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Selfie Promotion Terms

Last Updated: April 19, 2017

Welcome to the Madison Reed, Inc. (“Madison Reed”) website located at www.madison-reed.com (the “Site”) and our mobile device application (“App”). Please read these Selfie Promotion Terms (these “Terms”) carefully because they govern your submission of a “selfie” photo (“Selfie”) via the Site or App and our rights to use the Selfies and Appearance (as defined below).

Agreement to Terms

By submitting the Selfie, you agree to be bound by these Terms. If you don’t agree to these Terms, do not submit a Selfie.

Changes to Terms

We may modify the Terms at any time, in our sole discretion. If we do so, we’ll let you know either by posting the modified Terms on the Site, via the App or through other communications. It’s important that you review the Terms whenever we modify them because if you submit any new Selfie after we have posted modified Terms on the Site or via the App, you are indicating to us that you agree to be bound by the modified Terms. If you don’t agree to be bound by the modified Terms, then you may not submit Selfies anymore.

Eligibility

You may submit a Selfie only if you are 18 years or older and capable of forming a binding contract with Madison Reed and are not barred from using the Services under applicable law.

Feedback

We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

Privacy Policy

Please refer to our Privacy Policy for information on how we collect, use and disclose information from our users.

Selfie Ownership, Use and Responsibility

Madison Reed does not claim any ownership rights in any Selfie. By making any Selfie available via the Site or App, you hereby grant to Madison Reed a non-exclusive, transferable, sublicenseable, worldwide, royalty-free, perpetual, irrevocable right, license permission and consent to do the following in any and all forms and media now existing or hereafter created: (a) use, copy, modify, create derivative works based upon, distribute, publicly display, publicly perform and distribute each Selfie in connection with advertising, marketing and promoting Madison Reed and our products and services (the “Purpose”); and (b) to use your name, image, likeness, or other aspect of my personality (the “Appearance”) as depicted in or related to the Selfie for the Purpose. You understand that the media in which the Selfie and Appearance may be used as a result of the grant of rights by you hereunder includes, but is not limited to, television commercials, printed materials and online media.

You agree and acknowledge that you will not receive any monetary payment for the rights granted by you under these Terms. You waive any right to inspect or approve any use of the Selfies and Appearance. You understand that Madison Reed is under no obligation to use all or any part of the Selfies or Appearance. Without limiting the foregoing, the submission of a Selfie does not guarantee that Madison Reed will use the Selfie or that you will be asked to participate in any way in Madison Reed’s advertising, marketing or promotional activities or that Madison Reed will conduct any specific advertising, marketing or promotional activities.

You are solely responsible for all Selfies. You represent and warrant that you are the individual appearing in the Selfie and that you own all the Selfies or you have all rights that are necessary to grant us the license rights in the Selfies and Appearance under these Terms. You also represent and warrant that neither the Selfies, nor your use and provision of the Selfie, nor any use of the Selfie or Appearance by Madison Reed as permitted under these Terms will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

Release

I AGREE NOT TO SUE, AND IRREVOCABLY, UNCONDITIONALLY AND ENTIRELY RELEASE AND HOLD MADISON REED AND ITS LICENSEES HARMLESS FROM ANY AND ALL LIABILITIES, CLAIMS, AND DEMANDS OF ANY KIND OR NATURE, IN LAW OR EQUITY, WHETHER KNOWN OR UNKNOWN, WHICH I NOW OR IN THE FUTURE MAY HAVE RELATING TO THE SELFIES AND APPEARANCE, INCLUDING WITHOUT LIMITATION, CLAIMS INVOLVING RIGHT OF PRIVACY, RIGHT OF PUBLICITY, DEFAMATION, OR COPYRIGHT INFRINGEMENT, UNLESS SUCH USE IS NOT AUTHORIZED BY THESE TERMS. I UNDERSTAND THAT I MAY NOT SEEK ANY EQUITABLE RELIEF AGAINST MADISON REED OR ITS LICENSEES (SUCH AS OBTAINING AN INJUNCTION TO STOP THE USE OR DISTRIBUTION OF THE SELFIES OR APPEARANCE) OR SEEK ANY TERMINATION OR RECISSION OF THESE TERMS.

General Prohibitions and Madison Reed’s Enforcement Rights

You agree not to do any of the following:

  • Post, upload, publish, submit or transmit any Selfie that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances.
  • Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site or App;
  • Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Site or App;
  • Impersonate or misrepresent your affiliation with any person or entity; or
  • Violate any applicable law or regulation.

We reserve the right, but are not obligated, to remove or disable access to any Selfie, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Selfie to be objectionable or in violation of these Terms.

DMCA/Copyright Policy

Madison Reed respects copyright law and expects its users to do the same. It is Madison Reed’s policy to terminate in appropriate circumstances account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see our Copyright and IP Policy at , for further information.

Indemnity

You will indemnify, defend and hold harmless Madison Reed and its officers, directors, employee and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) the Selfies and Appearance, and (iii) your violation of these Terms or any applicable law.

Limitation of Liability

MADISON REED WILL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, OR THE SELFIES OR THE APPEARANCE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT MADISON REED HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

IN NO EVENT WILL MADISON REED’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS EXCEED ONE HUNDRED DOLLARS ($100).

THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN MADISON REED AND YOU.

Dispute Resolution

Governing Law

These Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions.

Agreement to Arbitrate

Subject to, and without limiting, the Section entitled “Release” above, you and Madison Reed agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Selfies or Appearance (collectively, “Disputes”) will be settled by binding arbitration. You acknowledge and agree that you and Madison Reed are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Madison Reed otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void.

Arbitration Rules

The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.

Arbitration Process

A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration at http://www.adr.org/aaa/ShowPDF?doc=ADRSTG_004175 and a separate form for California residents at http://www.adr.org/aaa/ShowPDF?doc=ADRSTG_015822.) The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

Arbitration Location and Procedure

Unless you and Madison Reed otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that you and Madison Reed submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

Arbitrator’s Decision

The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. Madison Reed will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration.

Fees

Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, Madison Reed will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

Changes

Notwithstanding the provisions of the “Changes to Terms” section above, if Madison Reed changes this “Dispute Resolution” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to colorcrew@madison-reed.com) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Madison Reed’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Madison Reed in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

General Terms

These Terms constitute the entire and exclusive understanding and agreement between Madison Reed and you regarding the Selfies and Appearance, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Madison Reed and you regarding the Selfies and Appearance. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

You may not assign or transfer these Terms, by operation of law or otherwise, without Madison Reed’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Madison Reed may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Any notices or other communications provided by Madison Reed under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Site or App. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

Madison Reed’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Madison Reed. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

Contact Information

If you have any questions about these Terms, please contact us at: Madison Reed, Inc., 430 Shotwell Street, San Francisco, CA 94110 or colorcrew@madison-reed.com

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