VISUAL COMMERCE TERMS OF USE

Image Gallery Terms

Thank you for your interest in submitting your photo, other audiovisual content, caption and/or other content (collectively, "Photo Materials") for use in connection with the Brahmin Image Gallery and its related platform extensions (the “Brahmin Service") offered by Brahmin, and its affiliates and subsidiaries ("Brahmin", "we", "us", or "our").

This is a legal agreement between you and Brahmin, which contains liability limitations and an arbitration agreement. You should read it carefully. If you do not agree to it, do not submit any Photo Materials to Brahmin.

1. Terms of Agreement

The provision of your Photo Materials to Brahmin is subject to the terms below, the Brahmin Terms and Conditions, which contain a limitation of liability and arbitration agreement applicable to our use of your Photo Materials, and the Brahmin Privacy Policy, which contains terms applicable to our use of your information (collectively, the "Agreement"). In particular, you agree that we may collect your name, email address, Photo Materials, social media username, and information provided to us by a social media site, to administer the Brahmin Service and share your information with third parties for their use in providing services to us. If you are not willing to be bound by the terms of the Agreement, do not submit your Photo Materials. This Agreement is a legal agreement concerning your Photo Materials between you, as either an individual or a single business entity ("you" or "your") and Brahmin.

2. Grant of License to Brahmin

2.1 You hereby grant Brahmin a non-exclusive, transferrable, sublicensable, perpetual, irrevocable, fully paid up, royalty-free, worldwide license and right (but not the obligation) to use, archive, stream, copy, distribute, publicly perform, modify, create derivative works of, transmit, and otherwise exploit, in whole or in part, your Photo Materials in any manner or medium now known or hereafter devised. This exploitation may include, without limitation, use of your Photo Materials to endorse Brahmin or third-party products and services. Additionally, you further grant Brahmin a non-exclusive, transferrable, sublicensable, perpetual, irrevocable, fully paid up, royalty-free, worldwide license and right (but not the obligation) to exploit your name, alias (e.g. a username, Twitter or Instagram handle), likeness, personality, voice, and any other materials or information you submit to Brahmin in connection with your Photo Materials.

2.2 You hereby irrevocably waive any and all rights to seek or obtain any injunctive or other equitable or compensatory relief against Brahmin for its use or exploitation of the Photo Materials or your name, alias, likeness, personality, or any other materials you submit in connection with your Photo Materials as licensed herein, as well as any claims under “moral rights” or similar theories.

2.3 You agree that you will not receive any compensation for Brahmin’s exploitation of the Photo Materials and Brahmin has no obligation to use any of your Photo Materials. Brahmin may remove your Photo Materials from the Brahmin Service, or suspend or modify the Brahmin Service at any time. Brahmin will not return Photo Materials to you.

2.4 Other than as provided in this Agreement, you will retain ownership of all rights in your Photo Materials.

3. Representations and Warranties

You represent and warrant that: (a) you are at least eighteen (18) years of age; (b) you have the full right, power, and authority to enter into and fully perform the terms of this Agreement; (c) you are the sole human subject depicted in the Photo Materials; (d) no humans under the age of eighteen (18) years of age are depicted in the Photo Materials; (e) you own or are authorized on behalf of all applicable rights holders to submit the Photo Materials and make all the grants of rights in this Agreement; (f) your Photo Materials do not contain or link to any malicious code or content of any kind; (g) you have all the applicable rights and authority to grant Brahmin the rights granted herein; (h) you agree to comply with all applicable laws, rules, and regulations, and the terms of this Agreement; (i) your Photo Materials do not contain any material that depicts nudity; is sexually explicit, profane, defamatory, or obscene; pertains to violence, discrimination, or illegal activities; or is offensive, harassing, or threatening; (j) your Photo Materials do not infringe or violate the rights of a third party, including without limitation any intellectual property rights, right of privacy, rights of publicity, or moral rights or any applicable laws or regulations; and (k) your Photo Materials do not contain any trademark, logo, brand name or trade name (or variations or parodies of them) of any company or person other than Brahmin.

4. Intellectual Property Infringement Complaints

Brahmin respects the intellectual property rights of others and expects our users to do the same. If you believe any content available through the Brahmin Service infringes your rights, you must submit a complaint through our Intellectual Property Agent as provided in the Brahmin Terms and Conditions.

5. Indemnification

In addition to the indemnification obligations contained in the Terms and Conditions, you agree to defend and indemnify and hold Brahmin, its affiliates, and sublicensees, and their respective officers, directors, and employees harmless from and against all third party claims and all liabilities, assessments, losses, costs, or damages resulting from or arising out of (a) your alleged breach of this Agreement; (b) your infringement, misappropriation, or violation of the rights of a third party, including without limitation any intellectual property rights, right of privacy, and rights of publicity; or (c) the content of your Photo Materials.

6. Disclaimer

In addition to the disclaimers, exclusions and limitations contained in the Terms and Conditions, to the extent permissible under applicable law, Brahmin disclaims responsibility for and will not be liable for: (i) your ability or inability to upload or download any Photo Materials onto the Brahmin Service; (ii) technical problems or malfunctions that affect the Brahmin Service or viewing of the Photo Materials; (iii) lost, faulty, illegible, distorted, jumbled, garbled, delayed, or intercepted or otherwise un-received, Photo Materials or data transmissions; (iv) unauthorized tampering, interference, hacking activities or viruses, bugs, worms or illicit code; or (v) any condition beyond Brahmin ’s control.

7. Miscellaneous

7.1 Brahmin does not grant any express or implied right to you under any Brahmin -owned or licensed patents, copyrights, trademarks, or trade secret information.

7.2 The marks of Facebook, Twitter, Instagram, Pinterest and other social media sites are the property of their respective companies and the social media sites are not affiliated with Brahmin. Any submission via these or other social media sites are subject to all rules and regulations of such sites. If you choose to submit your Photo Materials using your mobile phone, standard data fees may apply.

7.3 This Agreement, including all claims relating to or arising hereof or breach thereof, whether sounding in contract, tort, or otherwise, will be governed and construed in accordance with the laws of California, excluding its choice-of-law principles. Any dispute arising from, related to, or connected with this Agreement will be resolved exclusively in accordance with the dispute resolution provisions in the Brahmin Terms and Conditions.

7.4 Brahmin may assign this Agreement or delegate any of its rights or obligations hereunder, or any part thereof, to any third party, including its successor in interest, without requiring your written consent. You may not assign this Agreement in whole or in part. This Agreement shall be binding upon and shall inure to the benefit of the parties and their heirs, executors, administrators, successors, and assigns.

7.5 This Agreement constitutes the complete and exclusive agreement between you and Brahmin with respect to the subject matter hereof, and supersedes all prior or contemporaneous oral or written communications, proposals, representations, understandings, or agreements not specifically incorporated herein.