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content submission agreement

This agreementis made between AZAZIE, INC., a company registered in California, the United States (“Company”) and the undersigned (the Company’s customers and/or others) (“Undersigned”). The Company and the Undersigned are hereinafter collectively referred to as “Parties” and individually as “Party”.

whereby it is agreedas follows:

  1. undersigned’s obligations
    1. By submitting content (“Content”) to Azazie Style Gallery (“Program”), the Undersigned shall: Create an account to submit the entry; Ensure the Content complies with the terms and conditions as below; Submit up to 3 images or 1 video per entry, with a maximum file size of 5MB per image and 50MB per video; Show his/her face clearly in the image or video; Ensure that all entries must be original and not contain any copyrighted material or logos; Ensure that any individuals featured in the Undersigned’s photos/videos have given their permission to be photographed and have their image shared; and Watermarks or logos are not allowed on any submitted Content.
    2. The Undersigned’s participation in the Program shall be subject to the terms and conditions as below.
    3. The Company is not bound to accept the Content submitted by the Undersigned beyond the closing date(s) as set by the Company from time to time or pay any corresponding remuneration (as defined below) for the Content in question.
  2. remuneration
    1. The Company shall reimburse the Undersigned for his/her submitted Content in the following manners:- The submitted Content will be subject to the review of the Company. Once the Content has passed the review of the Company, the Content will be published by the Company to the Azazie Style Gallery (“Published Content”). For the Published Content, the Company shall offer a 15% off coupon for purchasing accessories and/or others to the Undersigned ("Remuneration"). The Company reserves the right to decide the date of publishing the Content, which may take place on or before the offer of the Remuneration to the Undersigned. Unless otherwise agreed in writing, the Undersigned waives and foregoes any other or additional remuneration, reimbursement of any expenses and bank charges for payment, consideration and/or compensation in connection with the Published Content.
  3. limited license and use of the company’s trademarks(s) and assets
    1. The Company grants the Undersigned a personal, non-exclusive, non-transferable, non-sublicensable, fully-revocable license, to use the Company’s logos, trademarks and other similar identifying material including images and other electronic and physical assets for the purpose of marketing and promoting the Company, the Company’s brand(s) and the Company’s website in accordance with the terms of this Agreement.
  4. terms and conditions
    1. The Undersigned shall be an independent contractor and nothing in this Agreement will be construed as establishing an employment or agency relationship between the Company and the Undersigned.
    2. The Undersigned shall maintain in force adequate liability insurance to protect anyone from claims of personal injury (or death) or tangible or intangible property damage.
    3. All Work will be the sole and exclusive property of the Company. The Company can use the Work for the purposes of advertising and promoting the Company and/or its products, and/or for other purposes deemed appropriate by the Company in its reasonable discretion, except to the extent expressly prohibited by law (“Purposes”).
    4. Unless otherwise agreed in writing, the Undersigned hereby irrevocably transfers and assigns to the Company, and agrees to irrevocably transfer and assign to the Company, all rights (including Copyright), title and interest in and to the Work.
    5. To the extent permitted by applicable law, the Undersigned hereby irrevocably transfers and assigns to the Company, and waives and agrees never to assert, any and all moral rights relate to any Work, and as far as is legally possible, any broadly equivalent rights the undersigned may have worldwide.
    6. The Undersigned hereby grants to the Company an exclusive, royalty-free, irrevocable and worldwide permission and icense to use the Work for the purposes as described in paragraph 4.3 above. The Undersigned understands that the Company may or may not attribute credit for the Work to the Undersigned. Such permission and license are perpetual.
    7. The Undersigned acknowledges that each of the Work may be edited as desired by the Company, and that the Company may reproduce, use, display and distribute the Work, in whole or in part, either alone or with other works, in all platforms, including but not limited to the Company’s website, social media, email, online advertisement and 3rd party marketplace for the purposes as described in paragraph 4.3 above.
    8. At the request of the Company and the expenses of the same, after the Consent Date, the Undersigned will assist and cooperate with the Company in all respects to obtain any third party’s authorization and confirmation for the purposes of performing this Agreement and will execute documents, and, give testimony and take such further acts reasonably requested by the Company to enable the Company to acquire, transfer, maintain, perfect, enforce, and utilize its rights (including intellectual property rights) and take other legal protections for the Work, worldwide and for the full term of those rights.
    9. The Undersigned warrants that the Work will not infringe, misappropriate, or violate any applicable laws and regulations, including but not limited to the copyright, privacy right and/or other rights of any third party.
    10. The Undersigned will defend, indemnify and hold the Company harmless from and against all claims, damages, liabilities, losses, expenses and costs (including reasonable fees and expenses of attorneys and other professions) arising out of any action by a third party against the Company that is based on or resulted from the Work under this agreement, or the Company’s use thereof, infringe, misappropriate or violate the rights of such third party, where appropriate worldwide.
    11. The Undersigned shall comply with the Federal Trade Commission’s Guides on the Use of Endorsements and Testimonials in Advertising. Without limiting the generality of the foregoing, this means that if The Undersigned received compensation in any form (including free product) or any other incentive (such as an entry in a sweepstakes or contest or a coupon) in exchange for posting content on the Company’s sites or channels (including but not limited to product reviews, Q&A, photographs, and social channels), then The Undersigned must disclose this in his/her posting. All disclosures must be made clearly and conspicuously;
    12. If the Undersigned’s Content includes ideas, suggestions, documents or proposals to the Company through the Community or otherwise through the Company, (a) such Content is not confidential or proprietary and the Company has no obligation of confidentiality, express or implied, with respect thereto; (b) the Company may have something similar to that Content already under consideration or development; and (c) the Undersigned is not entitled to compensation, payment or reimbursement of any kind for such Content from the Company under any circumstances unless the Undersigned is otherwise notified by the Company in writing.
  5. termination
    1. In the event the Undersigned is in breach of any provision in this Agreement, the Company reserves the right to terminate this Agreement.
    2. If the Company terminates this Agreement due to any breach of this Agreement by the Undersigned, the Company may:- withhold the Remuneration to be paid to the Undersigned; and/or seek such other relief, equitable and legal, as may be available.
    3. The Undersigned understands that this Agreement and the Program may be changed or terminated at any time without notice. Changes may include, but not limited to, modifying the Remuneration, imposing additional restrictions, or terminating the Program.
  6. confidentiality
    1. Except for the purposes of complying with this Agreement, the Undersigned shall not, directly or indirectly, disclose to any person or entity any information in relation to (i) this Agreement and (ii) the documents relevant to this Agreement.
  7. collection of personal information
    1. The Company collects copy of the Undersigned’s identity document and/or social security number and use it for the purposes of complying with applicable laws and performing this Agreement ONLY, such as verifying (i) the identity and (ii) the age of the Undersigned. This is to ensure that the personal information of the Undersigned as stated in this Agreement is in order. The Company WILL NOT use or disclose the Undersigned’s identity document for any purpose unrelated to the compliance of applicable laws and the performance of this Agreement.
    2. For compliance purposes, the Undersigned shall provide the Company with specific information and/or documents from time to time.
  8. governing law
    1. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California.
  9. disclaimer
    1. The Company makes no express or implied warranties or representations with respect to the Program or the Undersigned’s potential to earn remuneration from the Program.
    2. The Company makes no representation that the operation of the Company’s website will be uninterrupted or error-free, and the Company will not be liable for its website downtime.
  10. jurisdiction
    1. Each of the Parties irrevocably agrees that the Courts of California County of Los Angeles shall have exclusive jurisdiction to hear and decide any disputes and/or proceedings in connection with this Agreement and for these purposes, each of the parties irrevocably submits to the jurisdiction of the Courts of California County of Los Angeles.