BY VIEWING AND ACCESSING THIS FRESHLY BRANDED WEB SITE (the "Site") AND/OR USING ANY OF THE FRESHLY BRANDED PRODUCTS OR SERVICES AVAILABLE VIA THE SITE, YOU ("You" or "Your") REPRESENT THAT YOU HAVE READ AND UNDERSTOOD THE ENTIRE TERMS OF SERVICE (THE "Agreement") AND YOU AGREE TO ALL THE TERMS OF THIS TERMS OF SERVICE. IF YOU DO NOT CONSENT TO THIS TERMS OF SERVICE IN ITS ENTIRETY, YOUR SOLE AND EXCLUSIVE REMEDY IS TO IMMEDIATELY CEASE USE OF THIS SITE.

 

By accessing the Site You agree to be bound by the terms of this Agreement, without modification, including all disclaimers, terms and conditions set forth in this Agreement. If You do not agree to the terms of this license, do not access the content, features or functions of this Site.

Freshly Branded grants You a non-exclusive, non-transferable, royalty-free license to access the content on the site for Your own personal business purposes while visiting the Site, solely for the purposes of accessing the content, features and functions of the Site in accordance with this agreement.

Freshly Branded reserves the right at any time and for any reason it deems sufficient, in its sole discretion, to revoke this license, to deny You future access to the Site, or to impose conditions on Your future access, including but not limited to requiring payment of subscription or license fees as a prerequisite for future access.

 

This site is copyrighted by Freshly Branded . You may not copy or distribute, nor attempt to copy or distribute, the content or features of the Site. You shall not frame or link or otherwise display the pages and content of the Freshly Branded site in a manner such that although the pages and content appears to end users as though the same is being displayed from a third party uniform resource locator (URL). You will not, and will not authorize any party to, directly or indirectly, generate automated or fraudulent actions via the Site ("click-fraud"), including without limitation by using a person or automated script or computer program to generate automated or fraudulent clicks in response to any request for users of the Site to vote on content or respond to content as invited by Freshly Branded. Click-fraud and any other fraudulent actions (human or automated) that impact ratings, voting results or impressions calculated via the Site are strictly prohibited at all times.

 

In addition to these terms and conditions, Freshly Branded posts to this Site, from time to time its then-current Privacy Policy, which governs privacy policies and policies governing acceptable use and of the Site and/or Freshly Branded software and services accessible at http://www.freshlybranded.com. You agree to abide by all such policies, which Freshly Branded may modify in its discretion, and by all applicable laws and regulations. Changes to such policies are effective when posted to the Site.

You understand that Freshly Branded makes no representations or warranties about any and all content on the Site submitted by any third party. You agree that Freshly Branded is not liable for Submissions that are provided by others. Freshly Branded has no duty to pre-screen Submissions, but we reserve the right to refuse to post or to redact Submissions at our discretion. We may, but are not obligated to, remove user accounts and Submissions that violate the terms of this Agreement. You are responsible for preventing the dissemination of Your password and You are responsible for any and all activity that happens under Your password. You will promptly notify Us at questions@freshlybranded.com if You believe the security of Your account has been compromised.

 

You acknowledge and agree that nothing in this Agreement or its performance shall grant You any right, title, interest, or license in or to Freshly Branded's trade names, trademarks, logos, trade dress, designs, or other names, trademarks, or logos, which appear on the Site. Any and all rights not expressly granted herein are reserved to Freshly Branded.

 

Submissions and Content

 

Through certain areas of the Site Freshly Branded or third parties ("Buyers") may request that you submit and post content or submissions ("Submission"), including pursuant to requests for submission by Buyers ("brief") which Submissions can be accessed and viewed by others, including such third parties and the general public.

 

To the extent a Buyer indicates in its BRIEF that any of the Buyers intellectual property (including, without limitation, a trademark, logo, or slogan) be incorporated into Submissions made in response to the BRIEF, you acknowledge and agree that your use of such intellectual property will be strictly limited to a non-transferable, non-exclusive license to use the relevant Buyers intellectual property solely for the limited purpose of creating a Submission for uploading via the Site in response to the relevant Buyers specific BRIEF. You agree to strictly comply with any limitations, usage policies or conditions, or any other instructions provided to you by a Buyer in its BRIEF related to its intellectual property. Subject to the limited license granted to You, each Buyer reserves any and all rights in such Buyers intellectual property provided to You via the BRIEF or otherwise directly provided to You for use in connection with an BRIEF Submission. The foregoing license terminates automatically and without notice upon Your uploading of Your Submission via the Site.When you post Submissions to the Site in response to a specific BRIEF, You hereby expressly agree to be bound by any and all terms and conditions set forth in the relevant BRIEF, including, without limitation, any contest rules that may be posted and applicable to such BRIEF ("Rules"). Except as otherwise expressly provided for in an BRIEF, if a Buyer selects Your Submission that was submitted in response to such BRIEF, such Buyer shall own all right, title and interest in and to such Submission, subject only to (a) the non-exclusive promotional and marketing licenses described below and (b) any existing licenses granted by You prior to the selection of your Submission by such Buyer and disclosed at the time you submit your Submission. YOU ACKNOWLEDGE AND AGREE THAT IF A BUYER SELECTS YOUR SUBMISSION IN RESPONSE TO AN BRIEF, UPON SELECTION, YOU RELEASE YOUR OWNERSHIP OF ANY RIGHTS IN AND TO SUCH SUBMISSION AS SET FORTH IN THIS AGREEMENT.

 

In that regard, if Your Submission to an BRIEF is selected, You will be require to irrevocably assign and transfer to the Buyer any and all rights, title and interest in the Submission, including, without limitation, all copyrights, and to waive any and all moral rights in the Submission. To effectuate such full assignment and transfer of rights, and to validate and assure your rights in the Submission, You will be required to complete, sign and return such documents and agreements as Freshly Branded and/or any third party Buyer may request, including, without limitation, affidavits of eligibility, liability releases, copyright assignments, publicity releases and clearance forms.By submitting Submissions via the Site, You grant Us, our partners and affiliates, and any third party Buyer to which a Submission was made a non-exclusive, perpetual, royalty-free, irrevocable, transferable, and sub-licenseable license to use, copy, distribute, display, perform and make derivative works of or otherwise adapt Your Submissions through any media channel in any media format, in connection with the provision of Our products and services, including, without limitation, promotion and marketing of the Site and the content therein, through the Site and through the web sites and other media properties of such affiliates, partners and Buyers. You may only upload Submissions to the Site that You own or that You have permission to upload. You may not post content that violates the terms of this Agreement, any Rules or any other terms or conditions set forth in an applicable BRIEF. You will not do any of the following while using the Site:

• Conduct or promote any illegal activities;
• Upload Submissions, distribute or print anything that may be harmful to minors;
• Attempt to reverse engineer or jeopardize the correct functioning of the Site;
• Attempt to gain access to secured portions of the Site to which You do not possess access rights;
• Upload, submit, or transmit any form of virus, worm, Trojan horse, or other malicious code;
• Use the Site to generate unsolicited email advertisements or spam;
• Use any automatic or manual process to harvest information from the Site; or
• Impersonate another user.

You take sole and complete responsibility for any of Your Submissions. Submissions include any form of content that You may submit to the Site, including without limitation photos, videos, comments, feedback, and other communications. You will not upload, submit or otherwise transmit any Submissions that (i) You do not own or to which You do not have the written permission of the owner to upload to the Site, (ii) in any way infringes on the rights of third parties, or (iii) is in any way pornographic, libelous, profane, abusive, harassing, obscene, racist, hateful or invades the privacy rights of another. You represent and warrant that You have the permission of those that appear in Your Submissions and that You have obtained the necessary permissions to show any trademarks that may appear in Your Submissions. You are solely responsible for retaining Your own backup copies of any Submissions. Though We expect all users to adhere by our content policies in this Agreement, You may be exposed to content that violates our policies or is otherwise offensive through the use of the Site. You use the Site at Your own risk. We take no responsibility for Your exposure to content on the Site whether it violates our content policies or not. You understand that the information and opinions in content uploaded by third parties represent solely the thoughts of the author and is neither endorsed by nor does it necessarily reflect Our belief.

Freshly Branded reserves the right to remove content for any reason, but we are not responsible for any failure or delay in removing such material. If You believe that Your work has been copied and is accessible on Freshly Branded in a way that constitutes copyright infringement, please Contact Us to report possible copyright infringement including the following information to questions@freshlybranded.com

• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
• A description of the copyrighted work that You claim has been infringed;
• A description of where the material that You claim is infringing is located on the Site;
• Your address, telephone number, and email address;
• A statement by You that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
• A statement by You, made under penalty of perjury, that the above information in Your Notice is accurate and that You are the copyright owner or authorized to act on the copyright owner's behalf.

 

Collaboration with Other Users.

 

If You choose to collaborate with other users of the Site ("Collaborators") to create and provide Submissions via the Site, this Agreement shall govern the ownership of any Submissions provided by You and Your Collaborators, unless otherwise agreed by You and Your Collaborators in a separate Agreement (to which Freshly Branded is expressly not a party) among You and Your Collaborators and/or the buyer of a given BRIEF if applicable.

 

Other Sites; Third Party Products

 

Our provision of a link to any other website or location (including a link to third party online tools or resources for the creative community) is for Your convenience and does not signify Our endorsement of such other website or location or its tools, resources or contents. We have no control over, do not review, and cannot be responsible for these outside websites or their tools, resources or content. Please be aware that the terms of Terms of Service do not apply to these outside websites.

 

Payments

 

To make any payments via the Site You will be required to give us a valid credit card number (VISA, MasterCard, or any other issuer then accepted by Us) and associated payment information at the time You are required to make such payments, including all of the following: (i) Your name as it appears on the card, (ii) the credit card type, (iii) the date of expiration of Your credit card, and (iv) any activation numbers or codes needed to charge Your card. Freshly Branded currently does not accept cash, checks or any other payment form, although in the future we may change this policy. You agree that no additional notice or consent is required before Freshly Branded invoices the credit card for all amounts due and payable. By providing Freshly Branded with Your credit card number and associated payment information, You agree that Freshly Branded is authorized to immediately invoice Your account for all fees and charges due and payable to Freshly Branded as a result of Your activities on the Site that require payment. You agree to immediately notify Freshly Branded of any change in Your invoicing address or the credit card used for payment hereunder. Freshly Branded uses third-party processing companies (including credit card processing companies) for billing and payment purposes. These third parties may store or retain certain of Your Personal Information (as defined in the Privacy Policy) necessary to process such payments. These third parties do not have any right to use the Personal Information Freshly Branded provides to them beyond what is necessary to assist Freshly Branded in processing payments.

 

Indemnification of Freshly Branded

 

Upon Our request, You agree to defend, indemnify, and hold harmless Freshly Branded, and our respective employees, contractors, officers, directors, and agents from all liabilities, claims and expenses, including attorney's fees that arise from Your use or misuse of the Site, Your breach of any provision of this Agreement, and Your Submissions provided to Freshly Branded or otherwise uploaded via the Site. Freshly Branded reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will cooperate with us in asserting any available defenses.

 

Warranty Disclaimers

 

CONTENT, FEATURES AND FUNCTIONS ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS, AND FRESHLY BRANDED MAKES NO REPRESENTATIONS AS TO THE SUITABILITY OF THE SITE, ITS CONTENTS, FEATURES OR FUNCTIONS, FOR ANY PURPOSE. FRESHLY BRANDED DOES NOT WARRANT THAT THE CONTENT, FEATURES AND FUNCTIONS AVAILABLE ON THE SITE WILL MEET YOUR REQUIREMENTS, OR THAT ACCESS TO THE SITE WILL BE UNINTERRUPTED OR ERROR FREE. FRESHLY BRANDED DOES NOT WARRANT THAT ITS HARDWARE OR SOFTWARE OR ANY PORTION THEREOF WILL BE FULLY PROTECTED AGAINST MALFUNCTIONS OR SECURITY BREACHES. YOU ACKNOWLEDGE AND AGREE THAT NEITHER FRESHLY BRANDED NOR ANY BUYER MAKE ANY PROMISE OR GUARANTEE THAT YOU WILL OBTAIN OR RECEIVE ANY MINIMUM REVENUE OR PROFITS AS A RESULT OF THIS AGREEMENT OR YOUR SUBMISSIONS, AND FRESHLY BRANDED SHALL HAVE NO OBLIGATION TO PAY YOU ANY AMOUNTS UNDER THIS AGREEMENT, ANY NO BUYER SHALL HAVE ANY OBLIGATION TO PAY YOU ANY AMOUNTS UNDER THIS AGREEMENT OR IN RESPONSE TO A SUBMISSION EXCEPT AS EXPRESSLY SET FORTH IN THE RELEVANT BRIEF AND ONLY FOR SUBMISSIONS SELECTED IN RESPONSE TO SUCH RELEVANT BRIEF PER ITS TERMS. YOU AGREE TO WAIVE ANY AND ALL CLAIMS YOU MAY HAVE AGAINST FRESHLY BRANDED AND ANY BUYER ARISING FROM YOUR SUBMISSIONS TO AN BRIEF, INCLUDING WITHOUT LIMITATION ANY CLAIMS ARISING FROM YOUR SUBMISSION FAILING TO BE SELECTED AFTER HAVING BEEN SUBMITTED IN RESPONSE TO AN BRIEF. YOU ACKNOWLEDGE AND AGREE THAT FRESHLY BRANDED AND ALL BUYERS HAVE NO OBLIGATION WHATSOEVER TO SELECT YOUR SUBMISSION IN RESPONSE TO AN BRIEF.

EXCEPT AS MAY BE OTHERWISE AGREED IN WRITING BETWEEN YOU AND FRESHLY BRANDED (WITH RESPECT TO FRESHLY BRANDED ONLY) OR A THIRD PARTY BUYER (WITH RESPECT TO SUCH BUYER ONLY), FRESHLY BRANDED AND EVERY BUYER DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AVAILABILITY, ACCURACY, OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO THESE LIMITATIONS MAY NOT APPLY TO YOU.

 

LIMITATION OF LIABILITY. NEITHER FRESHLY BRANDED NOR ANY BUYER WILL IN ANY EVENT BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE SUBMISSIONS, THE SITE, ANY BRIEF, OTHER FRESHLY BRANDED SERVICES OR SOFTWARE, OR FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS, LOST DATA, OR OTHER LOSSES, EVEN IF FRESHLY BRANDED OR A RELEVANT BUYER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN THE EVENT THE ABOVE LIMITATION IS NOT ENFORCEABLE IN WHOLE OR IN PART FOR ANY REASON, FRESHLY BRANDED AND ANY BUYER SHALL IN NO EVENT BE LIABLE ON ANY GROUND FOR MORE THAN THE GREATER OF (I) ANY SUBSCRIPTION OR LICENSE FEES YOU HAVE PAID DIRECTLY TO FRESHLY BRANDED IN THE PRECEDING THIRTY (30)-DAY PERIOD OR (II) TEN DOLLARS ($10.00 USD).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THESE LIMITATIONS MAY NOT APPLY TO YOU.

 

Modifications to this Agreement

 

Freshly Branded reserves the right to amend this Agreement at any time and without notice, and it is your responsibility to review this Agreement for any changes. Your use of the Freshly Branded Site following any amendment of this Agreement will signify your assent to and acceptance of its revised terms.

 

Miscellaneous

 

This license constitutes the entire agreement between Freshly Branded and You with respect to Your rights to access and use the Site. You agree that no joint venture, partnership, employment, or agency relationship exists between You and Freshly Branded as a result of this Agreement or Your use of or access to the Site. If any provision of this Agreement is invalid or unenforceable for any reason in any jurisdiction, such provision shall be construed to have been adjusted to the minimum extent necessary to cure such invalidity or unenforceability. The invalidity or unenforceability of one or more of the provisions contained in this Agreement shall not have the effect of rendering any such provision invalid or unenforceable in any other case, circumstance or jurisdiction, or of rendering any other provisions of this Agreement invalid or unenforceable whatsoever. You may not assign, sublicense or otherwise transfer any of Your rights hereunder, nor delegate any of Your duties hereunder. Freshly Branded may freely assign, sublicense or transfer its rights or delegate its duties hereunder without notice to You. The headings in this Agreement are inserted merely for the purpose of convenience and shall not affect the meaning or interpretation of this Agreement. No waiver by Freshly Branded under this Agreement shall be valid or binding unless set forth in writing and duly executed by Freshly Branded. Any such waiver shall constitute a waiver only with respect to the specific matter described therein and shall in no way impair the rights of Freshly Branded in any other respect or at any other time. Any delay or forbearance by Freshly Branded in exercising any right hereunder shall not be deemed a waiver of that right. The Parties to this Agreement are independent contractors. Except as otherwise expressly provided herein, nothing herein creates any joint venture, partnership, agency, employment, fiduciary or other relationship between the parties, and neither party is authorized to make contracts or commitments in the name of or on behalf of the other without the other party's prior written approval. This Agreement shall be construed and enforced in accordance with the laws of the State of Kansas. Any dispute arising out of this Agreement shall be adjudicated exclusively in the state or federal courts located in Kansas, and Freshly Branded and You both consent to personal jurisdiction and venue therein.