TERMS & CONDITIONS

Loews Hotels, LLC (“Loews”) has created an advertising campaign and your photographic image or video posted on social media ( [X] Instagram, [X] Facebook, [X] Twitter, [X] Linked In, [X] YouTube, [X] Flickr, [X]) (“Image/Video”) has been identified for possible use in the campaign, but only if you grant Loews permission. The use of the Image/Video, including all names, likenesses, appearances, voices, as such may be embodied in the Image/Video, and related personal and identifying information, including without limitation, social media user names and handles, biographical information, statements and addresses (city and state), other publicly available information, and information related to minor children in the Image/Video of whom you are the parent or legal guardian, and contextual information that may be embodied or associated with the Image/Video (collectively, the “Media”) is specifically agreed by you to be in accordance with the terms and conditions of this Agreement as provided below.

GRANT OF RIGHTS: In exchange for such good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, you hereby irrevocably and unconditionally grant to Loews and its subsidiaries, parents, affiliates, successors, assignees, licensees, legal representatives, joint venturers, partners, and other designees including without limitation, any entity that owns or operates a hotel managed by Loews Hotels, LLC or any of its affiliates (collectively, the “Company”), a non-exclusive, worldwide, irrevocable, royalty-free and transferrable license (but not the obligation) to reproduce, publicly perform, stream, exploit and otherwise use the Media throughout the universe, in perpetuity, for any reason whatsoever, including but not limited to the advertising, marketing, publicity and promotional purposes in any and all media, throughout the universe in perpetuity, without further notice to, consent by, or payment to you. Without in any way limiting the foregoing, the Company shall have the right, in its sole discretion, to edit, modify, adapt, crop, couple, composite, morph, scan, digitize, duplicate, or otherwise alter the Media for any purpose which they deem necessary or desirable, and you irrevocably waive any and all so-called moral rights they may have therein. The Company shall have the right to freely assign its rights hereunder, in whole or in part, to any person or entity. The Company shall retain the rights granted for the Media even if the Media is not used in the campaign.

GENERAL LIABILITY RELEASE: Acceptance of this Agreement constitutes your permission for the Company to use the Media in whole or in part, individually or in connection with other media, or any and all lawful purposes whatsoever, including but not limited to for advertising and/or publicity purposes, art, illustration, public relations, or any other lawful purpose, in any medium, including worldwide and in all forms of media now known or hereafter developed, including without limitation, print, electronic, and Internet, in perpetuity, without further compensation. You agree that the Company has not made any warranty, representation or guarantee express or implied, in fact or in law, with respect to the advertising campaign or participation in the campaign. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision. If any provision is determined to be invalid or otherwise unenforceable or illegal, this Agreement shall otherwise remain in effect and shall be construed in accordance with their terms as if the invalid or illegal provision were not contained herein. You hereby waive any right to notice of, inspection, approval, or veto of the Company’s use of the Media, including the graphic media or finished product, and any written copy, that may be used or created in connection therewith, or the use to which it may be applied. You hereby release and forever discharge the Company, and its employees, officers, directors, agents, representatives, and contractors from any and all claims, demands, and liability of any kind or nature relating to, arising out of, or in connection with, the use, adaptation, alteration, reproduction, publication, distribution, and other public display of the Media, including without limitation, any and all claims for invasion of privacy, right of publicity, misappropriation or misuse of image or likeness, defamation, and infringement or violations of moral rights, copyrights, and/or other intellectual property rights. This release shall be binding upon you, your heirs, legal representatives, and assigns.

NO OBLIGATION TO USE: The Company shall have no obligation (express or implied) to use the Media or any materials or content created by you, or to otherwise exploit any Media, and if commenced, to continue the distribution or exploitation thereof, and the Company may at any time abandon the use of the Media or any materials for any reason, with or without justification or excuse, and you shall not be entitled to any damages or other relief by reason thereof.

REPRESENTATIONS AND WARRANTIES. You represent and warrant that you own all rights in and to the Image/Video, including all copyrights in and to the Image/Video and any underlying copyrights or other rights in and to the content depicted in the Image/Video. You further represent and warrant that the Image/Video is your original work of authorship and does not now and will not violate, infringe, or misappropriate any existing intellectual property rights or other rights of another person or entity, including, without limitation, copyright, trademark, trade dress, trade secret, patent, right of publicity, privacy, or any contractual rights, and that they contain no matter which, if published, will be fraudulent, harassing, libelous, obscene, or a violation of any rights of publicity or privacy, or any law or regulation. You further represent and warrant that you are duly authorized and have the legal capacity to execute and deliver this Agreement and grant the rights herein granted and that the Agreement is a valid and legal agreement binding on you and enforceable in accordance with its terms, or in the event that a minor is depicted in the Image/Video, you represent and warrant that you are the parent or legal guardian of the minor depicted and consent to the use of the minor’s image, likeness, voice, and other identifying information set forth in the Image/Video.

INDEMNIFICATION. You hereby agree to indemnify, defend and hold harmless the Company and its employees, officers, directors, agents, representatives, and contractors, from any breach of the foregoing representations and warranties and any and all claims, causes of action, demands, and liability of any kind or nature, including reasonable attorneys’ fees, relating to, arising out of, or in connection with, the use, adaptation, alteration, reproduction, publication, distribution, and other public display of the Media, including without limitation, any and all claims for invasion of privacy, right of publicity, misappropriation or misuse of image or likeness, defamation, and infringement or violations of moral rights, copyrights, and/or other intellectual property rights. You will fully cooperate with the Company in responding to and defending against any third party claim related to the Media.

GOVERNING LAW/JURISDICTION: All issues, questions, and disputes concerning the construction, validity, interpretation and enforceability of this Agreement and release or the rights and obligations of you and/or the Company in connection with this Agreement shall be governed by and construed in accordance with the internal laws of the state of New York without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of any other state’s laws. You agree that the state and federal courts of New York have personal jurisdiction over you for purposes of any disputes which may arise from this Agreement.