CONSENT FOR USE OF CONTENT ("CONSENT")
1. Use Of Name, Handle, Text, Photo, And Likeness: I hereby grant to Panda Restaurant Group, Inc. ("Panda"), its parents, subsidiaries, affiliated companies, and their respective successors and assigns (collectively, the "Permitted Parties") and those acting under their authority the right and permission to use my name and/or handle, image, likeness, text and/or photograph that I post to a social media platform such as but not limited to Twitter, Facebook and Instagram (collectively, the "Content") onto the www.pandaexpress.com website, www.orangechickenlove.com website, www.celebratecny.com website, Panda-operated pages on Facebook, Instagram, and Twitter, and other marketing materials, websites and social media platforms (collectively, the "Platforms"). I agree that the Content may be edited, distributed, published, exhibited, digitized, displayed, reproduced, and otherwise used, on the Platforms, anywhere in the world, at any time, for purposes of advertising or trade in promoting and publicizing the Permitted Parties and their products and/or services. I agree that I shall have no right of approval, no claim to compensation, and no claim (including, without limitation, claims based upon invasion of privacy, defamation, right of publicity, or copyright infringement) arising out of any use (in accordance with the terms of this Consent), blurring, alteration, editing, distortion, faulty reproduction, or use in any composite form of the Content and I irrevocably waive any and all so-called moral rights I may have in the Content.
2. Compliance With Terms For Third-Party Platforms: I acknowledge and agree that in order to post Content on the Platforms, I will be and remain to be in compliance with the terms and conditions of such Platforms.
3. Takedown: If I want my Content removed from the Platforms, I will send a message to the following: Digital@PandaRG.com. Panda will promptly remove the Content from the Platforms after receipt of the request for removal.
4. Representations And Warranties/Indemnification: I represent and warrant as follows: (a) I am the owner of and have the right to post the Content and consent to the use of the Content as set forth herein; (b) I have the entire right to give Panda consent over use of the Content; (c) neither the Content nor the use of the Content by the Permitted Parties as set forth herein will infringe upon or violate the intellectual property rights or other rights, including, without limitation, any right of publicity and/or copyright, of any other person or entity or any applicable laws; (d) the Content does not contain any material that is inappropriate, indecent, obscene, hateful, tortuous, defamatory, defamatory, slanderous, or libelous or otherwise depicts inappropriate behavior; and (e) the Content does not contain any advertising or other commercial material (other than material that may promote the Permitted Parties'products and/or services).
I hereby agree to indemnify and hold the Permitted Parties harmless from and against any and all claims, actions or proceedings of any kind and from any and all damages, liabilities, costs and expenses relating to or arising out of any breach or alleged breach of the foregoing representations and warranties, or any claim by a third party related to the use of the Content.
5. No Obligation To Use: I understand and agree (a) that Permitted Parties shall have no obligation to use the Content (or any part thereof) in any way; and (b) that Permitted Parties may edit the Content in any way prior to use; and (iii) that permitted Parties may cease use and/or remove the Content (or any part thereof) from the Platforms at any time for any reason in Permitted Parties' sole discretion. I further understand and agree that Permitted Parties will not use any Content or other materials it finds, in its sole discretion, to be inappropriate, indecent, obscene, hateful, tortious, defamatory, slanderous or libelous, or that Permitted Parties believes may violate or infringe another's rights, including, without limitation, privacy, publicity or intellectual property rights or is otherwise inconsistent with the goodwill and brand image that the Permitted Parties, in its sole discretion, chooses to convey.
6. Governing Law / Dispute Resolution / Limitation On Liability: I agree that any and all disputes that I may have with, or claims I may have relating to, arising out of or connected in any way with the Content (or any part thereof), shall be governed by the laws of the State of California. Any claim, issue or dispute, arising with respect to the Content will be conclusively resolved without right of appeal by binding arbitration conducted in California according to the commercial arbitration rules of the American Arbitration Association. Before commencing arbitration, the parties agree to use good faith efforts to negotiate a business resolution for no less than thirty (30) days after the claim, issue or dispute arises. To the extent any claim related to the Content is permitted to be brought in any court, I agree that: (a) such action shall be filed exclusively in the federal or state courts of Los Angeles County, California and I hereby consent and submit to the personal and exclusive jurisdiction of such courts for the purposes of litigating any such action; (b) such action shall be resolved individually, NOT as part of a class action; (c) any claims/judgments/awards shall be limited to actual out-of-pocket costs incurred, but NOT attorney’s fees; and (d) under no circumstances will I be permitted to obtain any award for, and I hereby knowingly and expressly waive all rights to seek punitive, incidental, or consequential damages (other than actual out of pocket expenses), and/or any and all rights to have damages and/or other damages multiplied or otherwise increased.