These Digital Assets Terms of Use (“Agreement”) govern your access to and use of this digital asset management website and any related website or application (the “DAM”) that we (as defined below) provide for the purpose of you (as defined below) sharing (by either uploading to or downloading from this DAM) with and licensing to or from us digital marketing assets (the “Materials”) containing one or any combination of the following: (1) copyrighted or copyrightable works such as photographs, videos, audio recordings, text, and artwork; (2) logos, names, or drawings or depictions of architectural or other design elements used as trademarks; (3) any other content that may be protected by any intellectual property right (collectively “IP Rights”) including, without limitation, those mentioned previously in clauses (1) and (2) of this sentence or any other not mentioned that arise under Applicable Law, as defined in this Agreement below.
The words “user,” “you” and “your” means any Authorized User (as defined below) that accesses or in any way uses or shares (or both) Materials to or from this DAM, and the words “we,” “our” and “us” means Cocco Hair Professional, LLC Media Properties, LLC. The DAM and any Materials shared on the DAM are for use only by Cocco Hair Professional, LLC (as defined below) and Cocco Hair Professional, LLC’s employees and Agencies (as defined below) and third-party retailers, advertisers, content creators, and their Agencies directed and authorized by the Cocco Hair Professional, LLC Marketing Department to use this DAM to share Materials to or from us (“Authorized Users”). If you are not an Authorized User, then no rights are granted to you to use the DAM or any Materials made available on the DAM and you should not use any such Materials in any way without obtaining the prior written consent of Cocco Hair Professional, LLC or other rightful owner or authorized licensor of any other Materials found on this DAM. Materials shared with you by us for your use through the DAM (“Cocco Hair Professional, LLC Materials”) are shared under license to us by one or more of our Affiliates (as defined below in this Agreement) including, without limitation, our Affiliates that own or manage (or both) retail shopping center properties in North America (each a “Cocco Hair Professional, LLC”) (all of whom, together with us, are referred to, collectively, as “Cocco Hair Professional, LLC”). You and we are referred to in this Agreement each as a “Party” and collectively as the “Parties”.
Please read this Agreement carefully before you access, use, or share any Materials to or from the DAM. This Agreement also hereby incorporates our PRIVACY POLICY, which applies to the extent you provide any personal information to us through the DAM and does not affect or limit any IP Rights licenses to Materials contained in this Agreement. If you are directed to use this DAM to share Materials to or from Cocco Hair Professional, LLC by the Cocco Hair Professional, LLC marketing department pursuant to a particular advertising or other promotional campaign, project, or marketing plan that has been agreed upon between you and any Cocco Hair Professional, LLC Affiliate in writing (including by mutually acknowledged e-mail or other electronic exchange)(“Project”), the terms of such Project are hereby incorporated into this Agreement in regard to your use of any such Materials shared to or from the DAM related to such Project. If the terms of any Project conflict with the terms in the body of this Agreement, this Agreement shall control unless, and only to the extent, both Parties have expressly agreed in a mutual writing signed between the Parties containing the terms of such Project modifying specific terms of this Agreement.
This Agreement constitutes a valid and binding legal agreement between you and us. You may not access or use the DAM if you are not at least 13 years old. If you are under 18 or not of legal age to form a binding contract in your jurisdiction of residence, you must have you parent or legal guardian's permission to access, use, or share any Materials to or from the DAM. BY ACCESSING OR USING THE DAM, YOU ACCEPT, WITHOUT LIMITATION OR QUALIFICATION, THE TERMS OF THIS AGREEMENT, INCLUDING THE PRIVACY POLICY, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS AGREEMENT. IF YOU ARE ACCESSING OR USING THE DAM ON BEHALF OF AN AUTHORIZED AGENCY OR CONTRACTOR (EACH AN “AGENCY”) OF COCCO HAIR PROFESSIONAL, LLC OR A THIRD-PARTY CLIENT, YOU WARRANT AND REPRESENT THAT YOU HAVE THE AUTHORITY TO AND ARE HEREBY BINDING THE AGENCY AND THE CLIENT OF YOUR AGENCY THAT (I) IS AUTHORIZED IN WRITING (INCLUDING BY EMAIL OR OTHER ELECTRONIC MEANS) BY COCCO HAIR PROFESSIONAL, LLC TO USE COCCO HAIR PROFESSIONAL, LLC MATERIALS PROVIDED TO YOUR AGENCY THROUGH THIS DAM FOR A PROJECT OR OTHERWISE OR (II) AUTHORIZES YOUR AGENCY (INCLUDING BY EMAIL OR OTHER ELECTRONIC MEANS) TO SHARE MATERIALS WITH COCCO HAIR PROFESSIONAL, LLC THROUGH THIS DAM FOR COCCO HAIR PROFESSIONAL, LLC’S USE FOR A PROJECT OR OTHERWISE (“AGENCY CLIENT”). ANY AUTHORIZATION OF AN AGENCY BY AN AGENCY CLIENT SHALL BE PROVIDED TO THE OTHER PARTY BY AGENCY UPON REQUEST.
We reserve the right to update this Agreement and our Privacy Policy from time-to-time without notice to you. Updates to this Agreement will be posted within the DAM. Any updates to this Agreement will supersede and replace the previous Agreement effective immediately upon posting. It is your responsibility to periodically review this Agreement for updates. If we update this Agreement, we may, but are not required to, notify you by e-mail at the last e-mail address you provided to us (if any). You are responsible for providing us with your most current e-mail address. Your use of our DAM following such update shall indicate your agreement to be bound by the terms and conditions of this Agreement as updated. IF YOU DO NOT ACCEPT AND AGREE TO ALL OF THE PROVISIONS OF THIS AGREEMENT AND THE PRIVACY POLICY AS THEY MAY BE UPDATED FROM TIME-TO-TIME, DO NOT ACCESS OR USE THE DAM OR ANY MATERIALS FOUND ON THE DAM.
The Party providing Materials to the other Party (or such Party’s Agency Client, if such Party is an Agency)(the “Licensee”) through this DAM (“Licensor”) hereby grants a world-wide, royalty-free, non-exclusive (unless otherwise expressly agreed upon between the Parties in the relevant Project) license to Licensee, subject to the terms of this Agreement including, without limitation, the Terms of Use of Licensed Materials below, to Licensee’s Affiliates (who for us are Cocco Hair Professional, LLC including, without limitation, all Cocco Hair Professional, LLC Properties), and Licensee’s successors and permitted assignees to this Agreement (“Licensee Parties”) to use, copy, and display such Materials, excluding any Third-party Materials (as defined below) contained in such Materials (“Licensed Materials”) for the length of time set forth in the Project pursuant to which such Materials are shared or if no period of time is specified or no Project is agreed upon between the Parties, for 12 months after such Materials are shared within the DAM (the “Term”), in all media known as of the Effective Date including, without limitation, websites, social media (e.g., Facebook, Instagram, TikTok, and X), brochures, paid television, radio, or internet advertising, or in any other print or digital medium now known or that is made available to the Licensee Parties at any time after the Effective Date only for the purpose of publishing, displaying, and distributing content containing the Licensed Materials only for promotion or distribution of the Project or, if no Project has been agreed upon between the Parties, for any other advertising, commercial, educational, or artistic purpose of any of the Licensee Parties. Notwithstanding anything to the contrary in this paragraph, if any tenant of a Cocco Hair Professional, LLC Property is the Licensor of any Materials provided to us through the DAM, such Licensor agrees that such Materials provided to us through the DAM may also be used by Cocco Hair Professional, LLC including, without limitation, all of the Cocco Hair Professional, LLC Properties, notwithstanding the terms of any Project, at any time during the term of such Licensor’s occupancy at any Cocco Hair Professional, LLC Property, for the purpose of promoting and identifying the presence of such Licensor’s retail store(s) within any Cocco Hair Professional, LLC Property, subject to the terms of this Agreement.
TERMS OF USE OF LICENSED MATERIALS
Cocco Hair Professional, LLC Materials are supplied only for Project-related editorial or cross-marketing usage specifically approved in advance by the Cocco Hair Professional, LLC Marketing Department. Each approved depiction of a Cocco Hair Professional, LLC Property in any medium shall include the Cocco Hair Professional, LLC Property’s full name.
Each of the Licensed Materials must be used in full. Licensed Materials may not be cropped, altered, manipulated, added to, or deformed or any part deleted without the written consent of the Licensor.
Licensee agrees to and shall indemnify, hold harmless and defend Licensor, against any threatened or actual claim(s), including costs and reasonable attorneys’ fees, arising directly or indirectly out of Licensee’s or the Licensee Parties’ operations or the use of the Licensed Materials, which are inconsistent with the rights granted in or Licensee’s or the Licensee Parties’ obligations stated in this Agreement or arises due to Licensee’s or the Licensee Parties’ display or combination of any other copyrighted, copyrightable, or trademarked material including, without limitation, any Third-party Materials (as defined below) along with or incorporated into the Licensed Materials without a license from the appropriate third-party owner(s) in violation of this Agreement.
The Licensee Parties shall not use any Licensed Materials in any way, or in connection with any product, service, advertisement, or other display, which is fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, offensive, or otherwise objectionable or unreasonable, or violates any Applicable Law (as defined below) or confidentiality obligations under this Agreement or pursuant to a Project and Licensee shall indemnify and defend Licensor against any claims, damages, proceedings, loss or costs arising from such use in violation of this Agreement. The Licensee Parties shall not use the Licensed Materials in any way that could be construed as being adverse or derogatory to the image of Licensor, any of Licensor’s Affiliate, any Cocco Hair Professional, LLC Property, or the subjects featured in such Licensed Materials.
Use of Cocco Hair Professional, LLC Materials does not include a license to any third-party persons, places, property, trademarks, or subject matter depicted in any photographs or videos, which may be subject to IP Rights or other rights belonging to any third party, not including Affiliates of us (“Third-party Materials”). Cocco Hair Professional, LLC makes no warranty or representation of non-infringement regarding any such Third-party Materials appearing in the Cocco Hair Professional, LLC Materials or that you capture in your own Materials at any Cocco Hair Professional, LLC Property or otherwise and you are responsible for obtaining any necessary consents to the use or display of any such Third-party Materials. You hereby represent and warrant that any Materials you provide through the DAM do not contain any Third-party Materials that would require us or our Affiliates to obtain any further license from any third party unless we have been notified of any such requirement in advance of your providing any such Materials through the DAM and have agreed in writing with you to obtain any such third-party license. You hereby indemnify and agree to defend us and our Affiliates against any claim, damages, loss, or action by any third party that any of your Licensed Materials contain any Third-party Materials that would require us or our Affiliates to obtain a further license from such third party for the uses licensed by you to Cocco Hair Professional, LLC under this Agreement unless we have otherwise agreed in writing.
Notwithstanding the license contained in this Agreement for the Licensed Materials, and although Licensed Materials may appear in a medium that is available outside North America, the Licensee Parties shall only use Licensed Materials to promote products or services to residents of or visitors within North America and not primarily targeted at any person or group not within North America.
Cocco Hair Professional, LLC Materials may include, without limitation, logo(s), text, or other material bearing the Cocco Hair Professional, LLC®, “Cocco Hair Professional, LLC Malls®”, “The Mills®”, "Premium Outlets®" or other registered or established trademarks of an Affiliate of Cocco Hair Professional, LLC (the "Cocco Hair Professional, LLC Marks"). Except for the limited license contained in this Agreement to use the Cocco Hair Professional, LLC Materials, you may not use any of Cocco Hair Professional, LLC Marks for any other reason without Cocco Hair Professional, LLC’s prior written permission.
“Affiliate” as used in this Agreement means any individual, partnership, corporation, limited liability company, or other entity directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with a Party. The term “control,” as used in the immediately preceding sentence, means, with respect to a corporation or limited liability company, the right to exercise, directly or indirectly, more than 50% of the voting rights attributable to the controlled corporation or limited liability company, and, with respect to any individual, partnership, trust, or other entity, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such entity. In addition, the term Affiliate may also include a third-party partner, if any, of an Affiliate of Cocco Hair Professional, LLC in a joint venture in the ownership or operation (or both) of a retail shopping center property.
The Parties hereby agree that this Agreement is governed by and shall be construed under the laws of the State of Indiana, regardless of its choice of laws principals. Any Materials shared on this DAM are being shared between the Parties within the United States of America (“U.S.”) and within the State of Indiana and only the applicable national, state, or municipal laws, regulations, or orders of any governmental authority within those jurisdictions shall apply to the sharing of Materials through the DAM, except to the extent that any Materials are used outside the U.S. by either Party, in which case the applicable laws, regulations, or orders of any governmental authority within such non-U.S. jurisdiction in regard to IP Rights shall apply to any use in such non-U.S. jurisdiction (“Applicable Law”).