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  • I have read, understand and agree to the Client Agreement

    BRANDFORGE MASTER SERVICES AGREEMENT

    This Master Services Agreement (“Agreement”) is by and between BrandForge, a division of Deseret Ditigal Media, Inc., a Utah corporation, and you (“Publisher”) and is made as of the date this Agreement is accepted by you by clicking on the “I HAVE READ AND ACCEPTED” button (“Effective Date”). BY CHECKING OFF THE “I AGREE TO BRANDFORGE’S MASTER SERVICES AGREEMENT” WHEN YOU REGISTERED AS A PUBLISHER WITH BRANDFORGE, PUBLISHER HEREBY EXPRESSLY AGREES AND CONSENTS TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, AS MODIFIED FROM TIME TO TIME BY BRANDFORGE. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES.

    Agreement

    In consideration of the foregoing, and in exchange for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, BRANDFORGE and Publisher hereby agree as follows:

    1. Service Description. BRANDFORGE will provide the following services, explained in detail in Exhibit A (collectively the “Native Advertising Services”):

    a) Content Production. BrandForge will create and produce content (“Content”) in electronic format for Publisher’s reproduction, use, dissemination and display according to the terms herein. Content will include written and edited stories, and may include appropriate visual displays, including but not limited to photos or graphics.

    b) Native Advertising Consulting. BrandForge provides consulting, strategy consulting and concept development services related to the development of native advertising programs. Such services shall include one initial telephonic consultation, access to three native advertising trainings via teleconference or online screen share (Kickstart Training Series), and access to online training videos, webinars, and white papers.

    2. Manager Seats. Publisher will designate up to three individuals (“Seats”) to manage the receipt of Native Advertising Services, including to: (a) discuss strategic decisions, goals and plans of Publisher; (b) order and review the Content production services; and (c) participate in Native Advertising Consulting webinars and training.

    3. Pricing. BrandForge shall charge Publisher, and Publisher shall pay to BrandForge, an amount equal to the price set forth on Exhibit A (“Service Fee”).

    4. Payment Terms. In consideration of the Services, and upon execution of this Agreement, Publisher agrees to pay BrandForge the Service Fee Net 30 days. Interest shall accrue and be payable on any portion of the Service Fee not paid within 30 days of its due date at a rate of 1.5% monthly, or the maximum rate allowed by law, whichever is lower.

    5. Ownership; Grant of Rights.

    a) All Content submitted to Publisher by BrandForge shall remain the exclusive property of Publisher.

    b) Publisher grants BrandForge a royalty free, nonexclusive, worldwide transferable license to use and display the Content (the “Content License”) The Content License shall include BrandForge’s ability to edit, alter, rewrite, modify, sell, transfer, lease or sublicense the Content without Publisher’s written consent.

    c) Except as specifically set forth herein, Publisher receives no implied licenses to any of the BRANDFORGE Intellectual Property and no rights whatsoever therein. In the event that, by operation of law or otherwise, any right, title, or interest in or to the BRANDFORGE Intellectual Property, or any portion thereof (including any modifications or derivative works thereof), shall vest in you, you hereby irrevocably and unconditionally transfer and assign to BRANDFORGE or its licensors (as applicable), and forever waive and agree never to assert, any and all such right, title, and interest, and agree to execute all documents, and undertake all other activities reasonably required by BRANDFORGE, in order to vest solely and exclusively in BRANDFORGE all right, title, and interest in the BRANDFORGE Intellectual Property.

    6. Term; Termination and Cancellation. This Agreement shall begin on the Effective Date and shall continue until terminated by either Party as provided herein. Either Party may terminate this Agreement: (a) immediately upon the mutual written agreement of the Parties; and (b) for any reason or no reason upon thirty (30) days’ written notice to the other Party; provided, however, that Publisher may not terminate this Agreement unless it is current on all of its outstanding payments or other financial obligations to BrandForge for all work performed through the date of termination. Either Party may terminate the Agreement upon the material breach by the other Party, if such breach remains uncured for thirty (30) days following written notice to the breaching Party.

    7. Non-Exclusivity. The relationship of the parties is non-exclusive.

    8. Representations and Warranties.

    a) BrandForge represents and warrants that (i) BrandForge possess the requisite experience, training, and skill to perform the Services under this Agreement; (ii) BrandForge has all necessary rights to perform the Services and no Services will infringe or violate any right of any third party; and (iii) that Publisher may exploit Services without liability or obligation to any person or entity.

    b) Each Party represents and warrants that: (i) it has full power and authority to enter into this Agreement; (ii) this Agreement is and shall be the legal, valid and binding obligation of such Party and shall be enforceable in accordance with its terms; and (iii) such Party will comply with all applicable privacy or data protection statutes, rules or regulations governing the respective activities of that Party.

    9. Disclaimers. It shall be Publisher’s responsibility for determining the suitability of the Services for Publisher’s use. EXCEPT AS EXPRESSLY STATED ELSEWHERE IN THIS AGREEMENT, AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, BRANDFORGE MAKES NO, AND HEREBY DISCLAIMS ANY, REPRESENTATION, WARRRANTY OR GUARANTY, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTEHRWISE, WITH RESPECT TO THE SERVICES PROVIDED UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY: (A)OF MERCHANTIABILITYOR SATISFACTORY QUALITY; (B) OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE.

    10. Indemnification.

    a) BrandForge agrees to defend, indemnify and hold harmless Publisher, its directors, officers, employees and agents from any and all damages, liabilities, costs and expenses (including reasonable attorneys’ fees) (collectively “Losses”) incurred as a result of a third party claim, judgment or proceeding relating to or arising out of (i) the acts or omissions of BrandForge in the performance of the Agreement; (ii) the violation of law by BrandForge; (iii) BrandForge’s breach of any representation or warranty hereunder; and (iv) BrandForge’s infringement or misappropriation of any copyright or other intellectual property right of any third party.

    b)Publisher agrees to defend, indemnify and hold harmless BrandForge, its directors, officers, employees and agents from any and all Losses incurred as a result of a third party claim, judgment or proceeding relating to or arising out of (i) the acts or omissions of Publisher in the performance of the Agreement; (ii) the violation of law by Publisher; (iii) Publisher’s breach of any representation or warranty hereunder; and (iv) Publisher’s infringement or misappropriation of any copyright or other intellectual property right of any third party.

    c) If any action will be brought against either party (the “Indemnified Party”) in respect to any allegation for which indemnity may be sought from the other party (“Indemnifying Party”), the Indemnified Party will promptly notify the Indemnifying Party of any such claim of which it becomes aware and will: (i) provide reasonable cooperation to the Indemnifying Party at the Indemnifying Party's expense in connection with the defense or settlement of any such claim; and (ii) be entitled to participate at its own expense in the defense of any such claim. The Indemnified Party agrees that the Indemnifying Party will have sole and exclusive control over the defense and settlement of any such third party claim. However, the Indemnifying Party will not acquiesce to any judgment or enter into any settlement that adversely affects the Indemnified Party's rights or interests without the prior written consent of the Indemnified Party.

    11. Limitation of Liability. Excluding the parties obligations under Section 10(a)(iv), Section 10 (b)(iv) or intentional misconduct by the parties, in no event will either party be liable for any consequential, indirect, incidental, punitive, special or exemplary damages whatsoever, including without limitation, damages for loss of profits, business interruption, loss of information and the like, incurred by the other party arising out of this Master Agreement, even if such party has been advised of the possibility of such damages. Except for Section 10(a)(iv) and 10(b)(iv), damages recoverable by either party in the event of a breach or default shall be limited to actual damages and in no event more than the amount received by either party during the term of this Agreement.

    12. Non-Disclosure, Data Ownership, Privacy and Laws.

    a) All information marked ”confidential” and proprietary data disclosed by one party, including the terms of any PO, shall be deemed “Confidential Information” of the disclosing party. Confidential Information shall also include information provided by one party, which under the circumstances surrounding the disclosure would be reasonably deemed confidential or proprietary. Confidential Information will include, but not be limited to, the distinctive methods or procedures BrandForge uses in the design, development, licensing, support, maintenance or provision of the Services to Publisher; the terms and pricing under this Agreement, and each Party’s business processes and strategies.

    b) Confidential Information shall not be released, for a period of three (3) years from the date of Termination, by the receiving party to anyone except an employee, or agent who has a need to know same, and who is bound by confidentiality obligations. Neither party will use any portion of Confidential Information provided by the other party hereunder for any purpose other than those provided for under this Agreement.

    c) Notwithstanding anything contained herein to the contrary, the term “Confidential Information” shall not include information which: (i) was previously known to a party; (ii) was or becomes generally available to the public through no fault of the receiving party (“Recipient”); (iii) was rightfully in Recipient’s possession free of any obligation of confidence at, or subsequent to, the time it was communicated to Recipient by the disclosing party (“Discloser”); (iv) was developed by employees or agents of Recipient independently of and without reference to any information communicated to Recipient by Discloser; or (v) was communicated by Discloser to an unaffiliated third party free of any obligation of confidence. Notwithstanding the foregoing, either party may disclose Confidential Information in response to a valid order by a court or other governmental body, as otherwise required by law or the rules of any applicable securities exchange or as necessary to establish the rights of either party under this Agreement; provided, however, that both parties will stipulate to any orders necessary to protect said information from public disclosure.

    13. Miscellaneous.

    a) Assignment. This Agreement may not be transferred or assigned directly or indirectly by Publisher without the prior written consent of BrandForge.

    b) Entire Agreement. This Master Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersede all previous and contemporaneous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to the subject matter of this Agreement. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same document.

    c) Governing Law. This Master Agreement shall be governed by the laws of the State of Utah. The Parties agree that any claims, legal proceeding or litigation arising in connection with this Agreement will be brought solely in the County of Salt Lake, in the State of Utah and the parties consent to the jurisdiction of such courts. In any legal action between Publisher and BrandForge, the prevailing party will be entitled to recover reasonable attorney’s fees and costs.

    d) Amendments. No modification of this Master Agreement shall be binding unless in writing and signed by both parties. If any provision herein is held to be unenforceable, the remaining provisions shall remain in full force and effect. All rights and remedies hereunder are cumulative.

    e) Notice. Any notice required to be delivered hereunder shall be deemed delivered three days after deposit in U.S. mail, return receipt requested, one business day if sent by overnight courier service, and immediately if sent electronically or by fax. All notices to Media Seller and Client shall be sent to the contact as noted in this Agreement (or as otherwise updated in the Service).

    f) Severability. If any provision is found unenforceable, it and any related provisions will be interpreted to best accomplish the unenforceable provision’s essential purpose.

    g) Survival. Sections 10, 11 and 12 shall survive termination or expiration of this Agreement.

    h) Waiver. Failure to enforce any provision will not constitute waiver.

    i) Force Majeure.Excluding payment obligations, neither party will be liable for delay or default in the performance of its obligations under this Agreement if such delay or default is due to acts of God, fires, flood, storm, explosions, earthquakes, general Internet outages, acts of war or terrorism, riots, or insurrection or intervention of any governmental authority.

    j) Relationship of Parties. The Parties are entirely independent of each other and each party has sole responsibility and authority for the conduct of its own business. By entering into the Agreement, the Parties expressly declare and agree that neither party is the agent, employee, joint venture or partner of the other. No Party has the right to bind the other in any manner.

    Exhibit A

    List of Features

    BrandForge Standard Package

    Features

    Content Production Platform X[1]

    Dedicated Content Strategist X[2]

    Initial Kickoff Strategy Call X[3]

    BrandForge Kickstart Training Series X[4]

    PRICE

    $1000 one-time start-up fee

    $499/month + $150 per article fee*

    Appendix

    [1] 3 staff user seats for access to BrandForge.com web-based content production platform. The platform allows users to: request native advertising articles, revise native advertising articles, discuss native advertising articles in process, and approve the creation of native advertising articles.

    [2] Assigned Content Strategist assists Publisher clients in crafting native advertising article strategy and production.

    [3] Content Strategist or Customer Success Manager holds an Initial Kickoff Call with Publisher clients to discuss: BrandForge native advertising best-practices, content production workflow processes, and native advertising goals and strategies.

    [4] 3 native advertising trainings (via teleconference or online screen share) delivered by Customer Success Manager for Publisher clients. Trainings will be 30 – 60 min in length, provide BrandForge training and insights, and a Q&A session.

    *Additional article costs may apply for: B2B stories, and story requests which require more than one interview, need to be longer in length or completed in a shorter timeframe.

  • I have read, understand and agree to the Terms of use

    Terms of Use

    Terms of Use
    (Last revised December 7, 2011)

    • Acceptance Through Use.

      This website (the "Site") is operated by BrandForge, a division of Deseret Digital Media, Inc. ("BrandForge"). By using the Site, you agree to be bound by all of the terms, conditions and notices contained or referenced in these Terms of Use. You should review the Terms of Use from time to time. BrandForge may change any of the Terms of Use at any time without notice by posting revisions to the Site. Your continued use of the Site constitutes your acceptance of the revised Terms of Use. If you do not accept all of the Terms of Use, you must exit the Site immediately.

    • Age Requirement.

      You must be at least sixteen (16) years old to use or enroll in this Service.

    • Privacy.

      You should review the [Privacy Statement]privacy posted elsewhere at the Site before using the Site.

    • Links to Third Party Sites.

      The Site may contain links to websites operated by third parties. These links do not constitute or imply an endorsement of the linked site. The linked sites may appear to be integrated into the Site, but are not under BrandForge's control. BrandForge is not responsible for the operation or content of any linked site or subsequent links from that site. The policies that govern the use of a linked site will differ from these Terms of Use. You should review the policies of a linked site before making a decision to use that site.

    • User Submitted Content.

      By posting or submitting any content or other materials to the Site, including any and all content, media and materials you submit, including without limitation, still photographs, writings, spoken statements, music, audio, video, video recordings, audio visual works and recordings, slides, portraits, animated and/or motion pictures, caricatures, likenesses, vocal or other sounds, sound recordings, voices, voice reproductions, computer graphics and visual effects, (collectively, "Your Content"), you affirm, represent and warrant that (1) you own or otherwise control all right, title and interest in and to Your Content, including the copyright thereto, (2) none of the materials included in Your Content are defamatory, libelous, obscene or pornographic, (3) the materials in Your Content, to the best of your knowledge, are factual, truthful, accurate and not intended for an improper or malicious purpose, either as to BrandForge or any other individual or entity; and (4) use of Your Content as provided in these Terms of Use will not violate any legal rights (tangible or intangible) of any third party.

    • Indemnification.

      You will indemnify, defend, reimburse and hold harmless BrandForge, and each parent company, subsidiary, affiliate, division, officer, director, employee, contractor and agent of BrandForge, for, from and against any and all liabilities, claims and expenses of any type or nature, including costs and attorneys' fees, that arise from the use of the Site, the previous paragraph and the [Independent Contributor Agreement]contributoragreement.

    • Intellectual Property.

      You acknowledge that all content and materials available at the Site other than Your Content (collectively, the "Content") are owned or controlled by BrandForge and protected by national and international copyrights, trademarks, service marks, patents, patent registration rights, trade secrets, know-how or other proprietary rights and laws. You may only use the Site and the Content as expressly permitted in these Terms of Use and for no other purpose. You may download, print or view individual pages at the Site for private, noncommercial use, provided you do not delete, change or otherwise modify any of the Content, including any copyright or trademark notices. You may not use the site for any commercial purpose. Except as authorized by BrandForge in writing on a case by case basis, you will not sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any of the Content. The systematic retrieval of any of the Content to create or compile, directly or indirectly, a collection, compilation, database or directory without the written permission of BrandForge is prohibited. Unless otherwise indicated, all logos, names, package designs and marks on the Site are trademarks or service marks and may not be used without BrandForge's permission.

    • Disclaimer of Warranties.

      YOU AGREE THAT THE SOFTWARE, PRODUCTS AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE, INCLUDING THE CONTENT (COLLECTIVELY, THE "SITE MATERIALS"), ARE PROVIDED ON AN "AS IS/WHERE IS/AS AVAILABLE" BASIS. OTHER THAN THOSE WARRANTIES THAT ARE INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER APPLICABLE LAW, THE SITE MATERIALS ARE PROVIDED FOR YOUR USE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF TITLE AND NON-INFRINGEMENT AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BRANDFORGE DOES NOT MAKE ANY WARRANTY THAT ANY OF THE SITE MATERIALS ARE ACCURATE, RELIABLE OR CORRECT, THAT THE SITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED, THAT THE SITE MATERIALS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT YOU WILL ACHIEVE SUCCESSFUL RESULTS FROM FOLLOWING ANY INSTRUCTIONS, DIRECTIONS OR RECOMMENDATIONS AVAILABLE AT THE SITE.

    • Limitation of Liability.

      UNDER NO CIRCUMSTANCES WILL BRANDFORGE, OR ANY PARENT COMPANY, SUBSIDIARY, AFFILIATE, DIVISION, OFFICER, DIRECTOR, EMPLOYEE, CONTRACTOR OR AGENT OF BRANDFORGE, BE LIABLE FOR ANY DAMAGES OF ANY KIND OR NATURE WHATSOEVER, WHETHER DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHERWISE, THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SITE OR FROM ANY INFORMATION PROVIDED AT THE SITE, INCLUDING THE CONTENT AND YOUR CONTENT. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER BASIS, AND EVEN IF BRANDFORGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    • International Use.

      The Site is intended for use by legal U.S. residents residing within the geographic borders of the United States. If you choose to access the Site from any location other than the United States, you accept full responsibility for compliance with the laws of the jurisdiction where the access occurs. BrandForge makes no representation that the Site or the Site Materials are appropriate or available for use in locations outside the United States. Accessing the Site or using any of the Site Materials from any jurisdiction where access or use is illegal is prohibited.

    • Unauthorized Use and Termination.

      You agree to use the Site only for authorized and legal activities. BrandForge reserves the right, in its sole discretion, to terminate your access to all or part of the Site at any time and for any or no reason.

    • Contact Information.

      Questions concerning these Terms of Use or the Site should be directed to Matt Sanders at msanders@deseretdigital.com.

  • I have read, understand and agree to the Privacy Policy

    (Last revised February 23, 2012)

    General. This website (the "Site") is operated by Deseret Digital Media, Inc. ("Operator"). The following Privacy Statement (the "Statement") supplements the [Terms of Use]/user/tou posted elsewhere at the Site. By using the Site, you agree to be bound by all of the terms, conditions and notices contained or referenced in the Statement or the Terms of Use. You should review the Statement and the Terms of Use from time to time. Operator may change any portion of the Statement or the Terms of Use at any time without notice by posting revisions to the Site. Your continued use of the Site constitutes your acceptance of the revised Statement and the Terms of Use. If you do not accept all of the terms and conditions set forth in the Statement and the Terms of Use, you must exit the Site immediately.

    General. This website (the "Site") is operated by Deseret Digital Media, Inc. ("Operator"). The following Privacy Statement (the "Statement") supplements the [Terms of Use]{@link} posted elsewhere at the Site. By using the Site, you agree to be bound by all of the terms, conditions and notices contained or referenced in the Statement or the Terms of Use. You should review the Statement and the Terms of Use from time to time. Operator may change any portion of the Statement or the Terms of Use at any time without notice by posting revisions to the Site. Your continued use of the Site constitutes your acceptance of the revised Statement and the Terms of Use. If you do not accept all of the terms and conditions set forth in the Statement and the Terms of Use, you must exit the Site immediately.

    What Information is Collected. Operator collects information both actively and passively. For example, Operator will collect information about you that you voluntarily provide on the Site. In addition to information provided directly by you, Operator and third parties with features at the Site may collect aggregate information through the use of "cookies" or by other electronic means. In general, a cookie is a small amount of data sent to your browser from a web server and stored on your computer’s hard drive. With most browsers or other software, you can erase cookies from your computer hard drive, block all cookies or receive a warning before a cookie is stored. You can refer to the instructions for your browser to learn more about these functions. If you choose to reject cookies, the Site likely will not operate as efficiently for you.

    No Information from Children under the Age of 13. Operator does not knowingly collect personal information from children under the age of 13 and does not wish to collect any such information. If Operator becomes aware that it has collected personal information from a child under the age of 13, Operator will delete the information immediately.

    Ownership and Use of Information. Any information collected by Operator in connection with your use of the Site, regardless of whether collected actively or passively, will belong exclusively to Operator and may be used, maintained, updated OR disclosed by Operator as desired in its sole discretion.

    Contact Information. Direct all questions or requests concerning the Statement or the Site to help@deseretconnect.com.