TERMS AND CONDITIONS OF USE OF THE HARDEE’S “NAME OUR HOLES” INTERACTIVE AD GENERATOR

Please read these terms and conditions carefully. By using this Internet site and the interactive ad generator ("Generator") and/or creating or viewing an Ad (as defined in Paragraph 1 below), you agree to the following terms and conditions, as well as to the Hardee's® website Terms and Conditions, located at www.hardees.com/terms, and to Hardee's Privacy Policy, located at www.hardees.com/privacy/.

1. LICENSE. Hardee's Food Systems, Inc. ("Hardee's") hereby grants you a limited non-exclusive right to: (a) use this site and the Generator to record and upload a 4-second video clip to create an advertisement for Hardee's Biscuit Holes ("Ad"), provided that the Ad you submit relates solely to entertainment, food or dining-related subject matters; and (b) to view the Ad you submit and, in the event Hardee's or its designee permits the Ad to be distributed, to distribute the Ad on the Internet only for others to view.
2. USE RESTRICTIONS. Use of this site is limited to individuals who are at least thirteen (13) years of age. Hardee's maintains this Internet site as a service to the Internet community. Material from this site (including Ads), the Generator and any other Internet site owned, operated, licensed or controlled by Hardee's may not be copied, modified, displayed, distributed, published, uploaded, posted or transmitted in any way, without the prior written consent of Hardee's, except for the limited purposes expressly set forth in Paragraph 1 above. Modification or use of any such material for any other purpose violates intellectual property rights. Except as expressly permitted in these Terms and Conditions, all such material are made available for informational and entertainment purposes only. Hardee's controls this site and the Generator from its world headquarters in St. Louis, Missouri, and makes no representation that these materials are appropriate or available for use in other locations. Use of this site and the Generator is prohibited where such use is in violation of applicable law.

   To create an Ad, you are required to submit your first name, last initial, e-mail address, zip code, and proposed name for the Biscuit Holes product. You warrant and agree that you shall not: (a) impersonate any person or entity; (b) post or transmit any unsolicited or unauthorized advertising or promotional materials (including, without limitation, junk mail or spam); (c) collect or harvest any user-specific information from this site, the Generator, or any Ad; (d) sell access to this site, the Generator or any Ad; or (e) post or transmit any material that contains computer viruses or any other invasive or destructive forces.

   You further warrant and agree that, in submitting, viewing and distributing Ads, and in otherwise enjoying the benefits of this site and the Generator, you shall not use any language, image or material, or otherwise engage in any conduct, that is, or is perceived by Hardee's to be, defamatory, obscene, pornographic, abusive, hateful, threatening, harassing, disrespectful, disparaging, embarrassing, discriminatory (on the basis or race, religion, age, gender, sexual preference, disability, nationality, etc…), infringing (of any third party copyright, trademark, trade secret, patent, publicity right, privacy right, proprietary right, property right, etc…), fraudulent or otherwise illegal, offensive or disruptive.

   You are responsible for all of the activity that occurs in connection with creating, viewing and distributing an Ad, even liability to others that may occur as a result of unauthorized use of the Ad. In no event will Hardee's be liable for losses caused by the unauthorized use of the Ad. If you suspect any unauthorized use of the Ad, you should immediately notify Hardee's.

3. OWNERSHIP. You acknowledge and agree that Hardee's shall at all times be the sole owner of all worldwide intellectual property rights relating to the Ad and any other material that you submit using this site or the Generator, including, without limitation, all copyrights and trademarks (including the goodwill associated therewith) relating thereto. All material you submit (“Work”) shall constitute works made for hire within the meaning of the United States Copyright Act. To the extent any Work is deemed not to be a work made for hire, you hereby are deemed to have assigned to Hardee's the copyright in and to such Work. You shall execute any and all additional documents proposed by Hardee's to effectuate and confirm Hardee's sole and exclusive ownership of all copyrights and other intellectual property rights in and to all such Work, and you hereby irrevocably appoint Hardee's as attorney-in-fact to execute any and all such documents if you fail to return the same to Hardee's, duly executed, within five days following submission of the particular document by Hardee's to you. Consistent with Hardee's ownership of such Work, you acknowledge and agree Hardee’s can use the Work and Ad perpetually and for all purposes deemed appropriate by Hardee’s in its sole discretion, such purposes to include, without limitation, to access and view the Work and Ad and to reproduce, modify, adapt, display, perform, email and otherwise distribute and use the Work and Ad for commercial purposes such as online, television or commercial advertising and promotions.

   You warrant and agree that: (a) you are the sole creator of the Work you submit; (b) the Work is original and not copied in whole or in part from any other work except material in the public domain; (c) the Work, and the use of the Work by Hardee’s and others, will not infringe upon or violate any intellectual property, publicity, privacy or other personal, proprietary or other right of another, or constitute defamation or unfair competition; (d) the Work will not be subject to any prior lien, encumbrance or agreement; and (e) the Work has not been published prior to being published by us.

   You agree that Hardee's shall have the right, where permitted by law, to use the name, biographical information, voice, and likeness of you as well as any individuals who appear in the Work and Ad you submit in any manner whatsoever, at Hardee's sole discretion, worldwide, in perpetuity, including, without limitation, for advertising or promotional purposes, without having to pay any compensation to you and any such individuals for any such use.

4. LIABILITY DISCLAIMER. THE ADS AND OTHER INFORMATION CONTAINED IN THIS SITE AND ON THE GENERATOR ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTIES, ENDORSEMENT, CONDITIONS OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESSED OR IMPLIED. HARDEE’S DISCLAIMS ALL WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. HARDEE’S MAKES NO ENDORSEMENT, WARRANTY OR REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF THE ADS AND OTHER INFORMATION CONTAINED IN THIS SITE OR THE GENERATOR, OR AS TO THE ACCESSIBILITY OF THE SITE OR THE GENERATOR FOR YOU OR OTHER VIEWERS OF ADS OR THAT YOU WILL HAVE ANY PARTICULAR RESULTS FROM SUBMITTING, VIEWING OR DISTRIBUTING ADS. EACH SUBMITTER IS SOLELY RESPONSIBLE FOR THE ACCURACY AND LAWFULNESS OF THE WORK THAT IS SUBMITTED AS WELL AS ANY INTELLECTUAL PROPERTY PROVIDED TO HARDEE’S. HARDEE’S IS IN NO WAY RESPONSIBLE FOR ANY WORK OR AD CREATED BY ANYONE, EVEN IF IT PERMITS SUCH AD TO BE DISPLAYED ON THIS SITE OR DISTRIBUTED ELSEWHERE. YOU HEREBY WAIVE ANY RIGHTS OR REMEDIES YOU MAY HAVE AGAINST HARDEE’S FOR ANY WORK OR AD YOU MAY FIND TO BE UNTRUE OR OTHERWISE OBJECTIONABLE.

   HARDEE’S MAKES NO WARRANTIES OR REPRESENTATIONS TO YOU: (I) THAT YOUR ACCESS TO THIS SITE, THE GENERATOR AND ANY AD WILL BE UNINTERRUPTED OR FREE OF ERROR, COMPUTER VIRUSES OR ANY OTHER INVASIVE OR DESTRUCTIVE FORCES; OR (II) AS TO THE ACCURACY, COMPLETENESS OR CURRENCY OF ANY AD.

   YOU HEREBY ACKNOWLEDGE THAT USE OF THIS SITE, THE GENERATOR AND VIEWING AND DISTRIBUTING ADS IS AT YOUR SOLE RISK AND THAT HARDEE’S SHALL HAVE NO LIABILITY TO YOU OR TO ANY OTHER PERSON THEREFOR. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL HARDEE’S HAVE ANY LIABILITY FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF AN AD, THROUGH ACCIDENT, MISUSE, OR FRAUDULENT MEANS OR DEVICES BY YOU OR ANY OTHER VIEWER, OR AS A RESULT OF ANY DELAY OR MISTAKE RESULTING FROM A CIRCUMSTANCE BEYOND HARDEE’S CONTROL. HARDEE’S IS NOT LIABLE AND ASSUMES NO RESPONSIBILITY FOR ANY PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THIS SITE OR THE GENERATOR, OR YOUR VIEWING OR DISTRIBUTING OF ADS.

   YOU SPECIFICALLY ACKNOWLEDGE THAT HARDEE’S SHALL NOT BE LIABLE OR RESPONSIBLE FOR ANY AD OR FOR THE DEFAMATORY, OFFENSIVE, ILLEGAL CONDUCT OR OTHERWISE IMPERMISSIBLE USAGE OR CONDUCT BY ANY OTHER USER AND THAT USING THE GENERATOR AND VIEWING AND DISTRIBUTING AN AD IS SOLELY AT YOUR OWN RISK. IN NO EVENT SHALL HARDEE’S OR ANY OF ITS PARENT, AFFILIATES OR ANY OF ITS OR THEIR SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER.

   IF ANY OF THE ABOVE WAIVERS AND DISCLAIMERS IS FOUND TO BE IMPERMISSIBLE, THEN THE LIABILITY OF HARDEE’S IS LIMITED TO THE GREATEST PROTECTION PERMITTED UNDER THE APPLICABLE LAWS.

5. INDEMNIFICATION. You agree to and shall indemnify, defend and hold harmless Hardee’s, its parent and affiliates, and its and their shareholders, directors, officers, employees, agents, successors and assigns (each of the foregoing being hereafter referred to individually as the \"Indemnified Party\") against all claims, liabilities, losses, damages, injuries, demands, actions, causes of action, suits, proceedings, judgments and expenses, including Hardee’s attorney's fees, court costs and other legal expenses (other than liability solely the fault of Hardee’s) arising from or in connection with: (a) the breach of any provision of these terms and conditions, the inaccuracy of any warranty you made when you agreed to these terms and conditions, the act or omission to act directly or indirectly related to your performance of your rights and obligations under these terms and conditions, or any other violation of these terms and conditions whatsoever; (b) the claimed violation of any third party's proprietary or property rights (including, without limitation, claims of violation of rights of publicity or privacy, trade secret, copyright, trademark or patent infringement, defamation or unfair competition) in connection with the Work or Ad you submit, including, without limitation, in connection with any use by Hardee’s or any other person or entity for any purpose whatsoever to accomplish the objectives of these terms and conditions and/or to promote, publicize and advertise Hardee's services and products; (c) any other claim that the Work or Ad you submitted caused damage to a third party; and (d) your use of the Generator and viewing the Ad. Your obligation to indemnify any Indemnified Party will survive the expiration or termination of these terms and conditions by either party for any reason.
6. RIGHT TO CHANGE, MODIFY OR REMOVE. Hardee's reserves the right to change, modify and/or withdraw this site, the Generator, the Ad you submit, any portion of that Ad or any information in this site at any time without any notice to you. The products and services referred to in the Ad, in this site or on the Generator may not be available in your city, town, state or country. Hardee’s reserves the rights to change, modify and/or withdraw any products and services at any time without notice and to remove or change any Ad or any portion of any Ad for any reason whatsoever without notice to you or any viewer of the Ad.
7. COMMUNICATIONS. Unless specifically provided otherwise in this site, communications and materials you send to this site, to the Generator, or to Hardee’s by Internet electronic mail and the Ad you submit are sent on a non-confidential basis and without any promises by Hardee’s to keep such information confidential. Hardee’s shall have the right to use and reproduce such communications, materials and the Ad for any purpose whatsoever (including, without limitation, to develop, manufacture and/or market products in any way such as online, television or radio commercial advertising) and without any obligation to pay you compensation for such use or reproduction. Any information you send Hardee's or enter into the Generator must be legal, truthful and not violate the rights of others.
8. PROMOTIONAL TEXT MESSAGES. If you have opted in to receiving text messages from Hardee’s, you hereby agree to receive text messages from Hardee’s to the wireless device associated with your submission. You hereby acknowledge that you may incur charges from your wireless provider for such text messages and that such charges are your sole responsibility. You may revoke your authorization to receive text messages from Hardee’s at any time via the opt-out methods included in each Hardee’s text message.
9. COPYRIGHT NOTICE. The graphic images, videos, buttons and text contained in this Internet site are the exclusive property of Hardee’s and, except for personal use where indicated, may not be copied, distributed, displayed, reproduced or transmitted in any form or means, whether electronic, mechanical, photocopying, recording or otherwise, without the prior written consent of Hardee’s.
10. JURISDICTION. These terms and conditions shall be construed and interpreted according to the laws of the State of Missouri, United States of America, without regard to the conflict of law principles or rules. The exclusive forum and venue for any dispute shall be in the City of St. Louis, Missouri. These terms and conditions form the entire understanding and agreement with respect to the subject matter hereof and supersede any and all prior understandings or agreements.
11. SEVERABILITY. If any term or condition shall, to any extent, be invalid or unenforceable, the remainder of the terms and conditions shall not be affected thereby, nor shall the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable be affected thereby.
12. OTHER WEB LINKS. This site, including the Generator, may be linked to other sites which are not controlled by Hardee’s. Hardee’s is not responsible for the practices, policies or content of those sites. Inclusion of a link to another site does not imply an endorsement by Hardee’s.
13. TRADEMARKS. Most of the trademarks referenced on the Generator, in the Ad, or on this site are owned or licensed by Hardee’s Food Systems, Inc. and/or its parent or affiliates. Other trademarks are the property of the respective trademark owners. Your use of the site, the Generator and submission, viewing and distribution of an Ad does not give you any right or ownership interest in or to any of the trademarks used or therein referenced. You do not own any Work or Ad you submit but are simply granted a limited, non-exclusive license to view and email links to others to view the Ad in accordance with these terms and conditions. Any Work or Ad you submit will become the sole property of Hardee’s to be used and distributed as it deems appropriate and as described in these terms and conditions.
14. DIGITAL MILLENIUM COPYRIGHT ACT OF 1998 (DMCA). If Hardee’s removes or disables any portion of this site, including the Generator, and the DMCA requires Hardee’s to notify you that it has been removed or disabled, then Hardee’s will make every reasonable attempt to notify you of the removal or disablement. You consent to the release of any information required to be disclosed by Hardee’s pursuant to the DMCA, whether disclosure is required by subpoena or otherwise. If you believe that any of your copyrighted work has been copied and is accessible on this site, including through an Ad submitted through the Generator, in a manner that infringes on your copyright, then you should notify our copyright agent and provide the following details: (a) your name, address and electronic signature; (b) a description of the infringing materials and their internet location and/or the reference or link to the infringing materials; (c) sufficient information to identify the copyrighted works; (d) your statement that you have a good faith belief that there is no legal basis for the use of the materials complained of; and (e) a statement of the accuracy of the notice and, under penalty of perjury, that you are the copyright owner or are authorized to act on behalf of the copyright owner. Our copyright agent for notices of copyright infringement on this site can be reached as follows: Guest Relations, 100 North Broadway, Suite 1200, St. Louis, Missouri 63102 (1-877-799-STAR).

These terms and conditions for the use of the Generator are effective as of June 26, 2009.