INDEMNITY AGREEMENT AND IMAGE USAGE POLICY
from Perry Ellis International, Inc. and its related affiliates (collectively, “PEI”),
You hereby expressly agree to the terms and conditions set forth below:
PEI is pleased to present the CALLAWAY (“Brand”) CALLAWAY ASI CATALOG images and videos (collectively, the 'IMAGES').
The IMAGES are being provided to You as a courtesy to satisfy Your business needs strictly in support of CALLAWAY products.
The IMAGES may only be used by You to expressly promote approved Brand products as provided herein.
When using the IMAGES, the following terms and conditions shall strictly apply:
The Brand logos and product(s) shall not be altered in any manner.
Additionally, the IMAGES themselves shall not be materially altered in any manner and may only be
modified to meet upload size specs.
When using the IMAGES, such images shall never be used for any purpose other than to explicitly
promote the Brand products as pre-approved for e-commerce and trade media purposes only in the following manner:
Internet, namely, Your (i) internet sites that sells or promotes the Brand;
(ii) social media and networking sites including, but not limited to: Electronic Mail, Facebook, Twitter and Instagram;
and (iii) Internet streaming, which means transmission, exhibition, and/or distribution via technologies for display
on a television, monitor, computer, mobile device, or other electronic device, by means of the world wide web or similar,
successor, or subsequent technologies or protocols developed for delivering content services.
The rights granted in this Indemnity Agreement and Image Use Policy shall expire as outlined further
in the applicable manifest file generated together with Your download and You hereby agree to cease
all use of the IMAGES provided after such time.
All IMAGES and advertising materials provided are copyrighted and cannot be used at any other time for any other purpose
and without the express written pre-approval of PEI. Similarly, the limited right to use the IMAGES provided are strictly
granted to You on the terms and conditions set forth herein and such rights are personal in nature and cannot be transferred
or assigned to any other person or company and may only be used with prior written approval. Unauthorized use of the IMAGES
set forth herein is strictly prohibited. You agree that You shall be required, at Your sole expense, to indemnify and hold
harmless PEI, its officers, directors, employees and agents against any claims, demands and/or causes of action of any kind
or nature that arise out of Your use of the IMAGES beyond the scope authorized herein.
PEI agrees to indemnify You and/or Your affiliates, from and against any and all claims, demands, and/or causes of actions
of any kind or nature (including reasonable legal fees) that arise out of Your authorized use of the IMAGES provided by PEI,
provided, however, the IMAGES are used by You in strict accordance with the terms and conditions set forth herein.
Should You wish to use the IMAGES provided for an alternative use not mentioned above, You must obtain prior written approval,
which may be withheld in PEI’s sole discretion. Please submit Your request(s) for approval to CALLAWAY Marketing,
to the attention of JEREMY.GERSON@PERY.COM. If You receive written approval,
You are required to submit the layout to CALLAWAY Marketing, Attn: JEREMY GERSON for prior written creative approval before the item goes to print
or production. Subsequently, you agree that you shall send PEI two (2) hard copies of all pre-approved finished
creative for our files.
If any or all of the above terms and conditions are not strictly adhered to, future requests for materials
and/or usage will be denied and such breach(es) may result in legal action. Further, You agree to indemnify
PEI from an actions that may arise from any unauthorized use of the IMAGES by You and/or Your affiliates.
Should you have any questions regarding the above mentioned information, please contact email@example.com.