These Submitted Content Terms (the “Terms”) apply to the Submission Content you (“Submitter” or “you”) make to Design Milk Holdings, LLC (“Publisher”), an affiliate of Sandow Companies, LLC (“Company”). These Terms apply to all Submission Content (as defined below), and are supplemental to Publisher’s rules, guidelines, and expectations (the “Publication Rules”) which apply with equal force and effect. If you choose to provide Publisher with Submission Content, you agree to be bound by these Terms. To the extent the content of these Terms and the Publication Rules conflict, these Terms control over the Publication Rules.

Now, therefore, Submitter and Publisher agree as follows:

1. Licenses

Submitter hereby grants an irrevocable, perpetual, worldwide, non-exclusive, royalty-free license to Publisher, Company, and all affiliates thereof (collectively, “Sandow”) to reproduce, disseminate, distribute, exhibit, publicly display, post, perform, create excerpts from, create derivative works from in similar or different contexts, and otherwise use and exploit, including without limitation, by printing, publishing or broadcasting (collectively, “Use”) the submissions and any photos, renderings, written content, audio content, video content, and other materials included in the editorial submissions and any post-submission participation by Submitter with Sandow publication staff (all such content collectively, “Submission Content”). For the avoidance of doubt, the affiliates of Publisher and Company shall include, but are not limited to, Design Milk Holdings, LLC, Luxe Media Group, Interior Design Media Group, LLC, Metropolis Media Group, LLC, Leaders Magazine, LLC, Architizer, Inc., and Media Jet, LLC.
Each Submitter additionally permits and consents, on the same terms as the paragraphs above and to the extent allowable under these Terms, the Publication Rules and applicable law for Sandow, the Use of each Submitter’s submission materials (including name, employer, portrait, picture, voice, likeness and biographical information), and excerpts from same, in any media now or hereafter known, including without limitation, printed media, video, audio, and digital platforms, for no additional compensation.
Submitter, for itself and any other creator(s) or persons involved in their Submission Content, waives all attribution, integrity, and moral rights in the Submission Content and further consents to Sandow altering or editing the Submission Content and publishing the Submission Content, with or without name credit, at the publishing entity’s sole discretion. Each Submitter, upon Sandow’s request, will provide within seven (7) calendar days of receipt of request a signed, written confirmatory license from the owner of any third party property included in the Submission Content authorizing Sandow to reproduce, distribute, display, and create derivative works relating to the Submission Content in any media now or hereafter known on the terms described under “Licenses,” above.

2. Representations and Warranties

Submitter warrants and represents for each image or component of their Submission Content:

that either the Submitter owns the Submission Content, or if Submitter does not own the content, then Submitter is authorized by the Submission Content owner to post the Submission Content and grant Sandow the licenses described above,;
that the Submitter’s Submission Content, and the Use by SANDOW of the Submission Content anticipated under these Terms and the Publication Rules, will not violate any contractual agreement;
that none of the Submission Content is subject to an active dispute, and no concerns or issues related to the ownership of the copyright or other intellectual property or the authority of the Submitter to share or disclose the Submission Content are pending resolution;
that the Submitter will not use their submission of Submission Content to engage in deceptive or unfair trade practices; and
that the Submitter will not otherwise engage in illegal activity or activity that creates civil liabilities, including without limitation, copyright, or trademark infringement.

3. Responsibilities for Submission Content

Submitters are solely responsible for the Submission Content and assume all risks associated with use of Submission Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your Submission Content that makes you or any third party personally identifiable. Specifically, in making a submission, the Submitter represents that all the information made available through the Submission, including profiles, completed or anticipated projects, communications, product offerings, advertisements, brand pages within the catalog and in pages that associate projects with products are true, accurate and complete. Sandow makes no guarantee regarding the accuracy, currency, suitability, or quality of any Submission Content, and we assume no responsibility for any Submission Content. Because the Submitter, alone, is responsible for their Submission Content, the Submitter may expose themselves to liability if, for example, the Submission Content is fraudulent, untruthful, or violates these Terms, Publication Rules, an applicable Terms of Service or Acceptable Use Policy, or applicable law.

4. Indemnity

Submitter agrees to indemnify and hold SANDOW and our officers, employees, agents, and sponsors harmless, including with respect to costs and attorneys’ fees, from any claim or demand due to or arising out of (i) Submitter’s submission to SANDOW, (ii) the Submission Content, (iii) Submitter’s violation of these Terms; (iv) Submitter’s allegation that one or more of SANDOW, the property owner of a depicted scene or project, or a sponsor are using Submission Content in a way that is not permitted under these Terms or applicable law; or (v) Submitter’s violation of applicable laws or regulations. SANDOW reserves the right, at Submitter’s expense, to assume the exclusive defense and control of any matter for which Submitter is required to indemnify it and you agree to cooperate with our defense of these claims. Submitter agrees not to settle any matter without Sandow’s prior written consent. Sandow will use reasonable efforts to notify Submitter of any such claim, action or proceeding upon becoming aware of it.

5. Controlling Law and Forum Selection

These Terms shall be governed by and construed in accordance with the laws of the State of Florida. Any dispute under these Terms shall be resolved by the state and federal courts situated in Palm Beach County, Florida, and Submitter and Sandow waive any defense of personal jurisdiction in an action related to such a dispute.

6. Severability

If any part or parts of these Terms shall be held unenforceable for any reason, the remainder of these Terms shall continue in full force and effect. If any provision of these Terms is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.

7. Assignment

You may not assign or transfer these Terms, in whole or in part, without the prior written consent of Sandow. Any purported assignment in violation of this section is void. These Terms will bind and inure to the benefit of the parties and their permitted successors and assigns.

8. Final Agreement

These Terms constitutes the final understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements between the parties, whether written or oral. Publisher may, in its sole discretion, make amendments, changes or modifications to these Terms at any time and for any reason, and if you provide Publisher with Submission Content after we post modified Terms, such submission constitutes your acceptance of such modified Terms with respect to such Submission Content.

9. Notices

Any notice required to be given or otherwise given pursuant to these Terms to Sandow shall be in writing and shall be hand delivered, mailed by certified mail, return receipt requested or sent by recognized overnight courier service to Sandow Companies, LLC, 3651 FAU Boulevard, Suite 200, Boca Raton, Florida 33431, Attention: Legal. Any notice required to be given or otherwise given pursuant to these Terms to Submitter shall be sent to the email address provided by Submitter in connection with the Submission Content.