Brand Management 2.0 Terms of Use
BY CLICKING THE “I ACCEPT” BUTTON DISPLAYED AS PART OF THE ORDERING PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE “AGREEMENT”) GOVERNING YOUR USE OF BRAND MANAGEMENT 2.0′S ONLINE SERVICES, INCLUDING OFFLINE COMPONENTS (COLLECTIVELY, THE “SERVICE”). 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 TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST SELECT THE “I DECLINE” BUTTON AND MAY NOT USE THE SERVICE.
Welcome
As part of the Service, Brand Management 2.0 will provide you with use of the Services, including a browser interface, transmission, access and storage. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the Brand Management 2.0 website incorporated by reference herein, including but not limited to Brand Management 2.0′s privacy and security policies.
1. License Grant & Restrictions
Brand Management 2.0 hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Brand Management 2.0 and its licensors.
You may not access the Service if you are a direct competitor of Brand Management 2.0, except with Brand Management 2.0′s prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet “links” to the Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service.
You may use the Service only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.
2. Your Responsibilities
You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify Brand Management 2.0 immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Brand Management 2.0 immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another Brand Management 2.0 user or provide false identity information to gain access to or use the Service.
- You must be 13 years or older to use these services.
- You must be a human. Accounts registered by “bots” or other automated methods are not permitted.
- You must provide your legal full name, a valid email address, and any other information requested in order to complete the signup process.
- You are responsible for maintaining the security of your account and password. Brand Management 2.0 cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
- You may not use the services of Brand Management 2.0 for any illegal or unauthorized purpose.
- You understand that Brand Management 2.0 offers services that connects various service APIs to Amazon S3’s storage service and other third party applications. As such, we can not guarantee the integrity, uptime, or anything else regarding these third party applications or APIs.
- You agree that you will not hold the Brand Management 2.0 liable for failures with the Amazon S3 storage service, any third party application or API.
3. Account Information and Data
Brand Management 2.0 does not own any data, information or material that you submit to the Service in the course of using the Service (“Customer Data”). You, not Brand Management 2.0, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Brand Management 2.0 shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. In the event this Agreement is terminated (other than by reason of your breach), Brand Management 2.0 will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. Brand Management 2.0 reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and Brand Management 2.0 shall have no obligation to maintain or forward any Customer Data.
Upon receipt of payment for Brand Management services, all profiles are owned by the user. The profiles and accounts that are created during the process of our services are not property of Brand Management 2.0. Email addresses that are also created for the verification service are property of the user.
Profile Creation is defined as the registration, verification and final completion of username profiles on social media websites. This includes completing the personal profile information supplied to Brand Management 2.0 for each account to the extent of each site’s capabilities.
Brand Management 2.0 will perform this profile creation process on at least 100 popular social media websites per account within 3 to 5 business days from the time the order is placed.
4. Intellectual Property Ownership by Brand Management 2.0
Brand Management 2.0 alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Brand Management 2.0 Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the Brand Management 2.0 Technology or the Intellectual Property Rights owned by Brand Management 2.0. The Brand Management 2.0 name, the Brand Management 2.0 logo, and the product names associated with the Service are trademarks of Brand Management 2.0 or third parties, and no right or license is granted to use them.
5. Intellectual Property Ownership by Users
Brand Management 2.0 shall not, without prior written permission of the user provide Confidential Information to any third person or entity in any manner other than to persons employed by Brand Management 2.0 to further the activities required by this Agreement.
In the event that Brand Management 2.0 receives a request to disclose all or any part of the confidential information under the terms of a valid and effective subpoena or order issued by a government agency or court of competent jurisdiction, Brand Management 2.0 shall: (i) immediately notify the user, (ii) consult with the user regarding the advisability of taking legal measures to resist or narrow such request (at the user’s expense), and (iii) if disclosure of such information is required, exercise its best efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to such information.
We claim no intellectual property rights over the material you store through our services.
6. Charges and Payment of Fees
You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. The initial charges will be equal to the current number of total User licenses requested times the User license fee currently in effect. Payments must be made annually in advance unless otherwise mutually agreed upon in an Order Form or through the Online Order Center. All payment obligations are non-cancelable and all amounts paid are nonrefundable. You are responsible for paying for all User licenses ordered for the entire License Term, whether or not such User licenses are actively used. You must provide Brand Management 2.0 with a valid credit card as a condition to signing up for the Service. An authorized License Administrator may add licenses by using the Online Order Center. Added licenses will be subject to the following: (i) added licenses will be coterminous with the preexisting License Term (either Initial Term or renewal term); (ii) the license fee for the added licenses will be the then current, generally applicable license fee; and (iii) licenses added in the middle of a billing month will be charged in full for that billing month. Brand Management 2.0 reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail and/or published on its website. All pricing terms are confidential, and you agree not to disclose them to any third party.
7. Excess Data Storage Fees
The maximum disk storage space provided to you depends on your pricing plan. If the amount of disk storage required exceeds these limits, you will be charged the then-current storage fees. Brand Management 2.0 will use reasonable efforts to notify you when the average storage used per license reaches approximately 90% of the maximum; however, any failure by Brand Management 2.0 to so notify you shall not affect your responsibility for such additional storage charges. Brand Management 2.0 reserves the right to establish or modify its general practices and limits relating to storage of Customer Data.
8. Billing and Renewal
Brand Management 2.0 charges and collects in advance for use of the Service. Brand Management 2.0 will automatically renew and bill your credit card or issue an invoice to you each year on the subsequent anniversary or as otherwise mutually agreed upon. The renewal charge will be equal to the then-current number of total User licenses times the license fee in effect during the prior term, unless Brand Management 2.0 has given you at least 30 days prior written notice of a fee increase, which shall be effective upon renewal and thereafter. Fees for other services will be charged on an as-quoted basis. Brand Management 2.0′s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Brand Management 2.0′s income.
You agree to provide Brand Management 2.0 with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, Brand Management 2.0 reserves the right to terminate your access to the Service in addition to any other legal remedies.
If you believe your bill is incorrect, you must contact us in writing within 30 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.
All sales are final. Should you find our products and services to not meet your expectations, please contact us via email to: info@brandmanagement20.com so we may rectify the situation.
Please note that responses to your inquiries many take up to 72 hours. Responses may not occur on holidays or weekends within the United States of America.
Upon acceptance of these terms, you agree not to cause a chargeback for orders placed at www.brandmanagement20.com . Should you cause a chargeback to occur, you will be liable for any all fees incurred by Brand Management 2.0 and your account shall be suspended until this matter is resolved. Brand Management 2.0 reserves the right to charge an additional fee in order to handle chargebacks.
Brand Management 2.0 reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services(or any part thereof) with or without notice.
8. Non-Payment and Suspension
In addition to any other rights granted to Brand Management 2.0 herein, Brand Management 2.0 reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for User licenses during any period of suspension. If you or Brand Management 2.0 initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that Brand Management 2.0 may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.
Brand Management 2.0 reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that Brand Management 2.0 has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent.
9. Termination upon Expiration/Reduction in Number of Licenses
This Agreement commences on the Effective Date. Initial Term will be as you elect during the online subscription process or as otherwise mutually agreed upon in an Order Form. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term (or one year, if the Initial Term is greater than one year) at Brand Management 2.0′s then current fees. Either party may terminate this Agreement or reduce the number of licenses, effective only upon the expiration of the then current License Term, by notifying the other party in writing at least thirty (30) business days prior to the date of the invoice for the following term. In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. In the event this Agreement is terminated (other than by reason of your breach), Brand Management 2.0 will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. You agree and acknowledge that Brand Management 2.0 has no obligation to retain the Customer Data, and may delete such Customer Data, more than 30 days after termination.
10. Termination for Cause
Any breach of your payment obligations or unauthorized use of the Brand Management 2.0 Technology or Service will be deemed a material breach of this Agreement. Brand Management 2.0, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. You agree and acknowledge that Brand Management 2.0 has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within10 days of notice of such breach.
11. Representations & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Brand Management 2.0 represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online Brand Management 2.0 help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.
12. General Terms
- Your use of the Service is at your sole risk. The service is provided on an “as is” and “as available” basis.
- Verbal, physical, written or other abuse (including threats of abuse or retribution) of any Company customer, employee, member, or officer will result in immediate account termination.
- You understand that the technical processing and transmission of the Service, including your Content, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
- The purpose of the Backup Service is for backup of data in case of loss. Links to files stored by the Service may not be placed in the public domain.
- If you place a link to one of your files on a public website, your account will be terminated and you will be billed for any bandwidth used above and beyond the necessary bandwidth to transfer the files for storage.
- You expressly understand and agree that Company shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Company has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the Service; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Service; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the Service; (v) or any other matter relating to the Service.
- The failure of Company to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and Company and govern your use of the Service, superseding any prior agreements between you and Company (including, but not limited to, any prior versions of the Terms of Service).
13. Mutual Indemnification
You shall indemnify and hold Brand Management 2.0, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that Brand Management 2.0 (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Brand Management 2.0 of all liability and such settlement does not affect Brand Management 2.0′s business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.
Brand Management 2.0 shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by Brand Management 2.0 of its representations or warranties; or (iii) a claim arising from breach of this Agreement by Brand Management 2.0; provided that you (a) promptly give written notice of the claim to Brand Management 2.0; (b) give Brand Management 2.0 sole control of the defense and settlement of the claim (provided that Brand Management 2.0 may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to Brand Management 2.0 all available information and assistance; and (d) have not compromised or settled such claim. Brand Management 2.0 shall have no indemnification obligation, and you shall indemnify Brand Management 2.0 pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, hardware or business process(s).
14. Disclaimer of Warranties
BRAND MANAGEMENT 2.0 AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. BRAND MANAGEMENT 2.0 AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY BRAND MANAGEMENT 2.0 AND ITS LICENSORS.
15. Internet Delays and Force Majeure
Brand Management 2.0 shall not be liable for failure or delay in performing its obligations hereunder if such failure or delay is due to circumstances beyond its reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabotage, embargo, fire, flood, strike, snow, or other condition of Nature, or other labor disturbance, breakdown or damage to machinery, equipment or software, malfunctioning of software, corruption of data, interruption of or delay in transportation, acts or omissions of the other party, unavailability of or interruption or delay in telecommunications, web hosting or third party services, failure of third party software or inability to obtain raw materials, equipment, supplies or power used in or needed for rendering services by Brand Management 2.0.
BRAND MANAGEMENT 2.0′S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET, ELECTRONIC COMMUNICATIONS AND SOFTWARE DEVELOPMENT. BRAND MANAGEMENT 2.0 IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
16. Limitation of Liability
IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
17. Additional Rights
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.
18. Modification to Terms
Brand Management 2.0 reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.
19. Assignment; Change in Control
This Agreement may not be assigned by you without the prior written approval of Brand Management 2.0, but may be assigned without your consent by Brand Management 2.0 to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of Brand Management 2.0 directly or indirectly owning or controlling 50% or more of you shall entitle Brand Management 2.0 to terminate this Agreement for cause immediately upon written notice.
20. Jurisdiction and Venue
This agreement shall be governed by the laws of the State of Florida. Any action for breach of this agreement, for enforcement of this agreement, or for any cause of action purported to arise out of this agreement must be commenced in a court of competent jurisdiction in Palm Beach County, Florida.
Questions or Additional Information
If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to info@brandmanagement20.com.
