Terms Of Use

Last updated: July 2021

About Authentic Brands Group and These Terms of Use

Authentic Brands Group, LLC (together with its current and future parents, subsidiaries and affiliates, individually and collectively, “Company”) is a Delaware limited liability company. The Company websites and other digital platforms (collectively, the “Platform(s)”), including the Platforms at www.authentic.com and www.authenticnewsroom.com, are made available by Company. As used herein, the term Company (and “we”, “us” and “our”) refers to the Company, and the terms “you”, “your” or “user” refer to anyone who accesses or visits the Platform(s).

The following terms and conditions (the “Terms of Use” or “Terms”), including the terms and conditions of any other policies these Terms link or refer to, govern your access to, interaction with, and use of the Platform(s) and Company Material (hereinafter defined) contained thereon.

ACCEPTANCE OF TERMS

BY ACCESSING OR USING THE PLATFORM(S), YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS, AND THAT YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT ACCESS OR USE THE PLATFORM(S).

Updates to These Terms of Use

We reserve the right to change these Terms from time to time without notice to you. Any such changes will be effective upon the date of publication on the Platform(s).

Our Privacy Policy

The information collection, use and disclosure practices of the Platform(s) are set forth in Company’s Privacy Policy[SG1] , which is incorporated herein by this reference.

Use of Materials on the Platforms

Company has created the Platform(s) to provide you with information about Company. Whilst considerable effort has been made to ensure that the visual representations displayed on the Platforms are representative of the color, design and style, etc. of their original representations, slight variations, distortions and/or differences may be apparent when compared to such original representations. This may, for example, be due to technical issues such as your browser or computer settings. Accordingly, Company cannot be held liable for any such variations, distortions and/or differences in the images represented on the Platform(s).

Company Material

Unless otherwise stated, all Platform content (including, but not limited to, all audio, images, photographs, videos, video clips, illustrations, renderings, graphics, icons, texts, music, written content and software, including any person represented therein), code, data and other content on the Platform(s) (such as, without limitation, the design, layout, appearance, and organization of the contents of the Platforms) (collectively, “Company Material”) are owned by Company or licensed to us by third parties, or otherwise protected by law. In no event shall your use of the Platform(s) give you any title or other ownership rights in or to any Company Material (including, but not limited to, any copyrights, trademark rights, patent rights, database rights, moral rights, and other intellectual property and proprietary rights therein), nor shall it grant you any license to use or display the same except as expressly permitted herein.

Subject to these Terms, and provided that you fully comply with these Terms, we grant to you a non-exclusive, non-transferable, limited license to access, view, use and display the Company Material through the Platform(s) on your computer (or other electronic device) for your personal, educational and non-commercial use (“Permitted Use(s)”) only. No portion of the Platform(s) or Company Material may be copied, reproduced, republished, exploited, modified, downloaded, uploaded, transmitted, derived, exploited, distributed, communicated or used in any manner whatsoever, without the express prior written consent of Company or the applicable rights owner. In the event of breach of any of these Terms, your permission to use Company Material (solely as set forth herein) will automatically terminate and any unauthorized copies or variations made of Company Material must be immediately destroyed. Any unauthorized use of Company Material may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.

Trademark Notice

The trademarks, trade names, trade dress, logos and service marks (collectively the "Trademarks") that appear on the Platforms and/or in the Company Materials are the registered or unregistered trademarks of Company or others and may not be used unless expressly authorized by the applicable Trademark owner.

Copyright Notice

All content (including, without limitation, Company Materials) on the Platforms are either Copyright © Company or are licensed for use by Company. All rights are reserved. Please refer to the section above on Use of Materials on the Platforms.

User Accounts

In order to grant you access to certain features of our Platform(s) you may be required to register a user account by creating a unique username and password. The Platform’s information collection and use policies in connection with the registration of any such user account on the Platform(s) are set forth in our Privacy Policy (referenced above). You agree to provide only true, accurate, current and complete information, and you accept all responsibility for any and all information and activities that occur under your user account. Please note, we are under no obligation to verify the identity of any person using your account and we reserve the right, in our sole discretion and without notice to you, to suspend or terminate your user account as set forth in the section Termination and Suspension below.

Your Submissions and Unsolicited Communications

Company does not solicit or wish to receive any confidential or proprietary information or other materials from you. Any proposals, creative works, pictures, photographs, documents, letters, , designs, drawings, renderings, plans, techniques, demos, concepts, ideas, know-how, suggestions, methods, systems, questions, comments, criticisms, reports, reviews, ratings, feedback or other materials submitted or transmitted through the Platform(s) in any manner, including through social media, by electronic mail or otherwise, will be deemed non-confidential and non-proprietary and may be used by us in any manner consistent with these Terms of Use.

By submitting, uploading, posting or sending the unsolicited communications or materials described above on, to or through the Platform(s), you agree that:

(i) You grant Company a worldwide, royalty-free, perpetual, irrevocable, non-exclusive, unrestricted, sub-licensable and transferable, divisible license to use, reproduce, modify, publish, post, re-post or tag, edit, translate, distribute, perform, and display such communication(s) alone, or as a part of other works in any form, media, or technology whether now known of hereafter developed and to sublicense such rights to anyone;

(ii) Anything that you transmit may be used by Company and its affiliated companies for any purpose, including, without limitation, reproduction, disclosure, transmission, publication, broadcast, posting, tagging, developing, manufacturing and marketing purposes; and

(iii) You, on behalf of yourself and all of your predecessors, successors and assigns (including your kin and heirs) hereby waive any and all known or unknown: claims, charges, complaints, grievances, liabilities, obligations, promises, agreements, controversies, demands, actions, causes of action, suits, rights, judgments, damages, settlements, costs and expenses (including, without limitation, attorney’s fees and court costs), losses, debts, penalties, fees, wages, union contributions, medical costs, pain and suffering, mental anguish, emotional distress (collectively, “Claim(s)”), that you had, have or could have, against Company, its parent, subsidiary and affiliate entities, and each of their predecessors, successors and assigns, and all of their shareholders, owners, members, agents, representatives, officers, directors and employees (collectively, “Company Party(ies)”), whether alleged or not, for infringement of any intellectual property rights used by Company pursuant to these Terms of Use; and

(iv) We are not responsible for maintaining, and may delete or destroy, any unsolicited communications or materials that you provide.

You are prohibited from posting or transmitting to or from the Platforms any unlawful, infringing, threatening, libelous, defamatory, obscene, pornographic, or other material that would violate any law in the United States or any country in which you are located, including but not limited to copyright law and the Health Insurance Portability and Accountability Act of 1996.

Limitation of Liability

Company tries to ensure that the information provided is accurate and complete, however, Company does not warrant or represent that Company Material is accurate, error-free or reliable or that use of Company Material will not infringe rights of third parties. Notwithstanding anything contained herein to the contrary, you acknowledge that Company has not made, and is not making, any representation or warranty to you under these Terms of Use.

Company does not warrant that the functional and/or technical aspects of the Platforms or the Company Material will be error free or that the Platforms, Company Material or the servers that make them available are free of viruses or other harmful components. If use of the Platforms or Company Material results in the need for servicing or replacing property, material, equipment, data or other element, Company is not responsible for those costs. Without limiting the foregoing, everything on the Platforms is provided to you "AS IS" AND "AS AVAILABLE" AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, REASONABLE CARE AND SKILL, OR NON-INFRINGEMENT; COMPANY HEREBY EXPRESSLY DISCLAIMS ANY AND ALL SUCH WARRANTIES; AND YOU HEREBY ACCEPT THE SAME. Company and Company Parties make no warranties about the Company Material, software, text, downloads, graphics, and links, or about results to be obtained from using the Platforms.

TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, NEITHER COMPANY NOR ANY COMPANY PARTY SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, COMPENSATORY, PECUNIARY, NON-PECUNIARY, CONSEQUENTIAL, INCIDENTAL, LIQUIDATED, AGGRAVATED, PUNITIVE, EXEMPLARY, OR SPECIAL DAMAGES, OF ANY KIND, REGARDLESS OF THE FORM OR ACTION, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), ARISING OUT OF OR IN CONNECTION WITH THE USE THE PLATFORMS, THE USE OF INFORMATION AVAILABLE FROM THE PLATFORMS OR ANY LIABILITY RELATING TO ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS OR LOST DATA, EVEN IF WE, OR ANY COMPANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

Please note that in some jurisdictions consumer protection laws may not allow certain exclusions or limitation of warranties or liabilities, and consequently some of the above exclusions and limitations may not apply.

You specifically agree that you are solely responsible for your conduct on the Platforms, and you represent and warrant that: (i) you own the material provided by you or otherwise have the right to grant the licenses set forth in these Terms, and (ii) the posting of your material does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights or any other rights of any person. You shall indemnify, defend, and hold harmless us and all Company Parties from and against any and all direct and/or third-party Claims, and any Claims by any local, state or federal government or regulatory agency, authority or board, arising out of or in connection with any one or more of the following: (a) the breach by you of these Terms of Use, (b) the unauthorized or unlawful access or use of the Platforms by you or anyone using any of your user account credentials or other information to access or use the Platforms, and (c) any material provided by you (including, without limitation, Claims that the same violates the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights or any other rights of any person).

Links & Linking

The Platforms may contain links to other platforms operated by our affiliates or third parties. Please be advised that the inclusion of any link to such third party sites does not imply endorsement by Company of those sites. Company has not reviewed all of the content contained in the linked sites and is not responsible for the content or accuracy of any off-site pages or any other sites linked to any of the Platforms. If you choose to click through any link to off-site pages or third party sites then this is at your own risk. We encourage you to be aware of when you leave our Platforms and to read and comply with the terms and policies of any other digital platform that you visit.

Company does not authorize linking to any of its Platforms from a third party platform without its express prior written authorization. We may, in our sole discretion, insist that any link to a Platform be discontinued, and we may revoke any right you may have to link to the Platforms. The framing, mirroring, scraping or data-mining of the Platforms or any of the Company Material in any form and by any means is strictly prohibited.

Termination and Suspension

You agree that Company may terminate or suspend your access to and use of the Platforms if Company reasonably believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Use, or violated the rights of Company or any third party, with or without notice to you. You agree that Company may modify or discontinue providing any of the Platforms, with or without notice to you. You agree that Company will not be liable to you or any third party as a result of such modification or discontinuation. The sections entitled "Limitation of Liability" and "General Provisions" will survive termination of these Terms of Use.

General Provisions

Company makes no representation that Company Material is appropriate or available for use in every country of the world. You are responsible for compliance with applicable local laws, keeping in mind that access to Company Material may not be legal by certain persons or in certain countries and the Platforms may identify services that are not available worldwide.

If any term or provision, or any portion thereof, of these Terms of Use, as applied to either us or you, or any circumstance, for any reason shall be declared by a court of competent jurisdiction to be invalid, illegal, unenforceable, inoperative or otherwise ineffective, then: (i) such term or provision, or any portion thereof, shall be eliminated to the minimum extent necessary, such that such term or provision, or any portion thereof, shall be deemed not to form part of these Terms of Use, and (ii) if permitted by applicable law, such provision shall be reformed and rewritten so as to most closely reflect the intention of Company in preparing these Terms of Use, such that these Terms of Use shall otherwise remain in full force and effect and enforceable.

These Terms of Use set forth the entire agreement and understanding between you and us with respect to the subject matter hereof, in relation to the use of the Platform, and replaces, extinguishes and supersedes all prior agreements, draft agreements, arrangements, undertakings, collateral contracts, understandings, inducements and conditions of any nature made by you and us, whether express or implied, oral or written, except as herein contained. This Agreement may only be amended or modified by written agreement, duly executed by authorized signatories of, and delivered by, each of the Parties hereto. The express terms of these Terms of Use shall control and supersede any course of dealing or performance, and/or usage of trade, that is inconsistent with any of the terms hereof.

A waiver by Company of any term or provision of these Terms of Use, or any portion thereof, or the waiver by Company of any breach or default of, or rights under, these Terms of Use, shall: (i) only be effective if signed by an authorized signatory of Company, (ii) not bar the exercise of the same right on any subsequent occasion or any other right at any time, and (iii) not constitute a continuing waiver of such or any other term, provision, breach, default or right. Neither the failure of nor any delay on the part of Company to exercise any right, remedy, power or privilege under these Terms of Use shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege.

You shall not assign, sub-license, encumber or transfer these Terms of Use or any of your rights or obligations hereunder, directly or indirectly, whether pursuant to any change of ownership, control or otherwise, without our prior written approval, which may be granted or withheld in our sole discretion. Any attempted assignment sub-license, encumbrance or transfer by you in violation of the foregoing shall be void and of no force or effect. We shall have the right to assign, encumber and/or transfer any or all of our rights and/or obligations under these Terms of Use, in any form or manner, without the knowledge, consent or approval of you. These Terms of Use shall be binding upon and inure to the benefit of both you and us, to and each of our respective successors and permitted assigns.

Applicable Law and Jurisdiction

These Terms of Use and the legal relations between us and you shall be governed by and construed in accordance with the laws of the State of New York applicable to such agreements wholly made and to be performed within New York, notwithstanding any conflict of law provisions to the contrary. Except that we may bring: (i) an equitable proceeding in any jurisdiction where appropriate by reason of its subject matter, and/or (ii) any proceeding in any jurisdiction where appropriate by reason of your domicile and/or minimum contacts with such jurisdiction: any other action relating to any dispute, controversy or claim arising out of or in relation to the Terms of Use, but not limited to, the validity, invalidity, breach or termination thereof, shall be brought in courts located in New York County, New York, and you submit to the personal jurisdiction of such courts.

Contact Us

If you have any questions or comments about these Terms of Use, or matters generally, please contact us at the address provided below.

info@authentic.com