Supplemental Service Agreement
This Supplemental Service Agreement (hereinafter “Supplemental Service Agreement”) is in addition to the Terms of Use for the website found at www.hanesbullseye.com (“Terms of Use”). Customer (hereinafter “you”), and Hanesbrands Inc. and third-parties who may be involved in providing any supplemental services you may select (hereinafter collectively “Hanesbrands”) agree that, notwithstanding anything contained in the Terms of Use to the contrary, the provisions set forth below shall be deemed to be a part of the Terms of Use and shall supersede any contrary provision of the Terms of Use to the extent applicable to the supplemental services which are provided pursuant to the Supplemental Services Agreement. All references to the Terms of Use in this Supplemental Service Agreement shall be construed to mean the Terms of Use and all addenda, if any, to the Terms of Use. By obtaining any supplemental services, you agree to be bound by the Terms of Use and the Supplemental Service Agreement.
1. The Hanesbrands Special Services.
Hanesbrands provides a number of Internet-based services accessible through the www.hanesbullseye.com website (hereinafter “Site”). Three such services enable you to create customized materials such as sell sheets, emails and web sites (collectively “Services”) for your company’s commercial use through services hereinafter referred to as “Build Your Own Sell Sheets,” “Email Creator,” and “Custom Web Site Service.”
2. Use of the Site and Services.
Except for Customer Content (as hereinafter defined) which you choose to upload or provide, Hanesbrands owns or has rights to all intellectual and other property utilized in or in connection with the Hanesbrands “Services” and Site. Hanesbrands grants a limited revocable license to access and use the Site and the Services for the intended purposes. This license does not include the right to collect or use information contained on the Site for purposes prohibited by Hanesbrands, to compete with Hanesbrands, to create derivative works based on the content of the Site, or download or copy the Site. If you use the Site in a manner that exceeds the scope of this license or breaches this Supplemental Service Agreement, Hanesbrands may revoke the license granted to you without liability or obligation to you.
3. License.
3.1 As part of the Services, Hanesbrands allows you to upload materials to the Site, including but not limited to text, images, data, photos, graphics, or other content or any of these elements in combination as needed to create customized materials (collectively, "Customer Content"). This is intended to enable you to disseminate product information for your commercial purposes featuring the uploaded Customer Content.
3.2 You will upload or deliver to the Site all Customer Content that you want to use with the Services in accordance with the applicable instructions on the Site and this Supplemental Service Agreement. Hanesbrands may, in its sole and exclusive discretion, determine whether any Customer Content complies with such instructions and is satisfactory for use with the Services.
3.3 You will retain such ownership as you may have of the Customer Content that you upload to the Site. You hereby grant to Hanesbrands a royalty-free, worldwide, transferable, nonexclusive, irrevocable, right and license to use such Customer Content, in all media existing now or created in the future, as Hanesbrands deems necessary to enable you to use the Services to create customized materials for so long as your Customer Content remains uploaded to the Site. By submitting Customer Content to Hanesbrands and any third-party it engages to perform services or features available for your use on the Site, you grant Hanesbrands an irrevocable, nonexclusive, royalty-free, worldwide license to copy, crop, upload, download, print, resize, transmit, reproduce, publicly display, and distribute your Customer Content
3.4 You may also have the opportunity to select images, illustrations, designs, icons, photographs, and other materials to be used in conjunction with your customized materials that are contained on the Site and owned, controlled, or licensed by Hanesbrands “Hanesbrands Materials.” No right, title, or interest in the Hanesbrands Materials are transferred to you as a result of your selecting the Hanesbrands Materials for use with your customized materials.
4. User Account, Password, and Security
You will receive a user ID and password upon satisfactorily completing the registration process. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password and in your account. You agree to immediately notify Hanesbrands of any unauthorized use of your password or account or any other breach of security. Hanesbrands cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 4.
5. Representations and Warranties
5.1 In using this Site, you agree that you will not:
a) upload, download, post, email, or otherwise transmit any Customer Content that is unlawful, harmful, threatening, abusive, vulgar, harassing, defamatory, obscene, pornographic, indecent, inflammatory, libelous, tortious, hateful, or racially, ethnically, or otherwise objectionable, or invasive of another's rights, including but not limited to rights of celebrity, privacy, and intellectual property; b) impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; c) upload, download, post, email, or otherwise transmit any Customer Content that may infringe any patent, trademark, trade secret, copyright, or other intellectual or proprietary right of any party. By uploading or downloading any Customer Content, you represent and warrant that you have the lawful right to reproduce and distribute such Customer Content, and that the Customer Content complies with all applicable federal, state, and local laws, regulations, and ordinances; d) upload, download, post, email, or otherwise transmit any Customer Content that would constitute or encourage a criminal offense, violate the rights of any party, or would otherwise create liability or violate any local, state, national, or international law; e) upload, download, post, email, or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, or any other form of solicitation; f) upload, download, post, email, or otherwise transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; g) upload, download, post, email, or otherwise transmit false or misleading information; h) disrupt or interfere with the security of, or otherwise abuse, the Site, or any services, system resources, accounts, servers, or networks connected to or accessible through the Site or affiliated or linked websites; i) disrupt or interfere with any other user's enjoyment of the Site or affiliated or linked websites; j) frame or link to the Site except as permitted in writing by Hanesbrands;
5.2 You acknowledge that Hanesbrands does not screen or review submitted Customer Content, but that Hanesbrands and its designees shall have the right (but not the obligation) in their sole discretion to reject or remove any Customer Content that is available via the Site. Upon using any features on the Site, you agree that Hanesbrands may review any submissions and the Customer Content it contains for adherence to our guidelines and compliance with the terms and conditions set forth in this Supplemental Service Agreement. Without limiting the foregoing, Hanesbrands and its designees shall have the right to remove without liability or obligation to you any Customer Content that violates the Supplemental Service Agreement or is otherwise objectionable to Hanesbrands. You agree that you must evaluate, and bear all risks associated with use of any Customer Content, including any reliance on the accuracy, completeness, or usefulness of such Customer Content. You acknowledge and agree that you are responsible for the creation and compilation of your Customer Content, and that neither Hanesbrands nor any other party involved with any features on the Site shall have that responsibility. Your use of Site features depicting your Customer Content DOES NOT indicate that Hanesbrands approves Customer Content, that the Customer Content is consistent with applicable laws, or that you are free from any liability or harm arising from use of Customer Content. You remain liable for Customer Content and all uses thereof.
5.3 You acknowledge and agree that Hanesbrands may, but with no obligation to do so, save and preserve Customer Content and may also disclose Customer Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce the Supplemental Service Agreement; (iii) respond to claims that any Customer Content violates the rights of third-parties; or (iv) protect the rights, property, or safety of Hanesbrands, Site visitors and users, and the public. Our Privacy Policy does NOT apply to Customer Content.
5.4 You understand that the technical processing and operation of the Site, including your Customer Content, may involve (i) transmissions over various networks of unknown security; and (ii) changes to conform and adapt to technical requirements of connection networks or devices. You agree that you are solely responsible for actions and communications undertaken or transmitted under your account. Hanesbrands takes no responsibility and assumes no liability for any Customer Content uploaded or otherwise transmitted by or to you or by or to any third-party, or for any mistakes, network insecurity, defamation, slander, libel, omissions, falsehoods, infringement, obscenity, pornography, or profanity which you or a third party may encounter. Hanesbrands reserves the right but not the obligation to remove any materials you may submit which we may find objectionable. You hereby discharge, waive, and release any claims against Hanesbrands and its affiliates, contractors, agents and employees for any and all losses, damages, and injuries which are based on or relate to Customer Content or to communications or materials made available to the Site or posted on the Site by you, or by persons other than Hanesbrands or its affiliates. You agree to indemnify Hanesbrands and its affiliates from all claims and expenses, including reasonable attorney's fees, which are based on or arise or result from your Customer Content or violation of any of the provisions of this Supplemental Service Agreement.
5.5 You acknowledge and agree that you will use this Site and any Services provided or Hanesbrands Materials created on or in connection with this Site at all times in accordance with all applicable United States federal, state and local laws, statutes, regulations, and ordinances, and that you will not take any action that offends, embarrasses, harms, or violates the rights of any person or entity.
6. WARRANTY OF OWNERSHIP AND NON-INFRINGEMENT
YOU REPRESENT AND WARRANT THAT YOU ARE THE OWNER OR LAWFULLY AUTHORIZED USER OF THE CUSTOMER CONTENT WHICH YOU SUBMIT AND THAT SUCH CUSTOMER CONTENT DOES NOT INFRINGE UPON ANY PERSONAL PROPERTY RIGHTS, INTELLECTUAL PROPERTY RIGHTS (COPYRIGHTS AND TRADEMARKS) OR ANY OTHER RIGHTS OF OTHERS, INCLUDING BUT NOT LIMITED TO RIGHTS OF PRIVACY AND CELEBRITY. YOU ALSO REPRESENT AND WARRANT THAT THERE ARE NO CLAIMS OR DISPUTES IN CONNECTION WITH THE PERSONAL PROPERTY RIGHTS, INTELLECTUAL PROPERTY RIGHTS, OR ANY OTHER RIGHTS IN THE CUSTOMER CONTENT OR ANY ELEMENTS OR PARTS OF THE CUSTOMER CONTENT.
7. Intellectual Property Matters.
7.1 You acknowledge and agree that the Site and any software used in connection with the Site ("Software") contains proprietary and confidential information that is protected by applicable intellectual property and other laws. You agree not to modify, rent, lease, license, loan, sell, distribute, or create derivative works based on the Site or the Software, in whole or in part.
7.2 Hanesbrands shall be deemed to have an non-exclusive license to utilize as it wishes all the intellectual property rights in or relating to any notes, messages, e-mails, postings, letters, ideas, suggestions, concepts or other written materials which you submit or communicate to Hanesbrands (excluding Customer Content). You agree that Hanesbrands shall have the right to use, exploit, copy, distribute, publish, implement, transfer, and in all other ways deal with such materials and all intellectual property rights therein in any way and for any purpose Hanesbrands may elect, forever.
7.3 Hanesbrands respects the intellectual property rights of others. We ask our users to do the same. Hanesbrands may terminate the accounts of users who appear to infringe the copyright or other intellectual property rights of others.
8. Indemnity
You agree to defend, indemnify, and hold Hanesbrands and Hanesbrands' officers, directors, shareholders employees, agents and licensors harmless from and against all judgments, awards, losses, liabilities, costs and expenses, including but not limited to reasonable attorney's fees, expert witness fees, and costs of litigation arising out of or based on (a) Customer Content you submit, post to, or transmit through the Site, (b) your use of the Site, (c) your connection to the Site, (d) your violation of this Supplemental Service Agreement, or (e) your violation of any rights of a third party.
9. Termination
You agree that Hanesbrands, in its sole discretion, may terminate your password, account (or any part thereof), or use of the Site, and remove and discard any Customer Content you may have contributed to the Site at any time for any reason or no reason. Hanesbrands may in its sole discretion and at any time discontinue providing the Site, or any part thereof, with or without notice. You agree that any termination of your access to the Site under any provision of this Supplemental Service Agreement may be effected without prior notice, and you acknowledge and agree that Hanesbrands may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access by you to such files on the Site. Further, you agree that Hanesbrands shall not be liable to you or any third-party for exercising any such rights. Should you object to any terms and conditions of this Supplemental Service Agreement or become dissatisfied with the Site in any way, your only recourse is to immediately discontinue your use of the Site and/or terminate your account.
10. Public Reputation
You acknowledge and agree that you will not use any Services provided on or Hanesbrands Materials created from the Site in a way that would be damaging to Hanesbrands' public reputation or that of its employees, board members, shareholders, licensors, or agents.
11. Termination.
11.1 Hanesbrands may without liability or obligation to you, suspend or terminate your use of the Site or Services if it believes, in its sole and absolute discretion, that you have breached a term of this Supplemental Service Agreement.
11.2 Notwithstanding Section 11.1 above, this Supplemental Service Agreement will survive indefinitely unless and until Hanesbrands chooses to terminate it.
12. Miscellaneous.
You agree that the Terms of Use and this Supplemental Service Agreement are valid, legal and binding, and that you will comply with all terms and conditions of this Supplemental Service Agreement, any applicable Site agreements, terms and conditions, and policies referred to herein, and all applicable laws, regulations, and rules when you use the Services and the Site. This Supplemental Service Agreement will not be assignable or transferable by you without the prior written consent of Hanesbrands. This Supplemental Service Agreement (including all policies and other terms and agreements described herein, which are hereby incorporated herein by this reference,) contain the entire understanding of the parties regarding its subject matter, and supersedes all prior and contemporaneous agreements and understandings between the parties regarding its subject matter not expressly contained or referenced herein.
13. Acceptance
Before using any of the Services you will be required to agree to and accept the Supplemental Service Agreement and all policies, terms and conditions referenced herein by clicking on the check box next to “I ACCEPT” as noted at such Service. By accepting you are representing that you have carefully read this Supplemental Service Agreement and all policies, terms and conditions referenced herein, and you accept and consent to all provisions of this Supplemental Service Agreement and all policies, terms and conditions referenced herein.