Advertising Materials

You have been invited to use the Southall, LLC (“Southall”) web page on the Brandfolder website ("Site") by an authorized representative of Southall. This Terms of Use & License Agreement ("Agreement") describes your rights and responsibilities and states the terms and conditions under which you may use this Site and Southall’s Brand Assets (as defined below). By continuing to use the Site, you are indicating your acceptance to be bound by the terms and conditions of this Agreement between you and Southall.
1. Exclusive Rights. Use of the Site and the Brand Assets on the Site is granted exclusively to you by Southall. The rights granted to you under this Agreement are not transferable and cannot be shared with other person or entity, except for representatives of the entity you represent ("Company").
2. Use of Site and Brand Assets. You are granted the right to use the Site and a limited, non-exclusive, non-transferable, non-sublicensable right to use the images, logos, name and item numbers, catalogs and other content on the Site (“Brand Assets”) solely for the purpose and in the form and manner specifically approved in writing by Southall in advance. You may only use the Brand Assets as they appear on the Site. The Brand Assets may not be altered or modified, in whole or in part, for any reason. You shall not, directly or indirectly, use or display the Brand Assets for any other purpose without Southall’s prior written approval. You further agree not to display or depict the Brand Assets in any manner or in any materials that would tend to denigrate, disparage, tarnish, present in a false light, or otherwise reflect negatively on the Brand Assets, Southall or any of its affiliates, or any of their respective products or services.
3. Ownership. You acknowledge that the Brand Assets are owned by Southall or that Southall has the license to the Brand Assets. Neither this Agreement, nor any act, omission, or statement by Southall or you, conveys any ownership right in any of the Brand Assets, or to any element or portion thereof, or other materials provided by or on behalf of Southall under this Agreement. You acknowledge that all right, title, and interest in and to the Branded Assets, and the goodwill resulting from your use of the Brand Assets are owned by and will remain with Southall. You further acknowledge that the brand assets are protected under copyright, trademark and other intellectual property laws and any unauthorized use may constitute infringement and violate state or federal laws.
4. Copyright and Trademark Notices. You shall ensure that all Brand Assets used or displayed by you are marked with the appropriate copyright and trademark notices specified by Southall in a reasonably prominent position in the order and manner provided by Southall.
5. Quality Control. You acknowledge the high standards and reputation for quality symbolized by the Brand Assets, and you agree, at all times, to use the Brand Assets in a manner consistent with such quality standards and reputation. You agree to comply with any specifications, standards, and directions relating to the Brand Assets, as notified in writing by Southall from time to time.
6. Revocation. Southall may revoke this permission at any time by written notice to you. Revocation will apply to all future use of the Brand Assets but will not require you to delete the Brand Assets from any tangible materials if such use is not in violation of this Agreement.
7. Choice of Law; Venue. This Agreement and all matters arising out of or relating to this Agreement, including tort and statutory claims are governed by the laws of Tennessee, without giving effect to any conflict of laws provisions thereof. Either party shall institute any legal suit, action, or proceeding arising out of or relating to this Agreement in the federal or state courts in each case located in Williamson County, Tennessee and each party irrevocably submits to the exclusive jurisdiction of such courts in any legal suit, action, or proceeding.
8. Equitable Relief. You acknowledge that a breach by you of this Agreement may cause Southall irreparable damages, for which an award of damages would not be adequate compensation, and agrees that, in the event of such breach or threatened breach, Southall will be entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance, and any other relief that may be available from any court, in addition to any other remedy to which Southall may be entitled at law or in equity. Such remedies are not exclusive but are in addition to all other remedies available at law or in equity, subject to any express exclusions or limitations in this Agreement to the contrary.
9. Modification. It is your responsibility to review this Agreement periodically. Southall reserves the right to modify this Agreement from time to time without notice and in its sole discretion by updating this web page. Your continued use of the Site after any modifications by Southall shall constitute your acceptance of such modifications.

BY CONTINUING TO USE THE SITE, I AGREE TO BE BOUND BY THE ABOVE STATED TERMS AND CONDITIONS