Terms and Conditions

 

1. Acceptance of Terms

By accessing or using the website located at www.brandmacros.com (the “Website”), and the digital marketing platform, including all content, services, features, activities, and products available at or through the Website, Platform, or any mobile application (collectively, the “Services”), you agree to be bound by these Terms of Use and all terms, policies, and guidelines incorporated herein by reference, including, but not limited to, BrandMacros LLC’s Privacy Policy (https://brandmacros.com/privacy-policy/). These Terms of Use are legally binding and conditions your use of the Services. If you do not agree to these Terms of Use, you may not use the Services.

2. Account Registration and Access

To register for the BrandMacros Platform and create an “Sub-Account” for your organization, you (including any agent designated by you operating on your behalf) must complete the registration process by providing BrandMacros LLC with the information prompted by the registration form, including, but not limited to, your name, email address, telephone, company name, company website, and password. You agree to provide us with complete and accurate information when you register for the BrandMacros Platform and to keep such information up to date.

You shall protect your username and password and are solely responsible for activities that occur under or through your account, including activities initiated by third parties, whether or not you authorize such activities. If you allow a third party to access the BrandMacros Platform on your behalf, you shall ensure that such third party is bound by, and abides by, these Terms of Use, and any applicable Master Services Agreement (“MSA”) or Order Form, Statement of Work, or Insertion Order (“SOW”). You agree to notify BrandMacros LLC immediately of any unauthorized use of your account or any other breach of security relating to your account or your use of the BrandMacros Platform.

BrandMacros LLC may access your account, or information associated with your account, to provide support or maintenance, for security-related reasons, or any other business purpose. You acknowledge and consent to such access.

3. Fees

3.1. Subscription Plans and Additional Services

BrandMacros LLC offers monthly subscription plans (the “Subscription Plans”) with optional add-ons that can be purchased as detailed at https://www.brandmacros.com/pricing/compare-plans/. Additional fees may be outlined in any applicable MSA and SOW(s).

3.2. Changes in Fees

We may, upon any notice required by applicable law, change the fees for the BrandMacros Platform at any time or impose additional fees or charges. Such fee changes will be effective only as to prospective BrandMacros Platform orders (including monthly, automatic renewals, and Subscription Plan upgrades) after the effective date of such change.

3.3. Payment of Fees

During the registration process, you will enter your required details to create your Org Account and subsequent User Accounts. A credit card is required to activate your subscription and ensure you have continued access to your account and the Platform. At the time of registration, you will be charged a prorated amount for the days remaining in the month in which you register.

After your first month of usage, your Subscription Plan will automatically renew at the first of the following month, and you will be charged the full amount of your subscription. Your Subscription Plan will renew automatically and continue month-to-month at the rate you agreed to unless you cancel your Subscription Plan or we terminate it, in each case pursuant to these Terms of Use (see Section 3.7 (‘Account Cancellation’) and Section 13 (‘Term and Termination’)). You must cancel your Subscription Plan before it renews to stop recurring charges. We will bill the fees due under your Subscription Plan to the credit card you provide us during registration (or to a different credit card if you change your payment information) and continue to do so month-to-month at the rate you agreed to as set forth herein. The fees for your Subscription Plan and add-ons are billed in advance of each billing cycle and are non-refundable.

As an express condition of your use of and access to the BrandMacros Platform, you agree to pay all fees applicable to your Subscription Plan, any other fees for additional services you may purchase, and any applicable taxes in connection with your use of the BrandMacros Platform. We reserve the right to deactivate your access to the BrandMacros Platform for failure to pay applicable fees as described in these Terms of Use. Unless otherwise stated, all fees are payable in U.S. Dollars.

3.4. Credit Card Payments

All fees for your Subscription Plan and any add-ons will be billed to your credit card. You authorize the card issuer to pay any amounts described herein and authorize us (or a billing agent acting on our behalf) to continue charging all such amounts to your credit card account until you or we cancel or terminate your Subscription Plan as provided herein or these amounts are paid in full, whichever is later. You must provide current, complete, and accurate billing and credit card information. You must promptly update all billing information (such as billing address, card number, and expiration date) to keep your account current, complete, and accurate, and you must promptly contact BrandMacros LLC if your credit card is lost or stolen, or if you become aware of a potential breach of account security (such as an unauthorized disclosure or use of your BrandMacros username or password). You authorize us to obtain or determine updated or replacement expiration dates for your credit card in the event that the credit card you provided us expires. We reserve the right to charge any renewal card issued to you to the same extent as the expired card. If payment is not received from your credit card issuer, you agree to pay all amounts due upon demand. If payment is not received as a result of an expired credit card, we reserve the right to cancel your Subscription Plan and or remove access to your account. You agree to pay all costs of collection, including attorney’s fees and costs, and interest on any outstanding balance. In certain instances, the issuer of your credit card may charge you a foreign transaction fee or related charges, which you will be responsible to pay. Please check with your bank and credit card issuer for details.

3.5. Invoice Payment Terms

BrandMacros LLC may, in its sole discretion, offer you a line of credit. BrandMacros LLC will use internal credit authorization practices such as running a credit check to determine if you are eligible for invoiced billing from a line of credit and, if so, use that credit check to determine the limit of the line of credit to be offered to you. If, after the credit check, BrandMacros LLC determines you do not qualify for a line of credit, you will pay BrandMacros LLC for the Services using a credit card as described in section 3.4. If approved, we will invoice you for fees pursuant to the spend calculated by the BrandMacros Platform and you will pay all fees hereunder within thirty (30) days after receipt of the applicable invoice. Upon ten (10) days prior written notice and your failure to cure, BrandMacros LLC reserves the right (in addition to any other rights or remedies BrandMacros LLC may have) to discontinue the Services and suspend your access to the Platform and Services if any fees are more than thirty (30) days overdue until such amounts are paid in full. All payments must be made in U.S. dollars. Outstanding balances may, in BrandMacros LLC’s discretion, accrue interest at a rate equal to the lesser of one and one-half percent (1.5%) per month and the maximum rate permitted by applicable law, from the due date until paid, plus Company’s reasonable costs of collection (including attorney’s fees). All fees due hereunder are exclusive of, and you shall pay, all sales, use and other taxes, export and import fees, customs duties, and similar charges applicable to the transactions contemplated by these Terms of Use, except for taxes based upon your net income.

3.6. Adjusting Subscription Plans

Questions involving upgrades or downgrades to your Subscription Plan can be directed to support@brandmacros.com or by submitting a ticket within the BrandMacros Support Center. Any additional or alternative payment arrangements are in BrandMacros LLC’s sole discretion.

3.7. Account Cancellation

You may cancel your Subscription Plan and any add-ons by contacting help@brandmacros.com, submitting a ticket within the BrandMacros Support Center, and requesting a cancellation, or selecting the ‘Cancel Account’ option in the account settings within the Platform. You must cancel your Subscription Plan prior to the end of your current pre-paid period to avoid charges for the next billing cycle. If you cancel your Subscription Plan, you will lose all access, upon the expiration of your current pre-paid period, to the BrandMacros Platform and any data or information stored in your account. See Section 13 (‘Term and Termination’) for additional details. Cancellation of your Subscription Plan automatically cancels any add-ons associated with that Subscription Plan. No refunds or credit will be given for any add-on canceled due to a canceled Subscription Plan. Any unused balances for campaigns (“Campaign Balances”) will be credited to the credit card on file at the last day of the month in which the account is canceled.

4. Proprietary Rights; Restrictions on Use

You acknowledge that any Material you post, upload, or submit to the Platform may be edited, removed, deleted, modified, published, transmitted, and displayed by BrandMacros LLC in its sole discretion and without your permission, and you waive any rights you may have in having the material altered or changed in a manner not agreeable to you. However, BrandMacros LLC shall not be responsible for controlling or editing any Material. BrandMacros LLC cannot ensure the removal of inappropriate or unlawful Material. Under no circumstances will we be held liable for removing, disabling, or restricting access to or the availability of Material or for any failure to do so.

5. Privacy

BrandMacros LLC’s Privacy Policy is incorporated into these Terms of Use and is available at https://www.brandmacros.com/privacy-policy. The BrandMacros Data Protection Agreement is also incorporated into these Terms of Use by reference and is available in the respective data processing section of the document

6. Term and Termination

6.1. General. BrandMacros LLC may terminate or suspend access to the Services immediately, without prior notice or liability, if you breach these Terms of Use or for any other reason.

6.2. Termination of BrandMacros Platform. Either party may terminate these Terms of Use at any time and for any reason. To terminate your use of the BrandMacros Platform, please follow the steps described in Section 3.7 (‘Account Cancellation’).

Upon any termination of these Terms of Use (i) BrandMacros LLC will cease providing the BrandMacros Platform; (ii) you will delete all copies of the Smart Tag Container from your web page(s); (iii) any outstanding balance payable by you to BrandMacros LLC will become immediately due and payable and any collection expenses incurred will be included in the amount owed; and (iv) all of your historical report data will no longer be available to you through BrandMacros LLC.

In addition, upon the termination of these Terms of Use, you shall delete all copies of the Smart Tag Container from such web page(s) including any tag or script containers. You understand and acknowledge that, unless and until the Smart Tag Container is deleted from a web page, the Smart Tag Container may continue to track information on such a web page on an automated basis and you shall be responsible for any associated fees.

At termination, we may delete the information you provided. However, we may retain and use your information after termination where necessary to comply with our legal obligations, resolve disputes, and enforce our agreements. You can learn more about our data retention practices in our Privacy Policy.

7. Modifications to These Terms of Use and Other Policies

Our employees are not authorized to vary these Terms of Use. These Terms of Use may be modified only: (i) by obtaining our written consent in an agreement signed by an officer of BrandMacros LLC; or (ii) as set forth below in the immediately following paragraph.

You agree that BrandMacros LLC may modify these Terms of Use or any policy governing the Services from time to time and that your right to access the Services is conditioned on an ongoing basis with your compliance with the then-current version of these Terms of Use. We will put the effective date of the latest version at the top of these Terms of Use. We will notify you of any material revisions or modifications to these Terms of Use by (i) posting a notice on the BrandMacros Platform for thirty (30) days following any revisions or modifications to these Terms of Use; (ii) posting a notice on the BrandMacros Platform the first time that you visit the BrandMacros Platform following such revisions or modifications; or (iii) providing direct notice of such changes in a communication to your client account. By continuing to use the Services following receipt of such notice, you consent to the revised or modified Terms of Use.

8. Miscellaneous; Arbitration, Choice of Law, and Venue

8.1. Excuse. BrandMacros LLC shall be excused from performance hereunder to the extent that performance is prevented, delayed, or obstructed by causes beyond its reasonable control.

8.2. Severability and Waiver. If any provision of these Terms of Use is held to be unenforceable for any reason, such provision shall be reformed to the extent necessary to make it enforceable to the maximum extent permissible so as to reflect the intent of the parties, and the remainder of these Terms of Use shall continue in full force and effect. BrandMacros LLC’s acquiescence in the breach of a provision of these Terms of Use or failure to act upon such breach does not waive BrandMacros LLC’s right to act with respect to subsequent or similar breaches. Likewise, the delay or failure of BrandMacros LLC to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision.

8.3. Agreement to Arbitrate. Certain portions of this Section 8.3 are deemed to be a written agreement for arbitration pursuant to the Federal Arbitration Act. You and BrandMacros LLC agree that we intend that this Section 8.3 satisfies the writing requirement of the Federal Arbitration Act.

If any controversy, allegation, or claim arises out of or relates to the Services, the Website, your Subscription Plan, or these Terms of Use, including, but not limited to, claims for indemnification, contribution, or cross-claims in a pending action involving one or more third parties (collectively, a “Dispute”), then either you or BrandMacros LLC may elect to submit the Dispute to be finally and exclusively resolved by binding arbitration before a sole arbitrator in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association. If an in-person arbitration hearing is required, then it will be conducted in Denver, Colorado. All parties to the arbitration will have the right, at their own expense, to be represented by an attorney or other advocates of their choosing. You and BrandMacros LLC will pay the administrative and arbitrator’s fees and other costs in accordance with the applicable arbitration rules; but if applicable arbitration rules or laws require BrandMacros LLC to pay a greater portion or all of such fees and costs in order for this Section 8.3 to be enforceable, then BrandMacros LLC will have the right to elect to pay the fees and costs and proceed to arbitration.

In arbitration, as with a court, the arbitrator must honor these Terms of Use and can award the prevailing party damages and other relief (including attorneys’ fees). However, WITH ARBITRATION: (i) THERE IS NO JUDGE OR JURY; (ii) THE ARBITRATION PROCEEDINGS AND ARBITRATION OUTCOME ARE SUBJECT TO CERTAIN CONFIDENTIALITY RULES; AND (iii) JUDICIAL REVIEW OF THE ARBITRATION OUTCOME IS LIMITED.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES OR IT WILL BE FOREVER BARRED.

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE THAT NO ARBITRATION SHALL BE JOINED WITH ANY OTHER; THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A REPRESENTATIVE OR CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; AND THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC OR ANY OTHER PERSONS.

8.4. Injunctive Relief. The foregoing provisions of Section 8.3 will not apply to any (i) legal action taken by you or BrandMacros LLC to seek an injunction or other equitable relief or (ii) controversy, allegation, or claim that arises out of relates to your or BrandMacros LLC’s actual or alleged intellectual property rights.

8.5. Choice of Law and Forum. These Terms of Use shall be governed by and construed under the laws of the state of Colorado without reference to its conflict of law principles. Except to the extent that arbitration is elected in accordance with Section 8.3 above, any action or proceeding relating to a Dispute may only be instituted in state or federal court in Denver, Colorado. Accordingly, each party agrees to submit to the exclusive and personal jurisdiction of the courts located in Denver, Colorado. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply to these Terms of Use. The Smart Tag Container is controlled by U.S. Export Regulations, and may not be exported to or used by embargoed countries or individuals.

8.6. Notices. BrandMacros LLC may deliver notice to you under these Terms of Use by means of electronic mail, a general or specific notice on the Services, a communication to your BrandMacros account, or by written communication delivered by first-class U.S. mail to your address on record. Any notices to BrandMacros LLC must be sent to:

BrandMacros LLC
9101 W. Sahara Ave. Suite 105 – 1428
Las Vegas, NV 89117
contact@brandmacros.com

8.7. Transfer of Rights. You may not assign or otherwise transfer any of your rights hereunder without BrandMacros LLC’s prior written consent, and any such attempt is void. The relationship between BrandMacros LLC and you is not one of a legal partnership relationship but is one of the independent contractors. These Terms of Use shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto.

8.8. Headings. The headings of the sections contained in these Terms of Use are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of these Terms of Use.

8.9. Hierarchy. In case of any discrepancy or ambiguity between these Terms of Use and any applicable MSA or SOW, the SOW shall prevail over the MSA and these Terms of Use, and the MSA shall prevail over these Terms of Use.

9. Special Admonitions for International Use

Recognizing the global nature of the Internet and the rapid changes around online privacy, you agree to comply with all local rules regarding online conduct and acceptable content. Without limiting the foregoing, you agree to comply with all applicable laws regarding collecting consent for the placement of cookies and other similar technologies and the transmission of technical data exported to or from the United States or the country in which you operate or reside and to comply with any other local laws affecting the Services. Namely, If you are using the Services to place cookies or other similar technologies on the Data subjects in the EEA, United Kingdom, and/or Switzerland (as defined by the Global Data Privacy Regulation GDPR)), you will obtain the Data Subject’s prior consent.

Customization Services Addendum

This Customization Services Addendum to the Terms of Use (the “Customization Services Addendum”) only applies to the extent you have paid BrandMacros LLC the applicable fees for Customization Services, and BrandMacros LLC has agreed to provide you with Customization Services. Please read this Customization Services Addendum carefully as it contains the legal terms and conditions that you agree to when you use the services offered by BrandMacros LLC under this Customization Services Addendum. By accessing or using any of the Customization Services, you agree to be bound by this Customization Services Addendum. By accessing or using the Customization Service, you are accepting this Customization Services Addendum (on behalf of yourself or the entity that you represent) and you represent and warrant that you have the right, authority, and capacity to enter into this Customization Services Addendum (on behalf of yourself or the entity that you represent). All references to the term ‘Customization Services Addendum’ herein will be deemed to include all of the terms and conditions of this Customization Services Addendum as well as the terms of use set forth in the Terms of Use. To the extent there is any conflict between the terms of this Customization Services Addendum and the Terms of Use, the terms of this Customization Services Addendum shall apply. In consideration of the mutual promises and undertakings of the parties, and for other good and valuable consideration, the receipt of which is hereby acknowledged, Company and BrandMacros LLC agree as follows:

10. Customization Services

10.1. Services. If you desire to engage BrandMacros LLC to provide services related to the customization, modification, hosting, or enhancement of the Services for yourself or an end-user (“Customization Services”), and BrandMacros LLC agrees to perform such Customization Services, then this Customization Services Addendum and any applicable SOW shall apply. Either party may terminate this Customization Services Addendum at any time upon thirty (30) days’ written notice to the other party.

10.2. Assistance. You shall provide BrandMacros LLC with such resources, information, and assistance as BrandMacros LLC may reasonably request in connection with the performance of the Customization Services. You acknowledge and agree that BrandMacros LLC’s ability to successfully perform the Customization Services in a timely manner is contingent upon its receipt from you of the information, resources, and assistance reasonably requested. BrandMacros LLC shall have no liability for (a) deficiencies in the Customization Services resulting from the acts or omissions of you, your agents, or employees, or (b) performance of the Customization Services in accordance with your instructions.

10.3. Performance of Customization Services. BrandMacros LLC may perform the Customization Services at the location selected by BrandMacros LLC. BrandMacros LLC will have sole discretion to determine the personnel assigned to perform the Customization Services. Nothing in this Customization Services Addendum will restrict BrandMacros LLC from performing similar services for other customers. You agree and acknowledge that BrandMacros LLC shall have the sole and exclusive right to control, operate, administer, and modify its systems used to provide the Services. From time to time, BrandMacros LLC may issue an update to the Service which may add, modify, or remove features from the Service. These updates may be pushed out automatically with little or no notice. BrandMacros LLC may immediately suspend you or your end users’ access to the Service for any reason in its reasonable discretion. BrandMacros LLC will make reasonable efforts to monitor the uptime of the hosting account, if BrandMacros LLC provides any hosting services, but does not guarantee or warrant its reliability due to various external Internet factors.

10.4. Acceptance. Without limiting any applicable warranties set forth in the Terms of Use, the Customization Services will be deemed accepted upon performance, and any items delivered pursuant to this Customization Services Addendum will be deemed accepted upon delivery to you.

10.5. Payment. You shall pay BrandMacros LLC for all Services ordered by you or your Clients (as defined in the MSA) and any other charges agreed to by the parties. Payment shall be due and payable as set forth in the Terms of Use, or if nothing is in the Terms of Use, net thirty (30) from receipt of BrandMacros LLC’s invoice. Upon a reasonable request, BrandMacros LLC, or its designee may audit your books and records or the books and records of your Clients to confirm your, or your Clients’, compliance hereunder, including any amounts payable.

11. Ownership; License

11.1. Definitions

11.1.1. “Work Product” means (a) all software, tools, routines, programs, designs, technology, ideas, know-how, processes, techniques, and inventions that BrandMacros LLC makes, develops, conceives, or reduces to practice, whether alone or jointly with others, in the course of performing the Customization Services; (b) all enhancements, modifications, improvements, and derivative works of each and any of the foregoing; and (c) all copyrights, trademarks, service marks, trade secrets, patents, patent applications, and other proprietary rights related to each and any of the foregoing.

11.1.2. “Deliverables” means the items provided by BrandMacros LLC to you as part of the Customization Services, including Work Product and any items specifically designated or characterized as deliverables.

11.2. BrandMacros Property. As between the parties, you own all intellectual property rights and grant to BrandMacros LLC a non-exclusive, royalty-free, worldwide license to all Work Product and Deliverables, and (a) all software, tools, routines, programs, designs, technology, ideas, know-how, processes, techniques, and inventions that BrandMacros LLC makes, develops, or reduces to practice, whether alone or jointly with others or otherwise obtained by BrandMacros LLC prior to, or independently of, this Customization Services Addendum; (b) all enhancements, modifications, improvements, and derivative works of each and any of the foregoing; and (c) all copyrights, trademarks, service marks, trade secrets, patents, patent applications, and other proprietary rights related to each and any of the foregoing (collectively, the “BrandMacros Property”).

11.3. Trademark License. Subject to the terms and conditions of this Customization Services Addendum, the Company grants to BrandMacros LLC a non-exclusive, worldwide, fully paid-up, royalty-free license, to use any trademarks, service marks, or logos provided by you (the “Company Marks”) in connection with providing the Services to you. BrandMacros LLC agrees to use the Company Marks in accordance with your trademark guidelines provided to BrandMacros LLC from time to time.

11.4. Service License. Subject to the terms and conditions of this Customization Services Addendum, including your payment of all applicable fees under this Customization Services Addendum and any applicable agreement, BrandMacros LLC hereby grants to you a non-exclusive, non-transferable, non-sublicensable, right, and license, under all of BrandMacros LLC’s intellectual property rights, to provide its authorized end users with access to the Service using the Customized Services portal. Any additional rights with respect to the Services that are not expressly granted by BrandMacros LLC pursuant to this Customization Services Addendum are deemed withheld. You shall ensure that your Clients and users agree to the Terms of Use for the Services or any other terms provided by BrandMacros LLC. You shall be responsible for the acts and omissions of your Users and Clients and shall ensure that your Clients agree to these Terms of Use and the MSA and any applicable SOW(s). You shall cooperate with BrandMacros LLC in connection with collecting any payments owed to BrandMacros LLC hereunder.

11.5. Restrictions. Except as expressly allowed by this Customization Services Addendum, You shall not: (i) distribute, lease, license, sublicense, or otherwise disseminate the Customization Services or any component or portion thereof to any third party; (ii) modify, enhance, translate, supplement, create derivative works from, reverse engineer, decompile, or otherwise reduce to human-readable form the Customization Services or any component or portion thereof; (iii) sell, license, or otherwise distribute the Customization Services or any component or portion thereof; (iv) make any copies of the CustomizationServices or any component or portion thereof; or (v) use any portion of the Customization Services as a standalone program or in any way independently from the Services. You will not provide end users with altered version(s) of the CustomizationServices and will not operate or combine the Customization Services with other products, materials, or services in a manner inconsistent with the uses contemplated in this Customization Services Addendum. You will not remove, alter, modify, relocate or erase any copyright notice or legend denoting proprietary interests of BrandMacros LLC contained in the Services or Software; and will reproduce any such notices, legends, or proprietary markings on authorized copies related to the CustomizationServices that you may distribute. You shall be responsible for all trademarks, logos, design, media, text, graphics, animations, audio components, video components, photos, or any other information (hereinafter collectively referred to as “Content”) posted and activity that occurs with the Customization Services (even when Content is posted by others who have access to the Service through you) and represent that you have the right to provide BrandMacros LLC with the Content. BrandMacros LLC may remove any Content that BrandMacros LLC determines in its sole discretion to be unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene, or otherwise objectionable or violates any Party’s intellectual property rights or these Terms of Use. However, BrandMacros LLC shall have no responsibility for monitoring any Content. BrandMacros LLC cannot ensure the removal of inappropriate or unlawful Content. You agree to provide all content, designs, and images in a format acceptable to BrandMacros LLC, as may be notified to you. You are solely responsible for obtaining all rights and licenses, including all rights under copyright, trademark, patent, and/or other proprietary rights, for any third-party materials used in connection with the Customization Services. BrandMacros LLC will have no liability for any such third-party materials.

12. Disclaimer of Warranties; Limitation of Liability

THE BRANDMACROS LLC PLATFORM, SERVICES, AND ANY CUSTOMIZATION SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES THAT THE SERVICES ARE FREE OF DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE OR NON-INFRINGING. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. YOU AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE RISKS OF USING THE BRANDMACROS LLC PLATFORM, THE SERVICES, AND ANY CUSTOMIZATION SERVICES. IN NO EVENT WILL COMPANY BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE, OR INDIRECT DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF DATA) ARISING OUT OF THE USE OF OR INABILITY TO USE THE BRANDMACROS LLC PLATFORM OR SERVICES OR THE CUSTOMIZATION SERVICES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF COMPANY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE OR THE BRANDMACROS LLC PLATFORM OR SERVICES OR CUSTOMIZATION SERVICES WILL BE LIMITED TO THE TOTAL AMOUNT YOU HAVE PAID TO COMPANY IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE CLAIM.

13. Indemnification

You agree to indemnify, defend, and hold harmless BrandMacros LLC, its officers, directors, employees, agents, affiliates, and licensors (collectively, the “BrandMacros LLC Parties”) from and against any and all losses, liabilities, claims, demands, damages, expenses, or costs (“Claims”) arising out of or related to: (a) your violation of these Terms of Use; (b) your use of the Services or the Customization Services; (c) your violation of any law or the rights of any third party; (d) your breach of any of the representations and warranties contained in these Terms of Use or any applicable agreement; and (e) any and all claims, damages, losses, liabilities, and expenses (including attorney’s fees and costs) arising out of or related to any third party’s claims regarding the use of the Services or the Customization Services or the performance of these Terms of Use. BrandMacros LLC reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify BrandMacros LLC, and you agree to cooperate with our defense of such claims. You agree not to settle any such claim without the prior written consent of BrandMacros LLC. BrandMacros LLC will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

14. Refund Policy

To see our refund policy, please visit our website at www.brandmacros.com or email us at billing@brandmacros.com.

15. Electronic Contracting

Your use of the Company Services includes the ability to enter into agreements and/or to make transactions electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND TRANSACTIONS. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO RELATING TO THE COMPANY SERVICES, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS. In order to access and retain your electronic records, you may be required to have certain hardware and software, which are your sole responsibility.

16. Electronic Signatures

Users are allowed on www.brandmacros.com to transmit and receive valid electronic signatures in the United States under the Electronic Signatures in Global and National Commerce Act (E-Sign Act) of 2000 and the Uniform Electronic Transactions Act (UETA) of 1999 as adopted by individual states. Users’ signatures and identities are not authenticated on www.brandmacros.com.

17. Entire Agreement

These Terms of Use, along with any applicable agreements, constitute the entire agreement between you and BrandMacros LLC with respect to the Services and supersede all prior or contemporaneous understandings, agreements, representations, and warranties, whether written or oral, with respect to the Services. No modification, amendment, or waiver of any provision of these Terms of Use will be effective unless in writing and signed by both parties. No waiver of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default.

18. Contact Information

If you have any questions about these Terms of Use or the Services, please contact us at:

BrandMacros LLC
9101 W. Sahara Ave. Suite 105 – 1428
Las Vegas, NV 89117
contact@brandmacros.com

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