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Terms and Conditions: Please scroll to the bottom to accept.

        CLICKING ON THE “I ACCEPT” BUTTON BELOW ACTS AS YOUR ELECTRONIC SIGNATURE BINDING YOU TO THE TERMS OF THIS SERVICES AGREEMENT. NOTE THAT CREATIVEHUB, LLC RESERVES THE RIGHT TO MODIFY THE TERMS OF THIS AGREEMENT AT ANY TIME BY POSTING A NEW VERSION ON THE SITE, AND THE NEW VERSION WILL BE BINDING ON YOU.

        THIS SERVICES AGREEMENT ("Agreement") is effective as of the later of the date that you click the “I ACCEPT” button or the date that CreativeHub accepts this Agreement (the "Effective Date"). This Agreement shall be by and between CreativeHub, LLC, a Pennsylvania limited liability company ("CreativeHub"), with a principal place of business at 1530 Locust Street, Suite #9b Philadelphia, PA 19102 and the company named above, its subsidiaries and designated affiliates (collectively, the "Business", and together with CreativeHub, the "Parties"). For good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree as follows:

      1. Definitions
        1. “Business Advertising Program” means the advertising criteria provided by Business to CreativeHub, a form of which is attached in Exhibit A, around which CreativeHub shall build a Project to solicit Creative Content through the Site.
        1. “Business Content” shall have the meaning set forth in Section 7.1.
        1. “Business Marks” shall mean Business logos, service marks and trademarks provided to CreativeHub in accordance with this Agreement.
        1. “Project” means CreativeHub’s solicitation of Creatives, by way of a project, to contribute Creative Content for review by the Business.
        1. “Project Fee” shall have the meaning set forth in Exhibit A.
        1. “Creative” means a user of the Site.
        1. “Custom Materials” shall have the meaning set forth in Section 7.1.
        1. “Deliverable” shall have the meaning set forth in Exhibit A.
        1. “Intellectual Property” means any worldwide patent, copyright, trade secret, trade dress, trademark or service mark (and goodwill signified thereby), know-how, and/or other intellectual property rights, and any industrial property or proprietary rights in each relevant country and jurisdiction.
        1. “Production Fee” shall have the meaning set forth in Exhibit A.
        1. “Site” means the site created by CreativeHub on the world wide web currently located at http://www.creativehub.com, including any subsequent address changes and related web pages
      1. Engagement.
        1. Services Framework. CreativeHub shall provide services to Business, which includes soliciting, aggregating and presenting, and producing content for Business advertising purposes (the "Services") pursuant to the Business Advertising Program. Business acknowledges that the content provided under this Agreement consists of contributions submitted by Creatives in the form of text, video, artwork, graphics, photographs and other items (the “Creative Content”) relative to a specific Project. Each Project is operated pursuant to the Business Advertising Program.
        1. Business Responsibilities. Business shall provide CreativeHub with the necessary items, information, material and/or Business Content, including such advertising criteria and data, as are reasonably determined by CreativeHub to be necessary for the timely performance of the Services related to the Business Advertising Program and each related Project. CreativeHub shall not be responsible for any delayed performance of the Services caused by Business delays or inaction.
        1. Independent Contractor. The parties acknowledge and agree that CreativeHub and each Creative act solely as independent contractors under this Agreement and neither Business nor CreativeHub nor any Creative shall be considered for any purpose to be the agent, partner, franchisor, franchisee, or joint venturer of the other. Business shall have the right to engage CreativeHub and other service providers to perform related services; provided, however, that CreativeHub shall be the exclusive source of content for the Business Advertising Program and each related Project.
      1. Payments for Services Rendered.
        1. Project Fees. Business shall pay CreativeHub a flat fee for each Project, set by CreativeHub at the time of the Project.
        1. Fees for Creative Content. To the extent Business desires to retain the services of a Creative or purchase or license Creative Content, Business shall negotiate and contract directly with the Creative. CreativeHub makes no warranty or representation that Business will be able to negotiate and reach agreement with a Creative for his or her services or Creative Content.
        1. Production Fee. Business may negotiate for production services after completion of the applicable Project. In the event Business retains CreativeHub for production purposes, CreativeHub will provide an estimate for the Deliverables, which may be subject to reasonable cost overages, payment of which shall be made by the Business.
        1. Fees; Agency Expenses. Except as otherwise specified in writing, all fees and costs shall be paid in U.S. Dollars by any payment service then accepted by CreativeHub (e.g., credit card or PayPal), or within thirty (30) days of Business's receipt of CreativeHub's invoice. Business shall inform CreativeHub of any dispute regarding an invoice within five (5) days of Business's receipt of CreativeHub's invoice.
        1. Taxes. Excluding any withholding or export taxes or taxes based on CreativeHub’s income, Business shall pay any undisputed sales, use, value-added, privilege or other similar tax or duty imposed or assessed by any governmental entity upon the sale, use or receipt of the Services or the Deliverables. Business shall pay such taxes or charges when charged or invoiced by CreativeHub.
        1. Late Payments. In the event that any payment or reimbursement (or portion thereof) due hereunder is not made within thirty (30) days of Business's receipt of the relevant invoice, the unpaid amount shall bear interest at the rate of one percent (1.0%) per month (or the highest rate permitted by law, if less).
      1. Term and Termination.
        1. Term. This Agreement shall commence on the Effective Date and remain in effect so long as Business receives any Services under this Agreement, including Projects and production services.
        1. Termination For Cause. This Agreement may be immediately terminated by either Party, by written notice to the other Party, in the event of a material breach by the other Party of any material term or condition of this Agreement after receipt of written notice thereof from the non-breaching Party. Termination by either Party for breach shall be in addition to any other remedies the non-breaching Party may have for the breach.
        1. Effect of Termination. In the event this Agreement is terminated for any reason: (a) to the extent a Project is running, CreativeHub shall immediately end the Project and take such Project down from the Site, (b) Business shall pay CreativeHub for all Services performed by CreativeHub up to the date of such termination, and (c) CreativeHub shall transmit to Business within ten (10) business days any and all work product and documentation related to the provision of Services and Deliverables.
      1. Limited Warranties; Indemnification; Liability Limitations
        1. Limited Warranties by CreativeHub. CreativeHub warrants for a period of thirty (30) days (“Warranty Period”) to Business that CreativeHub’s Services: (i) will be performed in accordance with all applicable Federal, State, or local laws, regulations and executive orders, (ii) will not result in a breach by CreativeHub of any obligation to a third party; and (iii) will be performed in a professional and workmanlike manner. In the event of any breach of this warranty by Creative Hub, Business’s sole remedy and CreativeHub’s sole liability is to re-perform the Services at no charge to Business upon CreativeHub’s receipt of Business’s written notice of breach during the Warranty Period.
        1. Disclaimer. THE REMEDIES SET FORTH IN THIS SECTION SHALL BE Business'S SOLE REMEDIES WITH RESPECT TO THE WARRANTIES UNDER THIS AGREEMENT. ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, ARE HEREBY EXPRESSLY DISCLAIMED AND EXCLUDED, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE or non-infringement. No employee, agent, representative or affiliate of CreativeHub has the authority to bind CreativeHub to any additional representations or warranty concerning the Services, and any representation or warranty not expressly contained in this Agreement will not be enforceable.
        1. Trademark, Copyright Clearances. ANY AND ALL WARRANTIES REGARDING THE CREATIVE CONTENT ARE MADE, IF AT ALL, BY THE CREATIVE AND NOT BY CREATIVEHUB, WHICH DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY REGARDING THE CREATIVE CONTENT, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. CREATIVEHUB DOES NOT CONDUCT ANY TRADEMARK OR COPYRIGHT SEARCHES, OR ANY OTHER INTELLECTUAL PROPERTY CLEARANCES WITH RESPECT TO ANY CREATIVE CONTENT. CreativeHub recommends that Business conduct any and all appropriate intellectual property searches prior to licensing or using Creative Content.
        1. Indemnification by CreativeHub. Except with respect to Creative Content, CreativeHub shall defend, indemnify and hold harmless Business and its directors, officers, employees, and agents from and against all damages, costs (including reasonable attorneys' fees), judgments and other expenses arising out of or on account of any third party claim alleging that CreativeHub’s Services or Deliverables, in the form delivered to Business by CreativeHub, infringe or misappropriate the U.S. patent, copyright, trademark or other intellectual property rights of any third party, except to the extent that such infringement results from the inclusion of Business Content in the Services or a Deliverable or pursuant to specifications provided by Business. CreativeHub's obligation to indemnify Business requires that Business notify CreativeHub promptly in writing of any claim as to which indemnification will be sought and provide to CreativeHub reasonable cooperation in the defense and settlement thereof. CreativeHub will have the exclusive right to defend any such claim, and Business may not settle or compromise such claim without the prior written consent of CreativeHub. In the event any such claim is brought or threatened, CreativeHub may, at its sole option and expense (1) procure for Business the right to continue receiving the Services and using the Deliverables or the allegedly infringing item, or (2) modify or amend the Services or Deliverables or allegedly infringing item, or replace the Services or Deliverables or allegedly infringing item with other Services or Deliverables having substantially the same or better capabilities. THE REMEDIES SET FORTH IN THIS SECTION ARE BUSINESS'S SOLE REMEDIES AND CREATIVEHUB’S SOLE LIABILITY WITH RESPECT TO AN INFRINGEMENT CLAIM AGAINST BUSINESS.
        1. Limited Warranties by Business; Indemnification. Where Business provides CreativeHub with instructions to use or insert into the Services or Deliverables, any Business Content, including but not limited to Business Marks, product specifications or product representations, Business warrants to CreativeHub that Business has all necessary rights and licenses to use, and to have CreativeHub use on Business's behalf, such Business Content. Business agrees to defend, indemnify and hold harmless CreativeHub and its directors, officers, employees, and agents from and against all damages, costs (including reasonable attorneys' fees), judgments and other expenses arising out of or on account of any third party claim alleging that the Business Content, or CreativeHub's use of such materials at Business's direction, or CreativeHub’s compliance with Business’s specifications, or any use of or modifications to any Creative Content, Deliverables or Services, infringes or misappropriates the U.S. patent, copyright, trademark or other proprietary or intellectual property rights of any third party, or constitutes unfair competition or an unfair business act, or is libelous or violates privacy rights. Business's obligation to indemnify CreativeHub requires that CreativeHub notify Business promptly in writing of any claim as to which indemnification will be sought and provide Business reasonable cooperation in the defense and settlement thereof. Business will have the exclusive right to defend any such claim, and CreativeHub may not settle or compromise such claim without the prior written consent of Business.
        1. No Consequential Damages. EXCEPT FOR CLAIMS RELATING TO (A) EITHER PARTY’S INTENTIONAL BREACH OF CONFIDENTIALITY OBLIGATIONS OR WILLFUL MISCONDUCT, OR INJURY TO PERSONS OR DAMAGE TO REAL OR TANGIBLE PERSONAL PROPERTY, AND (B) EITHER PARTY'S OBLIGATIONS TO INDEMNIFY THE OTHER PARTY UNDER THIS AGREEMENT: IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR LOST PROFITS, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR INDIRECT DAMAGES OF ANY KIND (INCLUDING COSTS OF COVER) ARISING UNDER THIS AGREEMENT OR IN THE COURSE OF CREATIVEHUB PROVIDING ANY SERVICES TO THE BUSINESS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), INTENDED CONDUCT OR OTHERWISE, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
        1. Limitation on Damages. EXCEPT FOR CLAIMS RELATING TO (A) EITHER PARTY’S INTENTIONAL BREACH OF CONFIDENTIALITY OBLIGATIONS OR WILLFUL MISCONDUCT, OR INJURY TO PERSONS OR DAMAGE TO REAL OR TANGIBLE PERSONAL PROPERTY AND (B) EITHER PARTY'S OBLIGATIONS TO INDEMNIFY THE OTHER PARTY UNDER THIS AGREEMENT: THE AGGREGATE AMOUNT OF ANY LIABILITY OF ONE PARTY TO THE OTHER FOR ANY CLAIM(S) ARISING FROM OR RELATING TO THIS AGREEMENT WILL NOT EXCEED, IN ANY EVENT, THE AMOUNTS PAID OR PAYABLE TO CREATIVEHUB (NET OF ANY REIMBURSABLE OR OVERAGE EXPENSES) UNDER THIS AGREEMENT TO WHICH THE LIABILITY RELATES FOR THE PERFORMANCE OF SERVICES UP TO THE DATE OF THE LIABILITY CAUSING EVENT.
      1. Confidentiality; Non-Solicitation, Non-Competition
        1. Confidentiality.
        6.1.1 During the course of this Agreement, each Party (the “Receiving Party”) may be given access to confidential and proprietary information of the other Party (and its subsidiaries, divisions, affiliates and third party associates) (the “Disclosing Party”).
        6.1.2 “Confidential Information” shall mean information, including trade secrets, know-how, proprietary information, formulae, processes, techniques and information relating to the Disclosing Party’s past, present and future marketing, financial, research and development activities, and personally identifiable information about users, employees, shareholders, suppliers, consultants, competitors and customers, that may be disclosed, whether orally or in writing, to the Receiving Party, or that may be otherwise received or accessed by the Receiving Party in the course of performing this Agreement. “Confidential Information” shall not include information that the Receiving Party can prove is or was: (i) previously known to the Receiving Party without an obligation of confidence; (ii) independently developed by or for the Receiving Party without use of the Confidential Information; (iii) acquired by the Receiving Party from a third party which is not under an obligation of confidence with respect to such information; or (iv) which is or becomes publicly available through no breach of this Agreement.
        6.1.3 The Receiving Party shall only use or disclose the Confidential Information for purposes of and in connection with this Agreement. Each Party agrees to protect the confidentiality of the Confidential Information of the Disclosing Party for a period not to exceed five (5) years from initial disclosure in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either Party exercise less than reasonable care in protecting such Confidential Information. Access to the Confidential Information shall be restricted to (a) CreativeHub personnel and Business’s personnel (including such personnel employed by subsidiaries, divisions, affiliates or third party associates) engaged in a use permitted hereby and (b) third party service providers of Business or CreativeHub solely for use in connection with the provision of services to Business. <
        6.1.4 The Receiving Party may disclose Confidential Information of the Disclosing Party as required to comply with any law or as required by any administrative or regulatory agency or body. The Receiving Party shall not duplicate any material containing Confidential Information except in the direct performance of its obligations under this Agreement. The Receiving Party shall return all copies of materials containing Confidential Information upon reasonable request of the Disclosing Party or upon any earlier termination of this Agreement for any reason whatsoever. If the Receiving Party receives a subpoena or other validly issued administrative or judicial process demanding Confidential Information, it shall promptly notify the Disclosing Party of such receipt and tender to it the defense of such demand. After providing such notification, the Receiving Party shall be entitled to comply with such subpoena or other process to the extent permitted by law.
        1. Non-Solicitation. During the term of this Agreement, and for a period of twelve (12) months following the expiration or termination of this Agreement, neither Party shall directly or indirectly hire or employ any of the other Party's employees unless such employee ceased being an employee of the other Party twelve or more months prior to hiring.
        1. Non-Competition. During the term of this Agreement, Business will not directly, or indirectly, on a worldwide basis, compete with the business or patronage of CreativeHub. Business agrees not to use any Confidential Information or Services provided by CreativeHub hereunder for the purpose of launching or operating, directly, or indirectly, a content-generation business designed to compete with the business of CreativeHub. If the scope or enforceability of either of these restrictive covenants is in any way disputed at any time, each Party authorizes the relevant court to modify and enforce the covenant(s) to the extent such court deems reasonable under the circumstances existing at that time, with the balance of this Agreement remaining in full force and effect.
      1. Intellectual Property Rights
        1. Business Intellectual Property Rights. Business owns all right, title and interest in and to, all of its Intellectual Property independently developed by Business, prior to, during, or after the Term of this Agreement (collectively, "Business Content"). To the extent CreativeHub requires the use of any Business Content to perform Services for Business, Business grants CreativeHub a non-exclusive, royalty-free, non-transferable, revocable license to use such Business Content for, and solely in connection with, those Services.
        1. CreativeHub Intellectual Property Rights. CreativeHub and its licensors shall retain all right, title and interest in and to all CreativeHub Intellectual Property, which includes items owned by CreativeHub prior to commencement of the Services, know how, techniques, technologies, methods, concepts, databases, inventions and programs used by CreativeHub in its business. For any Deliverables that either include CreativeHub Intellectual Property, or rely on CreativeHub Intellectual Property for their exploitation, CreativeHub grants to Business and its successors and assigns a non-exclusive, royalty-free, perpetual, worldwide license to utilize the CreativeHub Intellectual Property as part of the specific Deliverables developed for the specific Business Advertising Program and delivered to Business, without additional cost.
        1. Creative Intellectual Property Rights. For purposes of clarity, each Creative retains all right, title and interest in and to all Creative Content that such Creative submits for each Project. Unless or until Business reaches an independent agreement with a Creative, Business has no license, right, title or interest in the Creative Content of that Creative.
        1. Cooperation. Each Party shall cooperate with the other, and execute additional documents as reasonably necessary or desirable, to vest the rights of the Parties as described in this Section 7.
      1. General Provisions
        1. Publicity. Business may at its sole discretion, if asked by CreativeHub and in each case subject to the Business's prior written approval: (a) participate in a joint press release with CreativeHub; (b) agree to have the Business's name and logo included in CreativeHub's marketing materials and web site; (c) provide written testimonial as to Business's success with CreativeHub services; and (d) allow CreativeHub to use Business as a reference client. Both Parties further agree not to issue or discuss the pricing under this Agreement with any third party without the prior written consent of the other Party.
        1. Entire Agreement; Amendment. This Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes any previous agreements or understandings, whether oral or written. This Agreement may only be amended or modified by a writing signed by the Parties.
        1. Controlling Law. This Agreement and all questions relating to its validity, interpretation, performance and enforcement, shall be governed by and construed, interpreted and enforced in accordance with the law of the Commonwealth of Pennsylvania, notwithstanding any conflict-of-law provisions to the contrary.
        1. Headings; Interpretation. Headings and captions in this Agreement are for convenience only and are not to be used to interpret this Agreement. This Agreement will be interpreted fairly in accordance with its terms and conditions and without any strict construction in favor of or against either Party.
        1. Severability. If any provision of this Agreement is found to be illegal or unenforceable, then, notwithstanding such finding, this Agreement shall remain in full force and effect and such provision shall be deemed stricken or modified to the minimum extent necessary to make it enforceable; provided, however, that the intent of the parties when entering into this Agreement is maintained.
        1. Binding Nature of Agreement; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Neither Party may assign or transfer its rights or obligations under this Agreement without the other Party’s prior written consent, which consent shall not be unreasonably withheld or delayed. However, either Party may assign this Agreement to any entity it acquires, is acquired by, or merges with the Party.
        1. Waiver. The failure of either Party to enforce at any time any of the provisions hereof or exercise any right or option hereunder shall not be construed to be a waiver of the right of such Party thereafter to enforce any such provisions or exercise such right or option. Any consent by any Party to, or waiver of, a breach by the other, shall not constitute a consent to, waiver of, or excuse of any other different or subsequent breach.
        1. Force Majeure. Neither Party will incur any liability to the other Party on account of any loss or damage resulting from any delay or failure to perform (other than payment of money or breach of confidentiality requirements) if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control and without negligence or fault of the Party to be excused due to a force majeure event. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, riots, acts of war, earthquakes, fire and explosions.
        1. Notices. All notices will be in writing and delivered to the addresses set forth above or at such other address as either Party specifies in writing. Notices will be deemed effectively given: (a) upon five (5) business days after being sent by certified or registered mail, postage prepaid, return receipt requested; (b) upon the next business day after being sent overnight by a major U.S. overnight document courier; or (c) upon receipt of confirmation following transmission via the internet by electronic mail or by a facsimile machine if sent on a business day during business hours (otherwise, deemed received six hours after the beginning of the next business day) if followed by a hard copy sent by mail using one of the delivery methods in (a) or (b) above.
        1. Counterparts; Faxes. This Agreement may be executed in counterparts, each of which so executed will be deemed to be an original and such counterparts together will constitute one and the same agreement. The parties may execute this Agreement by exchange of fax signatures, or by manifesting assent via electronic signatures.
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