC’s Privacy Notice [http://rci.com/pre-rci-en_US/footer/privacy-policy.page]. If you do not agree to the collection, use and disclosure of your personal information in this way, please do not provide the Wyndham Parties with personal information or agree to these Terms of Use. 6. General. These Terms of Use shall be governed by and interpreted in all respects in accordance with the substantive laws of the state of New Jersey, U.S.A., without regard to its choice of law provisions. You irrevocably agree that any disputes directly or indirectly arising out of or relating to this agreement shall be resolved exclusively in the state or federal courts located in Morris County, New Jersey, U.S.A. You hereby irrevocably consent to such venue and to the exclusive jurisdiction of any such court over any such dispute and waive any right to a trial by jury. If any provision of these Terms of Use are determined to be invalid by the court of competent jurisdiction, such determination shall in no way effect the validity or enforceability of any other provision herein. You agree that if the Wyndham Parties do not exercise or enforce any legal right or remedy which is contained in these Terms of Use (or which the Wyndham Parties have the benefit of under any applicable law), this will not be taken to be a formal waiver of the Wyndham Parties’ rights and that those rights or remedies will still be available to the Wyndham Parties. These Terms of Use contain all the terms agreed between us regarding the User Content and supercede any prior agreement, understanding, or arrangement between us, whether oral or in writing.