Brand Networks, LLC 

Welcome to the Brand Networks website and proprietary software platform (collectively, the “Service”), made available to the authorized employees or agents of client or partner who has engaged us to perform the Service on their behalf (the “Client”). Every time users (“Users,” “you” or “your”) visit or use features of the Service, you agree to be bound by the following Terms of Use (“Terms”). These Terms outline your rights, obligations and restrictions regarding your use of the Service, please read them carefully. If you do not agree to be bound by the Terms and all applicable laws, you should discontinue use of the Service immediately. Your use of the Service may also be subject to a separate written master services agreement (the “MSA”) between Brand Networks and the Client. In the event of any conflicting terms, the MSA terms shall prevail over these Terms.

These Terms do not apply to the practices of the Clients for whom we provide the Services, nor does it apply to those third-party advertising systems, exchanges, networks or websites that Brand Networks has a relationship with, including but not confined to Facebook, Twitter, LinkedIn, Instagram and Pinterest (the “Inventory Partners”) or of other companies or individuals that Brand Networks does not own, employ, manage or control.

In addition to these Terms, we have adopted the Brand Networks Privacy Policy (“Privacy Policy”). Please read our Privacy Policy carefully for information relating to our collection, use, and disclosure of your personal information.

Brand Networks may modify the Terms from time to time and each modification will be effective when it is posted on the Service. We will notify you of substantive modifications to these Terms the first time you access the Service following any such modification, and you agree to be bound to any changes to the Terms through your continued use of the Service.

User Eligibility

You must be at least 18 years old to use this Service. This Service is intended for use by individuals 18 years of age or older. Use of the Service by any user shall be deemed to be a representation that the user is 18 years of age or older and is not currently restricted from the Service, or not otherwise prohibited from having an Brand Networks account. You also represent and warrant that you have full power and authority to agree to these Terms and doing so will not violate any other agreement to which you are a party.

Creating an Account

You must provide certain personal information such as your full name, email address and phone number to create an account (your “Account”) that you can use to make purchases on and use the Service. Please refer to our Privacy Policy for information about how we protect your personal information.

You are responsible for ensuring that any personal information you provide is accurate and up to date. Brand Networks reserves the right to verify the accuracy of the information you provide at any time. You are responsible for creating a username and a secure password and protecting your Account from unauthorized access. You agree to notify Brand Networks immediately if you believe your user identification, password or other identifying information has been lost, stolen or otherwise compromised. You will be held responsible for any activity that occurs under your Account. You also acknowledge and agree that you are solely responsible for all damages or claims that may arise from any access to or use of this Service by any person to whom you have provided your user identification, password or other identifying information, or by any person who has obtained such information from you, including, but not limited to, any access to or use of this Service that may occur after you have notified us that your user identification, password or other identifying information has been lost, stolen or otherwise compromised.

Adding Content

Once you have an Account, you can use the Service and may upload content, posts, videos, photographs, images, artwork, graphics, audio clips, comments, data, text, software, scripts, projects, other material and information, and associated trademarks and copyrightable works (such data, information and content, “Content”). By uploading Content to Brand Networks, you acknowledge and agree to the following terms and our Privacy Policy. You should only upload Content if you are comfortable with these terms:

  • Content may be visible to other authorized users or agents linked to the Client.
  • You will provide accurate Content. Content that is inaccurate, offensive, indecent, inaccurate, objectionable, or otherwise inappropriate may be flagged and removed without notice.
  • All content posted on the Service must comply with all applicable laws (including, without limitation, U.S. copyright law). You represent and warrant that (i) you or the Client own or otherwise possess all rights to use the Content you upload; (ii) you have the permission to use the name and likeness of each identifiable individual person and to use such individual’s identifying or personal information; (iii) you are authorized to grant all of the rights described in these Terms; and (iv) the use of your Content as contemplated by these Terms will not infringe or violate any intellectual property, privacy, publicity, contract or other rights of any person or entity. If you do not have the right to submit Content for such use, it may subject you to liability.
  • You will be held solely responsible and liable for your Content and conduct on the Service. Brand Networks will not be responsible or liable for any use of your Content by Brand Networks in accordance with these Terms. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any Content that you submit.
  • Brand Networks will not substantively modify Content without your prior written consent. However, your Content may be modified or adapted (for example, photos may be cropped) in order to meet design and technical requirements of the Service or for any other reason. You are responsible for retaining original copies of your Content.
  • You understand that any Content you upload may be subject to a nonexclusive, royalty-free, nontransferable, worldwide license to reproduce, market, display, publish, perform, distribute and transmit Content to Inventory Partners solely as necessary in order for Brand Networks to fulfill its obligations under the applicable MSA.

Guidelines, Rights and Remedies

Permitted Use of the Service

Users may not modify the Service, or any portion of it, except with express written consent of Brand Networks.

You agree that you will not use or attempt to use this Service for any purpose other than for the purposes described herein; you may not (and may not allow any third party to) use or attempt to use this Service or upload, download, post, submit or otherwise distribute or facilitate distribution of content on or through the Service for any purpose:

  • that infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity, or violates any law or contract,
  • that is any way unlawful or prohibited, or that is harmful, threatening, abusive, harassing, deceptive, fraudulent, offensive, obscene, profane, or otherwise destructive to anyone or their privacy or property,
  • that transmits any unauthorized or unsolicited advertisements, solicitations, schemes, spam, flooding, or other unsolicited spam or bulk e-mail (including without limited postings to third party social media services which are linked to the Service) or unsolicited commercial communications,
  • that transmits any harmful or disabling computer codes, files, programs or viruses,
  • that harvests e-mail addresses or personally identifiable information from Brand Networks,
  • that interferes with our network services or the proper working of the Service or activities conducted on the Service,
  • that uses manual or automated software or other processes to “crawl”, “spider”, index or in any non-transitory manner store or cache information obtained from any page of the Service,
  • that attempts to gain unauthorized access to our Service including bypassing measured we may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service),
  • that suggests an express or implied affiliation with Brand Networks (without the express written permission of Brand Networks) or that impersonates any person or entity including an employee or representative of Brand Networks,
  • that impairs or limits our ability to operate this Service or any other person’s ability to access and use this Service.

Brand Networks reserves the right at all times and for any reason or for no reason at all, in its sole discretion and without notice to you, to deny your access to and use of this Service.

Intellectual Property Rights

We or our licensors own and retain all proprietary rights in the Service. The Service or any portion of the Service may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Brand Networks, unless it is in the public domain. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Brand Networks without express written consent. You may not use any meta tags or any other “hidden text” utilizing Brand Networks’ name or trademarks without the express written consent of Brand Networks. You may not (directly or indirectly) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive source code or underlying ideas or algorithms of any part of the Service, or modify, translate or otherwise create derivative works of any part of the Service. Any modification of content, or any portion thereof, or use of the content for any other purpose constitutes an infringement of trademark or other proprietary rights of Brand Networks or third parties, and any unauthorized use terminates the permission to use the Service granted by Brand Networks.

Except for the Content, all content included on this Service, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Brand Networks or its content/software suppliers and protected by United States and international copyright laws. Except for the Content, the compilation of all content on this site is the exclusive property of Brand Networks and protected by U.S. and international copyright laws. All software used on this site is the property of Brand Networks or its software suppliers and protected by United States and international copyright laws.

Notice and Take Down Procedures

  1. Notice of Claims

If you believe any post or information on the Service infringes your copyright or trademark rights, you may request such content be removed by following the notice and take down procedures of the Digital Millennium Copyright Act. To follow those procedures, contact Brand Networks’ copyright agent (identified below) and provide the following information:

  • A clear statement identifying the works, or other materials believed to be infringed.
  • A statement from the copyright holder or authorized representative that the content is believed to be infringing.
  • Sufficient information about the location of the allegedly infringing content so that Brand Networks can find and verify its existence.
  • Your name, telephone number and e-mail address.
  • A statement from you under penalty of perjury that the information supplied is accurate, and that you are authorized to act on the copyright owner’s behalf.
  • A signature or the electronic equivalent from the copyright holder or authorized representative.

You acknowledge that if you fail to comply with all of the requirements of this section your DMCA notice may be invalid.

  1. Counter-Notice
  • If you believe that your removed content (or content to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the material in your content, you may send a counter-notice containing the following information to the Copyright Agent:
  • Your physical or electronic signature;
  • Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
  • A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
  • Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the state or federal courts of the Commonwealth of Massachusetts, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
  • If a counter-notice is received by the Copyright Agent, we may send a copy of the counter-notice to the original complaining party informing that person that we may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored in 10 business days or more after receipt of the counter-notice, at our sole discretion.

Brand Networks’ agent for notice of copyright issues on the Service can be reached as follows:

Brand Networks, LLC

40 Broad Street, 6th Floor

Boston, MA 02019

Attn: Copyright Agent

If you are not sure whether material available online infringed your copyright, we suggest that you first contact an attorney.

General Information

Linking to Inventory Partners and other Third Party Websites

For your convenience, the Service may provide links to our Inventory Partners or to products or services, including payment processing services offered on other websites or applications. Unless expressly stated otherwise, Brand Networks does not endorse, approve, sponsor or control, and we are not in any way responsible for, any of the content, services, calculations, information, products or materials available at or through any websites to which this Service may provide a link. By using the Service you acknowledge and agree that Brand Networks will not be responsible or liable to you or any other person for any damages or claims that might result from your use of such content, services, calculation, information, products or materials. You should carefully review each website’s privacy statements and conditions of use to understand your rights and responsibilities.

Indemnification

You agree to indemnify and hold Brand Networks, its parent, subsidiaries, affiliates, directors, officers, agents, and other partners and employees, harmless from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, including but not limited to reasonable attorneys’ fees, made by any third party due to or arising out of your account, use of the Service, or violation of the Terms. This defense and indemnification obligation will survive these Terms and your use of the Service.

Disclaimer & Limitation of Liability

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS OR AN APPLICABLE MSA, BRAND NETWORKS MAKES NO FURTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED. BRAND NETWORKS EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES AS TO THE CONDITION, MERCHANTABILITY, NON-INFRINGEMENT, DESIGN, OPERATION OR FITNESS FOR A PARTICULAR PURPOSE OF THE DELIVERABLES. FOR AVOIDANCE OF DOUBT, THE DISCLAIMERS SET FORTH HEREIN DO NOT LIMIT ANY COVENANT, REPRESENTATION OR WARRANTY made by brand networks in this agreement AND/OR ANY SCHEDULE.

YOU AGREE THAT UNDER NO CIRCUMSTANCES WILL BRAND NETWORKS BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHER INDIRECT DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SERVICE, EVEN IF PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL LIABILITY OF BRAND NETWORKS TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION RESULTING FROM YOUR USE OF THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE, EXCEED $50.00.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

While we strive to protect your information in accordance with our Privacy Policy, Brand Networks can not be liable for the privacy of personal information stored on Brand Networks’ equipment, transmitted over networks accessed by the Service, or otherwise connected with your use of the Service.

Termination

Brand Networks may terminate or suspend your access to all or part of the Service, for any reason, including without limitation your breach of these Terms or pursuant to the applicable MSA. In the event these Terms are terminated, the restrictions regarding content appearing on the Service, and the representations and warranties, indemnities, and limitations of liabilities set forth in these Terms will survive termination.

Jurisdiction & Severability

Brand Networks operates the Service from its offices within the United States. The Services are designed for Users within the United States, and Brand Networks makes no representations that content and materials on the Service are legal or appropriate for use from outside the United States. If you choose to access the Service from other locations, you do so at your own risk and are responsible for compliance with any and all local laws. You may not use the Service in violation of U.S. export laws and regulations.

These Terms are personal to you, and are not assignable, transferable, or sublicensable by you except with Brand Networks’ prior written consent. Brand Networks may assign, transfer, or delegate any of its rights and obligations hereunder without consent.

These Terms will be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts without regard to its conflict of laws provisions. Any action brought against Brand Networks to enforce these Terms or matters related to the Service will be brought in either the state courts or, if there is exclusive federal jurisdiction, the federal courts of The Commonwealth of Massachusetts. Any claim or cause of action you have with respect to use of the Service must be commenced within one (1) year after the claim arises. In any action or proceeding to enforce rights under the Terms, the prevailing party will be entitled to recover costs and attorneys’ fees.

If any provision of these Terms is deemed void, unlawful, or otherwise unenforceable for any reason, that provision will be severed from these Terms and the remaining provisions of these Terms will remain in force. These Terms constitute the entire agreement between you and Brand Networks concerning your use of the Service.

How To Contact Us

Should you have any questions or complaints regarding violations of these Terms, please contact us at 40 Broad Street, 6th Floor, Boston, MA 02109.

Last Updated: August 8, 2016