Terms of Use and Agreement between Customer or Distributor (hereinafter referred to as “Distributor” or “you”) and Everfresh Beverages, Inc. d/b/a Sundance Beverage Company and its affiliates (“Sundance”) concerning the  Sundance Distributor Portal (“Portal”)  owned and operated by Sundance and used or accessed by Distributor.

The Portal is offered to Distributor conditioned Distributor’s acceptance (without modification) of the terms, conditions, and notices contained herein.  Distributor’s access or use of the Portal constitutes Distributor’s agreement to all such terms, conditions, and notices set forth herein or within the Portal.  

MODIFICATION OF THESE TERMS OF USE

Sundance reserves the right to change the terms, conditions, and notices under which the Portal is offered, including but not limited to any charges associated with the use of the Portal.

LINKS TO THIRD PARTY SITES

The Portal may contain links to Internet Web Sites or other sites ("Linked Sites"). The Linked Sites are not under the control of Sundance and Sundance is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Sundance is not responsible for webcasting or any other form of transmission received from any Linked Site. Sundance is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Sundance or any association with its operators.

NO UNLAWFUL OR PROHIBITED USE

As a condition of your use of the Portal, you warrant to Sundance that you will not use the Portal for any purpose that is unlawful or prohibited by these terms, or any other conditions, and notices. You may not use the Portal in any manner which could damage, disable, overburden, or impair the Portal or interfere with any other party's use of the Portal. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided to you through the Portal.

You understand and agree that your user name and pass code is for your use only and you may not disclose or provide your user name and pass code to any other persons, organizations or entities except your employees that are authorized by you to access and use the Portal.  Disclosing your user name and pass code to any other person, organization or entity or otherwise permitting any other person, organization or entity to access the Portal with your user name and pass code is strictly prohibited.  You agree to notify us when any employee leaves your employment so we can disable that person’s access to the Portal. 

You understand and agree that further access and use to the Portal may be restricted or your may be denied access to the Portal if you violate the terms of this agreement or otherwise violate any law, regulation, or other conditions and notices .

USE OF COMMUNICATION SERVICES

The Portal may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, "Communication Services"), you agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using a Communication Service, you will not:
•    Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
•    Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information.
•    Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received Sundance’s consent.
•    Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer.
•    Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages.
•    Conduct or forward surveys, contests, pyramid schemes or chain letters.
•    Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner.
•    Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.
•    Restrict or inhibit any other user from using and enjoying the Communication Services.
•    Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.
•    Harvest or otherwise collect information about others, including e-mail addresses, without their consent.
•    Violate any applicable laws or regulations.

Sundance has no obligation to monitor the Communication Services. However, Sundance reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. Sundance reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.

Sundance reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Sundance’s sole discretion.

Always use caution when giving out any personally identifying information about you, your employees, associates or your business in any Communication Service. Sundance does not control or endorse the content, messages or information found in any Communication Service and, therefore, Sundance specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Managers and hosts are not authorized Sundance spokespersons, and their views do not necessarily reflect those of Sundance.

Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you download the materials.

OWNERSHIP

Unless specifically identified as material or information that may be downloaded, copied, or shared all information contained on the Portal and provided by Sundance is the property of Sundance and may not be copied, forwarded, shared, or disclosed in any manner.

Sundance does not claim ownership of the materials or information (“Submission”) you provide to Sundance or the Portal (including feedback and suggestions) or post, input or submit to the Portal or to any of its associated services (collectively "Submissions"). However, by posting, uploading, inputting, providing or submitting your Submission you are granting Sundance and its necessary sub-licensees permission to use your Submission in connection with the operation of their businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reform your Submission; and to publish your name in connection with your Submission.

No compensation will be paid with respect to the use of your Submission, as provided herein. Sundance is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in Sundance’s sole discretion.

By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.

TRADEMARKS and OTHER INTELLECTUAL PROPERTY

The names of companies and products mentioned herein are the trade names and trademarks of Sundance.  Distributor may use any of the Sundance trademarks and trade names designated on the Portal for Distributor download  ("Licensed Marks") so long as the Licensed Marks are used by Distributor solely in connection with the promotion and sale of Sundance’s products.  Distributor acknowledges that it has no right, title or interest in the Licensed Marks or other intellectual property of Sundance, and all trademark rights arising out of the use by Distributor of any of the Licensed Marks shall inure to the benefit of Sundance.  Distributor acknowledges that all ownership, trademarks, brand names, goodwill and formulas associated with any and all of the products are and will continue to be the sole and exclusive property of Sundance and Distributor shall not at any time do or cause to be done any act or thing contesting or in any way impairing or intending to impair such rights of Sundance.  Any rights not expressly granted herein are reserved.

LIABILITY DISCLAIMER

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE PORTAL MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. SUNDANCE OR ITS AUTHORIZED PORTAL REPRESENTATIVES MAY MAKE IMPROVEMENTS OR CHANGES IN THE PORTAL AT ANY TIME. ADVICE RECEIVED VIA THE PORTAL SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.

SUNDANCE MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE PORTAL FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. SUNDANCE HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SUNDANCE BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE Portal, WITH THE DELAY OR INABILITY TO USE THE PORTAL OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE PORTAL, OR OTHERWISE ARISING OUT OF THE USE OF THE Portal, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF SUNDANCE  HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE PORTAL, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE PORTAL.

SERVICE CONTACT

TERMINATION/ACCESS RESTRICTION

Sundance reserves the right, in its sole discretion, to terminate your access to the Portal and the related services or any portion thereof at any time, without notice.

LEGAL NOTICES

To the maximum extent permitted by law, this agreement is governed by the laws of the State of Florida, U.S.A. and you hereby consent to the exclusive jurisdiction and venue of courts in Broward County, Florida, U.S.A. in all disputes arising out of or relating to the use of the Portal.   Use of the Portal is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Sundance as a result of this agreement or use of the Portal. Sundance’s performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Sundance’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Portal or information provided to or gathered by Sundance with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. Unless otherwise specified herein, this agreement constitutes the entire agreement between the Distributor and Sundance with respect to the Portal and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the Distributor and Sundance with respect to the Portal. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent an d subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be set forth in English.

All contents of the Portal are:
Copyright 2010 Sundance.  All rights reserved.

NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement under United States copyright law should be sent to:  Sundance Beverage Company, 8100 SW 10th Street, Suite 4000, Fort Lauderdale, FL 33324, ATTN:  Legal Department.