UGC

COTY INC. RELEASE FOR INSTAGRAM AND TUMBLR UGC
COTY INC. RELEASE FOR INSTAGRAM AND TUMBLR UGC
TERMS & CONDITIONS
Last Modified: April 2017
IMPORTANT – READ CAREFULLY. If a Coty brand has contacted you on Instagram or Tumblr requesting to use your posted content, please read these terms carefully. By responding to the message you received on Instagram or Tumblr with the hashtag #iapprove (the “Hashtag”), you or the organization or individual you represent are unconditionally consenting to be bound by and are becoming a party to this agreement (“Agreement”), including all of the terms herein in addition to the Coty Privacy Policy (https://www.coty.com/privacy-policy) and Terms of Use (to https://www.coty.com/terms-use) accessible at coty.com, which are hereby incorporated herein, with Coty Inc., its brands, licensors, licensees, subsidiaries, affiliates, service providers, contractors, partners, and each of their respective directors, employees, assignees, successors in interest, agents, and representatives (collectively, “Licensees”). You are also granting Licensees a license (described below) to use a photograph, video or other content that you posted on social media and other identifying information associated with your post, such as your name, username, image, likeness, caption, hashtags, location (and the name and image of any other person included in your submission), and additional content you may choose to provide, such as your name and email address (collectively, “User Content”) as described below. If you are not at least eighteen (18) years of age or you do not agree to all of the terms of this Agreement, do not use the Hashtag. If you are entering this Agreement on behalf of an organization or individual, you represent that you have the authority to do so.
License
You hereby grant to Licensees a non-exclusive, perpetual, royalty-free, irrevocable, transferable, worldwide right and license (including the right to sublicense to third parties) to use, reproduce, edit, display, adapt, distribute, transmit, perform, and otherwise use the User Content in connection with their marketing and promotion in any manner and in any media now known or hereinafter invented, including for example and without limitation, on Licensees’ and retailers’ websites and in social media, in marketing emails, and in paid social media advertisements. You agree that upon Licensees’ request, you will confirm your consent to this license and the other permissions granted herein in an affidavit or by other means requested by Licensees.
 
Licensees have the right to:
- remove, refuse to post, or take any other action with respect to any User Content for any or no reason in Licensees’ sole discretion;
- disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy;
- fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting User Content
- take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of this website; and
- terminate or suspend your access to all or part of Licensees’ sites or pages for any or no reason, including without limitation, any violation of this Agreement
Licensees do not undertake to review User Content, and cannot ensure removal or prompt removal of objectionable material after it has been posted. Accordingly, Licensees assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. Licensees shall have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
Representations and Warranties
You represent and warrant that: (i) you are 18 years of age or older; (ii) you own or control all rights in and to the User Content; (iii) if any third party has rights in the User Content, you have obtained all necessary licenses, rights, consents, and permissions to publish the User Content you submit and to grant the license described above to Licensees (for example, permission from all person(s) appearing in your User Content for their images to be used in this program without payment of any kind; (iv) you are legally entitled to post the User Content, and Licensees’ use of your User Content as described herein will not violate the rights, including but not limited to copyright, trademark, privacy, publicity or other proprietary rights, of any third party or any local, state, federal, foreign, and/or international laws or regulations, and (v) the User Content does not:
 
- contain any content that is libelous, defamatory, obscene, sexually explicit or pornographic, abusive, indecent, threatening, harassing, violent, hateful, inflammatory, offensive, discriminatory, likely to deceive, or otherwise objectionable; advocate, promote, or assist any illegal activity;
- impersonate any person or misrepresent your identity or affiliation with any person or organization;
- involve commercial activities or sales such as contests, sweepstakes, promotions, barter, or advertising; or
- give the impression that it is endorsed by Licensees or any other person or entity, if this is not the case.
Release
You hereby release, discharge, and agree to defend, indemnify and hold harmless Licensees from and against any and all liabilities, claims, damages, settlements, and expenses, including attorneys’ fees, arising from (i) allegations that, if true, would constitute a breach by you of any term of this Agreement; (ii) Licensees’ use of the User Content; or (iii) any claims resulting from any action taken by Licensees during or as a result of investigations and from any actions taken as a consequence of investigations by either Licensees or law enforcement authorities. Licensees reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which case, in addition to fulfilling the obligations stated above, you shall assist and cooperate with Licensees in asserting any available defenses
Personal Information
You understand and agree that the User Content that you have submitted is deemed non-confidential and that Licensees have no obligation to maintain the confidentiality of any information, in whatever form, contained in any submission, except as provided herein or required by law. By responding to our request with the Hashtag, you are consenting to the collection by Licensees of any personal information associated with your User Content and to the transfer of such information to servers that may be located in other countries, or to affiliates or other trusted third parties based in other countries, so that they may process such information on Licensees’ behalf. By responding to our request with the Hashtag, or otherwise providing Licensees with personal information, you agree to such collection, use, disclosure, processing, and transfer of your information in accordance with this Agreement. If you do not agree to the collection, use and disclosure of your personal information in this way, do not use the Hashtag. If you wish to change your information, please send Coty Inc. an email or send a letter to: E-business Consumer Contact, Coty Inc., 350 Fifth Avenue, 17th Floor New York, NY 10118.
Miscellaneous
This Agreement represents the entire agreement between you and Licensees with respect to the subject matter hereof. Coty Inc. may update the terms of this Agreement, including the Coty Terms of Use and Privacy Policy, at any time without prior notice. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to the conflicts of laws provisions thereof. To the fullest extent permitted by law, you hereby expressly agree that any proceeding arising out of or relating to this Agreement shall be instituted and adjudicated in a state or federal court sitting in New York, New York. The provisions of this Agreement are severable and the invalidity or unenforceability of any provisions hereof shall not affect the validity or enforceability of any other provisions hereof.