TERMS OF USE

Countess Mara, Inc. (“CM”) has prepared this Statement to define the rights and responsibilities of CM and you relating to photos or other content (collectively “Photos”) that you may choose to post either on the countessmara.com Website or on one of CM’s social media pages, such as Facebook®, Twitter®, Instagram® or Pinterest® (a “CM Page”). By posting your Photos, you agree to be bound by this Statement and that you are solely responsible for the content you post.

I. Photos.

A. CM is interested in collecting the Photos, which should portray a special occasion. In addition, CM will consider selecting one or more posted Photos for inclusion in a later ad campaign. If CM wishes to select for such purpose a Photo posted by you, it will contact you prior to selection to obtain the necessary consents.

II. Your Content.

A. By posting your Photos, you are granting to CM a non- exclusive, transferable, sublicensable, royalty- free, worldwide license to use, display, reproduce, modify and distribute the Photos in any media, now known or hereafter devised.

B. When you post your Photos, you are allowing everyone, including in the case of the CM Pages, people not on the CM Pages, to access your Photos and to associate them with you. All Photos you post or upload become public information and can be seen by the general public. You should be very careful about posting personally identifiable information such as your name, address, telephone number or email address. You are allowing everyone, including CM, to post your Photos to one or more other websites and social media pages. You are giving us permission to use your name and content in connection with commercial content

C. CM works hard to keep safe both its own website and the CM Pages, but it needs your help, including your agreement to the following. Specifically, you will not:

  1. 1. Upload viruses, Trojan horses, worms, logic bombs or other or other malicious or technologically harmful code to countessmara.com Website or the CM Pages.

  2. 2. Post Photos that contain nudity or that are pornographic, discriminatory, violent or threatening or that constitute hate speech..

  3. 3. Post Photos that feature the trademark, logo, trade name, trade dress, or brand name of any other person or entity. .

  4. 4. Post Photos that infringe any third party’s rights of privacy and/or publicity. .

  5. 5. Post Photos that are unauthorized copies, reproductions, or derivative of the works of any other person or entity..

  6. 6. Post Photos that defame another person or otherwise infringe any personal or property right of any other person or entity or that otherwise violate applicable law..

  7. 7. Impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity..

  8. 8. Repeatedly post the same or similar Photos ("flooding") or post excessively large or inappropriate images or content..

  9. 9. Distribute or publish unsolicited promotions, advertising or solicitations for funds, goods or services, including but not limited to, junk mail, spam and chain letters..

  10. 10. Post any Photos that display illegal drugs or drug paraphernalia or depict or encourage any criminal activity..

  11. 11. Post any Photos that are harmful to or exploitive of children..

  12. 12. Post any Photos that depict, encourage or promote cruelty to animals..

  13. 13. Post any Photos that would otherwise be considered offensive to the reasonable observer. .


III. Our Agreement with You

A. You agree that we may display advertising or other content in conjunction with the Photos you submit.

B. CM is not responsible for the actions of any third parties related to the Photos, and you release us and our directors, officers, employees and agents, from any claims or damages in any way connected with any claim you may have against third parties.

C. You agree to defend, indemnify and hold harmless CM, our subsidiaries, affiliates, and related entities, and each of their respective directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are based on: (i) any claim that any Photos infringe or violate the rights of any third party with respect to any trademark, trade name, service mark, copyright, license, contract, publicity right, privacy right, goodwill, patent, or other intellectual property or proprietary right of any third party; (ii) any breach of the representations and warranties made by you herein; (iii) any claim related to the Photos; (iv) your breach of any term of this Statement or any other terms or agreements related the countessmara.com Website or CM Pages; and/or (v) your use or misuse of the countessmara.com Website and/or the CM Pages.

D. CM has the right to remove, crop, alter, amend, or otherwise modify any Photos you post on countessmara.com Website or the CM Pages for any reason, including if we believe, in our sole discretion, that they violate this Statement or our policies or violate the rights of third parties.

E. You represent that you are a resident of the United States. You also represent that you are at least 18 years of age .If you do not meet both of these requirements, you should not post Photos on the countessmara.com Website or the CM Pages.

F. You represent and warrant that the Photos posted by you are owned by you or that you have the right to grant the licenses and permissions granted herein; that the posting of such Photos will not violate or infringe upon the rights of any third party; to the extent that the Photos depict a living individual, you have obtain the written consent of each such individual to use that individual’s name and/or likeness in connection with the Photos as used on the countessmara.com Website and the CM Pages; and that you have the legal right and capacity to approve and be bound by the Statement.

G. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS OR DATA DUE TO YOUR USE OF THE COUNTESSMARA.COM WEBSITE OR THE CM PAGES. IN NO EVENT WILL CM, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES OR AGENT BE LIABLE FOR DAMAGES OF ANY KIND ARISING OUT OF YOUR USE OF THE COUNTESSMARA.COM WEBSITE OR CM PAGES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, AND WHETHER CAUSED BY TORT, BREACH OF CONTRACT OR OTHERWISE.

H. You agree that we may notify you of any such changed terms by posting them on the countessmara.com Website or the applicable CM Page. It is your responsibility to periodically check for updates to these terms. By posting Photos, you agree to the terms of this Statement. If you do not agree with this policy, you should not post any Photos. If you do not agree to any modifications of this Statement, you should remove any Photos that you have previously posted.

I. In the event you have any claim, cause of action or dispute with CM relating to the subject matter of this Statement, you will resolve it solely in a U.S. Federal or New York state court located in New York County, New York, and you agree to submit to the personal jurisdiction of those courts.

J. All issues and questions concerning the application, construction, validity, interpretation and enforcement of this Statement will be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of New York.

K. This Statement represents the entire agreement between us concerning its subject matter.

L. If any part of this Statement is found to be unenforceable, the remainder of the Statement will remain in full force and effect.

M. If on any occasion, CM fails to enforce any part of this Statement, it will not be considered a waiver of future enforcement.

N. You may not transfer any of your rights or obligations under this Statement to anyone else without CM’s written consent.

O. This Statement does not confer any rights upon any third party.