BrandDoozie Template Studio Service License Agreement

This BRANDDOOZIE TEMPLATE STUDIO SERVICE LICENSE AGREEMENT (the “Agreement”) is a legal agreement between you (either an individual or a single entity, hereinafter referred to as either “You” or “User”) and BrandDoozie (“BrandDoozie”) for the BrandDoozie Template Studio Service (the “Service” or the “BrandDoozie Service”) provided to You through the BrandDoozie website located at www.branddoozie.com (the “Website”).

IMPORTANT - PLEASE READ CAREFULLY: BY CLICKING ON “I AGREE” AND/ OR USING THE BRANDDOOZIE SERVICE, YOU ARE (1) REPRESENTING THAT YOU ARE OVER THE AGE OF 18, (2) REPRESENTING THAT YOU HAVE THE RIGHT AND AUTHORITY TO LEGALLY BIND YOURSELF OR YOUR COMPANY, AS APPLICABLE, AND (3) CONSENTING TO BE LEGALLY BOUND BY ALL THE TERMS AND CONDITIONS OF THE AGREEMENT. IF YOU DO NOT AGREE TO ALL THESE TERMS OR CANNOT MAKE SUCH REPRESENTATIONS, YOU MAY NOT USE THE BRANDDOOZIE SERVICE.

1. THE BRANDDOOZIE SERVICE

1.1 BrandDoozie Service is a proprietary hosted platform that enables users to use the BrandDoozie Software, BrandDoozie Images, BrandDoozie Design Templates, other collection of tools, fonts, color combinations and rich content (collectively referred to as the “BrandDoozie Assets”) and the User Content to build logos and produce professionally branded marketing materials including, without limitation, business cards, letterheads, direct-mail postcards, brochures (collectively “Marketing Materials”) both for print and Web, as well as tracking of any number of projects, and accessibility to those projects 24/7 from anywhere they have web access (capitalized terms defined below). BrandDoozie Software means the proprietary computer software on which the BrandDoozie Service operates. BrandDoozie Images means the photographs and other related materials forming part of the BrandDoozie Photo Gallery that are made available to the Users for use only as part of the BrandDoozie Service. BrandDoozie Design Templates means the pre-defined designs and layouts offered as part of the BrandDoozie Service for creating various Marketing Materials. User Content means all content, including without limitation, trademarks, names, information, data, text, photographs, graphics, images, or other materials uploaded by the User for use in connection with the BrandDoozie Service. All Marketing Materials that are created by the User using the BrandDoozie Service are hereinafter referred to as the Licensed Marketing Materials. A complete description of the BrandDoozie Service is available at the Website.

1.2 Additionally, the BrandDoozie Service allows Users to: (i) print the Licensed Marketing Materials at any time and up to any quantity; (ii) choose any printer the User desires or use one of BrandDoozie’s partner printers; (iii) use the Licensed Marketing Materials for advertising and promotional purposes, as corporate literature, promotional literature, editorial use, consumer use and non-profit; (iv) store the Licensed Marketing Materials on the Website (“Archived Materials”) for later use; (v) modify, alter or make changes to the Archived Works within the Website using the BrandDoozie Assets.

1.3 In order to use the BrandDoozie Service, you must obtain access to the World Wide Web (preferably high speed modem, DSL, broadband) on your account, either directly or through devices that access web-based content, and pay any service fees associated with such access. In addition, you must provide all equipment and modem or other access devices.

1.4 BrandDoozie and its licensors reserve the right to make any changes in the BrandDoozie Service, including without limitation by improving, adding or even removing certain features. BrandDoozie may modify this Agreement at any time, with notice to you. You should review the terms and conditions of each version. By continuing to use the BrandDoozie Service following any modification of this Agreement, You accept and agree to be bound by such modification. If any modification is not acceptable to You, Your sole remedy and recourse is to discontinue use of the BrandDoozie Service. In addition, when using particular features of the BrandDoozie Service, you may be subject to additional guidelines, rules, and terms and conditions applicable to such features. All such guidelines, rules, and terms and conditions are hereby incorporated by reference into the Agreement.

2. YOUR REGISTRATION

2.1 In order to use the BrandDoozie Service, You will be required to register at the Website and submit personal information such as your name, billing address, e-mail address, credit card number and other billing information (the "Account Information"). You agree to provide BrandDoozie with true, accurate, current, and complete information about yourself and to inform BrandDoozie promptly of any changes to the Account Information. If you provide BrandDoozie with any information that is untrue, inaccurate, not current or incomplete, or BrandDoozie has reasonable grounds to suspect so, BrandDoozie has the right to suspend or terminate your access and use of the BrandDoozie Service.

2.2 All of your Account Information as well as other payment and personal information provided by you to BrandDoozie, is subject to BrandDoozie’s Privacy Policy is incorporated herein by reference. Your use of the BrandDoozie Service indicates that you accept the terms of BrandDoozie’s Privacy Policy.

3. LICENSE

3.1 Subject to the terms and conditions of this Agreement, BrandDoozie shall allow the User to use the BrandDoozie Service and hereby grants to the User a limited, non-exclusive, non-transferable and non-sublicensable license to use the BrandDoozie Assets solely as hosted and offered by BrandDoozie, for the sole purpose of accessing and using the BrandDoozie Service. The BrandDoozie Service including the BrandDoozie Assets and Licensed Marketing Materials are for your sole personal use and/or business operations and is not for resale or other transfer or disposition to any other person or entity. Notwithstanding anything to the contrary, You may allow your clients to use the Licensed Marketing Materials, provided, however that your client agrees not to resell, transfer or otherwise dispose to any other person or entity.

3.2 Under each license, User will be allowed to use one (1) BrandDoozie Design Template of the User’s choice (“Licensed Template”) for creating the Licensed Marketing Materials. Once the User has paid the license fee, User shall be allowed to choose a Licensed Template and all Licensed Marketing Materials will then reflect the Licensed Template. The Users may not use more than one BrandDoozie Design Template under a single license but are free to pay additional license fees to use different templates.

3.3 User shall not use the BrandDoozie Service in any manner other than as expressly authorized under this Agreement. Without limiting the foregoing, the User will not, and will not permit, assist, or allow others to:
(i) copy, alter, modify, adapt, translate, reverse engineer, decompile, disassemble, re-engineer, or otherwise discover, recreate, or attempt to discover or recreate the BrandDoozie Assets including, without limitation, the BrandDoozie Software or its source code;
(ii) resell, distribute or sub-license the BrandDoozie Assets or the Licensed Marketing Materials that contain or use the BrandDoozie Assets;
(iii) display the BrandDoozie Design Templates and Licensed Marketing Materials in any digital format or for any digital use at a resolution greater than 640x480 pixels, except as expressly specified otherwise;
(iv) alter, modify or make changes to the Licensed Marketing Materials other than on the Website and by using the BrandDoozie Assets;
(v) use the BrandDoozie Assets other than in relation with the BrandDoozie Service or Licensed Marketing Materials;
(vi) remove any copyright, trademark or other proprietary rights notices contained in or on the BrandDoozie Service, BrandDoozie Assets in or on any other content or materials obtained as part of the BrandDoozie Service;
(vii) circumvent or disable any security or other technological features or measures of the BrandDoozie Service;
(viii) use any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve or index any portion of the BrandDoozie Service;
(ix) use the BrandDoozie Service to create or transmit unwanted electronic communications such as “spam” to third parties through the BrandDoozie Service;
(x) use the BrandDoozie Service to transmit any viruses, worms, defects, Trojan horses or other items of a destructive nature;
(xi) use the BrandDoozie Service to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal content, including any content that may be deemed threatening, obscene, pornographic, defamatory or that violates federal, state or local law;
(xii) use any device, software or routine that interferes with the proper working of the BrandDoozie Service, or otherwise attempt to interfere with the proper working of the BrandDoozie Service; and
(xiii) use the BrandDoozie Service for any purpose or in any manner that infringes the intellectual property rights of any third party including, without limitation, to upload, post, publish, distribute, transmit, submit or otherwise make available through the BrandDoozie Service any content that infringes the intellectual property rights of any third party.

3.4 User shall use its best efforts to prevent any unauthorized use of the BrandDoozie Service and immediately notify BrandDoozie in writing of any unauthorized use that comes to User’s attention. If there is unauthorized use by anyone who obtained access to the BrandDoozie Service directly or indirectly through User, User will take all steps reasonably necessary to terminate the unauthorized use. User will cooperate and assist with any actions taken by BrandDoozie to prevent or terminate any unauthorized use of the BrandDoozie Service. BrandDoozie will not be liable for any damages incurred by the User arising out of related to any unauthorized access to, or disclosure of, the User Content. User will be solely responsible for any actions under the User Account, whether authorized by the User or not.

3.5 BrandDoozie has no obligation to monitor the User’s use of the Service. However, BrandDoozie may, in its sole discretion and without assuming any future obligation, decide to monitor and audit any use of the Service. BrandDoozie reserves the right to deny User access to all or part of the Service without notice if BrandDoozie believes, in its sole discretion, that such user has violated any of the terms of this Agreement. Likewise, BrandDoozie may remove or refuse to upload any User Content that it finds, in its sole discretion, to be infringing, obscene, offensive, undesirable, or otherwise unacceptable. BrandDoozie may disclose any User information, including without limitation User Content, as is reasonably necessary to: (a) satisfy any applicable law, regulation, court order, legal process or enforceable government request, or (b) ensure compliance with applicable terms of service or agreements including investigation of any potential violations, or (c) to investigate, prevent, or take action regarding illegal activities, suspected fraud, situations involving potential threats to the physical safety of any person.

3.6 From time to time, BrandDoozie may add new features to the Service that are described as “beta” (“Beta Features”). User acknowledges that Beta Features may be untested, non-functional, and/or partly functional features of the Service. User will back-up all content it adds to the Beta Features and will not rely upon the functionality of the Beta Features for any purpose whatsoever. If used, Beta Features will be considered part of the Service and all provisions of this Agreement relating to the Service will apply to the Beta Features.

4. OWNERSHIP

As between the parties, BrandDoozie and its licensors are and shall remain, as applicable, the sole and exclusive owner of the BrandDoozie Assets provided under this Agreement. User acknowledges that ownership of the BrandDoozie Assets remains with BrandDoozie and its licensors and that User has no right, title or interest in the BrandDoozie Assets, except as expressly granted to the User under this Agreement. User further acknowledges that the use of the BrandDoozie Service does not confer on the User any such right, title or interest in or to the BrandDoozie Assets. User understands that the BrandDoozie Assets represent original, confidential, proprietary, and copyrighted information and proprietary rights of BrandDoozie and its licensors, including, but not limited to, copyrights therein, are not assigned or released as a result of this Agreement. Except for those rights expressly granted in this Agreement, no other rights are granted, either express or implied, to the User. User will not contest or challenge BrandDoozie’s, and its licensors’, rights to or ownership of the BrandDoozie Assets at any time during or after the term of this Agreement. All right, title, and interest, including all intellectual property rights, in the BrandDoozie Assets and any ideas, know-how, and software developed by BrandDoozie during the course of performance of the Service shall remain the property of BrandDoozie. This provision will survive the expiration or termination of the Agreement.

5. USER CONTENT

5.1 User shall remain the sole and exclusive owner of the User Content. By using the User Content with relation to the BrandDoozie Service, User is not granting any license to use or authorize the use of the User Content to BrandDoozie. Notwithstanding anything to the contrary in the preceding sentence, User grants BrandDoozie the right and license to use, copy or reproduce the Licensed Marketing Materials for marketing and promotional purposes.

5.2 User is solely responsible and liable for all User Content that the User uploads, posts, or transmits via the BrandDoozie Service. BrandDoozie does not control the User Content nor can BrandDoozie guarantee the accuracy, integrity, privacy or quality of such Content. User shall be responsible to provide appropriate formats for any image or graphic, and to provide those images and graphics in the highest quality. Additionally, User shall be responsible to ensure that the User Content does not:

(i) contain anything that is or may be threatening, harassing, degrading, hateful, abusive, intimidating, defamatory, fraudulent or tortuous, obscene, indecent, vulgar, profane, pornographic, or otherwise objectionable;
(ii) contain anything that is protected by copyright, trademark, trade secret, right of publicity, or other proprietary right without the express permission of the owner of such copyright, trademark, trade secret, right of publicity, or other proprietary right;
(iii) contain anything that harasses others, promote bigotry, racism, hatred or harm against any individual or group, promote discrimination based on race, sex, religion, nationality, sexual orientation or age;
(iv) contain anything that would violate another person’s publicity, privacy or other rights;
(v) contain anything that would give rise to criminal or civil liability, which encourages conduct that constitutes a criminal offense, or which encourages or provides instructional information about illegal activities, or activities such as hacking, cracking, or phreaking;
(vi) contain any adware, malware, spyware, computer programming routines, software or viruses that are intended to damage, interfere with or in any way limit the functionality of any computer software or hardware or telecommunications equipment, intercept or expropriate any system data or personal information, permit unauthorized access to the Service or any part thereof or disable, damage or erase any portion of the content or advertisements processed or stored therein;
(vii) contain anything that would constitute unsolicited bulk email, junk mail, spam or chain letters, pyramid schemes, investment opportunity, or any other form of unsolicited advertisement.

5.3 Users shall be solely responsible to ensure that the marks and names used to build logos using the BrandDoozie Service and the logos themselves do not infringe third party rights. No trademark or service mark rights are being conveyed under this Agreement. It is agreed that BrandDoozie has no responsibility or obligation to assist the User in seeking State or Federal intellectual property protection for any logos and Licensed Marketing Materials and no such protection can be guaranteed.

5.4 User understands and agrees that User is fully and unconditionally responsible for the selections User makes including that of colors, photos, type, etc., spelling and grammar of User Content and the quality, printability, readability and usability of User Content. It is understood that BrandDoozie has endeavored to provide the User with exceptional tools and materials and to ensure that Licensed Marketing Materials will look professional, be printable, and be of high quality. In addition, it is also understood and agreed that BrandDoozie has endeavored to make the on-screen images of the Licensed Marketing Materials look as closely and as representative to that which will print. However, User understands and agree that BrandDoozie is a web-based system, and all computers and computer monitors are not the same and the materials viewed on User’s monitor may differ slightly in color and layout from the final printed piece. In addition, User understands that BrandDoozie is not a printer, and printing quality varies from printer to printer, as well as with price. BrandDoozie provides the option and service of using one of its trusted partner printers as a COURTESY ONLY to its users. The selection of printer remains the User’s responsibility, and BrandDoozie can make no guarantee and will not be held liable as to the final outcome of your printed piece with the printer you choose.

6. PAYMENT

6.1 In consideration for your use of the BrandDoozie Service and the licenses granted hereunder, you agree to pay all license fees including applicable state and local taxes, in accordance with BrandDoozie’s billing plan in effect at the time such license fees becomes payable. Such billing plan is hereby incorporated by reference into this Agreement. You acknowledge that you may be charged a subscription fee, even if you do not use or access the BrandDoozie Service. BrandDoozie reserves the right to change the billing plan and the subscription fees for the BrandDoozie Service at any time, upon prior notice to you. If you fail to pay the charges for the BrandDoozie Service when due, BrandDoozie reserves the right to pursue any and all legal remedies to collect the amounts owed by you including without limitation the right to suspend or terminate your subscription to the BrandDoozie Service.

6.2 You understand that You may incur charges from your Internet service provider arising out of your use of the BrandDoozie Service. You are responsible for paying any fees charged by your data carrier for allowing you to access the BrandDoozie Service, including any data plan charges, toll.

7. BRANDDOOZIE PARTNERS

From time to time, BrandDoozie may run advertising and public relations campaigns as well as promotions. The manner, mode and extent of advertising by BrandDoozie will be determined by BrandDoozie in its sole discretion, and is subject to change at any time without notice. In addition, BrandDoozie may work with third parties (“Partners”) to provide you with better service. Your communications or dealings with such Partners found on or through the BrandDoozie Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such communications or dealings with any Partners or outside services, are solely between you and such Partner. BrandDoozie is not responsible or liable for any loss or damage incurred as the result of any such communications or dealings or as the result of the presence of such Partners.

8. REPRESENTATIONS AND WARRANTIES

Each party hereby represents and warrants to the other that (i) such party has the right, power and authority to enter into this Agreement and to fully perform all its obligations hereunder, including but not limited to the license, receipt and use of Service; and (ii) the making of this Agreement does not violate any agreement existing between such party and any third party.

9. DISCLAIMER OF WARRANTY

BRANDDOOZIE PROVIDES THE BRANDDOOZIE SERVICE AND BRANDDOOZIE ASSETS TO USERS ON AN “AS IS” AND “AS AVAILABLE” BASIS. BRANDDOOZIE MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE RELATING TO THE BRANDDOOZIE SERVICE AND BRANDDOOZIE ASSETS, OR REGARDING ANY INFORMATION OR MATERIALS FURNISHED OR PROVIDED TO USER UNDER THIS AGREEMENT. BRANDDOOZIE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND WARRANTIES ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USE OF TRADE, AS TO ANY MATTER. BRANDDOOZIE EXPRESSLY DISCLAIMS ANY WARRANTY THAT THE BRANDDOOZIE SERVICE AND BRANDDOOZIE ASSETS WILL MEET ALL OF USER’S REQUIREMENTS, THAT THE USE OF THE BRANDDOOZIE SERVICE AND BRANDDOOZIE ASSETS WILL BE UNINTERRUPTED OR ERROR-FREE OR REGARDING THE SECURITY, ACCURACY, RELIABILITY, TIMELINESS AND PERFORMANCE OF THE BRANDDOOZIE SERVICE AND BRANDDOOZIE ASSETS. THE PARTIES EXPRESSLY ACKNOWLEDGE THAT THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BRANDDOOZIE WILL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR RELATED TO INTERRUPTION OF, OR DEFECTS IN, PROVIDING THE BRANDDOOZIE SERVICE INCLUDING, WITHOUT LIMITATION, INTERRUPTIONS OR DEFECTS DUE TO THE INABILITY TO ACCESS THE INTERNET OR ANY PART THEREOF, EQUIPMENT MODIFICATIONS, UPGRADES, RELOCATIONS OR REPAIRS. NO REDUCTION OF PAYMENTS WILL BE MADE IN THE CASE OF TEMPORARY INTERRUPTION OF, OR DEFECTS IN, PROVIDING THE SERVICE.

10. INDEMNIFICATION

User shall indemnify and hold harmless BrandDoozie and its affiliates, directors, officers, shareholders, agents, licensors, employees, successors and assigns, from and against any and all claims, damages, liabilities, costs and expenses including, without limitation, reasonable attorney’s fees and court costs (collectively, the “Claims”) arising out of or relating to: (i) User’s violation of its obligations and warranties under this Agreement, (ii) User’s use of the BrandDoozie Service; (iii) User’s violation of any national and foreign laws, regulations and treaties; (iv) User’s infringement of any intellectual property rights of third parties including, without limitation, the copyright or any proprietary right in any User Content; (v) User’s advertent or inadvertent violation of the rights of privacy or publicity of any third parties; (vi) any alleged or actual acts of defamation, libel, slander, spamming, or any other offensive, harassing or illegal conduct; (vii) any unauthorized access or disclosure of personal information as a result of the User’s use of the BrandDoozie Service; and (viii) User’s negligence or misconduct in connection with the use of the BrandDoozie Service. User shall, at its own expense, defend BrandDoozie against any Claim provided that (a) BrandDoozie promptly notifies User of any Claim; (b) User has sole control of the settlement or defense action against BrandDoozie to which this indemnity relates; and (c) BrandDoozie reasonably cooperates with User to facilitate such settlement or defense. Notwithstanding the foregoing, User may not settle any Claim or consent to any judgment without first obtaining the written consent of BrandDoozie, such consent not to be unreasonably withheld, and BrandDoozie may participate in its own defense at its own expense. This paragraph shall survive the expiration or termination of this Agreement.

11. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL BRANDDOOZIE BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF USER OR ANY THIRD PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY INCLUDING, WITHOUT LIMITATION, LOSS OF USE, LOSS OF DATA OR LOST PROFITS, COST OF PROCURING SUBSTITUTE PRODUCTS OR BUSINESS INTERRUPTION, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). IN NO EVENT WILL BRANDDOOZIE’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AGGREGATE DOLLAR AMOUNT PAID BY USER TO BRANDDOOZIE AS LICENSE FEE FOR THE SERVICE GIVING RISE TO THE LIABILITY. THE PARTIES AGREE THAT THE PRECEDING LIMITATIONS REPRESENT A REASONABLE ALLOCATION OF RISK. User’s sole and exclusive remedy, if it is dissatisfied with the BrandDoozie Service or any terms, conditions, rules policies, guidelines or practices of BrandDoozie is to discontinue using the BrandDoozie Service.

12. TERM & TERMINATION

12.1 BrandDoozie reserves the right to terminate your access to the BrandDoozie Service at any time for any or no reason and without notice to you. Upon termination of the BrandDoozie Service, BrandDoozie shall have no liability to you or any further obligations under this Agreement, other than to provide you with a refund in accordance with BrandDoozie’s then current refund policy. Such refund policy is hereby incorporated by reference into this Agreement.

12.2 You may terminate this Agreement at any time by notifying BrandDoozie via (i) an email addressed to myaccount@BrandDoozie.com, or (ii) a letter addressed to: My Account, BrandDoozie, One Technology, Suite J-709, Irvine CA 92618. Any such termination by you shall become effective upon BrandDoozie’s receipt of your notice. You acknowledge that you may not be entitled to receive a full refund of all license fees, should you terminate your Service License Agreement.

12.3 Any termination of this Agreement shall not release you from any payment accrued to BrandDoozie hereunder prior to the effective date of such termination, which payment shall become immediately payable.

12.4 BrandDoozie Service shall terminate the Service upon any termination of this Agreement, or upon any suspension, termination or cancellation of your subscription to the BrandDoozie Service. All provisions relating to proprietary rights, warranty disclaimer, limitation of liability, indemnity, and confidentiality shall survive the termination of this Agreement.

12.5 Immediately following the expiration or earlier termination of this Agreement, User shall cease all use of BrandDoozie Service, BrandDoozie Assets and Licensed Marketing Materials and purge such materials from its records and destroy all copies thereof in its possession or control and User shall deliver written certification of such destruction to BrandDoozie not later than 30 days following the expiration or earlier termination of this Agreement.

13. CONFIDENTIALITY

You will maintain the confidentiality of and not disclose to any third party (a) all non-public information disclosed or made available by BrandDoozie to you in connection with the BrandDoozie Service and (b) all performance data and other information that you obtain through use of the BrandDoozie Service.

14 COPYRIGHT POLICY

14.1 It is BrandDoozie’s policy to comply with the DMCA or any equivalent law in other countries where the Website is made accessible. BrandDoozie shall: (i) block access to, or remove material that it believes in good faith infringes copyright of a third party; and (ii) remove and discontinue service to repeat infringers.

14.2 Copyright Notice. Copyright owners or any agents thereof who believe that any content on the Website infringes upon their copyrights may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing ( see 17 U.S.C 512(c)(3) for further detail):

i. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
ii. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
iii. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
iv. Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
v. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
vi. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
vii. Such written notice should be sent to our designated agent as follows:

Please also note that under Section 512(f) any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

14.3 Counter-Notification. If You elect to send us a counter notice, to be effective it must be a written communication provided to our designated agent that includes substantially the following (please consult your legal counsel or see 17 U.S.C. Section 512(g)(3) to confirm these requirements):

i. A physical or electronic signature of the subscriber.
ii. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.
iii. A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.
iv. The subscriber's name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the subscriber's address is outside of the United States, for any judicial district in which the service provider may be found, and that the subscriber will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.

15. INTERNATIONAL USE

Recognizing the global nature of the World Wide Web, User will comply with all local rules regarding online conduct and acceptable content, including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.

16. ARBITRATION AND GOVERNING LAW

You agree that any dispute, claim or controversy arising out of or relating to this Agreement or the breach thereof shall be settled by independent arbitration involving a neutral arbitrator and administered by the American Arbitration Association in Irvine, California. The arbitrator shall apply the Commercial Arbitration Rules of the American Arbitration Association, and the judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction. You acknowledge that there is no judge or jury in an arbitration proceeding and the decision of the arbitrator shall be binding upon both parties. This Agreement and performance hereunder will be governed by and construed in accordance with the laws of the State of California, without giving effect to its conflict of laws provisions.

17. GENERAL

17.1 Entire Agreement. This Agreement constitutes the entire and exclusive understanding and agreement between You and BrandDoozie regarding this subject matter, and supersedes any and all prior or contemporaneous agreements or understandings, written and oral, between You and BrandDoozie relating to this subject matter.

17.2 Assignment. User may not assign this Agreement, by operation or law or otherwise, without BrandDoozie’s prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of and be enforceable against the parties and their respective successors and assigns.

17.3 Waiver. BrandDoozie’s failure to enforce User’s strict performance of any provision of this Agreement will not constitute a waiver of BrandDoozie’s right to subsequently enforce that provision, or any other provisions of this Agreement. No waiver of any provision hereof will be effective unless in writing.

17.4 Export Control. Each party understands and acknowledges that the parties are subject to regulation by agencies of the U.S. government, including the U.S. Department of Commerce which prohibit export or diversion of certain products, technology and technical data to certain countries.

17.5 Force Majeure. BrandDoozie shall not be held responsible for any delay or failure in performance hereunder caused in whole or in part by fire, strike, flood, embargo, labor dispute, delay or failure of any subcontract, act of sabotage, riot, accident, delay of carrier or supplier, Internet outages, voluntary or mandatory compliance with any governmental act, regulation or request, act of God or by public enemy, or any act or omission or other cause beyond BrandDoozie’s control. If any such contingency shall occur, this Agreement will be deemed extended by the length of time such contingency continues.

17.6 Independent Contractors. BrandDoozie and User are independent contractors, and nothing in this Agreement creates any partnership, joint venture, agency, franchise, sales customer or employment relationship between BrandDoozie and User. All financial and other obligations associated with User’s business are the sole responsibility of User.

17.7 Severability. If any provision of this Agreement is held to be illegal, unenforceable or invalid, no other provision of this Agreement will be affected thereby, and the remaining provisions of this Agreement will be construed and reformed and shall continue with the same effect as if such illegal, unenforceable or invalid provision was not a part hereof.

17.8 No Third Party Rights. No person or entity who is not a party to this Agreement will derive any rights whatsoever hereunder as a third party beneficiary of this Agreement.

17.9 Notices. By using the BrandDoozie Service, you consent to receive from BrandDoozie all communications, including notices, agreements, legally required disclosures or other information in connection with the BrandDoozie Service electronically. BrandDoozie may provide such notices by posting them on the Website or by sending such notices to your e-mail address provided in your Account Information. If you desire to withdraw your consent to receive notices electronically, you must discontinue your use of the BrandDoozie Service. If you have any questions regarding the terms of this Agreement, please contact BrandDoozie by sending an email to agreement@branddoozie.com, by writing to BrandDoozie Customer Service, One Technology, Suite J-709 Irvine, CA 92618, or by calling BrandDoozie Customer Support at 888-803-8642.

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