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[title]1) Please read the following terms and conditions (the “Terms”) carefully, which form a binding agreement between you (“you” or the “User”) and Time Out America LLC (“we” or “Time Out”). These Terms are effective immediately for those who have agreed by way of checking the appropriate box to be a Time Out Tastemaker. You and Time Out may be collectively referred to as the "Parties" or individually as a "Party".
2) Your acceptance of our offer to participate in the Time Out Tastemaker Program in order to become a Tastemaker is conditional upon your acceptance of these Terms.
3) By becoming a Tastemaker and being part of the Time Out Tastemaker Program, you agree to write between 8 and 10 user reviews (“Reviews”) every month.
4) These Terms are an extension of, and must be read in conjunction with, Time Out’s standard terms and conditions (the “Standard Terms”) and when you agree to become a Tastemaker, you also agree to adhere to the Standard Terms, found at http://www.timeout.com/newyork/terms-conditions.
5) If you do not agree to the Terms and the Standard Terms in their entirety, then you may not participate in the Time Out Tastemaker Program.
Definitions
6) “Site” means Time Out’s websites and mobile applications.
7) “Tastemaker” means a member of the public selected by Time Out to help write user review content on the Site.
8) “Time Out Event” means an event, gathering or meet-up that is organized and hosted by Time Out.
The Reviews
9) General guidelines that will give you an idea of what Time Out is looking for in its Reviews can be found at: http://www.timeout.com/london/tastemakers/how-to-write-a-review.
10) You may not appoint a substitute to produce the Reviews under these Terms.
11) You represent and warrant that:
(i) You are the author and first owner of any and all intellectual property rights, including, but not limited to, the copyrights in the Review and have full right and title to grant to Time Out the rights hereby granted;
(ii) You are over the age of 18;
(iii) You have read, understood and agreed to be bound by the Terms and Standard Terms and agree to abide by these at all times while fulfilling the duties of a Tastemaker;
(iv) Your Review is a first-hand description of an experience that you had at a restaurant, event, bar, venue, shop, attraction or exhibition;
(v) Your Review is based on your own experience and genuine opinion;
(vi) You have no personal or business relationship with what you are reviewing and have not been offered any incentive or payment to write the Review;
(vii) The materials included in the Review comply with all applicable laws and any other applicable laws, regulations, regulatory policies, guidelines or codes in each case from time to time in force, including all such guidelines and codes issued by statutory, regulatory and industry bodies;
(viii) The materials included in the Review do not infringe the intellectual property rights or proprietary rights of any third party;
(ix) The materials included in the Review are not defamatory, libelous, obscene or otherwise offensive and do not breach the privacy, confidentiality or other statute or common law rights of any third party; and (x) The materials included in the Review include information which is accurate at the time it is delivered to Time Out.
12) Reviews must not contain any links to websites or social media pages with which you are affiliated.
13) Time Out expects all Tastemakers to write between 8 and 10 Reviews per month (the “Monthly Requirement”).
14) Time Out will contact you if you repeatedly fail to meet the Monthly Requirement and reserves the right to remove you from the Time Out Tastemaker Program for failing to meet the Monthly Requirement or for any other reason, in its sole and absolute discretion.
15) Time Out has a zero tolerance policy with regard to fake Reviews and if a Review is deemed to be untrustworthy, Time Out wholly reserves its right to remove such a Review without further notice to you.
16) Should you come to believe that any part of the Review might attract complaints and/or legal concerns, you shall contact Time Out for advice as soon as practicable and shall provide such assistance as Time Out requires.
17) Time Out accepts no liability whatsoever regarding the Review, including, but not limited to, any unauthorized use of the Review.
18) For the avoidance of doubt, Time Out reserves the right to remove a Review for any reason in its sole discretion.
19) By agreeing to these Terms and the Standard Terms you consent to Time Out processing your personal data for legal, administrative and management purposes related to you providing Time Out with the Review and in order to comply with legal requirements and obligations to third parties. Time Out may make such information available to its affiliates, those who provide products or services to Time Out and its affiliates, partners and third parties’ service providers. You consent to the transfer of your personal data to Time Out and its affiliates in connection with these Terms and/or the Standard Terms.
Time Out Events
20) You may be required to participate in publicity while attending a Time Out Event, which may include having your photograph taken, or being filmed, for promotional and/or press purposes.
21) If you take any photographs or videos (the “Footage”) at a Time Out Event or use the social hashtag #TOTastemaker to share them, you are hereby authorizing Time Out to use them. Copyright in all Footage submitted to Time Out remains with you, however you agree that by submitting the Footage to Time Out, you are granting Time Out a royalty free, perpetual, irrevocable, worldwide license to use and republish the Footage. This may include displaying the Footage on the Site, sharing through social media and publication by Time Out worldwide in any of its publications, websites and/or in any promotional material. You agree that we may cut, edit or arrange the Footage where appropriate to appear in print or online.
22) If applicable, you are responsible for ensuring that you are physically able to take part in any Time Out Event and for ensuring that you are wearing the appropriate attire (including footwear) when taking part in a Time Out Event.
23) Time Out accepts no liability for any loss or damage or personal injury (with the exception of death or personal injury caused entirely by Time Out’s own negligence) suffered or sustained in connection with the Time Out Tastemaker Program and/or any Time Out Events.
Your Status
24) You are an independent contractor and this Agreement does not create an employment relationship, agency, partnership, or joint venture relationship between Time Out and User. Time Out has sole responsibility for activities of Time Out and its personnel, and you shall have no authority and shall not represent to any third-party that you have the authority to bind or otherwise obligate Time Out in any manner.
25) You may terminate your participation in the Time Out Tastemaker Program at any time by sending a request to Nytastemakers@timeout.com, with “Termination” in the subject line.
Rewards
26) Time Out may on occasion release rewards, which could include (but which are not limited to) tickets to events, discount vouchers for restaurants, etc. (the “Rewards”).
27) If offered by Time Out, the Rewards will be available for you to claim and will be selected at random by ballot.
28) Time Out is under no obligation to offer Rewards and does not guarantee that you will be given one.
29) Time Out will set out the details of any Rewards that it may offer via email.
General Legal
30) Time Out reserves the right to deny you access to a Time Out Event or terminate your participation in the Time Out Tastemaker Program if you fail to abide by these Terms or the Standard Terms or for any reason, without notice or incurring any liability whatsoever.
31) Time Out reserves the right to modify, update, or discontinue the Time Out Tastemaker Program at its sole discretion, at any time, for any or no reason, and without notice or incurring any liability.
32) You shall defend, indemnify and hold harmless Time Out and its affiliates and each of its respective officers, directors, employees, and agents from and against any demand, or any civil, criminal, administrative, or investigative claim, action, or proceeding (including arbitration) asserted, commenced or threatened against an entity or person (a “Claim”) brought by a third party, regardless of the merit of such Claim, to the extent that it is based on any assertion arising out of a breach or alleged breach of your obligations under these Terms and/or the Standard Terms. You shall pay all judgments, awards, settlements, liabilities, damages, liens and claims, and all related costs, expenses and other charges suffered or incurred as a result of or in connection with a Claim, including reasonable attorneys' fees and disbursements, costs of investigation, litigation, settlement and judgment, and any taxes, interest, penalties and fines with respect to any of the foregoing (“Losses”) incurred by Time Out with respect to any Claim subject to indemnification hereunder.
33) Time Out reserves the right to amend these Terms and/or the Standard Terms and will use reasonable efforts to make any amendments known to you.
34) Headings. The section headings used in these Terms are intended for reference purposes only and shall not affect the interpretation of these Terms.
35) Waiver. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy under these Terms shall operate as a waiver thereof.
36) Remedies Not Exclusive. Except as expressly set forth herein, no remedy hereunder is intended to be exclusive of any other remedy available hereunder or at law or in equity.
37) Severability. If any provision of these Terms are held to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall apply only to such provision. The illegality, invalidity, or unenforceability of such provision shall not in any manner affect or render illegal, invalid or unenforceable any other provision of these Terms, and that provision, and these Terms generally, shall be reformed, construed and enforced so as to most nearly give lawful effect to the intent of the Parties as expressed in these Terms. The fact that any provision of these Terms are held to be illegal, invalid or unenforceable in a particular jurisdiction shall have no effect upon the legality, validity, or enforceability of such provision in any other jurisdiction.
38) Non-Exclusivity. These Terms are non-exclusive. Nothing in these Terms restricts either Party from developing, marketing, selling, licensing, and/or distributing its products or services, or products and services similar to those of the other Party, in the normal course of business or through its standard sales channels.
39) No Strict Construction. If an ambiguity or question arises with respect to any provision of these Terms, these Terms will be construed as if drafted jointly by the Parties and no presumption or burden of proof will arise favoring or disfavoring either Party by virtue of authorship of any of the provisions of these Terms.
40) Force Majeure. Neither Party shall be liable for any failure or delay in the performance of any of their respective obligations if prevented from doing so by a Force Majeure Event. “Force Majeure Event” means (i) floods, earthquakes, or other similar elements of nature or acts of God; (ii) riots, civil disorders, rebellions or revolutions in any country; or (iii) any other cause beyond the reasonable control of the non-performing Party, provided the non-performing Party is without fault in failing to prevent or causing such default or delay, and such default or delay could not have been prevented or circumvented by the non-performing Party through the reasonable use of alternate sources, workaround plans or other reasonable precautions.
41) Notices. All notices and other communications required or permitted to be given to a Party pursuant to these Terms shall be in writing, and shall be deemed duly given (i) on the date delivered if personally delivered, (ii) on the business day after being sent by Federal Express or another recognized overnight courier service which utilizes a written form of receipt for next day or next business day delivery in each case addressed to the applicable Party at the address provided to Time Out by the Party if required; provided that a Party hereto may change its address for receiving notice by the proper giving of notice hereunder. A copy of any notice to Time Out shall be sent to 475 Tenth Avenue, 12th floor, New York, NY 10018, with a copy to legal@timeout.com.
42) Publicity. User hereby grants Time Out the right to use User’s name and any trademarks or service marks used in connection with User’s name in advertising and promotional material of Time Out.
43) Governing Law/Jurisdiction/Attorneys' Fees. This Agreement, and all matters arising directly or indirectly from this Agreement, shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws rules applicable to contracts to be performed entirely within the State of New York. For all such matters, each Party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in the County of New York, State of New York and waives any jurisdictional, venue, or inconvenient forum objections to such courts. The prevailing Party in any litigation shall be entitled to recovery of its reasonable attorneys' fees from the other Party in addition to any other award of damages from the court.
44) Entire Agreement. These Terms and the Standard Terms constitute the entire agreement of the Parties with respect to the subject matter hereof and supersedes any and all existing or prior agreements and communications, whether written or oral, relating to the subject matter hereof. No modification of these Terms shall be effective unless it is in writing and signed by an authorized representative of each Party.
45) Survival. The obligations under sections that contemplate performance or observance subsequent to termination or expiration of these Terms shall survive the expiration or termination of these Terms.