Terms of Service
Terms of Service
BrandChamp reserves the right to modify these Terms of Service at any time without giving you prior notice. Your use of the Site following any such modification constitutes your agreement to follow and be bound by these Terms of Service as modified.
1. Restrictions and Responsibilities
1.1. You will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by BrandChamp or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.
1.2. You represents, covenants, and warrants that you will use the Services only in compliance with BrandChamp’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. You hereby agrees to indemnify and hold harmless BrandChamp against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from your use of Services. Although BrandChamp has no obligation to monitor your use of the Services, BrandChamp may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
1.3. You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). You shall also be responsible for maintaining the security of the Equipment, your account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your account or the Equipment with or without your knowledge or consent.
2. Confidentiality; Proprietary Rights
2.1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of BrandChamp includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of yours includes non-public data provided by you to BrandChamp to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
2.2 BrandChamp shall own and retain all right, title and interest in and to a) the Services and Software, all improvements, enhancements or modifications thereto (b) any software, applications, inventions or other technology developed in connection with implementation, services or support, and (c) all intellectual property rights related to any of the foregoing.
2.3. Notwithstanding anything to the contrary, BrandChamp shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and BrandChamp will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other BrandChamp offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.No rights or licenses are granted except as expressly set forth herein.
3. Payment Terms For BrandChamps Customers
The BrandChamp Application is offered as a recurring subscription service. This means that you will be billed on a recurring, periodic basis (each period is called a “billing cycle”). Billing is split into two subscriptions:
1) A billed-in-advance subscription to the BrandChamp Application plans as specified on the BrandChamp website’s plans and pricing page which includes Application features and a number of included BrandChamps for a fixed fee every billing cycle. Billing cycles are typically monthly or annual, depending on what subscription plan you select when purchasing a Subscription. Any upgrade to the core subscription will result in a prorated charge at start of next billing cycle, except when switching from monthly to annual plans or if upgrading an annual plan in which cases you will be billed for the prorated charge immediately in-advance for the newly selected plan. No prorating occurs for downgrades.
2) A monthly, billed-in-arrears, subscription for any additional BrandChamps in your account above the amount included in the core service subscription. The number of additional BrandChamps is calculated daily and increases may trigger charges for an additional minimum number of BrandChamps, as detailed on our plans and pricing page. Changes in the number of additional BrandChamps results in prorated charges at the beginning of next monthly cycle.
Your Subscription will automatically renew at the end of each billing cycle unless you cancel your account through the Application website. Canceling your account will mean immediate loss of access to the BrandChamp Application, data and related services.
Fees paid by you are non-refundable, except as provided in these Terms or when required by law. Downgrading your Service may cause the loss of features or capacity of your account. If you fail to pay, your account may be frozen and inaccessible until payment is made. BrandChamp does not accept any liability for such loss or from loss of access to your account on cancellation or failure to pay.
Unpaid amounts are subject to a finance charge of 2% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service.
All 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. Where required, BrandChamp will collect those taxes on behalf of taxing authority and remit those taxes to taxing authorities.
Modifications to the Service and Prices
BrandChamp reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, any part of the Service with or without notice. Prices of all Services are subject to change upon 30 days notice from us. Such notice may be provided at any time by posting the changes to the BrandChamp site or the Service itself. Price changes for subscription services will only take effect at the beginning of your next subscription billing cycle. BrandChamp shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.
BrandChamp, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Service for any reason at any time. Such termination of the Service will result in the deactivation or deletion of your Account or your access to your Account, and the forfeiture and relinquishment of all content in your account. BrandChamp reserves the right to refuse service to anyone for any reason at any time.
5. Copyright and Content Ownership
“Your Data” means any data, content, code, video, images or other materials of any type that you upload, submit or otherwise transmit to or through the Application. You will retain all right, title and interest in and to Your Data in the form provided to BrandChamp. Subject to the terms of this Agreement, you hereby grant to BrandChamp a non-exclusive, worldwide, royalty-free right to (a) collect, use, copy, store, transmit, modify and create derivative works of Your Data, in each case solely to the extent necessary to provide the applicable Application to you and (b) for services that enable you to share Your Data or interact with other people, to distribute and publicly perform and display Your Data as you (or your Authorized Users) direct or enable through the Application.
All content posted on the Service must comply with U.S. laws and U.S. copyright. BrandChamp does not pre-screen content, but reserves the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service.
6. Warranty and Disclaimer
BrandChamp shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by BrandChamp or by third-party providers, or because of other causes beyond BrandChamp’s reasonable control, but BrandChamp shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, BrandChamp does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND BRANDCHAMP DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
7. Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, BRANDCHAMP AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND BRANDCHAMP’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY YOU TO BRANDCHAMP FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT BRANDCHAMP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by you except with BrandChamp’s prior written consent. BrandChamp may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you does not have any authority of any kind to bind BrandChamp in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of Hong Kong without regard to its conflict of laws provisions. The parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Effective Date, and Customer otherwise agrees to reasonably cooperate with Company to serve as a reference account upon request.