Gallery Terms and Conditions

Please read these terms and conditions (“Agreement”), as they serve as a contract between you or the organization that you represent (“you” or “Participant”) and City Furniture, Inc. (hereby referred to as “City Furniture”, “cityfurniture.com”, “we”, “our”, “us”, or “Website”). In consideration for City Furniture permitting you to submit your content, photos, videos, content descriptions, associated data and metadata, and social media information (“User Generated Content” or “UGC”) to City Furniture, you hereby acknowledge and agree that upon submission of User Generated Content and/or by replying to our request for authorization with the hashtag #surething you shall be bound by this Agreement. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT SUBMIT USER GENERATED CONTENT OR REPLY TO OUR AUTHORIZATION REQUEST.

Participants agree, represent, and warrant to the following:

1. Prohibited Content.

Participant shall not submit any UGC that includes but is not limited to the following:

1. is known by you to be false, inaccurate, or misleading;
2. infringes any third party’s copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy;
3. violates any law, statute, ordinance or regulation, whether domestic or international;
4. is, or may reasonably be considered to be abusive, illegal, defamatory, libelous, indecent, hateful, racially or religiously biased or offensive, slanderous, indecent, obscene, pornographic, sexually explicit, unlawfully threatening or unlawfully harassing to any person or corporation;
5. encourages others to break any law, statute, ordinance, or regulation, whether domestic or international;
6. contains advertising, contains promotional items, or supports any commercial activity;
7. includes any information that references other websites or private biographical information; or
8. contains any computer viruses, worms, Trojan horses, spyware, malware, or other potentially damaging technologies, computer programs, files, or malicious code that could impact the operation of our website and related services and services of our partners to gathering UGC (collectively, the "Services") or any computer or other device.

Participant represents and warrants that the submitted UGC:

1. is known by you to be false, inaccurate, or misleading;
2. infringes any third party’s copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy;
3. violates any law, statute, ordinance or regulation, whether domestic or international;
4. is, or may reasonably be considered to be abusive, illegal, defamatory, libelous, indecent, hateful, racially or religiously biased or offensive, slanderous, indecent, obscene, pornographic, sexually explicit, unlawfully threatening or unlawfully harassing to any person or corporation;

We reserve the right to take any legally available action that we deem appropriate, in our sole discretion, including, without limitation, editing, removing, deleting, taking down or otherwise erasing your User Generated Content at any time without notice for any reason whatsoever. However, we are not obligated to take any action not required by law. We are not responsible or liable for the conduct or content of any user. We reserve the right, but have no obligation, to monitor or become involved in disputes between you and other users. We reserve the right, in our sole and absolute discretion, to remove without notice, or refuse to post any UGC.

2. Rights to User Generated Content.

With respect to all UGC that you seek to post or upload, you represent and warrant that the material is either original to you or that you have all the necessary rights, licenses, clearances, approvals, and consents needed from third parties in order for you to submit your UGC for you to comply with the terms of this Agreement. Your UGC should not contain any visible logos, phrases, or trademarks that belong to third parties, except that of City Furniture. Do not use any UGC that belongs to other people and pass it off as your own, including but not limited to any content that you might have found from other sources or social media pages. If anyone contributes to your UGC or has any rights to your UGC, or if anyone appears in the UGC, then you must also have their permission to submit such UGC to us. We may require, at any time, proof of permissions referred to above in a form acceptable to us. Failure to provide such proof may lead to, among other things, such UGC being removed from Services and any legal action.

3. Non-Confidentiality

By uploading or submitting your UGC through our Services, you agree that all UGC is no longer confidential, even if you mark it any way that states it is confidential. Your UGC will not be returned after it is submitted. City Furniture or any of its partners or affiliates do not assume any obligation or liability of any kind related to your UGC. Your UGC is subject to our Privacy Policy, and if submitted through Instagram, Instagram’s Privacy Policy, both of which may be updated from time to time without notice. Any communication through the internet is subject to data breaches, and may not be secure. Any data that you submit is at your own risk.

4. Age of Majority

By submitting your UGC to us, you confirm that you are at least 18 years of age.

5. License to User Generated Content and Likenesses

You retain ownership of all UGC and grant City Furniture a license in the UGC that is irrevocable, non-exclusive, assignable, sub-licensable, worldwide, perpetual, royalty-free, fully-paid for by fair and valuable consideration, to disseminate, reproduce, edit, record, exhibit, print, market, publish, analyze, or use for any purpose in any medium. You agree to waive any and all rights associated with “droit moral (moral rights)” now, or in the future. Any data, metadata, analytics, processed or edited files, or other types of data generated from UGC shall be owned exclusively by City Furniture. City Furniture has sole and absolute discretion in the manner and usage of all UGC submitted through the Services and all elements that are related to UGC usage. Any goodwill associated with UGC shall be inured solely and exclusively by City Furniture and shall not be challenged by you.

6. License to Likeness

Participants grant to City Furniture a license to use your likeness, biographical information, logos, trademarks and other intellectual property, image, and other information or data that is provided or obtained, that is irrevocable, non-exclusive, assignable, sub-licensable, worldwide, perpetual, royalty-free, fully-paid for by fair and valuable consideration to disseminate, reproduce, edit, record, exhibit, print, market, publish, analyze, or use for any purpose in any medium. Participant acknowledges and agrees that no money will be owed to any party as a result of posting UGC or any rights therein, whether part of the Services or otherwise. City Furniture nor its partners and affiliates are under no obligation to maintain or preserve any UGC. Participants agree not to assert any claims of any kind whatsoever arising from UGC.

7. Indemnification

Participant agrees to indemnify City Furniture and any partners or affiliates from any claims, including but not limited to claims in equity, damages, losses, or injuries related to the UGC or in violation of this Agreement, including any third party claims related to Participant’s obligations within this Agreement and in relation to the UGC.

8. Data Gathering

By accepting this Agreement, you also agree to City Furniutre’s Privacy Policy and consent to the collection and use of your data. Participant is not permitted to gather any information or data from City Furniture or UGC. If City Furniture identifies that any Participant is violating this Agreement, it may exercise any legal action permitted herein or available by law.

9. Governing Law

This Agreement shall be subject to and governed by the laws of the State of Florida, excluding its conflicts of law rules. The proper venue for any claims shall be the courts lying situated in Broward County, Florida.

10. DISCLAIMERS; LIMITATION OF LIABILITY

ALL SERVICES PROVIDED ARE PROVIDED “AS IS” AND “AS AVAILABLE”. CITY FURNITURE DISCLAIMS ANY AND ALL WARRANTIES, WITHOUT LIMITATION, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTIBILITY AND FITNESS FOR A PARTICULAR PURPOSE. CITY FURNITURE DOES NOT WARRANT THAT THE SERVICES FOR UPLOADING UGC WILL BE OPERATING AT A PARTICULAR SERVICE LEVEL, BE AVAILABLE AT ALL TIMES, FREE FROM ANY ERRORS OR MALICIOUS COMPONENTS, WORK WITH ALL SYSTEMS AND HARDWARE, OR MEET A PARTICIPANT’S REQUIREMENTS. PARTICIPANTS AGREE THAT THIS IS A COMPLETE RELEASE AND DISCHARGE OF ALL CLAIMS AND RIGHTS AGAINST CITY FURNITURE AND ITS AFFILIATES OR PARTNERS, AND THAT NO ACTION WILL BE TAKEN BY OR ON THEIR BEHALF WITH RESPECT TO ANY SUCH CLAIMS OR RIGHTS, IT BEING UNDERSTOOD THAT THIS RELEASE SHALL BE BINDING UPON PARTICIPANT’S HEIRS, EXECUTORS, ADMINISTRATORS, OR ANYONE CLAIMING BY OR THROUGH PARTICIPANT. THIS AGREEMENT AND ANY UGC SUBMITTED IS IN NO WAY SPONSORED, ENDORSED, ADMINISTERED BY, OR ASSOCIATED WITH INSTAGRAM OR ANY OTHER ORGANIZATION OTHER THAN CITY FURNITURE. CITY FURNITURE RESERVES THE RIGHT TO MAKE CHANGES TO THIS AGREEMENT AT ANY TIME WITHOUT NOTICE.