Brand Page Agreement

LAST MODIFIED: MAY 14, 2014

These Brand Page Terms provide the terms and conditions under which JOOR provides its service that will allow you to market and sell products through BRAND PAGES (the “Brand Page Service”). If you do not read, understand, and agree to all of the terms and conditions of these Brand Page Terms, you may not use the Brand Page Service.

1. BECOMING A BRAND.

   1. Opening an Account.

      You must open a BRAND PAGE account (an “Account”) with JOOR through either accepting an invitation from another user or completing JOOR’s online registration process.

   2. Contact Information.

      You must provide JOOR with accurate and complete contact and payment information when you open an Account. You must immediately notify JOOR if any of this information changes. If you do not provide JOOR with complete, accurate, and updated contact information, you may not be eligible to sell products.

   3. Account Security.

      You will need to select a password if you open an Account. You will be solely and exclusively responsible for keeping your password confidential and all use of your password and Account, including, without limitation, any use by any unauthorized third party. You must notify JOOR immediately if you believe your password has been or may be obtained or used by any unauthorized person or entity. In addition, you must notify JOOR immediately if you become aware of any other breach or attempted breach of the security of your Account or the Network or Website.

2. YOUR OBLIGATIONS.

   1. General.

      You must use the Brand Page Service in a manner that demonstrates common sense and respect for the rights of JOOR and third parties.

   2. Brand Page Content.

      If you open a BRAND PAGE, you will be solely and exclusively responsible for ensuring that the BRAND PAGE, any content or materials that you submit to JOOR for use with your products, and any web sites linked to your BRAND PAGE comply with the terms and conditions of the Agreement and all applicable laws, regulations and rules.

   3. Prohibited Content.

      You may not market or sell a product that is generally offensive or inappropriate for use with the Brand Page Service, as determined by JOOR in its sole and absolute discretion. For example, but without limitation, you may not display content, or market or sell a product, that JOOR believes: (i) infringes the rights of a third party, including, without limitation, copyrights, trademarks, patents, trade secrets, and rights of privacy and publicity; (ii) is libelous, defamatory or slanderous; (iii) is obscene or pornographic; (iv) is designed to or does harass, threaten, or abuse others; or (v) violates any applicable law, rule, or regulation, including, without limitation, by exploiting images or the likeness of minors. While JOOR has no obligation to monitor the transactions or communications made through its Network or Website, it reserves the right to cancel any such transaction or take any other action to restrict access to or the availability of any material that may be considered to be objectionable, without any liability to you or any third party.

3. BRAND PAGE CREATION.

   1. Delivery of Content.

      You will upload to the Website all content that you want to use with the Brand Page Service in accordance with the applicable instructions on the Website. You must also upload all other content required to package and market any of your products, such as line sheet artwork and look books. Any such content should include complete and accurate credits. JOOR may, in its sole and exclusive discretion, determine whether any content complies with such instructions and is satisfactory for use with the Brand Page Service.

   2. Approvals and Consents.

      You must have all necessary approvals and consents to use all Content and you must deliver copies of those approvals and consents to JOOR if JOOR requests them. You acknowledge that access to your content is controlled expressly by you. The content will only be accessible and shared to the retailers you choose.

   3. Costs of Creation.

      You will be solely responsible for the creation of the electronic and digital content that you upload to JOOR, and will pay all costs associated with its creation and copies thereof, including, without limitation: (i) any compensation owed to third parties; (ii) payments required by any agreement between you and any labor organization (such as unions or guilds); (iii) all studio, tape, editing, mixing, re-mixing, mastering and engineering costs; and (iv) all costs of travel, per diems, facilities and equipment, and the like.

   4. Royalties.

      You must pay all royalties or similar payments that are or may become due to any third party, such as all payments under licenses for third-party material in your content. For example, you must pay all photographic copyright royalties due to the owners of any photographic materials used in your content.

   5. Unions and Guilds.

      You acknowledge that JOOR is not currently a party to any collective bargaining agreement with any union or guild and you are solely responsible for complying with any applicable union or guild rules, including without limitation, those relating to payments.

   6. Order Processing and Reporting.

      JOOR will facilitate the placement of purchase orders placed by retailers who make purchases from your BRAND PAGE. JOOR reserves the right to reject orders that do not comply with any such requirements as JOOR periodically may establish. Once you receive the purchase order, you will be responsible for all aspects of order processing and fulfillment. Among other things, you will prepare order forms; process payments, cancellations, and returns; and handle customer service. JOOR will monitor the status of purchase orders made through the Network and Website. The form, content, and frequency of any reports prepared by JOOR may vary from time to time at JOOR’s discretion.

4. Marketing and Advertising Your Brand.

   1. No Spam.

      You may not use “spam,” “blast-faxes” or recorded telephone messages to market or sell products. You may not spam or attempt to deliberately subvert the results of the JOOR directory or search engine with false, misleading, or unnecessarily repetitive information.

   2. Links.

      JOOR, in its sole discretion, may prohibit you from “linking” your BRAND PAGE to any web sites that contain content that, if used on the Website or Network, would violate any of JOOR’s agreements or policies.

   3. Customer Information.

      JOOR may, from time to time, provide you with information relating to retailers that purchase products from your BRAND PAGE. You may only use or disclose this information to a third party for your internal record keeping, to ship the products that users purchase from your BRAND PAGE, and for marketing your BRAND PAGE and your products. You may not disclose any of this information to a third party or use it for any other purposes. Any failure on your part to comply with the Privacy Policy may result, at JOOR’s sole discretion, in the termination of the Agreement.

5. Termination.

   1. JOOR Discretionary Termination.

      To the extent you violate any provision of these Brand Page Terms or the Membership Agreement, JOOR may: (i) suspend or terminate your use of the Brand Page Service, (ii) terminate your Account, (iii) remove any of your BRAND PAGES from JOOR’s servers and directories and (iv) prohibit you from opening any new BRAND PAGES. The parties acknowledge that a termination of your Account does not necessarily mean that the Membership Agreement entered into between you and JOOR will be terminated.

   2. Effect of Termination.

      If JOOR terminates your Account, JOOR may: (i) delete any content or other materials relating to your use of the Brand Page Service, and JOOR will have no liability to you or any third party for doing so and (ii) not allow you to access your BRAND PAGE or create, manufacture, market, or sell products. If you or JOOR terminate your Account, you must immediately remove all links to the Website from any web sites you operate and cease representing yourself as a brand of the Network and Website.