TERMS AND CONDITIONS

RIGHTS TO USE IMAGE

During the Term, User grants to Fstate exclusive license and right (but not obligation) to: (i) use the User’s Endorsement in connection with Fstate’s promotion of User or any Commercial Activity; and (ii) grant to others the right to use the User’s Endorsement. “User’s Endorsement” means User’s name, nickname, tradename, initials, autograph, voice, digital signature, assumed name, photograph, portrait, image, statements, signifier, likeness, caricature, logo or other identification, motion picture, audiovisual work, graphic material, picture or any other endorsement or image whatsoever associated with user and any registered or unregistered trademarks associated therein.

After the expiration of the Term, user grants to Fstate an exclusive, perpetual, irrevocable right (but not obligation) to: (i) use the User’s Endorsement in connection with Fstate’s promotion or description of User’s past Commercial Activity rendered during the Term; and (ii) use the User’s Endorsement in connection with Fstate’s promotion of its Services, professional image, reputation, or goodwill in the modeling, entertainment, and fashion industries.

By way of further example, Fstate may hire or retain photographers in furtherance of the provision of Services under this Agreement. Fstate’s exclusive right to own, use, distribute, modify, edit, enhance, display, reproduce, publish, or otherwise make derivative use of the photographs exclusively and in perpetuity is two-fold: i) Fstate owns the Intellectual Property Rights in the photographs, and ii) User grants Fstate an exclusive, perpetual, and irrevocable right to use User’s Endorsement in connection with the photographs. This means that User has neither the right to receive monetary compensation or proceeds from the use of Fstate’s photographs, nor has the right to prevent Fstate from using the photographs in the promotion of Fstate’s own Services including but not limited to Fstate’s website, digital and printed marketing and promotional materials, and digital marketing via Fstate’s social media channels. For the avoidance of doubt, Fstate is not asserting Intellectual Property Rights in photographs not taken by Fstate’s photographers.

Fstate acknowledges the sensitive nature of work. Fstate acknowledges and agrees that photographs taken or shot by Fstate or Fstate’s photographers MAY NOT be distributed, displayed, published, reproduced, or otherwise used on sexually explicit websites or in association with pornographic materials, whether rendered in print, digitally, virtually, or other means of reproduction from the date of this Agreement, unless or until user grants Fstate permission for such use in writing.

DISCLAIMERS; NO WARRANTIES

FSTATE’S SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. FSTATE DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO FSTATE’S SERVICES, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. MODEL HAS

REPRESENTATION OR HOWEVER, FSTATE DOES NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THAT FSTATE IS

PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW.

NO LIABILITY FOR CERTAIN LOSSES; LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL FSTATE BE LIABLE TO USER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES FOR LOSSES, INJURIES, DAMAGES, DECREASE IN THE VALUE OF USER’S PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS ARISING OUT OF OR RELATING TO USER’S USE OF FSTATE’S SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT FSTATE HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

NOT RELIED UPON ANY INFORMATION, PROMISE, REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED,

REGARDING FSTATE’S SERVICES, WHETHER MADE BY FSTATE, INCLUDING, WITHOUT LIMITATION, ANY INFORMATION, PROMISE,

WARRANTY REGARDING FSTATE’S SERVICES

TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF FSTATE TO USER FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF FSTATE’S SERVICES, OR OTHERWISE UNDER THIS PARAGRAPH OR AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) UP TO TWENTY-FIVE PERCENT (25%) OF THE TOTAL COMBINED CONTRACT VALUE OF COMMERCIAL ACTIVITY ATTRIBUTED TO FSTATE’S SERVICES AS THEY RELATE TO MODEL DURING THE TIME PERIOD MADE THE SUBJECT OF ANY DISPUTE; OR (B) $2,500.00.

EACH PROVISION OF THIS PARAGRAPH THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THE AGREEMENT. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THE AGREEMENT. THE LIMITATIONS IN THIS PARAGRAPH WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

ASSIGNMENT

User will not assign or transfer its rights and/or obligations pursuant to this Agreement (other than for the purposes of internal corporate reconstruction, reorganization, merger or analogous proceedings) without the prior written consent of the other Party.

INDEMNIFICATION

User will indemnify, defend and hold harmless Fstate and its affiliates, subsidiaries, and each of Fstate’s officers, directors, managers, members, employees, contracts, agents, successors, and assigns (collectively, “Indemnitees,” and each, an “Indemnitee”) from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including, without limitation, reasonable attorneys’ fees) arising out of or resulting from: (i) bodily injury, death of any person or damage to real or tangible, personal property resulting from User’s acts or omissions; (ii) any disclosure of the Confidential Information; (iii) the failure by User to perform User’s obligations strictly in accordance with the terms of this Agreement; (iv) any claim which User may wish to make as a result of any accident or loss incurred while undertaking Commercial Activities or at any other time; (v) any employment related claim or any claim based on worker status (including reasonable costs and expenses) brought against Fstate arising out of or in connection with terms of this Agreement; or (vi) any action or inaction of User.

The indemnification rights in this Agreement are independent of and in addition to such rights and remedies as Indemnitees may have at law or in equity including, without limitation, the right to seek specific performance, rescission or restitution, none of which rights or remedies will be affected or diminished hereby.

DISPUTE RESOLUTION AND GOVERNING LAW

All disputes arising under this Agreement will be submitted to binding arbitration through the American Arbitration Association, with the venue and jurisdiction always to be in Johnson County, Texas, and the arbitration award may be entered for judgment in any court having jurisdiction thereof. Notwithstanding the foregoing, either party may refuse to arbitrate when the dispute is a sum of less than $10,000.00. This Agreement will be governed by the laws of the State of Texas without regard to its conflict of law provisions. User acknowledges and agrees that it may difficult to measure the damages to Fstate from any breach or threatened breach by User of the provisions of this Agreement; that injury to Fstate from any such breach would be irreparable; and that money damages would therefore

be an inadequate remedy for any such breach. User agrees that if User breaches or threatens to breach any of User’s obligations under this Agreement, then Fstate, in addition to any other remedies available under law and stated herein, will be entitled to specific performance and other equitable relief, including temporary and permanent injunctive relief, to enforce this Agreement.

FORCE MAJEURE

For the purposes of this Agreement "Force Majeure" means in relation to either Party any cause beyond the reasonable control of that Party including, without limitation, any of the following: (i) act of God; (ii) war, insurrection, riot, civil disturbance, acts of terrorism; (iii) fire, explosion, flood, storm, tornado, hurricane; (iv) theft or malicious damage; (v) strike, lock-out, or other industrial dispute (whether involving the workforce of the party so prevented or any other party); (vi) third party injunction; (vii) national defense requirements, acts, orders or regulations of national, state or local governments; (viii) inability to obtain essential fuel, power, raw materials, labor, containers or transportation, accident, malfunction of machinery or apparatus, denial of export or import licenses; or (ix) pandemic, epidemic, or other biological or health-related event.

Neither Party is to be liable to the other for failure to perform any obligation under this Agreement to the extent that the failure is caused by Force Majeure, the effects of which could not have been reasonably anticipated or prevented by that party. A Party becoming aware of any Force Majeure must promptly notify the other of the relevant facts and any likely delay or other effect, and both Parties will use their best endeavors to mitigate the effects of the Force Majeure.

MISCELLANY

The terms and conditions of this Agreement will be binding upon the parties, their heirs, successors, assigns, and personal representatives. This Agreement constitutes the entire understanding and agreement between the parties. Its terms can be modified only by an instrument in writing signed by both parties. A waiver of any breach of any of the provisions of this Agreement will not be construed as a continuing waiver of other breaches of the same or other provisions hereof. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will nevertheless remain in full force and effect and the invalid or unenforceable provision will be replaced by a valid or enforceable provision. Headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. This Agreement may be executed in any number of counterparts (electronic or original), each of which when executed and delivered will constitute an original of this Agreement, but all the counterparts will together constitute the same agreement. No counterpart will be effective until each Party has executed at least one counterpart. All notices will be in writing and addressed to the Parties at the addresses set forth in this Agreement (or to such other address that may be designated by the receiving Party from time to time in). All notices will be delivered by personal delivery, nationally recognized overnight courier (with all fees prepaid), facsimile, or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid).

THE FSTATE, LLC PRIVACY POLICY

the Fstate, LLC operates thefstatemag.com website, which provides services related to fashion public relations.

This page is used to inform website visitors regarding our policies with the collection, use and disclosure of Personal Information if anyone decided to use our Service, the thefstatemag.com website.

If you choose to use our Service, then you agree to the collection and use of information in relation with this policy. The Personal Information that we collect is used for providing and improving Service. We will not use or share your information with anyone except as described in this Privacy Policy.

The terms used in this Privacy Policy have the same meanings as in our terms and conditions, which is accessible, unless otherwise defined in this Privacy Policy.

INFORMATION COLLECTION AND USE

For a better experience while using our Service, we may require you to provide us with certain personally identifiable information, including but not limited to your name, phone number, and postal address. The information that we collect will be used to contact or identify you.

HOW WE USE YOUR PERSONAL INFORMATION

The personal information we collect allows us to keep you posted on the Fstate, LLC and its affiliates, subsidiaries, and each of Fstate’s officers, directors, managers, members, employees, contracts, agents, successors, and assigns latest product/service announcements, software updates, and upcoming event. If you do not want to be on our mailing list, you may opt out at any time by updating your preferences.

We also use personal information to help us create, develop, operate, deliver and improve our products, services, content and advertising, and for loss prevention and anti-fraud purposes.

We may use your personal information, including but not limited to date of birth, to verify identity, assist with identification of users, and to determine appropriate services.

From time to time, we may use your personal information to send important notices, such as communications about purchases and changes to our terms, conditions, and policies. Because this information is important to your interaction with the Fstate, LLC, you may not opt out of receiving these communications.

We may also use personal information for internal purposes such as auditing, data analysis and research to improve products, services and customer communications.

If you enter into a contest or similar promotion we may use the information you provide to administer those programs.

LOG DATA

We want to inform you that whenever you visit our Service, we collect information that you browser sends to use called Log Data. This Log Data may include information such as your computer’s Internet Protocol(“IP”) address, browser version, page of our Service that you visit, the time and date of your visit, the time spent on those pages, and other statistics.

COOKIES

Cookies are files with small amount of data that is commonly used an anonymous unique identifier. These are sent to your browser from the website that you visit and are stored on your computer’s hard drive.

Our website uses these “cookies” to collect information and to improve our Service. You have the option to either accept or refuse these cookies, and know when a cookie is being sent to your computer. If you choose to refuse our cookies, you may not be able to use some portions of our Service.