Site User Agreement

This is the Site User Agreement for www.bCreative.com. Read on.

PLEASE READ THE FOLLOWING AGREEMENT CAREFULLY. YES, IT'S LONG AND WORDY, BUT YOU SHOULD PROBABLY BE FAMILIAR WITH IT SINCE THESE TERMS ARE A CONTRACT BETWEEN YOU (AS AN INDIVIDUAL AND AS AN AGENT OF YOUR EMPLOYER OR ORGANIZATION IF THEY ARE A MEMBER OF bCREATIVE, INC.) COLLECTIVELY THE "USER," AND REFERRED TO AS "YOU" AND bCREATIVE, INC. ("bCREATIVE"). THESE TERMS GOVERN YOUR USE OF THE INFORMATION AND SERVICES AT THE bCREATIVE.COM WORLD WIDE WEB SITE, (COLLECTIVELY, THE "SITE"). You agree to be bound by all of the following terms and conditions by viewing and/or using the Site. If you do not agree to these terms, you may not use the Site in any manner, or view or otherwise utilize the information found at the Site.

1. Obligation to Monitor Terms of Use for Changes.
bCreative has the right to change these terms from time to time and without prior notice. Those changes will be effective as soon as they are posted on the bCreative Site. You agree to periodically review these terms to learn of any new or different terms. Your continued use of this Site following the posting constitutes acceptance of the new or different terms. bCreative reserves the right to monitor Users' use of the Site (subject to the bCreative Privacy Policy), to limit or terminate Users' access to the Site and/or to terminate this Agreement for any reason whatsoever, including, in bCreative's sole judgment, if a User violates this Agreement.

2. bCreative's Proprietary Rights in the Site
The bCreative.com web Site is a proprietary, copyrighted work owned by bCreative, Inc. In addition, the contents of the Site, including the databases and compilations of content and submissions, are the proprietary and confidential subject matter of bCreative. bCreative acknowledges the contributions of Creative Members who have voluntarily posted Idea Submissions and Virtual Creative Department (VCD) Submissions (collectively "Submissions"), pursuant to the Creative Member Submission Agreement and/or the Creative Member License Agreement (collectively the "Creative Member Agreements"). Those contributors retain whatever intellectual property interests they may have had in the content they submit that is not otherwise assigned or licensed under the Creative Member Agreements or the Licensee Member Sub-License Agreement entered into with or by bCreative in connection with the Site, and its Content or use. bCreative reserves to itself all proprietary rights not expressly licensed below.

3. bCreative's Limited User License
bCreative grants to you, the user of the Site, a limited nonexclusive license to access, view, display and download portions of the Site for your use consistent with your status as a Creative Member, as defined in the Creative Member Agreements, or as a Licensee Member, as defined in the Licensee Member Sub-License Agreement. For Creative Members, this limited grant of use rights includes only the limited right to access, view, display and download Site content for the purpose of creating and posting Submissions on the Site or for other purposes available to Creative Members on the Site. For Licensee Members, this limited grant of use rights includes only the limited right to access, view, display and download Site content for the purpose of searching for and/or licensing Submissions or Active Licenses on the Site, posting VCD project requests, or for other purposes available to Licensee Members on the Site. For all Users, you may not copy, sell, license, modify, distribute, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, create derivative works from or use the content on the Site, in whole or in part, except as is expressly authorized by this license. For example, you may not make any modifications, derivative works or utilize the ideas, expressions, content material (copyrighted or otherwise), or any marks (trademarks, service marks or other marks or certifications) or other content on the Site, except as permitted in the Creative Member Agreements or Licensee Member Sub-License Agreement. You may not use the Site or information from the Site for any commercial activity apart from the business of the Site, including but not limited to, any activity that competes with the business of bCreative. You may not excerpt information from the Site for posting on the Internet or elsewhere without bCreative's express prior written consent. You agree not to take any action inconsistent with bCreative's ownership of the Site and the intellectual property rights associated with the content of the Site including those of bCreative and third parties. You agree not to take any action or step that would disrupt, alter or impede the operation of the Site, that would alter the content of the Site, that would impede others' access to or use of the Site, or that would otherwise be damaging or injurious to bCreative, its Creative Members, Licensee Members, or the Site. bCreative reserves all rights not expressly licensed.

4. Site Content
The Site will display material and contents, including without limit, Submissions, text, graphics, images, illustrations, designs, properties, layouts, ideas, concepts, active licenses, information, material, data, content, intellectual property of third parties, and reports and data generated as a result of User input (all such contents being referred to collectively as the "Site Content" or just "Content"). Site Content is supplied by Creative Members, Licensee Members and bCreative, and is provided for purpose of facilitating use of the Site as anticipated in the Creative Member Agreements and Licensee Member Sub-License Agreement. Users assume sole responsibility for any use they may make of the Site Content. You covenant that you hold the necessary rights to any Site Content that you supply, and that such rights include the rights to allow bCreative to transact the business as anticipated in the Creative Member Agreements and Licensee Member Sub-License Agreement. You hereby grant bCreative the rights to use the Site Content that you supply and agree that you will not publish, download, submit, distribute or otherwise provide to the Site any Site Content that: (a) infringes any third party's copyright, patent, trademark, trade secret or other proprietary right; (b) violates any law, statute, ordinance or regulation, including without limitation the laws regarding export control; (c) is defamatory or trade libelous; (d) is pornographic or obscene; or (e) contains viruses, Trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines. You acknowledge that, by publishing and distributing the Site Content on your behalf, bCreative is not taking ownership of the Content or in anyway testifying to its legality. bCreative retains complete discretion over the Site Content, including the right to remove or alter any Site Content. bCreative has no obligation to you, and undertakes no responsibility to review the Content or User-generated Content to determine whether any such content may result in liability to third parties. bCreative shall be in no way liable for the accuracy, completeness, posting or use of Site Content supplied by you. Further, if bCreative believes in its sole discretion that any Site Content may create liability for bCreative, any of its Licensee Members or Creative Members, bCreative may decline or cease to distribute or post such Site Content and/or perform any related Services.

5. Limitations of bCreative Content and Services
bCreative believes based on its knowledge that the information available on its Site is accurate, but it expressly disclaims any warranty or representation of the completeness or accuracy of information found on the Site. If you notice an inaccuracy on the Site, please inform bCreative so that it can be corrected. You can do so by emailing webmaster@bCreative.com.

This Site may contain links to other web sites operated by third parties as well as information provided by third parties. you acknowledge and agree that bCreative is not responsible for the content, accuracy, or legality of what may appear on those sites. The inclusion of such a link does not imply any endorsement of or affiliation with the site by bCreative; similarly, a link to a third-party site or the inclusion of third-party material in the Content does not imply any endorsement or sponsorship of bCreative by such third party.

Some third parties may be identified as or identify themselves as affiliates of bCreative. Affiliates have agreed with bCreative to share certain information with bCreative. bCreative and affiliates do not sponsor or endorse one another unless such sponsorship or endorsement is expressly stated, and only to the extent of such an express statement.

6. Membership Requirement.
Certain portions of the Site and services available at the Site are restricted and limited to certain types of Users. In order to access the restricted Creative Member area where Ideas may be submitted, a User must apply, agree to the Creative Member Submission Agreement, and be accepted by bCreative as a Creative Member. In order to access the restricted Licensee Member area where Ideas may be searched, viewed and licensed, a User must apply, agree to the Licensee Member Sub-License Agreement and be accepted by bCreative as a Licensee Member. bCreative has the right to accept or reject Creative Members and Licensee Members applicants at its sole discretion. bCreative may impose fees for membership, posting, submitting or obtaining certain information or services related to the Site.

7. Purchase of Goods and Services.
The Site contains information about third-party products and services and links to other sites at which Users may purchase products or services. User agrees that bCreative shall have no responsibility or liability in connection with any order for, purchase of, use of, or inability to use, products or services received or purchased of from third parties. User's sole recourse, if any, in connection with any products or services is with the seller of those products or services.

8. Privacy
To view bCreative's privacy policy, click here.

bCreative desires to protect the reasonable privacy interests of Users and to inform Users of what user information it collects and how it uses that information. By entering into this Agreement, you acknowledge that you have read and understand the bCreative Privacy Policy posted on the Site, and that you agree to the uses of User information described in the Privacy Policy. You also agree that the Privacy Policy may change from time to time without prior notice, and you agree to periodically review the Privacy Policy to apprise yourself of new or additional terms.

9. Copyright and Intellectual Property Conflicts:
bCreative desires to honor the copyright and intellectual property interests of all parties. If you believe that your copyright and/or other intellectual property interests are being infringed by a posting on bCreative, or if you have the knowledge or belief that the copyright and/or other intellectual property interests or others are being infringed by a posting on bCreative, you must notify us of your claim, knowledge or belief, by emailing bCreative at: conflict@bCreative.com, or by mail at the address listed in the Contact bCreative section of our website.

bCreative will acknowledge claims to infringement and will remove any Site Content that it reasonably determines to infringe the copyright or other intellectual property right of any person. User agrees that it will indemnify and hold bCreative harmless from any claims, damages, liability or expenses (including reasonable attorney's fees) resulting bCreative's actions or non-actions as they relate to User claims of infringement.

The Digital Millennium Copyright Act of 1998 provides recourse for owners of copyrighted material that believe their rights have been violated. If you believe that your copyright interests have been violated, we recommend that you first contact an attorney. The information provided in this Agreement is provided for informational purposes only and should not be construed as legal advice.

10. Separation of Creative Members and Licensee Members
Creative Members and Licensee Members of bCreative agree not to circumvent bCreative and work directly with each other on any matters, unless bCreative approves in writing or facilitates such a direct relationship. Details can be found in the Creative Member Submission Agreement and the Licensee Member Sub-License Agreement.

11. Disclaimers of Warranty; Limitations of Liability and Remedy.
ALL THE INFORMATION, SOFTWARE, CONTENT, PRODUCTS AND SERVICES AT BCREATIVE.COM ARE PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS, WITH NO WARRANTIES OF ANY KIND. BCREATIVE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.

bCREATIVE DISCLAIMS ANY WARRANT THAT THE SITE WILL ALWAYS BE ACCESSIBLE OR OPERATIONAL, THAT THE INFORMATION PR/OVIDED AT THE SITE IS ACCURATE, RELIABLE OR CORRECT; OR THAT ANY ERRORS WILL BE CORRECTED.

YOU AGREE THAT, UNDER NO CIRCUMSTANCES AND TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW, BCREATIVE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES UNDER ANY THEORY (INCLUDING CONTRACT, NEGLIGENCE, STRICT LIABILITY OR TORT) ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT, THE CONTENT, THE SITE, YOUR USE OR INABILITY TO USE THE SITE, OR ANY DECISION OR ACTION YOU MAKE IN CONNECTION WITH THE SITE.
YOU AGREE THAT, UNDER NO CIRCUMSTANCES AND TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW, BCREATIVE'S TOTAL CUMULATIVE MONETARY LIABILITY TO YOU IN CONNECTION WITH THIS AGREEMENT, THE SITE, AND YOUR USE OF THE SITE AND ITS CONTENT, SHALL NOT EXCEED ONE HUNDRED DOLLARS. YOUR ONLY OTHER REMEDY FOR DISSATISFACTION WITH THE SITE, SITE RELATED SERVICES AND/OR CONTENT OR INFORMATION CONTAINED WITHIN THE SITE IS TO STOP USING THE SITE AND/OR ITS SERVICES PROVIDED.

12. Indemnity.
You agree to indemnify, defend and hold harmless bCreative, its officers, directors, employees, agents, information providers and suppliers from and against all losses, expenses, damages and costs, including reasonable attorney's fees, arising in connection from any violation by you of this Agreement; any Site Content provided by you or on your behalf, including any claims of infringement of intellectual property or third party rights, or otherwise as a result of access to, use of or posting of Site Content; any license granted by you; and any action or inaction by you or others based on or resulting from your use of the site or the content.

13. Trademarks and Service Marks.
"bCreative," is a trademark and service mark of bCreative Inc. All other trademarks, service marks and logos used in this Site are trademarks, service marks, or logos of their respective owners or are used, to best of bCreative's knowledge with permission of the mark holders.

14. Linking and Framing.
Others commercial World Wide Web sites, other than portals and search engines, may not link to the Site or frame any Content on the Site without express prior written consent of bCreative. Please email info@bCreative.com to request consent.

15. General Provisions.
These Terms of Use constitute the entire agreement between bCreative and you, the User, with respect to the subject matter of this Agreement. This Agreement supersedes all prior agreements, understandings and representations between you and bCreative with respect to the subject matter of this Agreement. You cannot amend or alter the terms of this Agreement except by a written instrument signed by an officer of bCreative.

This Agreement and the license in this Agreement are personal to you, the User who has agreed to this Agreement, and neither can be assigned by you. You agree not to allow any other to access the Site unless such other person agrees to be bound by the terms of this Agreement, and you further agree to assume all responsibility and liability arising from any third party access to or use of the Site that you permit where such third party has not agreed to be bound by this Agreement.

bCREATIVE shall also have the right to immediately terminate this Agreement in the event that the User should breach any provision of this Agreement.

Although the Site is accessible worldwide, not all products or services discussed or referenced in the Site are available to all persons or in all geographic locations or jurisdictions. bCreative reserves the right to limit the provision of any product or service to any person, geographic area or jurisdiction it so desires. These services are void where prohibited.

bCreative may send certain updates to all Member users via email. These updates will include user site information, policy and service announcements. Members are not able to unsubscribe from these updates, which contain important information about bCreative policies and services. We may communicate with the user regarding these updates via email, fax, mail or phone. In addition, bCreative may at times send Member and non-member users information that it believes will be of interest. If you do not want to receive e-mails from us, please let us know by sending e-mail to info@bCreative.com.

This Agreement shall be governed by and construed in accordance with the law of the Commonwealth of Virginia, without regard to the user's state's choice of law rules. You agree that use of the bCreative Site constitutes activity in Virginia and for the purpose of litigating any dispute arising under this agreement, you agree that any action that you commence against bCreative shall be commenced and maintained solely in a federal or state court of competent subject matter jurisdiction within the U.S. District Court for the Western District of Virginia, Charlottesville Division. You also agree to submit and consent to the personal jurisdiction and venue of any such court in the event bCreative commences an action against you in any such Court and expressly agree to waive any jurisdictional or venue defenses otherwise available to you.

If any provision of these terms and conditions is finally found by a court of competent jurisdiction to be void, invalid, unenforceable or otherwise contrary to law or equity, the remainder of this Agreement that can be given effect without such term or provision, shall be given full effect.

Our failure to enforce strict performance of any provision of this Agreement or to penalize any violation of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement or to penalize you for any further violations.