EDELMAN STUDIOS WEBSITE TERMS OF USE

1. ACCEPTANCE

Welcome to www.edelman.com/studios (the "Site"). This page ("Notice") governs your use of the Site and the content, information and services provided through the Site. Please review this Notice carefully. By accessing, browsing, or using the Site ("Use"), all users and viewers (and anyone who has authorized the user and/or viewer to act on his/her behalf--collectively, "You," "you," "User," or "user") acknowledge acceptance of the terms and conditions listed in these Terms of Use. If you do not accept the terms and conditions listed in these Terms of Use, please do not use the Site. Daniel J. Edelman, Inc. ("Edelman") reserves the right to update these Terms of Use from time to time in its sole discretion. You should review this Notice periodically for updates and changes. Each time you use this Site, your agreement to be bound to these Terms of Use, and to the Privacy Policy, is renewed, which includes any modified terms and conditions.

2. ELIGIBILITY AND ACCOUNTS

By registering for a user account, you represent and warrant that you are eligible for an account as set forth in this agreement and that the information you include as part of the registration process is accurate.

In consideration of your use of this service, you agree to provide true, accurate, current and complete information about yourself on our registration form; maintain and update your data to keep it true, accurate, current and complete. (If you provide any information that is untrue, inaccurate, not current or incomplete, or Edelman.com has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of our service.)

Accounts may be obtained and used only by independent professionals/students who are eighteen years or older and who are interested in submitting their creative work for Edelman and its clients to view. On obtaining an account, you'll have access to the services and the functionality that we may establish and maintain at our sole discretion. You agree to use your account for your personal use only and not to redistribute any of the content on this site.

We expect all of our users to conduct themselves in a courteous, professional manner at all times. Personal attacks, flaming and other forms of discourteous and unprofessional online conduct are grounds, at our discretion, for the immediate suspension or termination of the offending party's account. If we discover any illegal use of the site, we reserve the right to forward the matter to any legal authority that we deem appropriate.

3. USER SUBMISSIONS.

The Site provides a forum for you to review client assignments provided by Edelman and submit treatments that are responsive to the assignments on behalf of itself or its clients. Submissions are not permitted unless they are responsive to an assignment. By submitting any material or to the Site ("Submitted Material"), You may collaborate with others in any submission, however all names of persons involved in the submission must be listed, all persons involved in the submission must be eighteen years of age or older, and all persons involved in the submission must expressly grant the User permission to submit the Submitted Material. By making a submission on behalf of a team you are representing and warranting that each team member has authorized you to make the submission on their behalf. By submitting the Submitted Material you agree that you grant Edelman an exclusive, irrevocable, royalty free, worldwide option to obtain the license (beginning on the date of submission and ending three (3) months after the submission deadline stated in the assignment) and right, but not the obligation, to use, copy, modify, display, distribute, download, store, reproduce, transmit, publish, transfer, adapt, create derivative works for the purpose of considering whether to option and/or use the Submitted Material further. During the term of the initial three (3) month option period, Edelman and/or its client shall have the right to exercise the option in exchange for the payment to individual/team of $2,500. Upon exercise of the option, Edelman and/or its client shall obtain the exclusive irrevocable, worldwide license and right, but not the obligation, in perpetuity, to use, copy, modify, display, distribute, download, store, reproduce, transmit, publish, transfer, adapt, create derivative works in any manner, in entirety or a portion of, your Submitted Material and in all media now known or hereinafter developed. You and/or your team will be provided creative credit and will be considered for inclusion in the development/production team.

User submissions must conform to the specific criteria set forth in the creative brief and/or the submission template, or if not stated in the brief or template, must be no more than 200 words-typed, or a 2 page pdf document including any and all images embedded in the submission. All submissions must be your original work, and shall not infringe the rights of third parties. You may not submit creative work that is copyright- or trademark-protected by other individuals or organizations without their express written consent unless expressly stated in the creative brief. By making your submission YOU EXPRESSLY WARRANT THAT THE SUBMITTED MATERIAL DOES NOT AND WILL NOT INFRINGE THE INTELLECTUAL PROPERTY OR OTHER RIGHTS OF THIRD PARTIES.

You acknowledge and agree that Edelman and its clients may retain copies of your Submitted Materials, and even at the expiration of any option, shall have the right to use and or disclose your Submitted Materials in order to: (i) protect the integrity of the Site; (ii) protect rights of Edelman or its clients; (iii) comply with any court order; (iv) comply with any legal proceedings; (v) assert Edelman or its client's claim under these Terms of Use; (vi) satisfy any claims regarding violations of third party's rights; and (vii) promote the Site to Edelman clients or prospective clients. You authorize Edelman to (a) accept and read communications received from you, regardless of the party to whom such communications may be addressed, (b) respond to your communications by email or otherwise, and (c) notify you of news, updates, special offers or other notices by email or other communications from Edelman related to the Site.

RECEIPT OF ANY SUBMITTED MATERIAL SHOULD NOT BE CONSTRUED AS AN ACKNOWLEDGEMENT THAT THE SUBMITTED MATERIALS OR ANY PART THEREOF ARE NEW, UNIQUE OR NOT CURRENTLY UNDER CONSIDERATION BY EDELMAN AND/OR ITS CLIENTS. EDELMAN AND/OR ITS CLIENTS CONTINUOUSLY HAVE IDEAS AND CONCEPTS UNDER DEVELOPMENT AND MAY HAVE SUBMITTED AN ASSIGNMENT TO OTHERS. THEREFORE, ANY SUBMITTED MATERIALS YOU PROVIDE MAY ALREADY BE INDEPENDENTLY UNDER DEVELOPMENT OR CONSIDERATION BY EDELMAN AND/OR ITS CLIENTS THROUGH INTERNAL OR OTHER SOURCES. EDELMAN'S CLIENTS ARE LIKELY TO HAVE IDEA SUBMISSION POLICIES. THE SUBMITTED MATERIAL WILL BE SUBJECT TO THOSE POLICIES. A LINK TO THE CLIENT'S IDEA SUBMISSION POLICY WILL BE PROVIDED TOGETHER WITH EACH ASSIGNMENT AND YOU WILL BE REQUIRED TO AGREE TO EACH CLIENT'S POLICY IN ORDER TO SUBMIT THE SUBMITTED MATERIAL.

Each of our client's assignments is confidential information owned by our client. In order to review any assignment or provide any Submitted Materials you must be a registered account holder and may be required to agree with our client and/or Edelman that, among other things, you will protect the confidentiality of, among other things, the assignment and not disclose the assignment, the Submitted Materials or confidential information to anyone except in order to create the Submitted Materials or otherwise participate in the Edelman Studios project.

Edelman and/or our client may require you and other members of your team to enter into electronic and/or written agreements in order to have a client evaluate the Submitted Materials or permit you to otherwise participate in an Edelman Studio project or certain aspects thereof. To the extent that any term of the electronic and/or written agreement that you enter into with a client differs from any term set forth in these Terms of Use, the electronic and or written agreement terms as provided by the client shall control as between you and the client.

4. EVALUATION OF SUBMISSIONS

Submissions will be evaluated by Edelman or client personnel, who, will determine, in their sole discretion, the merit of the Submitted Material. Edelman or the client reserves the right to request additional information from you for the purpose of evaluating your submission. At Edelman's or the client's option, Edelman or the client may select up to three (3) submissions to have a direct meeting with Edelman and/or its client. The venue and time of the meeting will be chosen at the sole discretion of the client. At the client's sole discretion, if travel to the venue is required by any of the three (3) finalists, the client will arrange and pay for the hotel and transportation expenses of one (1) representative of each finalist consistent with the client's travel policies. The client may require these finalists to complete travel releases or other documentation prior to and as a condition of the pitch of the Submissions. Edelman may, but is not required to, provide any written or oral feedback concerning its evaluation of the Submitted Material. Submitted Material shall not be returned.

5. LICENSE OF EDELMAN SITE CONTENT

Edelman grants you a limited, non-exclusive, non-transferable, non-assignable, revocable license to view and temporarily download a copy of the materials displayed on the Site solely for your personal and non-commercial use for yourself. All materials displayed or made available on the Site, including, but not limited to, graphics, documents, text, images, sound, video, audio, artwork, software, and HTML code, not including the Submitted Material (collectively, the "Site Material") are the exclusive property of Edelman and/or its clients or licensors. The Site Materials are protected by U.S. and international copyright laws and any other applicable intellectual property rules, regulations, and laws. Except as expressly permitted herein, you shall not (i) use, copy, modify, display, delete, distribute, download, store, reproduce, transmit, publish, sell, re-sell, adapt, reverse engineer, or create derivative works of the Site Material, or (ii) use the Site Material on other web sites or any media, e.g., networking environment, without Edelman's prior written consent. Unless otherwise stated in an assignment, all assignments are confidential and may not be distributed or shown to individuals or members of teams that have not registered with the Site.

All Edelman or client trademarks, service marks, and logos (the "Marks") displayed on the Site are exclusive property of Edelman or its respective clients. You shall not use the Marks in any manner without the prior written consent of Edelman.

6. GENERAL PROHIBITION

In connection with your Use of the Site, you agree NOT to:

violate any local, state, and federal rules, regulations and statutes, including, but not limited to, U.S. export laws and regulations, anti-discrimination, or equal opportunity employment laws;
infringe any intellectual property and privacy rights, including, but not limited to, patent, copyright, trademark, or trade secrets, of any third party;
upload, post, transmit, or store any material that:

is unlawful, offensive, defamatory, fraudulent, deceptive, misleading, harmful, threatening, harassing, obscene, objectionable, abusive, vulgar, hateful, sexually explicit or which discloses private or personal matters concerning any person;
breaches any of your contractual or confidentiality obligations;
disrupts or interferes with the normal operations of the Site, such as posting or transmitting viruses, continuous posting of repetitive materials, posting any abnormally large file or other material, or transmitting any file that permits unauthorized access to the Site or Edelman's systems; or
are not permitted by Edelman, including, but not limited to, any unauthorized advertising materials, unsolicited promotional materials, "junk mail," "spam mail," "chain letters," pyramid schemes, franchises, distributorship, club membership, sales arrangement, or otherwise unacceptable materials.

violate others' privacy rights or personal rights by abusing the Site Materials, including, but not limited to, harassing or "stalking" another person, sending unsolicited e-mails, and collecting others' personal information;
breach or attempt to breach any security measures of the Site;
use any device, process, or mechanism to monitor, retrieve, search, or access the Site, Submitted Material, Site Material or other data or content without Edelman's systems or network without Edelman's prior written consent;
copy, modify, reproduce, delete, distribute, download, store, transmit, sell, re-sell, publish, reverse engineer, or create derivative works of any Submitted Material or Site Materials, except for materials that have been submitted and are owned by you;
post or submit any inaccurate, false, misleading or incomplete information, including your resume, biographical data, or employment information, and any information contained therein;
impersonate any person or entity;
forge any header information in any electronic posting or mail; or
misrepresent yourself, your affiliation with any third party, or your entity.

7. ACCOUNT AND PASSWORD

The Site may present you with opportunities to open an account with the Site. If you open an account with the Site, you will receive an account logon and an initial password. It is your sole responsibility to (a) maintain the confidentiality of your account logon and password; (b) frequently update and revise your password; and (c) promptly notify Edelman if there is any unauthorized use of your account or any breach of security.

8. RELATIONSHIP WITH EDELMAN AND/OR EDELMAN'S CLIENTS

You understand and agree that Edelman and its clients (a) do not warrant that you will receive any assignment or business opportunity through the Site; (b) do not warrant that you will receive any services from Edelman or its clients; (c) shall not be responsible for any employment offers, employment screenings, employment decisions, and actual employment presented by third parties.

9. LINKS TO THIRD PARTIES

The Site may have links, such as hyperlinks or buttons, directing access to third parties web sites ("Linked Sites"). The Linked Sites are not controlled or monitored by Edelman. Edelman shall not be responsible for any materials, information, or content posted on the Linked Sites. The inclusion of the Linked Sites on the Site does not imply any relationship or association between Edelman and the owner of the Linked Sites or any endorsement or sponsorship by Edelman of the Linked Sites. Edelman includes the Linked Sites solely for your convenience. You are solely responsible for your access of the Linked Sites. You shall use your own judgment, caution, and common sense in using the Linked Sites.

10. PRIVACY

Edelman collects, uses and discloses Submitted Materials and information regarding your use of the Site in accordance with the Privacy Policy. By accepting these Terms of Use, and each time you use the Site, you consent to use and disclosure of your Submitted Materials and other information in accordance with the Privacy Policy. Please click for more details regarding our Privacy Policy.

11. INDEMNIFICATION

You agree to indemnify, defend, and hold Edelman, its clients, their respective shareholders, officers, directors, agents, and employees, harmless from any claims or demands of any third party, including, but not limited to, attorneys' fees and legal fees, resulting from or arising out of your Use of the Site, the Submitted Materials, or your violation of any terms and conditions of these Terms of Use.

12. ELIGIBILITY / OTHER AGREEMENTS

The Site and any related services are available to you, provided that you can form legally binding agreements under applicable law. The Site is not available to minors. If you are a minor, you may not use the Site. If you do not agree with each provision of these Terms of Use, or you are not authorized to agree to and accept this Notice, you may not use the Site.

These Terms of Use are in addition to and supplement any written agreements that you or any persons you represent have with Edelman, now or in the future. These Terms of Use constitute the entire agreement regarding your use of the Site. In the event of any inconsistency or conflict between the provisions of this Terms of Use and any such other agreement, the provisions of this Terms of Use shall govern your access to and use of the Site. You agree to execute any additional documents or take any other steps necessary in order to fulfill these Terms of Use, including, but not limited to, if you are the member of any union which may regulate your ability to enter into agreements with respect to your creative work, executing a waiver of any such provisions, restrictions or limitations. If you are submitting on behalf of a team, you understand that Edelman may require all members of your team to register with Edelman or to execute additional documents and that if all team members do not execute the requested documents, Edelman may, in its discretion, determine that your team is ineligible.

13. DISCLAIMER

YOUR USE OF THE SITE IS AT YOUR OWN RISK. THE SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AND INCLUDING WITHOUT LIMITATION REPRESENTATIONS, WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFOMANCE, AVAILABILITY, TIMELINESS, ACCURACY OR COMPLETENESS, ALL OF WHICH ARE HEREBY DISCLAIMED BY EDELMAN TO THE FULLEST EXTENT PERMITTED BY LAW. THERE WILL NOT BE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS CREATED BY A COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE. YOU ARE SOLELY RESPONSIBLE FOR OBTAINING, CONFIGURING AND MAINTAINING ALL COMPUTER HARDWARE, SOFTWARE, TELEPHONE SERVICES, AND OTHER EQUIPMENT AND SERVICES NECESSARY FOR YOU TO USE THE SITE.

THE INTERNET IS NOT A SECURE MEDIUM, MAY BE SUBJECT TO INTERRUPTION AND DISRUPTION, AND INADVERTENT OR DELIBERATE BREACHES OF SECURITY AND PRIVACY. THE OPERATION OF THE SITE MAY BE AFFECTED BY NUMEROUS FACTORS BEYOND EDELMAN'S CONTROL. THE OPERATION OF THE SITE MAY NOT BE CONTINUOUS OR UNINTERRUPTED, SECURE OR PRIVATE.

EDELMAN WILL NOT BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY LOSS OR DAMAGES SUFFERED BY YOU OR ANY OTHER PERSON AS A RESULT OF ANY FAILURE OR REFUSAL BY EDELMAN TO GIVE EFFECT TO, OR FOR ANY FAILURE OR DELAY BY EDELMAN IN RECEIVING, ACCESSING, PROCESSING OR ACCEPTING ANY COMMUNICATION SENT TO EDELMAN BY MEANS OF THE SITE OR EMAIL, OR FOR ANY LOSS OR DAMAGES SUFFERED AS A RESULT OF THE OPERATIONAL FAILURE, MALFUNCTION, INTERRUPTION, CHANGE, AMENDMENT OR WITHDRAWAL OF THE SITE OR EMAIL SERVICES.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EDELMAN MAKES NO REPRESENTATION, WARRANTY OR CONDITION THAT: (A) THE SITE WILL BE COMPATIBLE WITH YOUR COMPUTER AND RELATED EQUIPMENT AND SOFTWARE; (B) THE SITE WILL BE AVAILABLE OR WILL FUNCTION WITHOUT INTERRUPTION OR WILL BE FREE OF ERRORS OR THAT ANY ERRORS WILL BE CORRECTED; (C) THE SITE WILL MEET YOUR REQUIREMENTS; (D) THE INFORMATION CONTAINED IN THE SITE OR DERIVED FROM THE SITE WILL BE ACCURATE, COMPLETE, SEQUENTIAL, OR TIMELY; (E) CERTAIN OR ANY RESULTS MAY BE OBTAINED THROUGH THE USE OF THE SITE; (F) THE USE OF THE SITE, INCLUDING THE BROWSING AND DOWNLOADING OF ANY INFORMATION, WILL BE FREE OF VIRUSES, TROJAN HORSES, WORMS, OR OTHER DESTRUCTIVE OR DISRUPTIVE COMPONENTS; OR (G) THE USE OF THE SITE WILL NOT INFRINGE THE RIGHTS (INCLUDING INTELLECTUAL PROPERTY RIGHTS) OF ANY PERSON; AND EDELMAN DISCLAIMS ANY AND ALL LIABILITY REGARDING SUCH MATTERS TO THE FULLEST EXTENT PERMITTED BY LAW.

14. LIABILITY AND LIMITATIONS OF LIABILITY

YOU AGREE TO ASSUME ALL RISKS ASSOCIATED WITH, ARISING OUT OF, OR RESULTING FROM YOUR USE OF THE SITE OR THE SUBMISSION AND USE OF ANY SUBMITTED MATERIALS, INCLUDING, BUT NOT LIMITED TO, THE RISKS OF FINANCIAL LOSS, PHYSICAL HARM, PROPERTY DAMAGES, DEALING WITH OTHER USERS OF THE SITE, STRANGERS, MINORS, OR FOREIGN NATIONALS, AND PERSONS ACTING UNDER FALSE PRETENSE. YOU FURTHER AGREE TO RELEASE EDELMAN, ITS SHAREHOLDERS, OFFICERS, AGENTS, AND EMPLOYEES, HARMLESS FROM ALL CLAIMS, DEMANDS, DAMAGES (DIRECT, INDIRECT, AND CONSEQUENTIAL) OF ANY KIND OR NATURE, KNOWN OR UNKNOWN, ASSOCIATED WITH, ARISING OUT OF, OR RESULTING FROM YOUR USAGE OF THE SITE, YOUR SUBMITTED MATERIALS, ANY TRANSACTIONS RELATED TO OR RESULTING FROM YOUR USE OF THE SITE. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE 1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

YOU FURTHER UNDERSTAND AND AGREE THAT EDELMAN, ITS CLIENTS, THEIR RESPECTIVE SHAREHOLDERS, OFFICERS, AGENTS, EMPLOYEES, AND SUPPLIERS IN NO EVENT SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, GOODWILL, REVENUE, DATA, OR USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT, TORT, OR BREACH OR FAILURE OF WARRANTY, EVEN IF EDELMAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT SOME JURISDICTIONS PROHIBIT THE EXCLUSION OF CERTAIN WARRANTIES, THE LIMITATION OF LIABILITY, OR THE DISCLAIMER OF CERTAIN DAMAGES, EDELMAN'S AGGREGATE LIABILITY FOR ANY DAMAGES SHALL NOT EXCEED U.S. $1,000.

15. TERMINATION

Edelman has the right, in its sole discretion, to terminate any services of the Site and remove any Site Materials and Submitted Materials from the Site. Edelman may also terminate your access to any part or all of the services provided by Edelman on the Site at any time, with or without cause or notice, for any reason. You should always maintain a copy of the Submitted Materials.

16. GENERAL

You agree that there is no employment, partnership, agency, joint employer or joint venture relationship between you and Edelman or its clients arising out of or resulting from your Use of the Site. These Terms of Use are governed by the laws of the State of Illinois, United States of America, without giving effect to any principles of conflict of laws. Edelman does not warrant that this Site will be lawful outside the United States. If you view, access, submit, or download materials to and from the Site outside the United States, you will be solely responsible for all your actions and assume all risks. You may not use or export any Materials or make any copy or adaptation in violation of any application laws, rules, or regulations, including, but not limited to, U.S. export laws and regulations. The failure or delay by either party to enforce the terms of these Terms of Use shall not be deemed as a waiver of such term.

Last updated: June 11, 2008.

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