PLEASE READ THIS AGREEMENT CAREFULLY; THIS IS A BINDING CONTRACT. Welcome to the brandboom.com website (the "Site"), which is owned and operated by Blackcloset, Inc. ("brandboom"). This Terms of Service agreement (this "ToS") describes the terms and conditions applicable to your access and use of the Site and the services offered through the Site (the "Services"). This ToS sets forth the terms and conditions under which brandboom ("brandboom," "we" or "us") provide you access to the Site and the Services.

brandboom may amend this ToS at any time by posting the amended ToS on the Site, and you agree that you will be bound by any changes to this ToS by accessing or using the Site or any of the Services after the amended ToS has been posted.

Your use of the Site and/or the Services signifies that you agree to all of the terms and conditions in this ToS. If you are using the Site and/or the Services on behalf of another company, such as your employer or a client, you acknowledge and agree that you have the authority to bind such company to these ToS.

1. Requirements

Before you can use certain aspects of the Services, you must: (a) agree to this ToS, and (b) register for an Account (defined below). You are responsible for any internet connection fees that you incur when accessing the Site or the Services.

2. Accounts, Fees, and Security

2.1 Accounts. There are three types of accounts available through the Services (each, an "Account"): (a) "Buyer's Accounts" which provide "view only" access to certain aspects of the Site and the Services and enable buyers to place orders for sellers' products and do not require the payment of a subscription fee; (b) "Seller's Accounts" which permit access to subscription-only features of the Services, such as the ability to upload and make Content (defined below) available through the Services; and (c) "User Accounts" for which a username and password is provided by brandboom to allow multiple users to access the Services through a Seller's Account. You may create only one (1) Account and you must complete the Account registration process by providing current, complete and accurate information ("Registration Information"). If any of your submitted Registration Information changes, you agree to promptly update the Registration Information to reflect those changes.

2.2 Seller's Accounts. You may create a Seller's Account which will allow you to access certain aspects of the Services on a 14-day trial basis free of charge (the "Trial Period"). To continue your use of your Seller's Account following the Trial Period, you must submit an order form specifying the number of User Accounts for which you wish to purchase a subscription. Subscriptions may be purchased on a monthly or annual basis. You will receive a fixed number of User Accounts depending on the subscription level you select. Only one user may be assigned to each User Account and you agree that you will not allow more than one user to access or share a User Account with the exception of allowing your internal technical support personnel to access a User Account for technical support purposes and replacing employees who have terminated employment with your company. You may add additional User Accounts at any time after you create your Seller's Account. These additional User Accounts shall terminate on the expiration date for the first User Account subscription you purchase.

2.3 Fees. The subscription fee for each Seller's Account is based on the number of User Accounts you designate in a Seller's Account order form. Subscriptions fees for User Accounts that you subsequently add will be prorated for the remainder of the term in effect. When you submit an order form, you agree to pay all fees set forth in the order form and all applicable taxes. All payments must be made in US Dollars. If you choose to be invoiced, payments are due thirty (30) days after the invoice date. If you choose to pay by credit card or debit card, the applicable fees will be charged to the account number you provide us in the order form.

YOU ACKNOWLEDGE AND AGREE THAT SELLER'S ACCOUNT FEES ARE NOT REFUNDABLE.

2.4 Delinquent Payments. Delinquent payments may accrue interest at the rate of 1.5% of the outstanding balance per month (or the maximum rate permitted by law, if less) from the date such payment was due until the date payment is received. Seller's Account holders will be responsible for any costs incurred by brandboom in collecting delinquent amounts. brandboom may, without limiting its other rights and remedies, accelerate the payment obligations of a delinquent Seller's Account so that such amounts are immediately due and payable, and brandboom may suspend access to the Seller's Account until all amounts are paid in full.

2.5 Account Security. You are responsible for maintaining the confidentiality of all of your Account usernames and passwords. You agree to notify brandboom immediately if you believe that an Account has been compromised. You understand and agree that you will be liable for any activity performed by others using your Account. brandboom is not responsible for any loss or damages arising from your failure to maintain the confidentiality of your password.

2.6 Cancellation by You. You may cancel any Account registered to you at any time by following the instructions on the Site.

2.7 Effect of Account Termination or Cancellation. If you voluntarily terminate an Account or allow that Account to lapse, you may reactivate that Account at any time through the account interface on the Site. Accounts terminated by brandboom for any type of abuse including, without limitation, a violation of this ToS, may not be reactivated. In the event you cancel a Seller's Account: (a) the Seller's Account holder is responsible for the balance of all unpaid fees associated with that Seller's Account, which shall become immediately due and payable on the date of cancellation; and (b) brandboom may, but has no obligation to, maintain the Content (defined in Section 4.1) you have uploaded to the Services and brandboom cannot ensure that you will be able to retrieve or recover any of your uploaded Content from the Site or the Services.

3. Restrictions and Conditions of Use

You agree that you will not violate any applicable law or regulation in connection with your use of the Site or any of the Services. You may not connect to or use the Site and/or the Services in any way not permitted by this ToS. You agree that you will not (a) interfere with or disrupt the Site or the Services or any systems or networks connected to or that operate with the Site or the Services; (b) attempt to gain unauthorized access, or collect any information through the Site or the Services, about other Accounts or Account holders including, but not limited to, personal information and data; (c) upload, transmit or otherwise make available any material or software that contains any software, virus or other computer code, programs or files designed to interrupt or destroy or limit the functionality of any computer hardware, software or telecommunications equipment; (d) modify or create derivative works of the Site or any of the Services; (e) copy, frame or mirror any part of content of the Site without the written consent of brandboom; (f) access the Services in order to build a competing product or service; (g) attempt to reverse engineer or disassemble any component of the Services; or (h) sell, resell, lease, or otherwise provide the Services or equivalent services to a third party. You may not use the Site or the Services to develop, generate, transmit, post or store information (including, but not limited to Content) that: (i) is unlawful, threatening, harassing, vulgar, invasive of one's privacy, defamatory, harmful, abusive, obscene or hateful; (ii) obstructs or otherwise interferes with the normal performance of another user's use of the Site and/or the Services; (iii) constitutes harassment or threatens other people or groups of people; (iv) is harmful to children in any manner; (v) violates any third party rights including, but not limited to, copyrights, trademarks, trade secrets, patents or the rights of privacy and publicity; or (vi) constitutes phishing, or pharming or impersonates any other person, or steals or assumes any person's identity.

4. Seller Account Content

4.1 Content. "Content" means any and all the material and information (including, without limitation, communications, images, sounds) that is uploaded or transmitted through the Site and/or the Services via a Seller's Account. In order for us to provide the Services, if you have a Seller's Account, you permit us, without obligation to pay any royalty or fee, to reproduce, distribute, transmit, publicly display and publicly perform Content that you upload or transmit through the Services via your Seller's Account. You, not brandboom, determine what Content to upload through the Service and who will have access to your Content. Accordingly, you acknowledge that, except as otherwise expressly provided in this ToS, brandboom has no obligation, whether of confidentiality or otherwise, with respect to Content that you upload or transmit through the Services and brandboom will not be liable for any use or disclosure of Content by any user of the Site or the Services that you permit access to your Content. Further, you (and not brandboom) are responsible for (a) maintaining the confidentiality of any links, passwords or other means you provide to users of the Site for accessing your Content; (b) notifying all persons to whom you provide any link, password or other means for accessing your Content of the confidential nature of such link, password or other means of access and (c) any and all use or misuse of your Content by any person to whom you have permitted access to your Content.

4.2 Access to Content. We do not, and cannot, pre-screen or monitor any Content. We do not assume any responsibility or liability for Content that is uploaded or transmitted by users of the Site and/or the Services. We have the right, but not the obligation, in our sole discretion to edit, refuse to post, or remove any Content. We also reserve the right, at all times and in our sole discretion, to disclose any Content for any reason, including without limitation (a) to satisfy any applicable law, regulation, legal process or governmental request; (b) to enforce any of the terms of this ToS; (c) to protect our legal rights and remedies; (d) where we believe someone's health or safety may be threatened; or (e) to report a crime or other offensive behavior. If you have a Buyer's Account and you are provided with a link, password or other means for accessing Content through the Services, you agree to maintain the confidentiality of such link, password or other means of access.

5. Modification or Termination of the Services

brandboom may make changes to the Site and/or the Services at any time. Additionally, brandboom may stop offering and/or supporting any of the Services at any time, provided, however, that brandboom will use commercially reasonable efforts to provide you at least thirty (30) days' notice prior to ending the Services. You understand that brandboom may discontinue or restrict your access to, and use of, the Site and/or the Services without notice (a) for any reason if you have a Buyer's Account or User's Account, or (b) if brandboom believes you have violated any of terms of this ToS.

6. Confidentiality

You acknowledge and agree that all of the features, tools, data, functions and other aspects of the Site and the Services (other than Content) that are accessible through a Seller's Account are the confidential information of brandboom and you agree not to disclose any such information in whole or in part without brandboom's prior written approval. This obligation shall not apply to information that you can prove is not confidential because such information is: (a) already known to you without an obligation to maintain its confidentiality; (b) publicly known through no wrongful act by you; or (c) rightfully received from a third party without breaching an obligation to maintain its confidentiality. If you have a Seller's Account, brandboom agrees not to use or intentionally disclose to any third party, other than in connection with brandboom's operation of the Site and/or the Services, any confidential data or information clearly identified as "Confidential" that you transmit through the Services; provided, however, that brandboom will not have any such obligation with respect to information or data that (i) is or becomes (not through brandboom's misconduct) publicly available, (ii) you disclose to a third party without such restrictions, (iii) is already known to brandboom without confidentiality obligations, or (iv) is rightfully received from brandboom from a third party without confidentiality obligations.

7. Ownership

As between you and brandboom, (a) brandboom retains sole ownership of the Site and the Services and all intellectual property and proprietary rights therein; and (b) if you have a Seller's Account, you retain sole ownership of all Content and all intellectual property and proprietary rights therein that you upload or transmit through the Site or the Services via your Seller's Account.

8. Links and Third Party Services

The Site may contain services (including the transmission of product orders to sellers) or links to websites operated by others. brandboom provides these services and links as a convenience and your use of them is at your own risk. brandboom is not responsible for any of the services provided by third parties or content available on the other websites and disclaims all liability relating to your access to and use of these websites. Please note that the services provided by third parties through the Site or the Services may be subject to terms of service provided by the operators of such services and you should review such terms of service prior to using or participating in such services.

9. Intellectual Property

9.1 Trademarks. The "brandboom" name and logo are trademarks/service marks of brandboom. Unauthorized use of any brandboom trademark, service mark or logo may be a violation of federal and state trademark laws.

9.2 Copyright. The Site and the Services are protected by U.S. and international copyright laws. Except for your use as expressly authorized in this ToS, you may not modify, reproduce, display or distribute the content, design or layout of the Site, the Services, or individual sections of the content, design or layout of the Site without brandboom's prior written permission.

10. Disclaimer of Warranties

THE SITE AND THE SERVICES ARE PROVIDED "AS IS", WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. BRANDBOOM DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES (INCLUDING, WITHOUT LIMITATION, ANY BUYER OR SELLER) IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SITE AND/OR ANY OF THE SERVICES. BRANDBOOM DOES NOT GUARANTEE THE ACCURACY OR AVAILABILITY OF THE CONTENT PROVIDED THROUGH THE SITE OR THE SERVICES AND BRANDBOOM DOES NOT GUARANTEE THAT YOU WILL BE SATISFIED WITH PRODUCTS THAT YOU PURCHASE BASED UPON ANY CONTENT THAT YOU OBTAIN THROUGH THE SITE OR YOUR USE OF ANY OF THE SERVICES. YOU ASSUME FULL RESPONSIBILITY FOR YOUR USE OF THE SITE AND THE SERVICES. YOUR SOLE REMEDY AGAINST BRANDBOOM FOR DISSATISFACTION WITH THE SITE, ANY OF THE SERVICES AND/OR CONTENT OR ANY PRODUCT PURCHASED IN CONNECTION WITH YOUR USE OF THE SITE, ANY OF THE SERVICES OR CONTENT IS TO STOP USING THE SITE, THE SERVICES OR SUCH CONTENT. THIS DISCLAIMER APPLIES TO ANY DAMAGES, LIABILITY OR INJURIES DIRECTLY OR INDIRECTLY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OF OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF THE SERVICES, WHETHER FOR BREACH OF CONTRACT, TORT, NEGLIGENCE OR ANY OTHER CAUSE OF ACTION. Some states or jurisdictions do not allow the disclaimer of implied warranties and, as a result, the foregoing disclaimer may not apply to you.

11. Limitation of Liability

IN NO EVENT SHALL BRANDBOOM OR ANY OF ITS EMPLOYEES, AGENTS, DIRECTORS, OFFICERS OR SHAREHOLDERS, BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS ToS, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING FROM YOUR USE OF, INABILITY TO USE, OR RELIANCE UPON THE SITE OR SERVICES OR FOR THE COST OF PROCURING SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY. TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT WILL BRANDBOOM'S LIABILITY FOR DIRECT DAMAGES EXCEED THE AMOUNT THAT YOU PAID TO US DURING THE SIX (6) MONTHS PRIOR TO THE DATE WHEN THE CAUSE OF ACTION GIVING RISE TO LIABILITY AROSE. YOU AGREE THAT THIS LIMITATION OF LIABILITY IS AN ESSENTIAL PART OF THIS ToS WITHOUT WHICH BRANDBOOM WOULD PROVIDE YOU THE SERVICES. Some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages and, in such states or jurisdictions, brandboom's liability shall be limited to the fullest extent permitted by law.

12. Indemnification

You agree to indemnify, defend and hold brandboom, and its directors, officers, employees and agents, harmless from and against all claims, demands and lawsuits and resulting liabilities, damages, losses, costs and expenses, including reasonable attorneys' fees and costs, resulting from or arising out of your use of the Site or any of the Services (including, without limitation, your uploading to the Site or other distribution of any Content, or use of any trademark or brand that infringes another's intellectual property rights), your misuse of the Site or any of the Services, your sale of any product in connection with your use of the Site or any of the Services or your violation of this ToS.

13. General

You agree that no joint venture, partnership, employment, or agency relationship exists between you and brandboom. brandboom may assign any of its rights or obligation under this ToS at any time to any other person or entity without your consent. You may not assign any of your rights or obligations under this ToS without brandboom's prior written consent, and any unauthorized assignment by you shall be null and void. If any part of this ToS is determined to be invalid or unenforceable, then that portion shall be severed, and the remainder of the ToS shall be given full force and effect. You agree that, in the event any dispute or claim arises out of or relating to your use of the Site or any of the Service, you and brandboom will attempt in good faith to negotiate a written resolution. If the dispute remains unresolved, you agree to join brandboom in mediation services in Los Angeles, California with a mutually agreed upon mediator in an attempt to resolve the dispute. You agree that, should you file any arbitration claim, or any administrative or legal actions without first having attempted to resolve the matter by mediation, then you will not be entitled to recover attorneys' fees, even if you would otherwise be entitled to them. In the event any litigation is brought by either party in connection with this ToS, the prevailing party in such litigation shall be entitled to recover from the other party all the reasonable costs, attorneys' fees and other expenses incurred in the litigation. Our failure to enforce any provision of this ToS shall in no way be construed to be a present or future waiver of such provision. The express waiver by us of any part of this ToS shall not constitute a waiver of any future obligation to comply with that part of the ToS. This ToS shall be governed by and construed in accordance with the laws of the State of California, United States of America without regard to its conflicts of laws principles. Any legal proceeding arising out of or relating to this ToS will be subject to the exclusive jurisdiction of the California State and U.S. federal courts located in Los Angeles County, California and you consent to the personal jurisdiction and venue of such courts. You further agree not to bring any claim on a class action basis. The United Nations Convention on Contracts for the International Sale of Goods is expressly disclaimed. This ToS, and all Seller's Account order forms that you submit, along with all written addenda to this ToS between brandboom and you, collectively constitute the entire agreement between you and us with respect to the Site and the Services. In the event of a conflict between the terms of this ToS and any Seller's Account order form or any written addendum to this ToS, the terms of the Seller's Account order form and/or the written addendum shall control and prevail.