Revision 1.0. Effective May 15, 2017.
The VienneMilano Community Photographers Program (hereinafter the "VMCPP") is a collaborative effort of between VienneMilano, the first luxury hosiery brand in the USA dedicated to thigh-high stockings and participating photographers. Participation in the VMCPP is subject to acceptance of the terms and conditions of this agreement (the "Agreement") which is made by and between VienneMilano LLC (hereinafter "VM"), a Delaware Limited Liability Company, and each photographer who applies to participate in the VMCPP (hereinafter each a "Photographer").
The VMCPP is open to professional, semi-professional and amateur photographers from anywhere in the world. Applications to the VMCPP can be submitted on a dedicated [application form] published on the VM website. All applications to the VMCPP received by VM are usually reviewed within five (5) business days. Upon completion of such review, the Photographer will be notified as to whether the application has been approved or rejected.
2. STARTER'S KIT
In case of approval, a Starter Kit will be mailed from VM to the Photographer. Such Starter Kit will include the following: sample VM hosiery products, a copy of this Agreement, guidelines on how models should wear VM hosiery products, guidelines on photography of VM hosiery products, and a coupon code granting a non-transferable third-percent (30%) discount to Photographer for all future purchases of VM products on the VM website.
3. OBLIGATIONS OF PHOTOGRAPHER
3.1. CREATION OF WORKS
Photographer agrees to create professional photographic work featuring models wearing VM hosiery products (hereinafter each a "Work" and collectively the "Works"). Photographer agrees that all Works shall be created in accordance with the following rules: 1) all Works must feature one or more model(s) who all shall be natural born females of age eighteen (18) or more at the time of the photo shoot(s); photographer agrees to verify each model's age and gender by the means of a government-issued photo ID; 2) in order not to disparage VM's reputation as a luxury brand known for its elegance and style, Photographer agrees to avoid any and all of the following from all Works: partial or full frontal nudity, erotic or sexually suggestive themes, cosplay, obtrusive tattoos and/or piercings, and any other element which may negatively affect the VM brand; 3) Photographer agrees to ensure, to the best of Photographer's ability, that VM hosiery products are worn correctly by the featured model(s), in accordance to the instructions included in the Starter Kit and posted, from time to time, on the VM website.
3.2. DISTRIBUTION AND ATTRIBUTION OF WORKS
Photographer agrees that any Works which are published, posted, or otherwise distributed shall credit VM via the use of hashtag #VienneMilano and other suitable descriptors, links, or references, as may be reasonably requested by VM from time to time. Furthermore, Photographer agrees to promptly remove any such attribution, from any Work or Works, upon reasonable request by VM to do so, such as in case of violation of the rules per §3.1 hereinabove.
Upon publication of any Work, Photographer agrees to automatically grant a perpetual, royalty-free, transferable license to use, reproduce, or modify such Work to VM.
Photographer agrees to indemnify and hold VM, its affiliates, and their respective officers, directors, employees, advisors, agents, licensors, and suppliers (each, an "Indemnitee") from and against any and all liabilities, claims, expenses, damages and losses, including legal fees, to which any such Indemnitee may become subject to in connection with the VMCPP and/or the Works, including any claims which may be brought against such Indemnitee by any model(s), or model(s)'s agent(s), or other third-party related to or engaged by Photographer in connection with the VMCPP or the Works.
4. OBLIGATIONS OF VIENNEMILANO
VM may, at its sole discretion, decide to modify, use, reproduce, publish, post, or otherwise distribute one or more of the Works created by Photographer, for the purpose of cross-promoting the VM brand and its hosiery products, as well as the Photographer. In such event, VM shall credit the Photographer, via the use of a hashtag and/or other suitable descriptors, links, or references, as may be reasonably requested by Photographer from time to time.
5. NO MONETARY COMPENSATION
VM and Photographer agree that the VMCPP is a collaborative effort intended to cross-promote the VM brand and its hosiery, on the one hand, and the Photographer and the Photographer's Works, on the other. Both VM and Photographer agree that distribution and attribution of the Works is good and sufficient consideration for participation in the program. VM and Photographers further agree that there shall be no monetary consideration whatsoever to be exchanged or due as a result of participation in the VMCPP.
6. OTHER PROVISIONS
6.1. COMPLETE TERMS
This Agreement constitutes the whole legal agreement between VM and Photographer with respect to the VMCPP and the Works, and governs Photographer's participation in the VMCPP and completely replaces any prior agreements between VM and Photographer in relation to the VMCPP. Notwithstanding the foregoing, Photographer understands that VM may make changes to this Agreement from time to time, which shall be posted on the VM website. Photographer agrees that VM is under no obligation to provide Photographer with notices regarding changes such changes to the VM, which will become effective thirty (30) days after being posted on the VM website. Photographer understands that it is Photographer's responsibility to check the language of this Agreement, as posted on the VM website, regularly, for any changes.
6.2 MODIFICATIONS TO THE VMCPP
VM is constantly innovating in order to provide the best possible experience for its clientele. Photographer acknowledges and agrees that the form and nature of the VMCPP which VM provides may change from time to time and without prior notice to Photographer. Photographer further acknowledges and agrees that VM may stop (permanently or temporarily) providing the VMCPP (or any features within the VMCPP) to Photographers or generally at VM's sole discretion and without prior notice to Photographer.
6.3. NON-WAIVER OF RIGHTS
You agree that if VM does not exercise or enforce any legal right or remedy which is contained in this Agremeent (or which VM has the benefit of under any applicable law), this will not be taken to be a formal waiver of any of VM's rights and that those rights or remedies will still be available to VM.
If any court of law, having the jurisdiction to decide on this matter, rules that any provision of this Agreement is invalid, then that provision shall be altered or removed from the Agreement without affecting the rest of this Agreement. The remaining provisions of this Agreement will continue to be valid and enforceable. 6.5. GOVERNING LAW AND FORUM
This Agreement, and Photographer's relationship with VM under the Agreement, shall be governed by the laws of the Commonwealth of Massachusetts. Photographer and VM agree to submit to the exclusive jurisdiction of the Commonwealth of Massachusetts courts in Boston, Massachusetts, and waive any claim or defense of inconvenient forum or lack of personal jurisdiction in such forum under any applicable law or decision or otherwise.