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Terms of Service for Use of Napa Home and Garden Digital Media Assets

This Digital Media Asset Terms of Service Agreement ("Agreement") is entered into between Napa Home and Garden ("Company," "we," "us," "our") and the Retailer accessing the Assets ("Retailer," "you," "your").

Access to, downloading of, or use of any professional photography, video, copy, or other digital media assets (collectively, "Assets") provided by Napa Home and Garden is conditioned upon agreement to the terms and conditions set forth in this Agreement. By checking the box on the form, adherence to the guidelines and conditions outlined herein is confirmed. If these terms are not accepted, the Assets must not be accessed or used.

1. Grant of License

Subject to full compliance with this Agreement, Napa Home and Garden grants a limited, non-exclusive, non-transferable, and revocable license to use the Assets solely for the purpose of marketing and selling Napa Home and Garden products. This license is granted only to authorized, active wholesale accounts in good standing.

2. Permitted Use

You may use the Assets only for the following approved purposes:

On your company-owned and operated e-commerce website.
On your company-owned and operated social media channels (e.g., Instagram, Facebook, Pinterest).
In your company-owned and operated print materials (e.g., catalogs, mailers, in-store displays).
In digital marketing communications originating from you (e.g., email newsletters).

Use of the Assets on any third-party marketplace, including but not limited to Amazon, eBay, Walmart Marketplace, or similar platforms, is strictly prohibited unless prior written consent from Napa Home and Garden has been granted.

3. Intellectual Property Ownership

All Assets, including all copyrights, trademarks, and other intellectual property rights therein, are and shall remain the sole and exclusive property of Napa Home and Garden. This Agreement does not grant any ownership rights or title to the Assets. Napa Home and Garden reserves all rights not expressly granted in this Agreement.

4. Image Integrity

The integrity of the Assets must be maintained. The following actions are strictly prohibited:

Altering, modifying, or editing the Assets in any way, including cropping, color adjustments, or applying filters, without prior written permission from the Company.
Removing, obscuring, or altering any watermarks, copyright notices, or metadata embedded within the Assets.
Using the Assets in a manner that is defamatory, obscene, or otherwise unlawful, or in a way that misrepresents the Napa Home and Garden brand.

5. Credit Requirements

Unless otherwise specified in writing for particular Assets, a formal credit or attribution to Napa Home and Garden is not required when using the Assets in accordance with Section 2. However, the Assets must always be used directly in connection with the marketing and sale of authentic Napa Home and Garden products.

6. Termination of Access

The license to use the Assets will terminate immediately and automatically under the following conditions:

You cease to be an active, authorized wholesale account of Napa Home and Garden for 12 months.
You breach any term of this Agreement.
Napa Home and Garden provides written notice of termination, which may be given at any time and for any reason at the Company's sole discretion.

Upon termination, all use of the Assets must immediately cease and all copies must be permanently deleted from websites, social media channels, servers, and any other digital or physical storage. Written certification of compliance with this requirement may be requested by Napa Home and Garden.

7. Indemnification

Indemnification is agreed to, whereby Napa Home and Garden and its officers, directors, employees, and agents are to be held harmless from any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in any way connected with use of the Assets, breach of this Agreement, or violation of any third-party rights.

Acceptance of Terms

By checking the box on the form, adherence to the guidelines and conditions set forth in this Digital Media Asset Terms of Service Agreement with Napa Home and Garden is confirmed.