HANS Premium Water, LLC and its authorized business partners, affiliates, subsidiaries, and agents (collectively, “HPW”) welcome you to its online marketing portal (“Site”). These Terms of Use (“Agreement”) constitute a legally binding agreement between HPW and you, whether personally or on behalf of an entity (“You”), so please read them carefully. This Agreement explains how you can use photos, illustrations, vectors, and videos that HPW makes available to you on this Site. By downloading content from HPW, you accept the terms of this Agreement.

Grant of Rights

  1. HPW hereby grants You a non-transferable, non-sublicensable, right to use certain trademarks and copyrights made available to You through the Site (collectively, “Assets”) exclusively for the benefit of A5’s clients; namely, in connection with goods, marketing, and signage bearing the Assets within the United States.
  2. You may not sell, assign, transfer, sublicense, or otherwise part with any of Your rights or obligations under this Agreement without HPW’s prior written consent, which HPW may withhold in its sole discretion.

Your Obligations and Representations

  1. You agree to not alter, edit or otherwise manipulate any Assets, in any manner, and must follow all appropriate procedures in properly marking and using the Assets as set forth by HPW and as subsequently amended in writing by HPW. Nor shall You use any other trademark, copyright or other intellectual property owned or controlled by HPW without HPW’s prior written approval.
  2. You agree that the Assets shall at no time be located adjacent or in close proximity to trademarks, copyrights, trade names, logos or products associated with minors (i.e., children and infants), alcohol (including beer and wine), cannabinoid or tobacco.
  3. You agree to submit all proposed use of the Assets to HPW for prior authorization and approval via the Site. HPW shall complete such review in a timely manner. If A5 does not respond within ten business days, the use, as proposed, is rejected. You specifically undertake to amend, to the satisfaction of A5, any proposed use A5 does not approve of.
  4. You shall ensure that all users using Your account and Assets obtained through your account are informed of and comply with this Agreement and You are fully responsible for all such use.
  5. You acknowledge all the Assets provided by HPW are valid and enforceable and that nothing in this Agreement gives You any right, title, or interest in or to any Assets other than the right to use granted herein.

Ownership of Intellectual Property Rights

  1. The Assets featured on this Site (e.g., logos, brand identities, images, videos, and works) are the property of, or are licensed to HPW. All these Assets are the property of their respective owners. Nothing contained on this Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Assets made available on this Site other than the rights expressly granted herein. A5 reserves all rights not expressly granted to You in this Agreement.
  2. If the subject matter (“Works”) of Your services toHPW may be eligible for copyright protection, You agree the Works are works-made-for-hire. If all or part of the Works are, for any reason, deemed not to be a work-made-for-hire, You hereby assign all right, title, and interest in and to all Works to HPW upon creation.

Miscellaneous

  1. This Agreement shall continue in force indefinitely, unless sooner terminated as herein provided. Either party may terminate this relationship on ten days’ written notice. Upon termination of this relationship, You shall: (a) cease using all materials bearing the Assets; and (b) return, destroy, delete or otherwise permanently remove all physical materials and electronically stored copies or files containing or bearing the Assets.
  2. The laws of the State of Michigan shall govern this agreement. The parties submit to the jurisdiction and venue of the Oakland County Circuit Court in the State of Michigan or the United States District Court for the Eastern District of Michigan with respect to any action arising, directly or indirectly, out of this Agreement or the performance or breach of this Agreement. The parties hereby waive any objections that they may have to either jurisdiction or venue and stipulate that the venues referenced in this Agreement are convenient.
  3. This Agreement constitutes the entire understanding of the parties with respect to the subject matter, superseding all prior and contemporaneous promises, agreements, and understandings, whether written or oral, pertaining thereto.
  4. You shall indemnify, defend and hold HPW harmless from and against any and all claims, judgments, liabilities, losses, damages, penalties, fines, or costs (including, but not limited to, reasonable attorney’s fees), related to Your use of the Assets. This indemnity shall survive the expiration and termination of this Agreement.