Intellectual Property Terms of Use, Indemnification & License Agreement

 

As with any business there are certain risks that are incurred just by doing business. We would like everyone's logo to be made available to the public. However, we can not assume risk for people who have copied other individuals intellectual property and are using them as their own. 

When uploading a logo please make sure that you own it, and you have all rights to your intellectual property. We are not going to do a trademark search on every logo submitted so that is your responsibility as the business owner to do so. If you believe there could be a chance that you are using someone else's property or design, please do not upload that logo.

When you upload your logo you will see this message again, and by submitting your logo you have agreed to the agreement below.

Thank you

Intellectual Property Terms of Use, Indemnification, & License Agreement

 

These Terms of Use (these “Terms”) set forth the legally binding terms and conditions that govern your use of the Site AS A PROVIDER OF CONTENT.  By TRANSMITTING, UPLOADING, PROVIDING, OR OTHERWISE MAKING CONTENT AVAILABLE To THE HOODWINK LLC you are accepting these Terms (on behalf of yourself or the entity that you represent), and you represent and warrant that you have the right, authority, and capacity to CONSENT TO these Terms (on behalf of yourself or the entity that you represent).  you may not access, use the Site, OR accept theSE Terms if you are not at least 18 years old.  If you do not agree with all of the provisions of these Terms, do not access, TRANSMIT, UPLOAD, PROVIDE, OTHERWISE MAKE CONTENT AVAILABLE TO THE COMPANY and/or use the Site.

ARTICLE 1

DEFINITIONS

• Intellectual Property. Shall mean and refer to the category of protectable tangible and intangible property including, but not limited to, the following: copyrights, trademarks, and/or patents.

 

• Shall mean, you, the individual and/or entity that transmits, uploads, provides, or otherwise makes Content available to the Company, whether through the use of the features available through the Site, or through any other avenue.

 

• Shall mean and include any and all data, information, images, words, recordings, etc., that is in any way made available to the Company by Provider, including through Provider’s agents, affiliates, successors or assigns, whether or not the Content also meets the definition of Intellectual Property, as defined herein.

 

• Shall mean and refer to the website located at www.thehoodwink.com.

 

• Shall mean and refer to THE HOODWINK LLC.

 

ARTICLE 2

 

PROVIDER REPRESENTATIONS & WARRANTIES

 

2.1.            License.          Provider hereby grants (and you represent and warrant that you have the right to grant) to Company an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit the Content, and to grant sublicenses of the foregoing rights, solely for the purposes of including the Content in the Site.  You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to the Content.

2.2             Acceptable Use Policy.         The following terms constitute our “Acceptable Use Policy”:

 

(a)       You agree not to use the Site to collect, upload, transmit, display, or distribute any Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.

 

(b)       In addition, you agree not to: (i) upload, transmit, or distribute to or through the Site any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Site unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii)  use the Site to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Site, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Site (or to other computer systems or networks connected to or used together with the Site), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Site; or (vi) use software or automated agents or scripts to produce multiple accounts on the Site, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Site (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file).

2.3.            Indemnification.       You agree to indemnify and hold Company (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Site, (b) your violation of these Terms, (c) your violation of applicable laws or regulations or (d) use of the Content.  Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims.  You agree not to settle any matter without the prior written consent of Company.  Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

 

 

 

ARTICLE 3

MISCELLANEOUS PROVISIONS

3.1.            Changes.        These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Site.  You are responsible for providing us with your most current e-mail address.  In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice.  Any changes to these Terms will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our Site.  These changes will be effective immediately for new users of our Site.  Continued use of our Site following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

3.2             Electronic Communications.           The communications between Provider and Company use electronic means, whether Provider uses the Site or send us emails, or whether Company posts notices on the Site or communicates with Provider via email. For contractual purposes, Provider (a) consents to receive communications from Company in an electronic form; and (b) agrees that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights.

3.3             Limitation on Liability.        TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY BE LIABLE TO PROVIDER OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR THE USE OF, OR INABILITY TO USE, THE SITE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  ACCESS TO, AND USE OF, THE SITE IS AT PROVIDER, OR USERS, OWN DISCRETION AND RISK, AND THE USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ANY DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM. 

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PROVIDER HAS PAID THE COMPANY FOR USE OF THE SITE. 

3.4             Governing Law and Venue. This Agreement shall be governed by the laws of the State of Kansas.  Venue for any action brought under the terms of this Agreement shall be in Goodland, Kansas, or the federal courts located in the State of Kansas.

3.6             DISCLAIMER AS TO INTELLECTUAL PROPERTY RIGHTS.  EXCEPT FOR THE LICENSE GRANTED TO THE COMPANY HEREIN, THE COMPANY MAKES NO REPRSENTATION OR WARRANTY TO THE PROVIDER OR TO ANY USER OF THE SITE AS TO THE OWNERSHIP OF ANY INTELLECTUAL PROPERTY RIGHTS OF THE CONTENT DISPLAYED ON THE SITE BY ANY PROVIDER.  PROVIDER SHALL BE SOLELY RESPONSIBLE FOR ANY VIOLATIONS OF ANY SUCH INTELLECTUAL PROEPRTY RIGHTS AND IS SOLELY RESPONSIBLE FOR ENSURING THAT THE CONTENT DOES NOT VIOLATE ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.  

 

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