Epytom Inc. Bloggers Images Agreement
Epytom Inc. ("Epytom," "we" or "us") is the provider of a stylist chat-bot service and related products and services (collectively, the "Bot"). The Bot presents options for personalized stylish looks based on what users already have in their closet, including by displaying images of these looks executed by fashion bloggers. As an influential fashion blogger, thank you for agreeing to appear in our Bot.
Please find below the terms and conditions of our agreement (the "Agreement").
1. Use of Your Persona and Content.
You grant Epytom permission use any of the images and videos posted to the Instagram account ("Your Instagram Account") under your handle ([@InstagramHandle], as may be amended by you) ("Your Instagram Handle") in and in connection with the Bot. You agree that you will allow Epytom to access Your Instagram Account, and will not block Epytom from accessing your images and videos.
This permission to use your images and videos continues until revoked by you, which you may do by replying to this email with the word "REVOKE" in the subject line. Revocation will apply on a going-forward basis only, and rights to any of your images or videos previously used in the Bot will continue.
Epytom agrees to include Your Instagram Handle in connection with any of your images and videos that we use in our Bot.
Epytom will not pay you any fees; rather, you are entering into this Agreement in consideration of the potential additional visibility or follower base that may result from our use.
2. License Grant. You hereby grant to Epytom a non-exclusive, universal, fully paid up, royalty-free right and license to use, exhibit, exploit, publish, broadcast, display, reproduce, and distribute (i) the images and videos that appear or have appeared on Your Instagram Account ("Content"); and (ii) your name, Your Instagram Handle, picture, image, performance, voice, and likeness (collectively, your "Persona"), in any manner or media (whether now known or hereafter devised), in or in connection with the Bot.
3. No Obligation. Epytom is under no obligation to use your Content or Persona, but may choose do so in its sole discretion. We may terminate this Agreement at any time, with or without cause, immediately upon providing notice to you via the email address that Epytom has on file.
4. Public Statements. If you make any public statements about Epytom or the Bot or any competitors of Epytom, you agree to clearly and conspicuously disclose your affiliation with Epytom. You will not at any time make disparaging remarks about Epytom or the Bot to any third party during from now until one year after you revoke permission.
5. Representations and Warranties. You represent and warrant that (i) you are at least eighteen (18) years of age; (ii) you are the creator and owner of Your Instagram Account, Your Instagram Handle and the Content (including all items and images depicted in the Content), or otherwise have the right to use, and grant to us the right to use, the Content in the way that you use it and permit us to use it; (iii) you have the rights from any and all persons appearing in the Content to use their names, images and likenesses and to grant those rights to us under this Agreement; (iv) to the extent that you make any statements with respect to your positive opinion or endorsement related to Epytom or the Bot, the statements are a true reflection of your beliefs or opinions, and you agree to immediately inform Epytom of any material changes in those beliefs or opinions; and (v) to the extent that you suggest that you use or have used or prefer the Bot, you have and do in fact use and prefer the Bot.
6. Disclaimer; No Liability. You understand that Epytom does not make any guarantees in connection with this Agreement, including, without limitation, relating to an increase in your visibility or follower base. You acknowledge and agree that Epytom has no control over, and will have no liability for any damages resulting from, the use or misuse of all or any part of your Persona or Content by any third party.
7. Governing Law and Arbitration. This Agreement is governed by and construed in accordance with the laws of the State of California without regard to its conflict of law principles. Any controversy or claim arising out of, or relating to, this Agreement or the breach of this Agreement will be settled by arbitration by, and in accordance with the applicable Commercial Arbitration Rules of the American Arbitration Association. Arbitration hearings will be held in Santa Clara County, California. You agree that service upon you in any such action or proceeding may be made by email to your email address last appearing in the records of Epytom. Service upon Epytom must be made by first class mail to Epytom's address at 123 Bella Vista Ave, Los Gatos, CA 95030.
8. General. The rights and liabilities of you and Epytom will bind and inure to the benefit of their respective successors, assigns, heirs, executors and administrators; however, (a) because Epytom has specifically contracted with you, you may not assign this Agreement without the prior written consent of Epytom and (b) Epytom may assign this Agreement without your consent only to a successor entity. This Agreement is the entire understanding between you and Epytom with respect to the subject matter of this Agreement. All modifications to this Agreement must be in writing and signed by you and Epytom.