Terms and Conditions

Between Brand Digital and the Customer

This Agreement governs the use of services provided by Brand Digital to the Customer. It includes the order form, service description, and this user agreement. By signing up or using any service, the Customer agrees to be legally bound by these terms.

1. Acceptable Use Policy (AUP)

  • The Customer must comply with Brand Digital’s Acceptable Use Policy (AUP), which may be updated from time to time.
  • The current AUP can be viewed on Brand Digital’s official website.
  • Brand Digital reserves the right to take corrective action, including suspension or termination of services, in case of any violations.

2. Customer’s Responsibilities

  • The Customer is fully responsible for the quality, accuracy, legality, and performance of all content and services hosted or operated via Brand Digital’s platform.
  • The Customer must:
    • Provide all necessary disclosures.
    • Ensure compatibility with Brand Digital’s hardware, software, and infrastructure.
    • Maintain regular backup copies of content and data.
    • Comply with applicable laws and regulations related to their services.

3. Customer Representations and Warranties

  • The Customer represents and warrants that:
    • They own or have all necessary rights and licenses to the content they provide.
    • Their content and activities will not infringe any intellectual property rights or violate any law.
    • They are solely responsible for the development, operation, and maintenance of their website and associated services.
  • The Customer grants Brand Digital a non-exclusive license to use, reproduce, and distribute Customer content solely for the purpose of providing the services.

4. License to Brand Digital

  • The Customer grants Brand Digital a non-exclusive, royalty-free license to use, reproduce, and distribute their content for the duration of the services.
  • Brand Digital does not claim ownership of the Customer’s content.

5. Brand Digital’s Rights

  • Brand Digital may take corrective measures to:
    • Protect service integrity.
    • Comply with applicable laws.
    • Avoid legal liability.
  • Brand Digital is not liable for loss or damages arising from such actions.

6. Indemnification

  • The Customer agrees to indemnify, defend, and hold harmless Brand Digital and its affiliates from any claims, losses, damages, or expenses arising from:
    • The Customer’s use of the services.
    • Violation of any terms of this agreement.
  • Indemnification obligations remain even after termination of this agreement.

7. Limitation of Liability

  • Brand Digital does not guarantee uninterrupted service, specific uptime, or data integrity over the internet.
  • Brand Digital shall not be held liable for:
    • Unauthorized access.
    • Data loss, corruption, theft, destruction, or disclosure.
  • Neither party shall be liable for indirect, special, incidental, or consequential damages, including lost profits or data.
  • Maximum liability for Brand Digital is limited to the total amount paid by the Customer in the preceding 12 months before any incident.

8. Miscellaneous Provisions

Independent Relationship

  • Brand Digital and the Customer are independent contractors. This agreement does not create a partnership, joint venture, or agency relationship.

Governing Law & Jurisdiction

  • This agreement is governed by the laws of the State of California.
  • Legal actions must be brought in courts located in Los Angeles, California.

Headings

  • Section headings are for reference only and do not affect interpretation.

Entire Agreement

  • This agreement supersedes all prior discussions or agreements.
  • No additional terms apply unless agreed in writing.
  • Brand Digital reserves the right to update these terms at its discretion.

Severability

  • If any provision is found unenforceable, the remaining terms remain in full effect.

Notices

  • All notices must be in writing and considered delivered when:
    • Delivered in person.
    • Mailed via standard post.
    • Sent electronically to the designated email address.

Waiver

  • Failure to enforce any provision does not waive future rights.

Assignment

  • The Customer may not assign this agreement without written consent.
  • Brand Digital may assign its rights without notice.

Limitations of Actions

  • Any legal action related to this agreement must be brought within two years from the date the issue arose.

Counterparts

  • This agreement may be executed in counterparts. If signed electronically, Brand Digital’s records shall serve as official evidence.

Force Majeure

  • Neither party is liable for delays or failure to perform caused by events beyond their reasonable control.

Export Control Compliance

  • The Customer agrees not to export or re-export any restricted items or software in violation of applicable laws and regulations.