Terms and Conditions.

Updated as of December 29, 2019

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY

These Terms and Conditions are a legal agreement between you and FOCUS Brands (as defined below) and govern your use of any website (each a “Site” and collectively the “Sites”) owned or operated by FOCUS Brands LLC or any of its affiliates or subsidiaries (collectively, “FOCUS Brands”) or operated on behalf of FOCUS Brands, and the content on such Sites, and the services available through such Sites (each a “Service” and collectively, the “Services”).

Agreement to terms and conditions by user

By using the Sites and Services, you acknowledge and accept without limitation or qualification, these terms, conditions, and notices (“Terms and Conditions”), the terms and conditions for each Site and/or Service, our User Generated Terms and Conditions and our Privacy Policy, each of which is incorporated herein by reference.

FOCUS Brands reserves the right to change these Terms and Conditions at any time and in its sole discretion. The modified Terms and Conditions will be effective immediately upon posting and you agree to the new posted Terms and Conditions by continuing your use of the Sites and Services. It is your responsibility to check periodically for any changes we may make to these Terms and Conditions.

Each time you use the Sites and Services, you reaffirm your acceptance of the then-current Terms and Conditions. If you do not wish to be bound by these Terms and Conditions, your only remedy is to discontinue using the Sites and Services. By using the Sites and Services, you also accept that any prior agreements between you and FOCUS Brands regarding your use of the Sites and Services are hereby superseded.

Links to third party sites

The Sites may contain links to other websites and mobile applications (“Linked Sites”). The Linked Sites are not under the control of FOCUS Brands and FOCUS Brands is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. FOCUS Brands is not responsible for webcasting or any other form of transmission received from any Linked Site. FOCUS Brands is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by FOCUS Brands of the site or any association with its operators.

Restrictions on use

You should assume that everything you see or read on the Sites is copyrighted unless otherwise noted, and may not be used except as provided in these Terms and Conditions.

Material from the Sites may not be copied, distributed, republished, modified, uploaded, incorporated, posted, or transmitted in any way, without the prior written consent of FOCUS Brands, except that you may print, display or download content from the Sites for your personal, non-commercial use only, provided you do not delete or change any copyright, trademark, or other proprietary notices. The material on the Sites is provided for lawful purposes only. No intellectual property rights are licensed or transferred to you through your use of the Sites and Services, but remain with FOCUS Brands, who owns full and complete title to all intellectual property in connection with the Sites and Services. You may not resell, decompile, reverse engineer, disassemble, or otherwise convert the Sites and any content thereon.

Linking, or any other manner of incorporating the whole or parts of the Sites including the framing of Sites by sites or site elements controlled by third parties is strictly prohibited.

No unlawful or prohibited use

As a condition of your use of the Sites and Services, you warrant to FOCUS Brands that you will not use the Sites and Services for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Sites and Services in any manner which could damage, disable, overburden, or impair the Sites or Services or interfere with any other party’s use and enjoyment of the Sites or Services. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Sites and Services.

You need not register with FOCUS Brands to simply visit and view the Sites and use many of the Services available on the Sites. However, FOCUS Brands may from time to time require you to register for an account in order to access certain password-restricted areas of the Sites and to use certain Services and materials offered on and through the Sites. FOCUS Brands shall have the right to approve or reject any requested account, in FOCUS Brands’ discretion. If your account is approved, you will be permitted to log in to the applicable Site or Service using the password you select. You may not permit anyone other than yourself to use your username or password to gain access to the Site or Service. You will take reasonable steps to maintain the privacy of your username and password and to prevent unauthorized access to or disclosure of your username and password. You are responsible for all activities that occur using your username and password.

Communication services; submissions and unauthorized conduct

The Sites may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable you to communicate with FOCUS Brands, the public at large or within a group (collectively, “Communication Services”). As used in these Terms and Conditions, the term Services shall include Communication Services. You agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service.

All remarks, suggestions, ideas, graphics, discussions, chats, postings, transmissions, bulletin boards or other information communicated to FOCUS Brands through the Sites, via the Communication Services or otherwise (each, a “Submission”), will forever be the property of FOCUS Brands, except as otherwise expressly stated by FOCUS Brands in connection with a specific Submission. FOCUS Brands will treat any Submission as nonproprietary and non-confidential. By posting, uploading, inputting, providing or submitting your Submission you acknowledge that you and not FOCUS Brands have full responsibility for the message, including its legality, reliability, appropriateness, originality, and copyright. You further warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions. Except as otherwise expressly stated by FOCUS Brands in connection with a specific Submission, anything you transmit or post becomes the property of FOCUS Brands and may be used for any purpose, including, but not limited to, reproduction, disclosure, transmission, publication, broadcast, posting, or marketing.

No compensation will be paid with respect to the use of your Submission, as provided herein. FOCUS Brands is under no obligation to post or use any Submission you may provide and may, in FOCUS Brands’ sole discretion, remove any Submission at any time, for any reason, without notice to you.

FOCUS Brands may from time to time monitor Submissions on the Sites and Communication Services; however, FOCUS Brands is under no obligation to do so. FOCUS Brands assumes no responsibility or liability arising from the content of any such Submissions, nor for any error, defamation, libel, slander, omission, falsehood, obscenity, pornography, profanity, danger, or inaccuracy contained in any information within such locations on the Sites, including in Submissions. You are strictly prohibited from posting or transmitting any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law. FOCUS Brands will fully cooperate with any law enforcement authorities or court order requesting or directing FOCUS Brands to disclose the identity of anyone posting any such information or materials.

When using the Sites and/or Services and/or making a Submission, you agree to abide by common standards of decency and act in accordance with the law. By way of example and not limitation, you agree not to:

Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
Publish, post, upload, distribute, or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information.
Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity), unless you own or control the rights thereto or have received all necessary consents.
Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Sites or Services, or another’s computer.
Advertise or offer to sell or buy any goods or services for any business purpose, unless such Site or Service specifically allows such messages.
Conduct or forward surveys, contests, pyramid schemes, or chain letters.
Download any file posted by another user of a Site or Service that you know, or reasonably should know, cannot be legally distributed in such manner.
Falsify or delete any author attributions, legal or other proper notices, or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.
Restrict or inhibit any other user from using and enjoying the Sites and Services or any part thereof.
Violate any code of conduct or other guidelines which may be applicable for any particular Site or Service.
Harvest or otherwise collect information about others, including e-mail addresses, without their consent.
Violate any applicable laws or regulations.

FOCUS Brands has no obligation to monitor, police or remove any Submissions. However, FOCUS Brands reserves the right in its sole discretion to review Submissions and to remove any materials at any time, for any reason, without notice to you. FOCUS Brands reserves the right to terminate your access to any or all of the Sites or Services at any time without notice for any reason whatsoever.

FOCUS Brands reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in FOCUS Brands’ sole discretion.

Always use caution when giving out any personally identifying information about yourself or your children on or through the Sites or Services. FOCUS Brands does not control or endorse the content, messages or information found in any Communication Service and, therefore, FOCUS Brands specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Managers and hosts are not authorized FOCUS Brands spokespersons, and their views do not necessarily reflect those of FOCUS Brands.

Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction, and/or dissemination. You are responsible for adhering to such limitations if you download the materials.

User generated content

Any content you post to our Sites (“User Generated Content”), may be available to all Users, and we cannot prevent such content from being used in a manner that violates these Terms and Conditions, the law, or your personal privacy. We may review such User Generated Content, remove it, or combine such User Generated Content with other information we have collected about you and use it as described in our Privacy Policy. All User Generated Content is subject to these Terms and Conditions, our Privacy Policy, and the User Generated Content Terms and Conditions.

Idea submissions

FOCUS Brands and its employees do not consider unsolicited ideas, including ideas for new advertising campaigns, new promotions, new or improved products, product enhancements, processes, materials, marketing plans or new product names. Please do not submit any unsolicited ideas, original creative artwork, suggestions, or other works (collectively, “Idea Submissions”) in any form to FOCUS Brands or any of its employees. The chief purpose of this policy is to avoid potential misunderstandings or disputes when FOCUS Brands products or marketing strategies might seem similar to ideas submitted to FOCUS Brands. If, despite this request, you still send in Idea Submissions, the following terms shall apply to your Idea Submissions:

You agree that: (1) your Idea Submission(s) and their contents will automatically become the property of FOCUS Brands, without any compensation to you; (2) FOCUS Brands may use or redistribute the Idea Submission(s) and their contents for any purpose and in any way; (3) there is no obligation for FOCUS Brands to review or use Idea Submission(s); and (4) there is no obligation to keep any Idea Submission(s) confidential.

Product feedback

FOCUS Brands welcomes your feedback regarding many areas of our business. If you want to send us your feedback, and we hope you do, we simply request that you email it to us at privacy@focusbrands.com. Please provide only specific feedback on FOCUS Brands’ existing products or marketing strategies. Any feedback you provide at this site shall be deemed to be non-confidential. FOCUS Brands shall be free to use such information on an unrestricted basis.

Jurisdiction

Except as described otherwise, all materials in the Sites and Services are made available only to provide information about FOCUS Brands or the respective brand under FOCUS Brands. FOCUS Brands, or its designee, controls and operates the Sites and Services from its headquarters in Atlanta, Georgia, United States of America and makes no representation that these materials are appropriate or available for use in other locations. If you use the Sites and Services from other locations you are responsible for compliance with applicable local laws.

Disclaimer/restriction of liability

FOCUS Brands will not be liable for any damages or injury caused by the Sites and Services, including but not limited to, any failure of performance, error, omission, interruption, defect, delay in operation of transmission, computer virus, or line failure. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FOCUS BRANDS AND/OR ITS SUPPLIERS OR THIRD-PARTY CONTENT PROVIDERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR ERRORS, OMISSIONS, INTERRUPTIONS, DEFECTS, DELAYS, COMPUTER VIRUSES, LOSS OF USE, DATA OR PROFITS, UNAUTHORIZED ACCESS TO AND ALTERATION OF YOUR TRANSMISSIONS AND DATA, AND OTHER TANGIBLE AND INTANGIBLE LOSSES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITES AND SERVICES, WITH THE DELAY OR INABILITY TO USE THE SITES AND SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FROM ANY ACTIONS WE TAKE OR FAIL TO TAKE AS A RESULT OF EMAIL MESSAGES YOU SEND US, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SITES AND SERVICES, OR OTHERWISE ARISING OUT OF THE USE OF THE SITES AND SERVICES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF FOCUS BRANDS OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITES AND SERVICES, OR WITH ANY OF THESE TERMS AND CONDITIONS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITES AND SERVICES. FOCUS BRANDS’ TOTAL LIABILITY TO YOU FOR ALL LOSSES, DAMAGES, AND CAUSES OF ACTION (IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION, NEGLIGENCE), OR OTHERWISE) WILL NOT BE GREATER THAN THE AMOUNT YOU PAID TO ACCESS THE SITES OR SERVICES.

The material, software, products, and Services in the Sites, or available through the Sites, may include technical inaccuracies or typographical errors. FOCUS Brands is not responsible if information made available on the Sites is not accurate, complete or current. The material on the Sites is provided for general information only and should not be relied upon or used as the sole basis for making significant decisions without consulting primary or more accurate, more complete or timelier sources of information. Any reliance on the material on the Sites is at your own risk. The Sites may contain certain historical information. Historical information necessarily is not current and is provided for your reference only. FOCUS Brands may make changes or improvements at any time. ADVICE RECEIVED VIA THE SITES SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.

FOCUS BRANDS AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE SITES FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND.

FOCUS BRANDS AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

FOCUS BRANDS DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. FOCUS BRANDS NEITHER WARRANTS NOR REPRESENTS YOUR USE OF MATERIALS DISPLAYED ON THE SITES WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES. FOCUS BRANDS DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE MATERIAL WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITES OR THE SERVER(S) THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. FOCUS BRANDS DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF OR THE RESULT OF THE USE OF THE MATERIAL IN THE SITES IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU (AND NOT FOCUS BRANDS) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. THE ABOVE EXCLUSION MAY NOT APPLY TO YOU, TO THE EXTENT THAT APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES.

The Sites contain downloadable materials as well as links to external sites. FOCUS Brands is not responsible for, and has no control over, the content of such downloadable materials or external websites. The inclusion of any link to such websites does not imply endorsement by FOCUS Brands of the websites. You understand that FOCUS Brands cannot and does not guarantee or warrant that files or software of any kind, or from any source, available for downloading through the Sites, will be free of infection or viruses, worms, Trojan Horses or other code or defects that manifest contaminating or destructive properties.

Employment

FOCUS Brands and its employees do not accept or consider unsolicited solicitations for employment. To be considered for a posted job opportunity, you must submit an application for a posted position. FOCUS Brands is an equal opportunity employer committed to a diverse workforce.

Indemnification

You agree to indemnify, defend and hold harmless FOCUS Brands and its affiliates, and their officers, directors, employees, contractors, agents, licensors and suppliers, from and against any and all losses, liabilities, expenses, damages and costs, including reasonable attorneys’ fees and court costs, arising or resulting from any violation of these Terms and Conditions. If you cause a technical disruption of the Sites, Services or the systems transmitting the Sites and Services to you or others, you agree to be responsible for any and all losses, liabilities, expenses, damages and costs, including reasonable attorneys’ fees and court costs, arising or resulting from that disruption.

Termination

These Terms and Conditions will be governed and be interpreted pursuant to the laws of the State of Georgia, United States of America, notwithstanding any principles of conflicts of law, and you hereby consent to the exclusive jurisdiction and venue of courts in Georgia in all disputes arising out of or relating to the use of the Sites and Services. Use of the Sites and Services is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and FOCUS Brands as a result of these Terms and Conditions or use of the Sites and/or Services. FOCUS Brands’ performance of this Terms and Conditions is subject to existing laws and legal process, and nothing contained in this Terms and Conditions is in derogation of FOCUS Brands’ right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Sites and Services or information provided to or gathered by FOCUS Brands with respect to such use. If any part of these Terms and Conditions is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms and Conditions shall continue in effect. Unless otherwise specified herein or agreed to by you, these Terms and Conditions, together with all other policies, guidelines, agreements, terms and conditions referenced herein, constitute the entire agreement between you and FOCUS Brands with respect to the Sites and Services. A printed version of these Terms and Conditions and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms and Conditions to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. FOCUS Brands’ products and services are available in many parts of the world. However, the Sites may describe products and Services that are not available worldwide.

Copyright and trademark information

All trademarks used herein are owned by FOCUS Brands unless otherwise stated. All other third-party trademarks used on the Sites are the property of their respective owners and used under license by FOCUS Brands. Any rights not expressly granted herein are reserved.

FOCUS Brands respects the intellectual property rights of others, and we ask you to do the same. FOCUS Brands may, in appropriate circumstances and at our discretion, terminate service and/or access to and use of the Sites and Services for users who infringe the intellectual property rights of others. If you believe that your work is the subject of copyright infringement and/or trademark infringement and appears on any Site, please provide FOCUS Brands’ designated agent the following information:

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Identification of the copyrighted and/or trademarked work claimed to have been infringed, or, if multiple works at a single online site are covered by a single notification, a representative list of such works at that site.
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled at the Site, and information reasonably sufficient to permit FOCUS Brands to locate the material.
Information reasonably sufficient to permit FOCUS Brands to contact you as the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted.
A statement that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright and/or trademark owner, its agent, or the law.
A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

FOCUS Brands’ designated agent for notice of claims of copyright or trademark infringement can be reached as follows:

(404) 705-2088

trademarks@focusbrands.com

Please also note that for copyright infringements under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

Submitting a Digital Millennium Copyright Act (“DMCA”) Counter-Notification

We will notify you that we have removed or disabled access to copyright-protected material that you provided, if such removal is pursuant to a valid DMCA take-down notice that we have received. If you receive such notice from us, you may provide us with a counter-notification in writing to FOCUS Brands designated agent that includes all of the following information:

Your physical or electronic signature;
Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
A statement from you under the penalty of perjury, that you have a good-faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which FOCUS Brands may be located, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.

Termination of Repeat Infringers

FOCUS Brands reserves the right, in its sole discretion, to terminate the account or access of any user of our Sites and/or Services who is the subject of repeated DMCA or other infringement notifications.

Inquiries

Please direct all inquiries related to these Terms and Conditions to:

FOCUS Brands LLC
ATTN: GENERAL COUNSEL
5620 Glenridge Drive NE
Atlanta, GA 30342
(404) 205-3250