Please read this Agreement carefully before accessing or using the Website or purchasing products or services from Branding Innovation. By accessing or using any part of the website or purchasing products or services from Branding Innovation, you agree to become bound by the terms and conditions of this agreement. If you do not agree to all the terms and conditions of this agreement, then you may not access the Website or use any products or services. By accepting or otherwise agreeing to these Payment Terms and Conditions, you acknowledge that you have read, understood and accept to be bound by these Payment Terms and Conditions. If you do not agree to these Payment Terms and Conditions (or if you do not have the right to bind the company or other business entity you are representing), you are not permitted to access or use the Payment Service, and you should not accept these Payment Terms and Conditions. If these terms and conditions are considered an offer by Branding Innovation, acceptance is expressly limited to these terms.
The Website is available only to individuals who are at least 13 years old.
Affiliation with Third Parties. Branding Innovation provides a convenient location for businesses to manage their online reputation. In doing so, it provides links to and descriptions of numerous third-party review platforms such as Google, Facebook, and Yelp. Branding Innovation is not affiliated with or endorsed by any of these third parties, nor is it in a joint venture relationship or partnership with any of these third parties. Such third-parties are not associated in any way with the Branding Innovation Website or services. To the extent Branding Innovation uses any tradenames or trademarks associated with such third-parties, it does so solely to identify those companies and their services. Branding Innovation makes no claim as to ownership of such third-party trademarks.
Your Branding Innovation Account and Page. If you create a page on the Website, you are solely responsible for maintaining the security of your account and page, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the page. You must not describe or assign keywords to your page in a misleading or unlawful manner, including in a manner intended to trade on the name or reputation of others, and Branding Innovation may change or remove any description or keyword that it considers inappropriate or unlawful, or otherwise likely to cause Branding Innovation liability. You must immediately notify Branding Innovation of any unauthorized uses of your page, your account or any other breaches of security. Branding Innovation will not be liable for any acts or omissions by You, including any damages of any kind incurred as a result of such acts or omissions.
Responsibility of Contributors. If you operate a page, comment on a page, post material to the Website, post links on the Website, or otherwise make (or allow any third party to make) material available by means of the Website (any such material, “Content”), you are entirely responsible for the content of, and any harm resulting from, that Content. That is the case regardless of whether the Content in question constitutes text, graphics, an audio file, or computer software. By making Content available, you represent and warrant that:
your actions and the Content comply with the terms of service of any third party websites with which you interact; for example, many review sites such as Yelp and Google strictly limit or prohibit the practice of offering incentives to customers in exchange for reviews;
the downloading, copying and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;
if your employer has rights to intellectual property you create, you have either (i) received permission from your employer to post or make available the Content, including but not limited to any software, or (ii) secured from your employer a waiver as to all rights in or to the Content;
you have fully complied with any third-party licenses relating to the Content, and have done all things necessary to successfully pass through to end users any required terms;
the Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;
the Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);
the Content is not pornographic, does not contain threats or incite violence, and does not violate the privacy or publicity rights of any third party;
your page is not getting advertised via unwanted electronic messages such as spam links on newsgroups, email lists, other pages and web sites, and similar unsolicited promotional methods;
your page is not named in a manner that misleads your readers into thinking that you are another person or company. For example, your page’s URL or name is not the name of a person other than yourself or company other than your own; and
you have, in the case of Content that includes computer code, accurately categorized and/or described the type, nature, uses and effects of the materials, whether requested to do so by Branding Innovation or otherwise.
By submitting Content to Branding Innovation for inclusion on your page, you grant Branding Innovation a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content in connection with the operation and promotion of the Website. You also hereby expressly grant Branding Innovation a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish your business name and related trademarks in connection with the operation and promotion of the Website. If you delete Content, Branding Innovation will use reasonable efforts to remove it from the Website, but you acknowledge that caching or references to the Content may not be made unavailable.
Without limiting any of those representations or warranties, Branding Innovation has the right (though not the obligation) to, in Branding Innovation’s sole discretion (i) refuse or remove any Content that, in Branding Innovation’s reasonable opinion, violates any Branding Innovation policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of the Website to any individual or entity for any reason, in Branding Innovation’s sole discretion. Branding Innovation will have no obligation to provide a refund of any amounts previously paid.
You agree to indemnify, defend, and hold harmless Branding Innovation, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, arising out of or related to your Content, including but not limited to your violation of this Agreement and/or any of the warranties contained herein. You further agree that Branding Innovation assumes no responsibility for your Content.
Payment and Renewal.
Without waiving any other rights or remedies and without liability to Customer, Branding Innovation may refuse to transfer any and all products and/or services to customer until all overdue amounts are paid in full. Branding Innovation shall be entitled to all reasonable legal and attorney fees and associated costs of collecting overdue amounts. If in Branding Innovation’s sole judgment Customer’s financial condition does not justify the terms of payment specified herein, Branding Innovation may cancel this contract unless Customer shall immediately pay for all products and services which have been delivered.
Optional paid services such as extra features, print services, or domain purchases are available on the Website (any such services, an “Upgrade”). By selecting an Upgrade you agree to pay Branding Innovation the one-time fee, monthly or annual subscription fees indicated for that service. Payments will be charged on a pre-pay basis on the day you sign up for an Upgrade and will cover the use of that service for a monthly or annual subscription period as indicated. Upgrade fees are not refundable.
Unless you notify Branding Innovation before the end of the applicable subscription period that you want to cancel an Upgrade, your Upgrade subscription will automatically renew and you authorize us to collect the then-applicable annual or monthly subscription fee for such Upgrade (as well as any taxes) using any credit card or other payment mechanism we have on record for you. Upgrades can be canceled at any time in the Upgrades section of your site’s dashboard.
Responsibility of Website Visitors. The Website may display, include, or make available third-party content (including data, information, applications, and other products services and/or materials) (“Third Party Materials”) that is owned and controlled by third parties such as Branding Innovation’s customers and third-party review platforms. Branding Innovation has not reviewed, and cannot review, all Third Party Materials. You acknowledge and agree that Branding Innovation is not responsible for Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Branding Innovation does not assume and will not have any liability or responsibility to you or any other person or entity for any Third Party Materials. Third Party Materials and links thereto are provided solely as a convenience to you and you access and use them at entirely at your own risk and subject to such third parties’ terms and conditions. You are solely responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. Branding Innovation disclaims any responsibility for any harm resulting from the use by visitors of the Website, or from any downloading by those visitors of content there posted.
Content Posted on Other Websites. We have not reviewed, and cannot review, all of the material, including computer software, made available through the websites and webpages to which Branding Innovation links, and that link to Branding Innovation. Branding Innovation does not have any control over those non-Branding Innovation websites and webpages, and is not responsible for their contents or their use. By linking to a non-Branding Innovation website or webpage, Branding Innovation does not represent or imply that it endorses such website or webpage. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. Branding Innovation disclaims any responsibility for any harm resulting from your use of non-Branding Innovation websites and webpages. Such websites and webpages may be subject to different Terms of Service and Privacy Policies than those that govern your use of the Website.
Copyright Infringement and DMCA Policy. As Branding Innovation asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on or linked to by Branding Innovation violates your copyright, you are encouraged to notify Branding Innovation in accordance with Branding Innovation’s Digital Millennium Copyright Act (“DMCA”) Notice. Branding Innovation will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. Branding Innovation will terminate a visitor’s access to and use of the Website if, under appropriate circumstances, the visitor is determined to be a repeat infringer of the copyrights or other intellectual property rights of Branding Innovation or others. In the case of such termination, Branding Innovation will have no obligation to provide a refund of any amounts previously paid to Branding Innovation.
Intellectual Property. This Agreement does not transfer from Branding Innovation to you any Branding Innovation intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with Branding Innovation. Branding Innovation, the Branding Innovation logo, and all other trademarks, service marks, graphics and logos used to identify Branding Innovation or the Website are trademarks or registered trademarks of Branding Innovation or Branding Innovation’s licensors. Other trademarks, service marks, graphics and logos used on the Website may be the trademarks of other third parties. Your use of the Website grants you no right or license to reproduce or otherwise use any Branding Innovation or third-party trademarks. All trademarks and trade names are the property of their respective owners.
Advertisements. Branding Innovation reserves the right to display advertisements on your page without any payment or any other consideration to you.
Attribution. Branding Innovation reserves the right to display attribution links such as ‘Powered by Branding Innovation,’ theme author, and font and image attribution in your page. Some footer credits, as determined by Branding Innovation at its sole discretion, may not be removed regardless of upgrades purchased.
Domain Names. If you are registering a domain name, using or transferring a previously registered domain name, you acknowledge and agree that use of the domain name is also subject to the policies of the Internet Corporation for Assigned Names and Numbers (“ICANN”), including their Registration Rights and Responsibilities.
Changes. Branding Innovation reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Website following the posting of any changes to this Agreement constitutes acceptance of those changes. Branding Innovation may also, in the future, offer new services and/or features through the Website (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.
Termination. Branding Innovation may terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate this Agreement or your Branding Innovation account (if you have one), you may simply discontinue using the Website or contact Branding Innovation customer service. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability. Upon termination: (i) all rights granted to you under this Agreement will terminate immediately; and (ii) you must cease all use of the Website. Termination will not limit any of Branding Innovation’s rights or remedies at law or in equity.
Disclaimer of Warranties. The Website is provided “as is”. Branding Innovation and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Branding Innovation nor its suppliers and licensors, makes any warranty that the Website will be error free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or services through, the Website at your own discretion and risk.
Limitation of Liability.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL BRANDING INNOVATION OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR — USE OF OR INABILITY TO — USE THE WEBSITE OR THE CONTENT FOR: (i) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES; OR (ii) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO BRANDING INNOVATION DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE CA– USE OF ACTION.
THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR BRANDING INNOVATION WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
General Indemnification. You agree to indemnify, defend, and hold harmless Branding Innovation, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, arising out of your use or misuse of the Website, including but not limited to your violation of this Agreement and/or any of the warranties contained herein.
Miscellaneous. This Agreement constitutes the entire agreement between Branding Innovation and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of Branding Innovation, or by the posting by Branding Innovation of a revised version. Except to the extent applicable law, if any, provides otherwise, this Agreement, any access to or use of the Website will be governed by the laws of the state of New Jersey, U.S.A., excluding its conflict of law provisions, and the proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in San Diego, CA. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by three arbitrators appointed in accordance with such Rules. The arbitration shall take place in San Diego, CA, in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys’ fees. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; Branding Innovation may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.