brandonn Terms of Service

Last updated: August 21, 2023

THESE BRANDONN TERMS OF SERVICE, TOGETHER WITH ANY APPENDICES AND EXHIBITS INCLUDED HEREIN BY REFERENCE (“TERMS”, “TERMS OF SERVICE”, ALSO REFERRED TO ELSEWHERE AS “AGREEMENT”) GOVERN YOUR USE OF THE SERVICES (AS DEFINED BELOW) PROVIDED BY BRANDONN, INC.AND ITS AFFILIATES AND SUBSIDIARIES (“BRANDONN”, “brandonn” “COMPANY”, “OUR”, “WE” OR “US”), INCLUDING BUT NOT LIMITED TO, ANY TRIAL, BETA SERVICES OR PAID SUBSCRIPTION SERVICES. THE TERMS “YOU”, “YOUR”, AND “USER(S)” ARE USED THROUGHOUT THE AGREEMENT AND HAVE THE SAME MEANING.

By clicking on the “I Accept” button (or any similar button), or by accessing or using the Services, or by otherwise indicating your acceptance of a purchase order, you (a) acknowledge that you have read and understand this Agreement; (b) represent and warrant to us that you have the right, power, and authority to enter into this Agreement and, if entering into this Agreement for an organization, that you have the legal authority to bind that organization; and (c) accept this Agreement and agree that you are legally bound by its terms, and to comply with all laws and regulations that apply to your use of the Services.

Brandonn provides an online AI-powered platform that helps businesses to develop, launch, and manage their marketing operations and advertising campaigns, as detailed on brandonn’s website at https://brandonn.us/ and its subdomains (collectively, “Services”). For the purpose of this Agreement, unless the context otherwise requires, the term “Services” shall also include all Trial, Beta Services, or paid subscription services.

ATTENTION – BRANDONN’S SERVICES PROVIDE TECHNOLOGICAL TOOLS AND YOUR USE OF ANY INFORMATION, DATA, CONTENT, OUTPUTS, OR MATERIALS MADE AVAILABLE OR GENERATED IN CONNECTION WITH THE SERVICES IS ENTIRELY AT YOUR OWN RISK. BRANDONN DOES NOT RENDER ADVISORY SERVICES.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING THE SERVICES. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, PLEASE DO NOT ENTER, CONNECT TO, ACCESS, OR USE THE SERVICES OR OUTPUTS THEREOF.

  1. The Services
    • Subject to the terms and conditions of this Agreement, Company hereby grants you a limited, non-exclusive, non-sublicensable, non-transferable, and revocable license to access and use the Services during the term of this Agreement solely for your internal business operations, in accordance with the terms and conditions herein.
    • You acknowledge that the Services may contain defects, bugs, errors, and other complications that could cause system or other failures and loss (including, but not limited to, data loss). You acknowledge that any use of the Services, and any use of the content, output, results, or materials associated with the Services, is done entirely at your own risk.
    • Use Restrictions. You may not and you shall not permit anyone else to (i) copy, modify, distribute, publicly display, transfer or create derivative works of, adapt, emulate, translate, reverse engineer, compile, decompile, disassemble or reproduce the Services, or any parts thereof, for any purpose, (ii) remove or delete any and all copyright notices, restrictions and signs indicating proprietary rights of Company and/or its licensors, including copyright mark [©] or trademark [® or ™] contained in or accompanying the Services, (iii) create a browser or border environment around the Services, link, including in-line linking, to elements on the Services, such as images, posters and videos, and/or frame or mirror any part thereof or use the Services as a services bureau or otherwise to provide services which are in essence similar to the Services to third parties; (iv) transmit, distribute, display or otherwise make available through or in connection with the Services any content, in a manner which infringes third party rights, including intellectual property rights and privacy rights, or which may contain any unlawful content; (v) transmit or otherwise make available in connection with use of the Services any malware or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component, or transmitting spam, chain letters, or other unsolicited email; (vi) interfere with or disrupt the operation of the Services, or the servers or networks that host them or make the Services available; (vii) use the Services, the content therein, or any part thereof for or in connection with any illegal conduct; (viii) access and/or use the Company’s services, or any component thereof or content therein in order to build a competitive product or service; (ix) publish or disclose to any third party any technical features, quality, performance or benchmark test, or comparative analyses relating to the Services; (x) bypass any measures which are used to prevent, control or restrict access to the Services and/or certain functionalities therein; (xi) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (xii) using the Services for any commercial solicitation purposes;(xiii) infringe or violate this Agreement.
    • Modification of the Services. The Company may continuously update the Services with new capabilities or offerings or replace and/or discontinue some of the capabilities. You acknowledge and agree that some of the features and capabilities may be experimental and/or offered in limited versions or limited locations. In addition, the Company may at any time, in its sole discretion, add or remove supported features and/or capabilities from the Services. Your sole remedy in the event of such changes shall be to cease the use of the Services.
  2. Trial and Beta Services
    • Trial. From time to time, brandonn may offer free or trial versions of the Services and/or functions thereof (“Trial”). With respect to each such Trial, brandonn will make the applicable Trial available to you free of charge as set forth in each applicable purchase order.
    • Beta Services. From time to time, brandonn may make versions of the Services that are under development (“Beta Services”) available to you under applicable orders. You may access such Beta Services at your sole risk. Beta Services are intended for testing purposes only and may be subject to additional terms or Subscription Fees that will be presented to you at the time of sign-up. Brandonn is not obligated to provide you with support for the Beta Services or correct any bugs, defects, or errors in the Beta Services. Brandonn may discontinue, suspend, or remove Beta Services (including any User Data stored as part of the Beta Services) or your access thereto at any time in its sole discretion and may never make them generally available. You understand that any information you obtain regarding Beta Services is brandonn’s Confidential Information, and you agree not to disclose such information except as provided herein, and to only use such information in connection with your use of Beta Services.
    • With respect to each such Trial or Beta Service, brandonn will make each such subscription plan to Trial/Beta Service available to you until the earlier of (a) the end of the subscription term for the Trial or Beta Services (if applicable); (b) the start date of your subscription term for the paid Services version of such Trial or Beta Service; or (c) termination of the Trial/Beta Services by brandonn in its sole discretion.
    • Subject to applicable law, at any time and without notice, the Company reserves the right to modify, cancel or limit any and all the Trial and/or Beta Services or any applicable terms with respect thereof. The right to access and use Trial and/or Beta Services is not guaranteed for any period of time and brandonn reserves the right, in its sole discretion, to (i) limit or terminate the use of or access to Trial and/or Beta Services or any part thereof; or (ii) reduce, change or deprecate the functionality of the Trial and/or Beta Services. Without derogating from other restrictions set forth under these Terms of Use, and unless otherwise expressly permitted by brandonn with respect to a specific Trial(s) and/or Beta Services, the access and use of the Trial or Beta Services is permitted solely for your internal use and may not be used for any other purposes. NOTWITHSTANDING ANYTHING TO THE CONTRARY, TRIALS AND BETA SERVICES ARE PROVIDED “AS IS” WITHOUT ANY SERVICE, SUPPORT, INDEMNITY, LIABILITY, OR REMEDY OF ANY KIND.
  3. Account; Subscription Fee
    • Account Registration. In order to use the Services, you may be required to register and open an account through brandonn’s website or as otherwise directed by brandonn (the “Account”). To complete your Account registration, we will require certain information which will include your name, organization name, e-mail, information regarding your business and marketing operations, and password as well as your consent for the Company to receive and process your User Data (as defined below).
    • Account Security. You are responsible for maintaining the confidentiality of the login credentials of the Account and for all activities that occur under your Account. You agree not to disclose your login credentials to any third party, and you are responsible for any use or misuse performed through your Account (including by any third party). We reserve the right to temporarily suspend or permanently terminate your Account if we determine that you or anyone on your behalf is using your Account in a manner that violates these Terms of Use.
    • Orders. Your use of any particular Service is subject to the existence of a valid purchase order, which is not binding until approved by us. Orders created by you through your Account are deemed accepted when we provide you with access to the Service you selected.
    • Billing; Subscription Fee. Unless otherwise instructed by the Company, to use the Services, you must have Internet access, and pay the applicable subscription fee (“Subscription Fee”). In order to access those Services for which we require a Subscription Fee, you will be required to provide us with your credit card information or other approved method of payment (“Payment Method”). You are authorizing us to charge your Payment Method on a monthly, annual, or pay-as-you-go basis, or as otherwise applicable for the fees associated with the Services that you sign up for or consume in accordance with each applicable order. If the applicable Subscription Fee payment is not successfully settled, we may suspend your access to the Services. To the extent permitted by applicable law, payments are non-refundable, and we do not provide refunds or credits for any partial subscription membership periods or unused Services. We may change the subscription plans and the Subscription Fee from time to time, in our sole discretion, provided that brandonn gives you at least 30 days prior notice of such changes. Unless otherwise specified in such notice to you, any changes to such fees will take effect in the billing period immediately following our notice to you.
    • Subscription Term. The Services are provided to you on a subscription basis for the length of time specified for the Services plan you have ordered, including the terms, pricing, limits, volume or other measurement or conditions of permitted use by you for the Services, and any applicable terms and conditions agreed or referenced in the applicable purchase order.
    • Unless otherwise specified, all of your subscriptions for the Services will automatically renew for periods equal to your initial subscription term, and you will be charged at brandonn’s then-current rates unless you cancel your subscription for the Services through the Account prior to your next scheduled billing date.
    • Taxes. Unless otherwise stated, payments to the Company do not include any taxes, levies, duties, or similar governmental charges, including value-added, sales, use, or withholding taxes assessable by any local, state, or foreign jurisdiction (collectively “Taxes”). You are responsible for paying Taxes, except for payment of any taxes based on or related to the Company’s income, property, or payroll.
  4. Ownership

User Property.

    • The User shall retain ownership of all its User Data and any User Content (as defined below) generated by the User’s use of the Services.
    • For the purposes of this Agreement, (i) the term “User Data” means any content, data, and information, including business information, that is submitted, transmitted, or otherwise made available on the Services by or on behalf of the User; and (ii) the term “User Content” means any output, deliverables, reproductions, and other derivative works generated by your use of the Services as expressly permitted hereunder which are derived from your User Data.
    • You acknowledge and agree that you (and not the Company) have sole control over which data and information is provided or made available to the Company. By submitting or otherwise making available any User Data on or through the Services, you expressly grant to brandonn a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, distribute, publicly perform, publicly display, and make derivative works of all such User Data, and User Content in whole or in part, and in any form and media, for use in connection with the provision of the Services and brandonn’s research and development activities (including, without limitation, modifying, improving, and enhancing artificial intelligence models).
    • In connection with your User Data, you affirm, represent, warrant, and covenant the following: (i) You have the full right, permissions, and consent to use and share any data and information you make available to us through the Services; (ii) the User Data and brandonn’s use thereof in accordance with this Agreement and the Services will not violate any law or infringe any rights of any third party, including but not limited to any intellectual property rights and privacy rights; and (iii) the User Data will not include any materials, information, or content that are unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically, or otherwise objectionable; promoting or containing materials that are sexually explicit, violent, offensive, or otherwise libelous; and/or illegal content or content in furtherance of illegal activities; or containing any spyware, hardware or other security threats. The Company may suspend your Account if it determines, in its sole discretion, that any User Data violates any of the aforesaid.
    • While brandonn is not obligated to screen or monitor any User Content, in real-time or otherwise, brandonn reserves the right to review and delete or prevent the delivery of any User Content that, in its judgment, violates these Terms of Service or any applicable law or regulation, or is otherwise objectionable.
    • Brandonn has no responsibility and assumes no liability for any User Data that you or any other user or third party makes available over the Services, nor for the User Content generated therefrom. You shall be solely responsible for your User Data and the User Content generated therefrom.

brandonn IP.

    • As between you and brandonn, brandonn owns all rights in and to the Services, the platform, and brandonn’s Confidential Information (as defined below), including data models, architecture, analysis methods, techniques and tools, modifications, enhancements, software, images, text, graphics, images, photographs, audio, videos, and music, derivatives, substitutes, or emulations of the aforementioned and any intellectual property rights therein, (“brandonn IP”). For the avoidance of doubt, brandonn’s IP does not include User Data and User Content. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such brandonn IP.
    • In the event that Users provide the Company with any suggestions, comments, or other feedback relating to Company’s services (collectively, “Feedback”), such Feedback will be deemed as the sole and exclusive property of the Company and you hereby irrevocably assign to Company all of your rights, title and interest in and to all Feedback, if any, and waive any moral rights you may have in such Feedback. Without derogating from the foregoing, you hereby represent and warrant that you shall not provide any Feedback which is subject to any third-party rights or any limitations.
  1. Third Party Components.

The Services may use or include third parties’ products, services, software, files, and components that are subject to third-party license terms (“Third Party Components”). Your right to use such Third Party Components as part of, or in connection with, the Services is subject to any applicable acknowledgments and license terms accompanying such Third Party Components, contained therein or related thereto. If there is a conflict between the licensing terms of such Third Party Components and these Terms of Use, the licensing terms of the Third Party Components shall prevail only in connection with the related Third Party Components. Brandonn disclaims all liability related to any Third Party Components utilized in the Services. You acknowledge that we are not responsible for the products and services provided by such third parties, that the Company is not the author or owner of any Third Party Components, and that Company makes no warranties or representations express or implied, as to the quality, capabilities, operations, performance or suitability of Third Party Components.

  1. Confidentiality

Either party (a “Disclosing Party”) may disclose or make available to the other party (a “Receiving Party”) certain confidential information regarding its technology, operations, and business (“Confidential Information”). Receiving Party agrees to use the best reasonable industry measures to protect the confidentiality and not disclose the Confidential Information to any third party or use any Confidential Information except as required to provide or use the Services in the scope of the parties’ engagement hereunder. Confidential Information shall not include information that Receiving Party can show by written evidence (a) was already lawfully known to or independently developed by Receiving Party without access to or use of Confidential Information; (b) was received by Receiving Party from any third party without restrictions; (c) is publicly and generally available, free of confidentiality restrictions. Receiving Party shall not be prevented from disclosing Confidential Information pursuant to a binding court order or similar binding legal requirement for disclosure, provided that Receiving Party provides Disclosing Party with prompt notice of such requirement and cooperate in order to minimize such requirement. Receiving Party shall restrict disclosure of Confidential Information to those of its employees with a reasonable need to know such information and who are bound by written confidentiality obligations no less restrictive than those set out herein.

  1. Privacy Policy
    • brandonn’s Privacy Policy. We respect the privacy of our users and are committed to protecting the personal information included in the User Data you share with us or that we collect in connection with your use of the Services. In the scope of the provision of the Services, certain personal data included in the User Data may be collected, processed, stored, and analyzed, as detailed in our Privacy Policy available at our website, and in these Terms of Service. By accessing, using, and providing information to or through the Services, you acknowledge that you have reviewed and accepted our Privacy Policy, and you consent to all actions taken by us with respect to your information in compliance with the then-current version of our Privacy Policy.
    • Privacy and Data Protection. User shall comply with all privacy and data protection laws. User hereby warrants and represents to Company that: (i) User is the sole and exclusive owner of the User Data, or otherwise has the full right, authority and license to use, utilize and license the User Data or any part thereof to the Company; (ii) the User Data does not infringe upon or otherwise violate any rights of any third party, and User has not received notice, claim or suit alleging that the User Data or any part thereof infringes or violates the rights of any third party; and (iii) User has provided all sufficient notices and required disclosures and has obtained all necessary or advisable consents required from any third-party and otherwise has all right and authority to share the Personal Information included therein with the Company and its affiliates, licensors, service providers and partners, and to permit the Company to make any and all uses as otherwise contemplated under these Terms of Service and in accordance with applicable laws. User acknowledges and agrees: (a) that Company shall have no responsibility for the accuracy, quality, integrity, legality, reliability, or ownership of the User Data; (b) to remain at all times fully responsible for all activities that occur in connection with User’s use of any User Data; (c) that the User Data does not contain any of its confidential or trade secret information; and (d) that, in the event that User provides any third-party data and information, User has obtained all necessary and advisable consents to do so.
    • Anonymous Cumulative Information. Without derogating from the foregoing, you hereby grant the Company a perpetual, irrevocable, non-exclusive, worldwide, royalty-free right and license to use information and data made available through the Services, that has been anonymized and that cannot be used to identify or otherwise understood to be related to you or to the organization with which your account is associated with or third party, for the purpose of internal research or otherwise improving or enhancing the Services (or any part thereof).
  2. ServicesAvailability

The Services’ availability and functionality depend on various factors, such as communication networks, software, hardware, and Company’s service providers and contractors. The Company will make all reasonable efforts to have the Services materially available. Notwithstanding the foregoing, Company does not warrant or guarantee that the Services will operate and/or be available at all times without disruption or interruption, or that it will be immune from unauthorized access or will otherwise be error-free.

  1. User Warranties and Representations

The User shall be solely responsible for all conclusions, decisions, recommendations, advice, guidance, or instructions given based on the User’s use of the Services and shall be solely and fully responsible for any loss, injury, or damages incurred as a result or in connection with any decision made or action taken or not taken in reliance on such information or analytics made available through the Services. Nothing in these Terms shall be deemed to delegate or assign to brandonn, or to cause or obligate brandonn to assume any duty or obligation (including, without limitation, under any law or regulation) to any of your personnel, customers, or end-users. The User acknowledges and agrees that the use of any content, information, data, materials, or insights generated or made available through the Services is entirely at its own risk.

  1. Disclaimer of Warranties
    • THE COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, THE INABILITY TO USE OR OPERATE, OR THE RESULTS OF THE USE OR OPERATION OF THE SERVICES. THE SERVICES, INCLUDING WITHOUT LIMITATION ANY CONTENT, MATERIALS, DATA, OR INFORMATION MADE AVAILABLE THERETHROUGH OR RELATED THERETO, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. COMPANY AND ITS AFFILIATES, INCLUDING ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS, AGENTS, PARENT COMPANIES, SUBSIDIARIES, AND OTHER AFFILIATES (COLLECTIVELY, “COMPANY AFFILIATES”), JOINTLY AND SEVERALLY, DISCLAIM AND MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE USABILITY, ACCURACY, QUALITY, AVAILABILITY, RELIABILITY, SUITABILITY, COMPLETENESS, LEGALITY, TRUTHFULNESS, USEFULNESS, OR EFFECTIVENESS OF THE SERVICES AND OF ANY CONTENT, DATA, RESULTS, OR INFORMATION AVAILABLE, OBTAINED OR GENERATED IN CONNECTION WITH YOUR OR ANY USER’S USE OF THE SERVICES.
    • THE COMPANY DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES IS OR WILL BE SECURE, ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERROR, OR FREE OF HARMFUL COMPONENTS, OR OTHER PROGRAM LIMITATIONS. YOU AGREE AND ACKNOWLEDGE THAT THE USE OF THE SERVICES IS ENTIRELY, OR OTHERWISE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AT YOUR OWN RISK.
  2. Indemnification

YOU RELEASE, AND AGREE, AT YOUR OWN EXPENSE, TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES, FROM ALL LIABILITIES, CLAIMS, ALLEGED CLAIMS, LOSS, AND DAMAGES (OF EVERY KIND, WHETHER KNOWN OR UNKNOWN AND SUSPECTED OR UNSUSPECTED), AND INCLUDING REASONABLE ATTORNEY’S FEES RELATED IN ANY WAY TO: (I) YOUR BREACH OF THESE TERMS OF SERVICE, (II) ANY USER DATA YOU PROVIDED TO THE SERVICES NOT IN ACCORDANCE WITH THE AGREEMENT; (III) ANY PARTY WITH REGARD TO YOUR USE OF ANY CONTENT, INFORMATION, DATA, MATERIALS, OR INSIGHTS GENERATED OR MADE AVAILABLE THROUGH THE SERVICES. WE WILL PROVIDE YOU WITH WRITTEN NOTICE OF SUCH CLAIM, SUIT, OR ACTION AND WE WILL ALLOW YOU TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU HEREUNDER AS LONG AS YOU CONDUCT SUCH DEFENSE DILIGENTLY.

  1. Limitation of Liability
    • EXCEPT WITH RESPECT TO DAMAGES ARISING FROM THE COMPANY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AND EXCEPT WHERE PROHIBITED BY LAW, IN NO EVENT SHALL THE COMPANY AND/OR ANY OF THE COMPANY AFFILIATES BE LIABLE FOR ANY DAMAGES, INCLUDING DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, RESULTING FROM OR ARISING OUT OF THE SERVICES, USE OR INABILITY TO USE THE SERVICES, FAILURE OF THE SERVICES TO PERFORM AS EXPECTED, LOSS OF GOODWILL, LOSS OF DATA OR PROFITS, THE PERFORMANCE OR FAILURE OF COMPANY TO PERFORM UNDER THESE TERMS, AND ANY OTHER ACT OR OMISSION OF COMPANY BY ANY OTHER CAUSE WHATSOEVER, INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM THE CONDUCT OF ANY USERS.
    • IF, NOTWITHSTANDING THE OTHER PROVISIONS OF THESE TERMS, THE COMPANY IS FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH YOUR USE OF THE SERVICES, THE COMPANY’S LIABILITY SHALL IN NO EVENT EXCEED THE FEES PAID BY YOU TO COMPANY UNDER APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE, AND IF NO FEES WERE CHARGED, THEN COMPANY’S LIABILITY SHALL NOT EXCEED $1,000 USD. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS OF LIABILITY, SO THE FOREGOING LIMITATION MAY NOT APPLY TO YOU. IN ANY CASE, NO ACTION MAY BE BROUGHT BY YOU IN CONNECTION WITH THE SERVICES MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION.
    • THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS IN THIS SECTION SHALL APPLY TO ALL CLAIMS FOR DAMAGES, WHETHER BASED ON AN ACTION OF CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, TORT, OR OTHERWISE. YOU HEREBY ACKNOWLEDGE AND AGREE THAT THESE LIMITATIONS OF LIABILITY ARE AGREED ALLOCATIONS OF RISK CONSTITUTING IN PART THE CONSIDERATION FOR THE COMPANY’S PROVISION OF THE SERVICES TO YOU, AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND EVEN IF COMPANY AND/OR ANY COMPANY AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES AND/OR DAMAGES.
  2. Amendments to these Terms 

Company may change these Terms from time to time, at its sole discretion and without any notice. We will notify you regarding substantial changes to these Terms on the homepage of our website, and/or we will send you notifications regarding such changes to the e-mail address you made available to the Company as part of your registration to the Services. Such substantial changes will take effect seven (7) days after such notice was provided on our Website or sent via email. Otherwise, all other changes to these Terms are effective as of the stated “Last Revised” date and your continued use of the Services after the Last Revised date will constitute acceptance of, and agreement to be bound by, those changes.

  1. General
    • Relationship of the Parties. These Terms do not, and shall not be construed to create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto.
    • Governing Law and Jurisdiction. Any claim relating to the use of the Services will be governed by and interpreted in accordance with the laws of the State of New York, U.S.A, without reference to its conflict-of-laws principles. Any dispute arising out of or related to your use of the Services will be brought in, and you hereby consent to the exclusive jurisdiction and venue in, the competent courts of New York, NY.
    • Assignment. You may not assign, sublicense, or otherwise transfer any or all of your rights or obligations under these Terms, without the Company’s prior express written consent. We may assign our rights and/or obligations hereunder and/or transfer ownership rights in the Platform and Services (or any part thereof) to a third party without your consent or providing any prior notice.
    • Severability. If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provision.
    • No Waiver. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default.
    • Without limitation, you agree that a printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

 

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