RETAILER CREATIVE MATERIALS USAGE AGREEMENT
READ THESE TERMS CAREFULLY BEFORE DOWNLOADING THIS MATERIAL. BY SELECTING THE "I
ACCEPT" BUTTON BELOW, DOWNLOADING, OR OTHERWISE USING THIS MATERIAL, YOU ACKNOWLEDGE
THAT YOU HAVE READ THIS AGREEMENT, AND THAT YOU AGREE ON BEHALF OF YOUR COMPANY
(THE "COMPANY") THAT YOUR COMPANY, AND YOU AS ITS AGENT, ARE BOUND BY ITS TERMS
AND CONDITIONS. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT,
YOU AND YOUR COMPANY ARE NOT AUTHORIZED TO USE THE MATERIAL AND IT IS YOUR RESPONSIBILITY
TO EXIT THIS DOWNLOAD SCREEN WITHOUT DOWNLOADING THE MATERIAL AND TO DELETE THE
MATERIAL FROM YOUR COMPUTER AND OTHER SYSTEMS.
In this Agreement, Hanesbrands Inc., having an address of 1000 E. Hanes Mill Road,
Winston-Salem, NC 27105, us referred to as "HBI".
WHEREAS, the Company desires to promote the sale of HBI products and has requested
that HBI provide the Company with creative materials showcasing HBI products for
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:
From time to time, HBI may provide the Company with copies of HBI's trademarks,
brand logos, labels, images and/or other creative materials, which are owned by
or under license to HBI or its affiliates (the "Materials"), in
graphical image files or other media. The Materials may include model photography.
The Company agrees that it will request the Materials in a timely manner, providing
HBI sufficient time (but no less than three (3) business days in any event) for
HBI to process the request.
The Materials provided by HBI will be used by the Company solely in connection with
the marketing and/or sale of HBI products approved by HBI in advance. The Company
recognizes that the Materials may contain images that have restrictive usage rights
and/or time-sensitive imagery; therefore, the Company warrants that the Materials
will only be used in the manner in which the Company originally requested and HBI
approved, and the Company hereby represents and warrants that it will only use the
Materials as authorized, and within the time period approved by HBI (as approved
by HBI on a case by case basis).
The Company agrees not to alter, deface or otherwise change the appearance of any
Materials without HBI's prior written consent, including but not limited to the
color, character and integrity of same.
The Company acknowledges and agrees that all title to, and ownership of, the Materials
and all derivative works thereof shall at all times remain with HBI. The Company
will ensure that all Materials hereunder are adequately and correctly displayed
on all applicable products, including any markings requested by HBI in order to
show evidence of trademark or copyright protection and HBI's ownership of such Materials.
In no event shall the Company use the Materials in a manner which will weaken or
disparage HBI’s products, trademarks, or reputation. The Company shall not have
the right to change or alter any Materials, except with HBI's prior written consent.
Upon reasonable notice from HBI, the Company will immediately discontinue any use
of Materials objected to by HBI as contrary to the terms of this Agreement. Upon
request, the Company shall also promptly remove any content related to the Materials
or to HBI from its web site(s) and/or Company's retail stores as instructed by HBI.
The Company agrees that it will not obtain, register, accept assignment of, or use
any domain name or uniform resource locator ("URL") that incorporates
a trademark, service mark, trade name, or product name associated with, belonging
to or licensed by HBI or any of its affiliates, or any word confusingly similar
to such marks or names.
The Company furthermore acknowledges and agrees that HBI is entering into this Agreement
with the expectation that the Company’s web site(s) shall be operated in a manner
that is consistent with, protects and supports the prestige, image and reputation
of HBI, its affiliates and its products. To that end, the Company agrees: (i) to
present HBI’s products in a commercially reasonable manner, and in a manner no less
favorable than the other products displayed on the Company’s web site(s), (ii) to
comply with the Code of On-Line Business Practices established by the Better Business
Bureau, and (iii) to operate its web site(s) in such a manner that it is an appropriate
environment for the sale of HBI products.
The term of this Agreement and the usage rights granted herein may be terminated
at any time by HBI upon written notice to the Company.
The Company acknowledges that HBI products are not intended for sale outside the
United States, and agrees not to sell or advertise or allow the sale or advertisement
of HBI Products in violation of this paragraph.
The Company shall be solely responsible for updating its web site(s), catalogues
and other promotional materials to reflect current HBI product information and availability.
THE COMPANY SHALL HAVE NO AUTHORITY TO WARRANT HBI'S PRODUCTS OTHER THAN AS EXPRESSLY
SET FORTH IN WRITING BY HBI. ANY WARRANTY CONTRARY TO SUCH HBI AUTHORIZATION SHALL
BE AT COMPANY'S OWN RISK.
The Company shall indemnify and hold HBI, HBI affiliates, and their representatives,
agents, officers and directors harmless from any and all claims, liabilities and
expenses (including reasonable attorney's fees) arising from the Company's use of
the Materials or breach of any of the terms contained herein. Since HBI could be
irreparably damaged if the Company violates any provision contained in this Agreement
(including, without limitation, the use of the Materials in a manner not authorized
hereunder), in addition to any other rights and remedies available to HBI, HBI shall
be entitled to full injunctive relief restraining any such violation without any
bond or security being required, to the extent permitted by applicable law. The
foregoing indemnity shall survive the expiration, termination or cancellation of
During and after the term of this Agreement, the parties acknowledge and agree that
information exchanged between the parties shall be considered confidential, unless
disclosure of such information is required by laws, regulations or order of government
authorities or court order, or unless and to the extent such information has become
generally known to the public through a source other than the receiving party.
This Agreement shall be governed by and construed in accordance with the laws of
the State of North Carolina, and may not be amended except in writing executed by
both parties. The parties hereby waive any challenge to, and consent to the jurisdiction
of the federal and state courts of Forsyth County in the Middle District of North
The Company may not assign, subcontract or otherwise transfer all or any part of
this Agreement or its rights or obligations hereunder (including the Materials)
to any third party, including its affiliates, without the prior written consent
of HBI. HBI may assign and/or transfer its rights under this Agreement at any time
to any of its affiliates or to any successor to the business or assets of HBI (whether
by merger, consolidation, spin-off or otherwise).
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the
year and day of acceptance.