Direct Licensing Hub Terms and Conditions

The Direct Licensing Hub Platform (“DLH”) is being provided to you and your company by Direct Licensing Hub (“us” or “we”) and is governed by these Terms and Conditions.  DLH is a web-based software-as-a-service that brandowners can use to assist them in managing their brand licensing programs. We grant you a limited license to use the DLH.

1.Intellectual Property

We and/or our licensors and services providers own all copyrights in the text, images, graphics, user interface, and other content, including the arrangement of such content, provided on DLH. We are granting you the right to use any of our data that may be on the site and generate content based on that data. You do not own any content that DLH generates from the data you or other users provide. Nothing stated or implied on DLH or these Terms and Conditions grants you any ownership right in DLH.

We own the DLH trademarks. The names and logos of the brandowners are the property of the respective brandowners that may use the DLH service to manage their licensing programs. Nothing contained in these Terms and Conditions or on the DLH platform should be construed as granting any license or right to use any mark displayed on DLH without the express written permission of the respective owner.

2.Prohibited Activities

You are required to comply with all applicable laws in connection with your use of DLH, including any applicable consumer protection and privacy laws. As a condition of your access or use of DLH, you represent and warrant that you will not use DLH for any unlawful purpose or any purpose inconsistent with these Terms and Conditions. Prohibited activity includes, without limitation:

-any breach of these Terms and Conditions.

– attempting to decipher, decompile, disassemble or reverse engineer any software comprising or in any way making up DLH.

– sharing reports or information with any of our competitors.

– allowing any other person or entity to use your username and password to gain access to DLH for unlawful or prohibited purposes.

– downloading or using data without authorization. Information stored on DLH is authorized to be used by you internally. The information you may download cannot be made available to the general public without prior written permission from us and the brandowner.

– abusing, harassing, threatening, impersonating, or intimidating of anyone, including other users of DLH.

– advertising, or soliciting any user to buy or sell any products or services, or to use any information obtained from DLH in order to contact, advertises to, solicit or sell to any user without their explicit consent, our explicit consent, and the brandowner’s explicit consent.

– promoting or selling content of another user.

– using any device or software to interfere or attempt to interfere with the proper working of DLH or any activity being conducted on DLH.

– using or attempting to use any engine, software, tool, agent, or other device or mechanism to navigate or search DLH to harvest or otherwise collect information to be used externally or unlawfully.

– attempting to probe, scan, or test the vulnerability of the system or network or to breach security or authentication measures without proper authorization.

3.Termination

Abuse of the DLH platform will not be tolerated. We reserve the right to terminate or suspend your access to at our discretion. No refunds will be issued. If your subscription is terminated (either by us or by your request) and we will not owe any damages that may result (directly or indirectly) from such suspension or termination. If you have paid a fee to use the DLH, you will not receive a refund or partial refund of your fee.

4.Username, Password, Security

1. By accessing and using DLH, you consent to these Terms and Conditions.

2. Once a brandowner has confirmed that you can access their DLH portal, you will be instructed to create a username and password to login to DLH.

3. Your username and password will be your identity for purposes of interacting with us, the brandowner, and other users through DLH.

4. You will keep confidential, will not disseminate, and will use solely in accordance with these Terms and Conditions, your username and password for DLH. You will immediately notify us if you learn of or suspect: (i) any loss or theft of your username or password, or (ii) any unauthorized use of your username or password or of DLH. In the event of such loss, theft, or unauthorized use, we may impose on you, in our sole discretion, additional security obligations.

5. Security Breaches and Revision. If any unauthorized person obtains access to DLH as a result of any act or omission by you, you will use best efforts to ascertain the source and manner of acquisition and will fully and promptly notify us of this information. You will cooperate and assist in any investigation relating to any unauthorized access.

5.Warranties

We make no warranties as to the data provided on DLH. There is no guarantee that the information will be updated in real time to reflect the most up to date sales numbers or be free from error. You use the data provided on DLH at your own risk.

6.Indemnification

You agree to indemnify and hold harmless us, the brandowner, any service providers or licensors and our respective subsidiaries, parent companies, affiliates, directors, officers, agents, co-branders or other partners and employees from and against all liabilities, claims and expenses, including reasonable attorneys’ fees, made by any third party due to or arising out of content you submit, post to or transmit through DLH, your use of DLH, your violation of these Terms and Conditions, or your violation of any rights of another.

7.Limitation of Liability

IN NO EVENT WILL WE, OUR LICENSORS, SERVICE PROVIDERS, THE BRANDOWNER OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THIS SERVICE (the “Indemnities”), BE LIABLE IN ANY MANNER WHATSOEVER FOR ANY DIRECT, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS, LOSS OF BUSINESS OR DATA, BUSINESS INTERRUPTION, TRADING LOSSES) (a) ARISING OUT OF YOUR ACCESS, USE OR INABILITY TO USE DLH, (b) IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, INACCURACY OF THE INFORMATION, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE OR SYSTEM FAILURE.  THESE LIMITATIONS APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF WE OR ANY THIRD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, OUR LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY CLAIMANT FOR DAMAGES, LOSSES, OR CAUSES OF ACTION ARISING UNDER THESE TERMS AND CONDITIONS OR THE USE OF DLH EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY YOU TO DLH IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIMS.

8.No Professional Advice

Any information supplied by any employee or agent of us, whether by telephone, e-mail, letter, facsimile or other form of communication, is intended solely as general guidance on the use of DLH, and does not constitute legal, accounting or other professional advice. Individual situations and state laws vary and users are encouraged to obtain appropriate advice from qualified professionals in the applicable jurisdictions. We make no representations or warranties concerning any course of action taken by any person following or otherwise using the information offered or provided within or through DLH.

9.Choice of Law and Forum

These Terms and Conditions are governed by and construed in accordance with the laws of the state of Georgia. You consent and agree to submit to the exclusive jurisdiction and venue of the United States District Court for the Northern District of Georgia, and for matters not susceptible of adjudication in the federal courts, the courts of the State of Georgia located in Fulton County, in all disputes arising out of or relating to the use of DLH.

10.Severability

If any portion of these Terms and Conditions is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect. These Terms and Conditions may be modified only by our posting on DLH changes to these Terms and Conditions.

11.No Waiver

Our failure to enforce any provisions of these Terms and Conditions or respond to a breach by you or other parties does not in any way waive our right to enforce subsequently any terms or conditions or to act with respect to similar breaches.

12.Modification of This Agreement

We reserve the right to amend these Terms and Conditions at any time. You are bound by any such revisions and should therefore periodically visit this page to review the then-current Terms and Conditions to which you are bound. Your use of DLH after the posting of modifications to these Terms and Conditions constitutes your acceptance of these Terms and Conditions as modified. If, at any time, you do not wish to accept these Terms and Conditions, you must send written notice to us to terminate your account (including username and password) and notify the brand owner.

13.Violations

Please report any violations of these Terms and Conditions to us at legal@directlicensinghub.com.