You may upload user content (“User Content”) with the hashtags #nyandcompany, #itjustfits, #evamendesnyc, and #newyorkandcompany for us to use in our various advertising campaigns, including, but not limited to, a gallery on our website, social channels including Instagram, Facebook, Twitter, and Google+, and in compilation videos, reels, and advertising campaigns and installations. You may grant us permission to do this by uploading your photo with the hashtags #nyandcompany, #itjustfits, #evamendesnyc, and #newyorkandcompany.
By granting us permission to use your User Content, you represent that you have read, agree to, and understand these entire Submission Terms and Conditions (the “Agreement”). IF YOU DO NOT CONSENT TO THESE TERMS AND CONDITIONS IN THEIR ENTIRETY, DO NOT GRANT US PERMISSION TO USE THE USER CONTENT. By granting us permission to use the User Content, you agree to be bound by the terms of this Agreement, without modification, including all disclaimers, terms and conditions set forth in this Agreement.
You hereby grant New York & Company, Inc. (“Company”) and its affiliates, subsidiaries, or any party designated by Company (collectively, the “Licensees”) the irrevocable, perpetual, worldwide, royalty-free right to reproduce, display, perform, adapt, modify, alter, create derivative works from and distribute your User Content, including your name, image, likeness, photograph, voice, social media handle and biographical material, included therein or in connection therewith, and/or videos, including but not limited to advertising, publicity and promotional purposes, in any media now known or hereafter invented, including, but not limited to, Company’s websites and social media channels including without limitation Twitter, Facebook, Instagram and Google+, and in advertising campaigns and installations including as part of a video compilation. Without limiting the foregoing, you hereby grant Company the right to edit, arrange, rearrange, adapt and combine your User Content with other materials in its sole discretion, including on the aforementioned websites and social media channels and including without limitation in ‘compilation’ online and out-of-home videos.
NO EXPECTATION OF PRIVACY: USER CONTENT WILL NOT BE HELD IN CONFIDENCE. IF YOU DO NOT WISH USER CONTENT TO BE MADE PUBLIC AND/OR DO NOT WISH TO GRANT COMPANY THE RIGHT TO DISPLAY USER CONTENT ON ITS CHANNELS (AND THE RELATED RIGHTS) (INCLUDING ANY CONTENT THAT INCLUDES SENSITIVE AND PERSONAL INFORMATION ABOUT YOU), DO NOT GRANT COMPANY PERMISSION TO USE THE USER CONTENT AS DESCRIBED ABOVE.
CONTENT: You are solely responsible for your User Content, and hereby agree that you will not hold us responsible or liable for User Content you grant us permission to use. By granting us permission to use the User Content, you represent and warrant that: a) the User Content you submit is original and was created solely by you, or, if you are not the creator of the User Content, that you have permission from the copyright owner of the User Content to allow you to submit the User Content as permitted by this Agreement; b) the User Content does not incorporate any material that is owned by anyone other than you (including, for example and without limitation, any artwork, text, copy, trademarks or logos owned by anyone other than you); or that you have obtained all rights necessary to allow you to grant to us the rights granted herein; c) neither the User Content, nor the use of the User Content by us in accordance with the Terms hereof will infringe upon or violate the intellectual property rights and/or rights of any other person or entity or violate any applicable laws and regulations; and d) your User Content complies with the Content Guidelines set forth below. You further represent and warrant that you are eighteen (18) years of age and have the right to make this Agreement.
User Content should not contain any references to or images of other persons that you have posted without that person’s consent;
User Content should not be defamatory, abusive, obscene, profane or offensive;
User Content must not in any way disparage or criticize Company or any other person or party;
User Content should not violate any party’s right of publicity or right of privacy;
User Content should not be threatening, harassing or promote racism, bigotry, hatred or physical harm of any kind against any group or individual or promote or encourage violence or illegal activities;
User Content should not be inaccurate, false or misleading in any way; and
User Content should not contain material that is unlawful, in violation of, or contrary to the laws or regulations in any jurisdiction where User Content is created.
COMPANY IS UNDER NO OBLIGATION TO SCREEN OR MONITOR USER CONTENT BUT MAY REVIEW ALL USER CONTENT AND POST OR REMOVE SUCH USER CONTENT FROM ANY SOCIAL MEDIA SITE OWNED, ADMINISTERED, AND/OR MONITORED BY COMPANY AT ITS SOLE DISCRETION, AT ANY TIME, FOR ANY OR NO REASON, WITH OR WITHOUT PRIOR NOTICE, AND WITHOUT LIABILITY. Company will make all determinations as to what User Content is appropriate in its sole discretion.
RELEASE: You hereby release, acquit and forever discharge, Company and/or its parent, affiliated, subsidiary and/or related companies, and their respective advertising or promotional agencies, and any promotional sponsors involved with Company’s websites and social media channels (collectively, “Released Parties”) from any and all claims, liabilities, demands, losses, damages (including special, general, incidental, consequential, punitive, or other damages), rights, judgments, actions, suits, causes of action, expenses (including reasonable attorneys’ fees), costs, and interest of any kind arising out of or related to, in whole or in part, directly or indirectly, your submission of User Content in accordance with the terms of this Agreement. In no event will the Released Parties be responsible or liable for any damages or losses of any kind, including without limitation, direct, special, indirect, incidental, consequential, or punitive damages, arising out of or related to, in whole or in part, directly or indirectly, your use or interaction with Company websites or social media channels or any related activity.
INDEMNIFICATION: Upon Company’s request, you agree to defend, indemnify, and hold harmless the Released Parties, and their respective employees, contractors, officers, directors, and agents from all liabilities, claims and expenses, including attorney's fees that arise from: a) your breach of any provision of this Agreement; b) Company use of User Content as approved by you; or c) your violation of any intellectual property right of another party. Company reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses
NON-SOLICITATION: Company does not accept any unsolicited ideas from outside the Company including without limitation suggestions about advertising, promotion or merchandising of our products, additions to our product lines, services, or changes in methods of doing business. We may already be working on or may in the future work on a similar idea. This policy eliminates concerns about ownership of such ideas.
MISCELLANEOUS: This Agreement constitutes the entire agreement between Company and You. If any provision of this Agreement is invalid or unenforceable for any reason in any jurisdiction, such provision shall be construed to have been adjusted to the minimum extent necessary to cure such invalidity or unenforceability. No waiver by Company under this Agreement shall be valid or binding unless set forth in writing and duly executed by Company. Any such waiver shall constitute a waiver only with respect to the specific matter described therein and shall in no way impair the rights of Company in any other respect or at any other time. Any delay or forbearance by Company in exercising any right hereunder shall not be deemed a waiver of that right. The Parties to this Agreement are independent contractors. Except as otherwise expressly provided herein, nothing herein creates any joint venture, partnership, agency, employment, fiduciary or other relationship between the parties, and neither party is authorized to make contracts or commitments in the name of or on behalf of the other without the other party's prior written approval. This Agreement shall be construed and enforced in accordance with the laws of New York, without regard to choice of law rules. Any dispute arising out of this Agreement shall be adjudicated exclusively in the state or federal courts located in New York, and Company and you both consent to personal jurisdiction and venue therein.
COMPANY RESERVES THE RIGHT TO UPDATE OR MODIFY THESE TERMS & CONDITIONS WITHOUT PRIOR NOTICE.