Terms and Conditions

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY. BY ACCEPTING THESE TERMS OR ACCESSING OR USING CREATIVEALLIES.COM, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS DESCRIBED HEREIN AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE CREATIVEALLIES.COM OR ANY OF ITS SERVICES.

TERMS AND CONDITIONS OF USE

1. Introduction.

1.1 Creative Allies (“CA”, “We”, “Us”, “Our”) grant access to this website (the “Website”) to You (“You”/“Your”) subject to the terms and conditions set out below (“Terms”) and the terms of Membership (the “Membership Agreement”) and the Privacy Policy respectively.

1.2 Please read these Terms carefully as they regulate and govern the use by You of this Website and, in conjunction with the Membership Agreement, the contractual basis upon which you will be able to use Our services and the products of Our services.

1.3 By accessing this Website, You hereby irrevocably accept and agree to be bound by these Terms and you represent that you are at least 13 years of age. If you are between the age of 13 and 18 years old, you may use this Website but only under the supervision of a parent or legal guardian who agrees to be bound by these Terms.

1.4 All terms used herein shall bear the same meaning as defined in the Membership Agreement, unless otherwise noted.

2. Disclaimer.

2.1 We, nor any of Our employees, agents or sub-contractors, make any warranty or representation, express or implied:

2.1.1 regarding the accuracy or completeness of any information contained on this Website or any website referred to or otherwise linked to or associated with it;

2.1.2 that the information on this Website is suitable for the purposes for which You may need it or use it; or

2.1.3 that Your use of materials and Contentdisplayed on this Website will not breach third party rights.

2.2 This Website is provided by Us on an “AS IS” and “AS AVAILABLE” basis and We disclaim all warranties relating thereto, including non-infringement, accuracy, reliability and quality of products, Content, or services. We accept no responsibility for any “downtime” nor do We warrant an uninterrupted Use by You. We hereby reserve the right to amend, modify, suspend or discontinue the use of this Website in Our absolute discretion at any time without prior written notification to You. You hereby agree that We are not responsible or liable for any loss, damage or otherwise for any error, omission, amendment, modification, suspension of Membership or discontinuance of the Website.

2.3 We cannot be held responsible for the content of any pages reached by an external or third party link. You are strongly recommended to review the website usage terms and other relevant terms (if any) of any such external or third party website for Yourself, especially where you intend to download or use text, images, software and other materials.

2.4 Any reference on this Website to any persons, products, websites or services does not constitute or imply their endorsement, recommendation or favoring by Us, or Our employees, agents or sub-contractors.

3. Restrictions on Use of Website.

3.1 Except for intellectual property in Content owned by You which is uploaded or otherwise posted to the Website, any and all Intellectual Property Rights therein belong to Us or to other content providers.  We are the owner of the trademark Creative Allies™ and without Our prior permission, you agree not to display or use the Creative Allies™ in any manner. All other trademarks, service marks, product and service names and company names or logos that appear on the Website are the property of their respective owners.

3.2 For the avoidance of doubt, the use of Content or any part of the Content, except in accordance with the Membership Agreement and Terms, including (without limitation) any modification, publication, transmission, incorporation, reproduction of, or creation of derivative works based on, the Content or any part of the Content (whether by linking, framing or any other method) is strictly prohibited, whether it is for a commercial or non-commercial use.

4. Information and Content You submit to Us.

4.1 Personal information about You which You submit to Us will be governed by the terms of Our Privacy Policy and used only in accordance with the principles set out by applicable USA and North Carolina data protection laws.

4.2 With regard to any Content uploaded or otherwise posted to the Website You hereby agree and warrant as follows:

4.2.1 Unless otherwise stated in writing by You, such Content is not confidential or proprietary and We shall be free to use any such Content in any manner for any purpose without charge or liability to Us and You hereby agree not to take any action against Us in relation to the use of such Content or information;

4.2.2 You own or otherwise control the rights in and to such Content and You have all approvals, licenses, consents and/or waivers necessary to exploit and use the Content.  Any use of the Content on or via this Website does not infringe any rights of any other third party, including copyright, trademark, trade secret, privacy and publicity rights or otherwise breach any agreements or compromise other obligations You may have with any third party;

4.2.3 You have taken all reasonable steps to ensure that the Content is free from any known computer viruses, or other contaminants, including but not limited to any code or instructions that may be used to modify, damage, disable or compromise the security of this Website, or Our computer operating systems or networks.

5. Your Conduct.

By agreeing to be bound by these Terms and the Membership Agreement, You hereby agree not to use the Website to:

5.1. harvest or collect email addresses or other contact information of other users for the purposes of sending unsolicited emails or other unsolicited communications;

5.2 intimidate,  harass, or otherwise harm another User;

5.3 upload, post, transmit, share, store or otherwise make available any Content that We may deem, at Our ultimate discretion, to be harmful, threatening, pornographic, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, discriminating or otherwise objectionable;

5.4 provide fraudulent Member information or otherwise leak your Member information;

5.5 impersonate any person or entity, or falsely state or otherwise misrepresent Yourself, or Your affiliation with any person or entity;

5.6 upload, post, transmit, share, store or otherwise make available any private information of any third party, including, addresses, phone numbers, email addresses, credit card numbers or other intrinsically personal information not already publicly available;

5.7 solicit personal information from anyone or solicit passwords or personally identifying information for any commercial or unlawful purposes;

5.8 upload, post, transmit, share or otherwise make available any information material or Content 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;

5.9 upload, post, transmit, share, store or otherwise make available information material or Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or otherwise create liability or violate any applicable law; or

5.10 damage, disable, overburden or impair the Website or otherwise use the Website in an unlawful manner.

6. Termination.

6.1 These Terms shall come in to effect upon Your first use of the Website.

6.2 We reserve the right at any time to immediately terminate or suspend Your use of this Website or Your Membership, delete Your profile together with any information materials and Content that You have posted on this Website and/or prohibit You from using or accessing this Website or any part or parts thereof for any reason including but not limited to if We believe that You are in breach of the Terms and Conditions, the Membership Agreement or Our Privacy Policy.

7. Continuing Infringement and Complaints.

7.1 In accordance with the Digital Millennium Copyright Act and various international laws, We have adopted a strict policy of terminating (in appropriate circumstances and at Our sole discretion), Members who are deemed to be infringers of third party rights.

7.2 If you believe that anything on the Our site infringes any copyright which you own or control, you may file a notification of such infringement with our Designated Agent as set forth below:

Notification of copyright infringement should be sent by mail, fax or email to:

Designated Agent: Creative Allies
Address: P.O. Box 1485, Asheville, NC 28802
Telephone Number: 828-252-6300
Email Address: info@creativeallies.com

8. Limitation on Liability.

To the maximum extent permitted by law, in no event will We be liable for any direct, indirect, incidental, special, consequential or any other damages or losses whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss), resulting from Your use of, or inability to use, the materials and information contained in this Website, Content posted to this Website, viruses that may affect or damage any electronic equipment, and all other matters arising out of or in connection with these Terms, the Membership Agreement, Privacy Policy or any Project Agreement entered into between an Ally and Group, whether or not the possibility or cause of such damages was known to Us. Additionally, with respect to liability, which is by law incapable of exclusion, in no event shall Our liability (whether based on an action or claim in contract, tort or otherwise) exceed fifty dollars.

9. Indemnification.

You agree to defend, at your own expense, any action, dispute or claim brought against Us or Our employees, agents or sub-contractors, and agree to indemnify and hold Us or any of Our employees, agents or sub-contractors harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorneys’  fees, arising out of or in connection with any use made by You of this Website or your Content, including but not limited to any infringement of Intellectual Property Rights or contract rights of third parties and any other use which is a breach of these Terms, the Membership Agreement or the Privacy Policy.

10. Revisions.

10.1 We reserve the right to revise, withdraw or restrict access to the Content of this Website in whole or in part at any time without prior notice provided that any payments due or becoming due to You under the Membership Agreement are paid to You.

10.2 For certain Design Contests, we reserve the right to require You to agree to additional rules and conditions (“Separate Rules”). The Separate Rules are to be read in connection with the standard Membership Agreement and Project Agreement, but in the event of a conflict, the Separate Rules will govern. We will always ask you to review and agree to Separate Rules before submitting your Creations.

10.3 We reserve the right to revise in part or whole these Terms and Conditions. Please check this page periodically for changes to these Terms. Your continued use of this Website following the posting of changes to these Terms constitutes Your acceptance of the changes. This page was last updated on April 18, 2012.

11 Severability.

If any provision or term of these Terms, Membership Agreement or any part thereof shall become or be declared illegal, invalid or unenforceable for any reason whatsoever then any provision, that term or part shall be revised or divided from these Terms and/or Membership Agreement so as to effectuate the intent of the parties as closely as possible. Any and all remaining parts thereto shall remain in full force and effect.

12. Miscellaneous.

12.1 These Terms together with the Membership Agreement and Privacy Policy (as may be amended from time to time) constitute the entire Agreement between You and Us and shall supersede any prior agreements between You and Us. In the event of any ambiguity or inconsistency between these Terms and Conditions and the Membership Agreement, these Terms and Conditions shall prevail.

12.2 Any failure by Us to exercise or enforce any right or provision of these Terms and Conditions, the Membership Agreement or the Privacy Policy shall not constitute a waiver of such right or provision in that or any other instance.

12.3 The Terms, Membership Agreement, and Privacy Policy are English Language contracts and any translation thereof shall be deemed to be for informational purposes only.

12.4 You agree the Terms, Membership Agreement, and Privacy Policy are subject to the laws of North Carolina and shall be subject to the exclusive jurisdiction of the Courts of North Carolina. The parties agree that the Uniform Computer Information Transaction Act (or any statutory implementation of it) and the United Nations Convention on the International Sale of Goods will not apply with respect to this Agreement or the parties' relationship.

12.5 We are a company registered in North Carolina whose registered office address is P.O. Box 1485, Asheville, NC 28802. Except where otherwise stated, all communications regarding this Website should be addressed to info@creativeallies.com.

12.6 These Terms, the Membership Agreement, the Project Agreement and the Privacy Policy and Rules shall apply to You jointly and severally where “You“ is more than one individual.

Creative Allies Membership Agreement

CONGRATULATIONS!

You are about to become a Member of the Creative Allies Website and a community of Groups and Allies who work together to create, enhance and benefit each others’ careers. By using the click-through mechanism provided on the sign up page when you create an account you are agreeing to abide and be bound by this Membership Agreement and the Terms and Conditions of Use found at

http://www.creativeallies.com/more/terms_and_conditions of the Creative Allies Website. Before you continue, please read this Agreement carefully. It not only contains legal obligations to which you are agreeing, but it also provides you with an explanation of the guidelines and requirements for participating as a Member of Creative Allies. This Agreement explains your rights and it also details the manner in which you may give or receive payment for services that you offer or obtain through your membership with Creative Allies.

1. DEFINITIONS

1.1 Activation: Refers to the action of a Group licensing a Design uploaded by an Ally in exchange for the Prize.

1.2 Ally: Refers to the persons and entities described in the Section entitled “Members as Allies.” All Allies are Members. Wherever it appears, term “Allies” by itself is a reference to a plurality of Ally; it is not a reference to “Creative Allies.”

1.3 Business of Creative Allies: Refers to the business of the online facilitation and brokering of content-related licenses between Groups and Allies and furtherance of the Website as a business.

1.4 Content: Refers to all material, including any and all forms of Intellectual Property Rights that may from time to time be uploaded, downloaded, produced, or posted to Creative Allies, including any material which may be considered derivative or transformative adaptations of other Content to any degree.

1.5 Creative Allies: Refers collectively to Creative Allies, the Creative Allies Website and any Services offered or rendered through the Website and/or the Business of Creative Allies including BandArt, embeddable contests and embeddable voting widgets.

1.6 Design: Refers to any Content produced by an Ally or derived by an Ally from Content which has been Uploaded and is created for Design Contests listed by Groups. All Designs are governed as Content by the provisions of this Agreement.

1.7 Design Contest: Refers to a Group’s solicitation for a specified Design from Allies in exchange for a Prize.

1.8 Download Content: Refers to any authorized act undertaken by a Member or Authorized User (as defined in Section 3.3. below) to obtain a copy of Content via download where it is posted or produced on any section of Creative Allies.

1.9 Group: Refers to the persons and entities described in the Section entitled “Members as Groups.” All Groups are Members.

1.10 Intellectual Property Rights: Refers to any copyright, trademark, service mark, patent, trade-secret, industrial design property, database rights, creative expression or source or geographic indicator, publicity and privacy rights, including name, image and likeness, and other proprietary rights.

1.11 Member: Refers to any person or entity that is listed as the account holder upon registration with Creative Allies.

1.12 Official Merchandise: Refers to Designs sold by Creative Allies in exchange for royalty payments as described in Section entitled “Official Merchandise.”

1.13 Prize: Refers to all benefits conferred from a Group to an Ally when Activating a Design. Prizes consist of a cash component paid by a Group to license a Design according to the standard Creative Allies Project Agreement.

1.14 Project Agreement: Refers to the agreement described in Section 9 found at

Section 9 entered into by Members upon acceptance by a Group of a Design created by an Ally. The use of Content is outlined in the Project Agreement subject to the Terms and Conditions and the provisions of this Agreement. Once executed, all other aspects of a Project Agreement shall be under the sole control and discretion of the Parties to it.

1.15 Specifications: Refers to the requirements of the Group when soliciting a Design.

1.16 Stock Image: If a Group does not Activate a Design, Creative Allies may choose to select the Design as a “Stock Image”  and license the Design for use by Creative Allies in exchange for a 15% royalty  as further described in Section 8 herein.  

1.17 Upload Content: Refers to any act which constitutes the posting of Content, in part or whole, to any portion of Creative Allies.

1.18 User: Refers to any person or entity browsing or using any feature of Creative Allies irrespective of whether or not that person or entity is actually a Member. All Users are subject to the Terms and Conditions to which they will have already agreed upon entry to Creative Allies. The actions of any User, shall, for the purposes of this Agreement, be considered the actions of the Member whose account the concerned User is accessing at the time of use.

1.19 Additional Award: Refers to any non-cash awards conferred from a Group to Allies in the Contest Project Brief.

2. STATUS OF MEMBERSHIP AGREEMENT AND APPLICATION.

2.1 The following agreement and all of its provisions, terms and conditions herein constitute and are defined as the Creative Allies Membership Agreement (the “Membership Agreement” or “Agreement”).

2.2 The Membership Agreement shall be binding upon any person or entity immediately upon acceptance; acceptance is constituted by registration (directly through Creative Allies or through use of any hyperlink) as a Member hereinafter (“You”), and registration may be affected by the registering person or entity or by any agent or representative of the same.

2.3 You are hereby notified that acceptance of the terms of the Membership Agreement, though entering into force immediately upon membership registration, shall, from time to time require reconfirmation. You hereby reconfirm acceptance of the terms of the Membership Agreement with continued use of the Creative Allies website. Non-assent to reconfirmation shall automatically initiate termination of Membership.

2.4 The Membership Agreement incorporates explicitly and by implication all aspects and provisions of the Terms and Conditions including without limitation all provisions relating to the warranties and indemnities given by you and the limitation of liability of Creative Allies.

3. PARTIES TO MEMBERSHIP AGREEMENT.

3.1 The rights afforded to Creative Allies as a permanent party to this Membership Agreement shall continue for all applicable periods of time as defined under this Membership Agreement and/or the Terms and Conditions. All rights hereinafter reserved are fully transferrable and assignable by Creative Allies except where otherwise indicated in this Agreement.

3.2 Upon registration You shall be considered a Member either solely or jointly and severally where there is more than one applying registrant for a single membership. As a Member, You shall be considered either an ‘Ally’ or a ‘Group’.

3.3 A Member, whether as an Ally or a Group, may create, control and operate a number of profiles. A Member may be both an Ally and a Group by holding two separate Membership accounts but a Member cannot exist as both an Ally and a Group through a single Membership account. During creation of a Profile, the original person executing registration is designated the Primary User. The Primary User may request additional persons be authorized to operate or have access to the Profile and such persons shall be considered “Authorized Users.” Authorized Users shall be bound by this Agreement jointly and severally with the Primary User, immediately upon their use or access of the concerned account. Both Primary Users and its Authorized Users shall be jointly and severally responsible for and fully indemnify Creative Allies, as provided for in the Terms and Conditions, for any and all use made of Your account(s), including use by an Unauthorized User to whom You or an Authorized User has given access to Your account either knowingly, recklessly, negligently or by omission. For avoidance of doubt, any actions or otherwise, taken by Authorized or Unauthorized Users of your account shall be presumptively treated as actions taken by You, the Primary User.

3.4 For the avoidance of doubt, Creative Allies is not responsible for confirming the identities or permission of any person or entity registering as a Member, but subject to the Terms and Conditions, Creative Allies agrees in good faith to use reasonable commercial endeavors promptly to cancel any registration made fraudulently or without permission of the person/entity registering as a Member. Impersonation is a violation of the Creative Allies’ Term and Conditions. It is the responsibility of Members with similar usernames or that are similar in appearance to clearly state You are not affiliated with or connected to any similarly-named individuals, bands or companies.

You agree to provide Creative Allies with all identification documents (including copies of passports and drivers licences) which Creative Allies may requests from you from time to time for the purposes of verifying your identity.

3.5 As a Member You agree that any Content which You upload may be used by any Member or Creative Allies for the creation of a Design, Stock Image or Official Merchandise as described in this Agreement. FOR THE AVOIDANCE OF DOUBT, ANY CONTENT UPLOADED BY A GROUP OR ANY GROUP NAME OR LIKENESS IS ONLY TO BE USED BY THE ALLY FOR PURPOSES OF THE DESIGN CONTEST.  IF THE DESIGN IS NOT CHOSEN, THE ALLY MAY NOT USE SUCH CONTENT FOR OTHER PURPOSES.

3.6 An Ally may not participate in a Design Contest or win a Design Contest if he or she is affiliated with the Group sponsoring the Design Contest. This includes employees of the "Group" or the Sponsor of the contest, their subsidiaries, divisions, affiliates, and advertising or press agencies, and the immediate family and household members of such individuals.

"Household members" shall mean people who share the same residence at least three months a year, whether related or not. "Immediate family members" shall mean parents, step-parents, children, step-children, siblings, step-siblings, or spouses, regardless of where they live.

4. GENERAL PROVISIONS OF CONTENT UPLOADS.

4.1 ANY UPLOAD OR OF CONTENT BY ANY MEMBER OR USER ON CREATIVE ALLIES SHALL RESULT IN THAT CONTENT IMMEDIATELY BECOMING SUBJECT TO THE LICENSE GRANTED TO CREATIVE ALLIES.

4.2 ANY UPLOAD OR OF CONTENT BY ANY MEMBER OR USER ON CREATIVE ALLIES THAT IS NOT LICENSED BY A GROUP MAY NO LONGER BE AVAILABLE TO THE GROUP AT THE DISCRETION OF CREATIVE ALLIES.

4.3 CREATIVE ALLIES IS NOT RESPONSIBLE FOR ANY CONTENT SUBMITTED AND SHALL HAVE NO LIABILITY WITH RESPECT TO THE CONTENT, INCLUDING LOSS OR REMOVAL OF CONTENT OR INFRINGEMENT OF THIRD PARTY RIGHTS.

5. MEMBERS.

5.1. The Ally Defined: An Ally shall be a Member who Uploads, Downloads, or otherwise produces Content or utilizes Creative Allies with a view towards using such Content to create a Design for Groups in accordance with a Design Contest and entering into a Project Agreement, as described in Section 9.  The Uploaded Content may or may not comprise aspects of some other Content, which was originally posted by the respective Group.

5.2 The Group Defined: A Group shall be a Member who Uploads or Downloads Content or otherwise uses Creative Allies in order to post Design Contests with a view towards purchasing the Design(s) of an Ally and thus entering into the Project Agreement described in Section 9. As a Group Member, You understand and agree that any Content Uploaded by You may be used by other Members for the purpose of creating a Design pursuant to a Design Contest.

6. GENERAL LICENSE TO CONTENT.

6.1 In exchange for use of Creative Allies Services (the receipt and sufficiency of such consideration is hereby acknowledged), You the Member hereby grant to Creative Allies and its agents a non-exclusive, world-wide, sub-licensable, transferable, royalty-free (except as otherwise provided herein) license to reproduce, display, perform, distribute, sell, creative derivative works based on, sublicense, and exploit in any way all Intellectual Property Rights, including name and likeness as defined in Section 1.10 herein, in the Content and Designs Uploaded on Creative Allies for all purposes reasonably related to the Business of Creative Allies and as described herein, including in Sections 7 and 8 herein, and shall continue until the authorized removal of Content as provided for in Section 11 herein.

6.2 Notwithstanding the foregoing, Group shall exclusively own all rights in and to the Design(s) it chooses in exchange for a Prize and Creative Allies shall have no rights whatsoever in such Design. For the avoidance of doubt, Creative Allies shall have no right to sell or otherwise exploit in any manner (i) the Design that Group chooses in exchange for a Prize or (ii) any product using the name, likeness, Intellectual Property Rights or other brand attributes of Group (collectively the “Brand Attributes”), without the prior written approval of Group, as applicable, and negotiation of a separate royalty.

7. OFFICIAL MERCHANDISE. 7.1 In the event a Design created by an Ally is not chosen by a Group in exchange for a Prize, Creative Allies reserves the right to sell and exploit in any way such Design, or a derivative thereof, as Official Merchandise on the Creative Allies Website or through third party licensors in exchange for a royalty to both the Ally and the Group, provided that if the Design contains any Brand Attributes, Creative Allies rights hereunder shall be subject to the prior written approval from Group, which approval must be obtained before commencing sale.

7.2 The royalty rate for Allies for designs sold as Official Merchandise on the Creative Allies Website or through third party licensors is 10%

7.3 The royalty rate for Groups for designs sold as Official Merchandise on the Creative Allies Website or through third party licensors is 15% of profits

7.4 Royalties are subject to change in Creative Allies’ reasonable business discretion. Please make sure to refer back to this section for updates

7.5 Groups have the right to approve designs that are sold by Creative Allies by clicking the “Sell This Creation” button when managing their Contest.

7.6 Creative Allies uses Pay Pal exclusively to pay royalties. Royalties are paid approximately 30 days after the end of each quarter.

7.7 If a Group has signed a Separate Partnership Agreement with Creative Allies, the Separate Partnership Agreement is to be read in connection with the standard Membership Agreement and Project Agreement, but in the event of a conflict, the Separate Partnership Agreement will govern.

7.8 Groups may choose to sell the Winning Design as Official Merchandise and they will receive Royalty Rate for each sale by Creative Allies. In that event, Creative Allies does not pay royalties to the Ally since the Ally already received a Prize and/or an Additional Award.

8. STOCK IMAGE

8.1 In the event a Design created by an Ally is not chosen by a Group in exchange for a Prize, Creative Allies reserves the right, in its sole discretion, to select the Ally Design as a Stock Image. In such event, provided that Creative Allies deletes in its entirety any and all Brand Attributes, Creative Allies may sell and exploit in any way the Design, or derivative thereof, as a Stock Image in exchange for a 15% royalty which shall be paid to the Ally by Creative Allies.

9. PROJECT AGREEMENTS FOR CONTEST HOLDERS ON CREATIVE ALLIES AND BANDART BY CREATIVE ALLIES.

9.1 A Group may solicit a Design through a Design Contest by providing Specifications regarding the Design and the Prize that Group is willing to pay. All such Specifications shall be displayed on the Group’s Design Contest page. The Ally, by submitting any Design to the Group, shall be deemed to be offering the Design to the Group in accordance with the terms of the Project Agreement found below at Project Agreement.

9.2 Members hereby acknowledge and agree that Creative Allies shall be responsible for the collection and payment of monies to and from the Members who become parties to any Project Agreement.

9.3 A Design shall be deemed to have been accepted and the Project Agreement shall be binding upon the Parties once the Group has made payment of the cash component of the Prize to Creative Allies.

9.4 Any use of any Design by any Member or other party where such use is outside the parameters of a Project Agreement shall be considered an unauthorized use and a violation of this Membership Agreement and Terms and Conditions. For the avoidance of doubt, Creative Allies shall retain all rights granted by this Membership Agreement and the Terms and Conditions and nothing herein shall require Creative Allies to take any legal action (civil or otherwise) against any Member party to a Project Agreement.

9.5 MEMBERS UNDERSTAND AND AGREE THAT THE PROJECT AGREEMENT IS A STOCK AGREEMENT CREATED BY CREATIVE ALLIES FOR THE BENEFIT OF THE MEMBERS.  CREATIVE ALLIES ASSUMES NO RESPONSBILITY WITH RESPECT TO THE TERMS OR ENFORCEABILITY OF THE PROJECT AGREEMENT. 

9.6 You represent and warrant that You have all the rights, power and authority necessary to represent the band, business or organization running a Design Contest on BandArt by Creative Allies™.

9.7 If you the Group does not select a winner within 30 of the conclusion of the contest, Creative Allies reserves the right to select a winning design and pay the cash prize on Your behalf to the member that submitted that Design. Alternately, Creative Allies can elect to distribute the cash award either to one or more designers (in which case the cash award will be pro-rated).

9.8 By using Creative Allies, You accept that you are solely responsible for fulfilling Additional Awards to contest winners as written on Your Contest Project Brief. Additionally, You acknowledge and agree that the reputation and business of Creative Allies is dependent on Your fulfilling your obligations outlined in the Contest Brief and Creative Allies reserves the right to terminate, suspend, or take legal action, if You do not fulfill Additional Awards listed in Your Contest Project Brief as we - in our sole discretion - deem necessary to enforce Your obligations.

9.9 Allies are not required to participate in the contest posted by a Group.

9.10 If a Group has signed a Separate Partnership Agreement with Creative Allies, the Separate Partnership Agreement is to be read in connection with the standard Membership Agreement and Project Agreement, but in the event of a conflict, the Separate Partnership Agreement will govern.

10. TERMS OF PAYMENT.

10.1 Upon acceptance of these Terms and Conditions and Project Agreement the cash component of the Prize shall be deducted from a proper, designated credit card or paypal account of the paying Group or by cash or check.

10.2 Creative Allies shall credit the designated account of the receiving Member of any due amounts, which will be reflected on the Member’s Account Settings within 70 days of any transaction, including Prize Activation or payment from third party resellers or from third party purchasers to Creative Allies.

10.3  For the avoidance of doubt, Creative Allies shall have no responsibility or liability with respect to any payment charged or deducted by any third party using or connected with any account designated by a Member. Creative Allies does not store any credit card information from customers with the exception of the last four digits of your credit cards and such storage shall be in accordance with our privacy policy posted at http://www.creativeallies.com/more/privacy.

11. AUTHORIZED CONTENT REMOVAL.

11.1 Once Content is uploaded by any Member it may not be removed without express permission from Creative Allies in accordance with the provisions herein and the Terms and Conditions. Please contact info@creativeallies.com with concerns or questions regarding Content.

11.2 In all instances, Creative Allies shall within a reasonable time respond to any written, bona fide infringement assertion and shall remove the Content at issue in accordance with procedures set forth in the Digital Millennium Copyright Act (“DMCA”).  PLEASE CONTACT info@creativeallies.com TO REPORT CASES OF SUSPECTED INFRINGEMENT.

11.3 The Member responsible for such Content shall be liable for any and all associated costs, damages, fees and other losses suffered by Creative Allies due to such Content in accordance with the Terms and Conditions.

11.4 Except where a DMCA Takedown Order applies, when permanent Content removal is authorized, Creative Allies shall retain all its rights licensed herein.

13. TERMINATION OF MEMBERSHIP.

13.1. Following written/electronic notification to Creative Allies of a Member’s desire to deactivate their Membership, Creative Allies shall deactivate the Members account within a period of ninety (90) days. In addition, in the event of any misuse of Content, as determined by Creative Allies, Your Membership may be suspended and/or terminated in accordance with the Terms and Conditions. Creative Allies shall have no liability in the event of any loss or removal of Content.

13.2. Upon Membership termination, all Content of the concerned Member shall be considered the subject of “Authorized Content Removal” and Creative Allies shall retain the rights licensed herein and the applicable obligations of the Member set out in the Terms and Conditions including but not limited to ‘Indemnification,’ ‘Limitation of Liability,’ and ‘Representations and Warranties’ shall survive termination.

13.3 In the event that Your account is terminated and Your account indicates that You are due payments or have received payments for exploitation of Content which infringes third party rights, such payments due and such funds received in Your account may be held by Creative Allies until the resolution of such dispute.

13.4 THE EFFECT OF MEMBERSHIP TERMINATION AND AUTHORIZED CONTENT REMOVAL SHALL HAVE NO BEARING ON THE STATE OF RIGHTS TO ANY CONTENT AS DICTATED BETWEEN THE PARTIES TO ANY PROJECT AGREEMENT.

Project Agreement

Group and Ally in consideration of the mutual promises contained in this Agreement, and intending to be legally bound, do hereby agree as follows:

1. Effective Date. This Project Agreement (“Agreement”) shall be effective as of the time and date of payment of the Prize by Group to Creative Allies.

2. Definitions. Unless otherwise defined in this Agreement, all terms shall bear the same meaning as set out in the Membership Agreement.

3. Notwithstanding, Group and Ally agree that Creative Allies retains a non-exclusive license in the Designs not chosen by Group in exchange for a Prize, excluding the Brand Attributes, if any, pursuant to the license provided for in the Membership Agreement, subject to the terms and conditions set forth therein.

4. Payment. The payment for consideration of the license grant shall be the Prize where applicable as agreed to by the Parties and shall be paid in accordance with the terms of the Membership Agreement.

5. Quality and Design Approval. On delivery, the Design shall be technically suitable. Parties shall conform to the Project Agreement process set forth in the Membership Agreement.

6. Representation and Warranty. Each Party warrants and represents that it has full authority to enter into this Agreement and the execution of such will not conflict with any other third party obligations or third party rights including intellectual property and publicity rights.

7. Indemnity. Each Party hereto, at its own expense, agrees to defend any claim brought against the other Party (“Injured Party”) which alleges that Content which was provided by the Non-Injured Party violates any intellectual property or other proprietary or contract rights of a third party, and the Non-Injured Party agrees to indemnify the Injured Party for any and all costs incurred, including reasonable attorney fees, that are attributable to such a claim.

8. Disclaimer. While this Agreement is executed in furtherance of the Membership Agreement, Creative Allies shall bear no liability or obligation to either the Group or Ally for breach or non-performance of terms stated herein by either Party hereto.

Read and Agreed.

By agreeing to the terms of the Membership Agreement and thereafter entering into this Project Agreement, Ally and Group hereby give an electronic signature consenting to all terms stated herein.

Creative Allies Privacy Policy

Introduction

Your privacy is a big deal to us, worrying about it should not be a big deal for you. We are super careful with your information and if you have any questions about our privacy policies, or you need help to opt out of our site, let us know. At any time you are entitled to ask what personal information about you is being collected or held and subject to a small administrative fee to meet our reasonable costs, we will always tell you. Maintaining your privacy is a part of the business of Creative Allies. Creative Allies understands the importance of your privacy and in this policy we explain how the collection, storage and use of your personal information is managed. Before accessing any service or feature on Creative Allies, you must read through this policy and accept its terms, if you do not accept its terms you cannot use or access Creative Allies. This is how we protect you.

Personal Information

As with all online communities, Creative Allies stores the personal information you supply in your profile, such as email address, photo, biography, billing information including transaction history, etc. We store this information for our mutual security and convenience. Under no circumstances will we ever give away or sell your personal information, unless we are legally required to do so. All data comprised of your personal information is stored on our secure servers as well as with reliable outside hosting contractors. Your personal information will never be used to generate spam. If you ask us for updates, we will keep you informed of new Creative Allies services and tips to use the site better but don't forget that you can decide what types of emails we send to you through your Account Settings page.

Usage Information

We also collect usage information, which is not personal information readily identifiable to you, but is anonymous information gathered for our own analysis to make the site work better and to better understand the habits, preferences and needs of our members. Unlike your personal information, this anonymous aggregate information is owned by us, Creative Allies, and its collection and use is not subject to the same restrictions which we employ to safeguard the personal information linked to you. For example, we may use data we collect to stop suspended members from registering under a different name or we may use cookies to allow automatic log ins and to customize the user experience.

Creative Allies may update this Policy at any time. In the event there are material changes in the way we treat your personal information, we will notify you by email. Unless stated otherwise, our current Policy applies to all personal information that we have about you and your account.