1st January, 2016
These Terms of Service ("Terms") govern your access to and use of the services provided by Brndstr Solutions JLT Reg: JLT 5644.. , and any of its subsidiaries, and associated companies (“Brndstr”), including Brndstr’s various websites (the “Websites”), applications, and widgets, (the "Services"), and any information, text, graphics, photos or other materials uploaded, downloaded or appearing on the Services (collectively referred to as "Content"). Your access to and use of the Services are conditioned on your acceptance of and compliance with these Terms. By accessing or using the Services you agree to be bound by these Terms. Brndstr reserves the right to revise these Terms in its sole discretion at any time and without prior notice to you other than by posting the revised Terms on the Services. Any revisions to the Terms are effective upon posting. Your continued use of the Services after a revised version of these Terms has been posted by Brndstr to the Services constitutes your binding acceptance of such revision and the revised Terms. Notwithstanding the preceding sentences of this paragraph, no revisions to these Terms will apply to any dispute between you and Brndstr that arose prior to the date of such revision.
1. Nature of Services
[a] Basic Terms - You are responsible for your use of the Services, for any Content you post to the Services, and for any consequences thereof. The Content you submit, post, or display will be able to be viewed by other users of the Services and through third party services and websites. You should only r upload Content that you are comfortable sharing with others under these Terms. If you are accepting these Terms and using the Services on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so. The Services may include advertisements, which may be targeted to the Content or information on the Services, queries made through the Services, or other information. The types and extent of advertising by Brndstr on the Services are subject to change.
[b] Passwords - You are responsible for safeguarding the password that you use to access the Services and for any activities or actions under your password. We encourage you to use "strong" passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. Brndstr cannot and will not be liable for any loss or damage arising from your failure to comply with the above.
[c] Content On The Services - All Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such Content. You agree, represent, and warrant that any Content you upload or transmit to or through the Services is truthful, accurate, not misleading, and offered in good faith, and that you have all rights, licenses, permissions, and authorizations necessary to upload and transmit the Content to and through the Services and grant the rights to the Content as set forth in these Terms. You must not upload or transmit any Content to or through the Services that you consider to be confidential or proprietary or the rights to which have not been cleared by you. Under no circumstances will Brndstr be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Services or broadcast elsewhere.
You are solely responsible for the Content you upload, post, transmit through the Services, and we act as a passive conduit for your online distribution and publication of the Content. You agree that all Content shall not:
- impersonate any person or entity (including by using any celebrity look-a-likes or sound-a-likes), or falsely state or misrepresent any affiliation with any person or entity;
- contain any content that could be considered deceptive, misleading, false, fraudulent, scandalous, indecent, obscene, sexually explicit, defamatory, libelous, threatening, harassing, hateful, degrading, intimidating, graphically violent or otherwise unlawful, tortious or objectionable;
- depict, encourage, promote or induce conduct that could violate any law or give rise to criminal or civil liability, or that could be considered risky, violent, discriminatory or otherwise inappropriate;
- advertise or promote alcohol, tobacco, firearms, gambling or feminine hygiene products;
- contain any content that is protected by copyright, trademark (including, without limitation, any logo that appears on an article of clothing or elsewhere), trade secret, right of publicity or other proprietary right, without the express prior written consent of the owner of such right;
- endorse any religious or political cause or candidate;
- contain any personally identifying or other personal information about you or any other person;
- depict any minor;
- infringe the intellectual property rights of third parties;
- be inconsistent with these Terms of Brndstr’s policies; or
- contain any confidential information, or any material, non-public information about any company.
You agree that in the event the Content you upload, post, transmit through the Services, breaches the foregoing, Brndstr may, without prejudice to any other rights and remedies of Brndstr, limit, suspend or withdraw your access to the Services or remove your hosted Content without any liability to you. Furthermore Brndstr can choose to take other technical and/or legal action of any kind.
[d] Information - The contents of the Websites are only for general information or use. The contents (or any part thereof) of the Websites and/or Services must not be used by you or with the permission of as part of a competitive service to that of Brndstr. Data published by Brndstr is published in good faith and is the best information possessed by Brndstr at the stated date of publication.
The information on the Websites and/or Services does not constitute advice and should not be relied upon by any person in making (or refraining from making) any decision. No liability is accepted by Brndstr in respect of any information or data published in good faith by it, whatever the grounds for liability might be unless such liability cannot be excluded by law and Brndstr hereby excludes any warranty, express or implied, as to the quality, accuracy, timeliness, completeness, performance, fitness for a particular purpose of the information on the Websites and/or Services in itself or any of its contents. Brndstr will not be liable for any damages (including, without limitation, damages for loss of business projects, or loss of profits) arising in contract, tort or otherwise from the use of or inability to use the Websites and/or Services, or any of its contents, or from any action taken (or refrained from being taken) as a result of using the Websites and/or Services or any such contents.
Brndstr makes or gives no warranty that the contents of the Websites are free from infection by viruses or anything else which have or might have contaminating or destructive properties.
Certain links on the Websites and/or Services can lead to resources located on servers maintained by third parties over which Brndstr has no control and has sought no control. Brndstr accepts no responsibility or liability for any of the material contained on those servers or for any loss and/or damage or infection by viruses or anything else, which has contaminating or destructive properties arising from such third party material. Part of the Websites and/or Services may contain advertising and other material submitted to Brndstr by third parties. Brndstr accepts no responsibility or liability for ensuring that material submitted for inclusion on the Websites and/or Services complies with all applicable law. Brndstr will not be responsible for any error, omission or inaccuracy in advertising material, and reserves the right to omit, suspend or change the position of any advertising material submitted for insertion.
[e] Your Rights, Responsibilities And License To Brndstr - You retain your rights to any Content you submit, post or display on or through the Services. By submitting, posting or displaying Content on or through the Services, you grant us a worldwide, non-exclusive, royalty- free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, publicly display, communicate to the public, publicly perform (including by means of digital audio transmission), creative derivative works from, distribute and otherwise use and exploit your Content in any and all media or distribution methods (now known or later developed). You agree to authenticate the Brndstr Listener technology. You agree and accept responsibility for setting the Triggers along with any reply text and media content.
[f] Brndstr Rights and Responsibilities - All right, title, and interest in and to the Websites and Services (excluding Content provided by users) are and will remain the exclusive property of Brndstr and its licensors. The Services are protected by copyright and other laws of both the United Arab Emirates and foreign countries. Nothing in the Terms gives you a right to use the Brndstr name or any of the Brndstr trademarks, logos, domain names, and other distinctive brand features without expressed written consent.
You acknowledge that Brndstr may choose to use your brand identity such as logo or icon on its website brndstr.com once a campaign has started. You acknowledge the information made available from the Websites and/or Services may be subject to the rights of the respective owners/publishers under applicable international copyright and other laws governing intellectual property, and that your use of the information may be limited or restricted thereunder.
You shall not and shall procure that no other third party shall (whether directly or through the use of any software program) create a database in electronic or structured manual form by regularly or systematically copying, downloading and storing all or any part of the pages from the Websites or Services. No part of the Websites or Services may be reproduced or transmitted to or stored in any other website, nor may any of its pages or part thereof be disseminated in any electronic or non-electronic form, nor included in any public or private electronic retrieval system, email, newsletter or other information service.
Brndstr reserves the rights to change paid account rates and payment policies at any time; however these changes will not reflect retroactively on any previous paid account for the remainder of their previously agreed upon term. Brndstr will allow you access to its Listener technology by providing an install link. Once authorized Brndstr will listen to social activity on your behalf and only reply to triggers you set in advance. In such cases where third party services are used such as Twitter and Instagram, Brndstr is not responsible for the speed and delivery of triggered responses. Our commitment is we will ensure we are able to deliver your replies instantly but will not be held responsible if delays occur due to third parties involvement. Brndstr is the provider of the Listening technology and instant response and is not responsible for the content, text or media that is contained within the replies.
[g] Restrictions On Content And Use Of The Services - We reserve the right at all times (but will not have an obligation) to remove or refuse to distribute any Content on the Services, to suspend or terminate users, and to reclaim usernames without liability to you.
[h] Indemnity - You shall indemnify, defend, and hold harmless Brndstr, its directors, officers, employees, and agents from and against any and all third party claims, demands, causes of action, or liabilities, and expenses, including reasonable legal fees, caused by, relating to or arising from claims for property damage, personal injury, death or alleged libel, slander, invasion of privacy or any similar tort, or breach of any contractual right of a third party, or infringement of an intellectual property right of a third party, including rights under patents, trademarks, copyright, trade secret, or confidentiality obligation caused by, relating arising out of any breach or alleged breach of any of your obligations, representations, or warranties under this Agreement including all Contents you post to through the Services.
[i] Ending These Terms - The Terms will continue to apply until terminated by either you or Brndstr as follows. You may end your legal agreement with Brndstr at any time for any reason by deactivating your accounts and discontinuing your use of the Services.
2. Fees, Payment, Term
[a] Fees. In consideration for fulfilling its obligations under this Agreement, Brndstr will be entitled to the Fees set forth in the agreement.
[b] Payments. Payments are to be made in full in advance after you accept and agree these Terms and before you are allowed access by Brndstr to its Listener technology by providing an install link.
[c] Term. This Agreement shall be for the initial Term set forth in the particulars of the Agreement and shall commence upon providing access by Brndstr to its Listener technology by providing an install link, you may renew this Agreement for other period subject to agreement on the Terms and the fees for provision of the Services in respect of each additional period.
3. Representations and Warranties
[a] General. Each Party hereby represents and warrants in favour of the other Party that
- it has the authority to enter into this Agreement and to fully perform its obligations hereunder,
- the Authorized Person acting on behalf of any party has the required powers and authorities to execute this Agreement accepts these Terms and bind the respective Party.
- this Agreement does not and will not conflict with any of the Party’s other obligations to any third parties, and
- it complies and will comply with all applicable laws and regulations.
[b] Warranties.: additionally represents and warrants that the Content does not infringe or misappropriate any third party copyright, trademark, right of publicity, moral right, trade secret, or other proprietary right.
4. Disclaimer of Warranties; Limitation of Liability
[a] You agree that you are making use of our Services at your own risk, and that they are being provided to you on an "AS IS" and "AS AVAILABLE" basis. Accordingly, to the extent permitted by applicable law, we exclude all express or implied warranties, terms and conditions including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
[b] In addition, to the extent permitted by applicable law, Brndstr (including its subsidiaries, and affiliates, officers, directors, agents and employees) are not liable, and you agree not to hold us responsible, for any damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, or other intangible losses or any special, indirect, or consequential damages) resulting directly or indirectly from:
- your use of or your inability to use our Services;
- delays or disruptions in the Services;
- viruses or other malicious software obtained by accessing or linking to our Services;
- glitches, bugs, errors, or inaccuracies of any kind in our Services;
- damage to your hardware device from the use of any Service;
- the content, actions, or inactions of third parties using our Services;
- a suspension or other action taken with respect to your account or breach of these Terms; or
- your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to these or Brndstr’s policies.
Neither party shall be liable to the other party for indirect, incidental, consequential, special or exemplary damages (even if that party has been advised of the possibility of such damages), arising from breach of this agreement, or arising from any other provision of this agreement, such as, but not limited to, loss of revenue or anticipated profits or lost business (collectively, “disclaimed damages”). Brndstr’s cumulative liability related to direct damages will be limited to the total value of this Agreement.
5. Withdrawal of Access
[a] Without prejudice to any other rights and remedies of Brndstr under these Terms or at law or otherwise, Brndstr may limit, suspend or withdraw your membership and / or your access to the Services at any time, without notice, for any reason, including without limitation, the following:
- If you breach of these Terms;
- If Brndstr is unable to verify or authenticate any information you provide; or
- If Brndstr believes (in its sole discretion) that your actions may cause legal liability for you, other users or Brndstr.
[b] Brndstr may at any time at its sole discretion reinstate suspended users. A user that has been indefinitely suspended or had their membership withdrawn may not register or attempt to register with Brndstr or use the Services in any manner whatsoever until such time that such user is reinstated by Brndstr. Notwithstanding the foregoing, if you breach these Terms Brndstr reserves the right to recover any amounts due and owing by you to Brndstr or any losses and damages caused by you Brndstr and to take such steps including legal action and/or the initiation of criminal proceedings against you as Brndstr in its sole discretion deems necessary. Our failure to act with respect to a breach by you or others does not constitute a waiver of Brndstr's right to take any actions with respect to that, or subsequent or similar breaches.
The Services are only a platform whereby users can launch their influencer campaign, create their own unique profiles and build custom, real time solutions for their brands. Brndstr may not be held responsible for the users' content, actions, or inactions, or items or Contents they list or post.In particular:
- Brndstr has no control over and does not guarantee the quality, safety or legality of items advertised, the truth or accuracy of users' Content.
- Brndstr does not make any representation or warranty as to the Content uploaded, posted, or transmitted, through the Services, by the users.
- Brndstr accepts no liability for any errors or omissions, whether on behalf of itself or third parties.
- Brndstr excludes all implied warranties, terms and conditions and is not liable for any loss of money, goodwill or reputation, or any special, indirect or consequential damages arising directly or indirectly, out of your use of or your inability to use the Services.
[a] Confidentiality. You agree to keep and to ensure that you and your personnel will keep the confidential information disclosed to you by Brndstr (the “Confidential Information”), and all other matters arising or coming to its or their attention in connection with the provision of the Services and this Agreement, secret and confidential and not at any time for any reason whatsoever to disclose them or permit them to be disclosed to any third party except as permitted hereunder to enable that you to carry out its duties and obligations.
You will procure that your employees and agents will only have access to any of the Confidential Information supplied by Brndstr on a need to know basis and will be subject to the same obligations that you in this regards. You will take all reasonable steps to ensure that your employees are made aware of and perform such obligations.
You agree to treat as secret and confidential and not at any time for any reason to disclose or permit to be disclosed to any person or persons or otherwise make use of or permit to be made use of any information relating to the Brndstr’s technology, technical processes, business affairs or finances or any such information relating to your affiliates, suppliers, or customers.
The obligations of confidence referred to in this Clause will not apply to any Confidential Information or other information which: (i) is published or is otherwise in the public domain prior to the receipt of such Confidential Information or other information by the receiving party;
- is or becomes publicly available on a non confidential basis through no fault of the receiving party;
- is received in good faith by you from a third party who, on reasonable enquiry by the receiving party claims to have no obligations of confidence to the disclosing party in respect of it and who imposes no obligations of confidence upon the receiving party.
your obligations under this Clause will survive the expiry or the termination of this Agreement for whatever reason in perpetuity following expiry or termination of this Agreement.
[b] Entire Agreement. - This Agreement is the entire agreement of the Parties with respect to the subject matter hereof, and supersedes any and all prior agreements and/or understandings, whether written or oral. This Agreement shall not be modified except by a written agreement dated subsequent hereto signed on behalf of each Party by their duly authorised representatives.
[c] Notices. - All notices and requests in connection with this Agreement will be deemed given as of the day they are received either by facsimile, messenger, delivery service, or in the mail, postage prepaid, certified or registered, return receipt requested, and addressed to a Party at the address specified in the Order Form or such other address as a Party may designate pursuant to this notice provision.
[d] Waiver. - No waiver of any term or condition hereof shall be effective unless in writing and signed by the authorised representative of the Party against whom such waiver is asserted. Any waiver shall be specifically limited to its terms, and shall not be deemed applicable to subsequent like circumstances.
[e] Governing Law & Dispute Resolution. - This Agreement shall be governed by the laws of United Arab Emirates. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, which cannot be amicably resolved within thirty (30) days from commencement of informal negotiations in this regards, shall be referred to and finally resolved by arbitration under the Arbitration Rules of the Dubai International Arbitration Centre, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be Dubai, United Arab Emirates. The language to be used in the arbitration shall be English
[f] Counterparts. - This Agreement may be executed in one or more counterparts, which may be exchanged by facsimile or other electronic means, each of which shall be deemed an original and which together shall constitute one and the same agreement.