Warranty and Intellectual Property Terms
Between
Party A: The Client (Advertising or Brand Commissioning Entity)
Party B: SUHUL LLC / Data Intelligence Control Co., Ltd.
Effective Date: Upon first use of SUHUL domain-based services or submission of materials to SUHUL for campaign-related purposes.
1. Applicability and Acceptance
By accessing or using any product, portal, domain, or service provided under the SUHUL Group ecosystem—including but not limited to advertising services, data tools, campaign management platforms, or cloud solutions—Party A acknowledges and agrees to be bound by this Warranty and Intellectual Property Agreement in full.
If Party A does not agree with these terms, it must refrain from submitting any campaign materials or accessing SUHUL systems. Continued use constitutes legally binding acceptance.
2. Intellectual Property Ownership
All intellectual property (IP) developed or exchanged during the course of a SUHUL-related engagement—including but not limited to images, text, data models, campaign layouts, slogans, or brand assets—shall remain the exclusive property of Party B and its designated partners, unless otherwise agreed in writing.
Party A may not file for IP rights (such as trademark or patent applications) relating to said assets prior to a formal commissioning agreement. All confidential ideas and early-stage proposals are subject to non-disclosure protections.
Upon conclusion of a campaign, Party B may provide finalized creative assets to Party A for reference or archive purposes. Any external use (e.g., portfolio, public reposting) must comply with SUHUL’s case study or publicity agreement.
3. Truthful Claims and Product Legality
Party A warrants that:
-
All commercial claims (e.g., product origin, pricing, availability, original retail price, or limited stock descriptions) are true and not misleading.
-
The goods and/or services being promoted are lawfully marketable in the applicable jurisdictions.
-
No part of the marketing content exaggerates, fabricates, or misrepresents therapeutic, health, or functional claims, especially in regulated product categories.
All details including product name, pricing, weight, dimensions, and visual representation must match the legal packaging and real-world product specifications.
4. Fair Trade and Supply Parity
Party A agrees that:
-
The pricing, availability, and conditions extended to SUHUL and/or its media and retail partners shall be no less favorable than those offered to any other sales channels.
-
SUHUL-affiliated customers shall be served equitably and without discriminatory treatment.
5. Non-Infringement and Legal Usage
Party A represents and warrants that all advertising materials—including text, imagery, product labels, brand elements, and logos:
-
Are either owned by Party A or licensed for use.
-
Do not infringe on the intellectual property rights of third parties.
-
Comply with all laws governing advertising, competition, copyright, trademark, medical claims, and consumer safety in the countries of display.
If any such material is found to violate local law, third-party rights, or SUHUL’s content policy, Party B reserves the right to halt, reject, or remove related campaigns without notice or compensation.
6. Liability and Indemnification
Party A shall bear full responsibility for any legal claims, penalties, or reputational damages resulting from:
-
The sale or advertisement of infringing, defective, or misleading products;
-
Breaches of advertising law, data regulations, or platform policies;
-
Consumer complaints, product recalls, or government investigations.
Party A agrees to indemnify and hold harmless Party B (including its officers, staff, and partners) against all related losses, including litigation costs, damages, settlements, and attorney’s fees.
7. Consumer Dispute Handling
In the event of customer complaints related to Party A’s products or services, Party A must:
-
Actively cooperate with SUHUL to resolve disputes;
-
Provide remedies or refunds to affected customers as applicable;
-
Accept SUHUL’s balancing role in applying fair judgment between legal compliance, consumer interests, and platform reputation.
8. Prohibited Categories
Party A agrees not to request promotion or listing of the following categories of goods or services on any SUHUL platform or associated outlet:
-
Illegal or restricted items: Drugs, unlicensed supplements, controlled medical devices, counterfeit products, endangered species, live animals.
-
Ethically or legally sensitive content: Pornography, violence, hate speech, gambling, fake credentials, government-issued documents, personal data lists.
-
Regulated commodities: Tobacco, alcohol (unless permitted by jurisdiction), firearms, explosives, securities, high-risk financial products.
-
Others: Used underwear, price-scalped tickets, lock-picking devices, pesticides, and items otherwise banned under applicable local, federal, or international law.
SUHUL reserves the right to reject any campaign involving prohibited items or any campaign that could pose legal, regulatory, or brand risk.
9. Governing Law and Jurisdiction
This agreement is governed by the laws of the State of Washington, United States, without regard to its conflicts of law provisions.
In the event of any dispute:
-
Parties shall first attempt good-faith resolution through negotiation.
-
If unresolved, the matter shall be settled via binding arbitration under the American Arbitration Association (AAA) in Seattle, WA, in English.
10. Supplemental Provisions
-
These terms shall remain in force even if specific provisions are later deemed invalid or unenforceable by competent authority.
-
No waiver or delay in enforcement by SUHUL shall be deemed a relinquishment of its rights.