Brandquad Terms And Conditions of Use
Date of last revision: 01 September, 2018 (v1)
1. INTRODUCTIONWelcome to Brandquad – a cloud platform for manufacturers that helps to automate the work with commercial content (“Brandquad”, “we,” or “us”).
These are terms and conditions of use are of www.brandquad.com website and any other websites operated by us (“Site”) and all products and services you purchase, subscribe to, or license from us, including cloud based or on-line services (e.g. software as a service solutions) provided by Brandquad, also any cloud-based platform, downloadable software, applications or mobile applications (including tablet applications), and any other services provided by us or related to Brandquad (collectively, all services including the Sites, the “Services”).
Please read these terms and conditions (“Terms and Conditions”) carefully, because they set forth the important terms that you will need to know about the Sites and the Services. These Terms and Conditions are binding and must be followed by each individual using the Site and the Services irrespective of whether the individual is registered as a user or is using the site as a visitor without registration.
These Terms and Conditions may be changed or modified in whole or in part at any time without further notice. Changes to these Terms and Conditions will be posted on the Site. Your continued use of the Site after any such changes constitutes your acceptance of the new Terms and Conditions. If you do not agree to abide by these or any future Terms and Conditions, do not use or access (or continue to use or access) the Site and/or the Services. Any amendment to the Terms and Conditions published on the Site will be immediately applicable to all users and visitors.
2. DEFINITIONSThe following terms shall have the following meanings in these Terms and Conditions:
Account: the account, resulting from a User’s registration on the Site, including personal workspace in the System and personal login details (user name and password).
Brandquad: BrandQuad LLC (a Russian legal entity, OGRN 1157746417773);
Client: a legal entity which has entered into a Master Service Agreement with Brandquad for the use of the Services.
Commercial Content: any commercial information related to Client’s products, their descriptions, specifications, features, including data tables, product images, labels, certificates and etc. uploaded by the User to the System.
Master Service Agreement: agreement concluded between client (legal entity) and Brandquad which grants users a right to use Services through the Site. Master Service Agreement contains pricelist for the Services also additional terms and conditions for the use of Services.
Services: a software as a service solution that helps manufacturers of products and goods to automate the work with Commercial Content. The Services are available to users through the Site and the System under provisions of Master Service Agreement and its addendums, and subject to these Terms and Conditions.
Site: the website located at the address http://www.brandquad.com via which Services may be accessed.
System: a cloud-based platform/solution operated by Brandquad, which includes the Site and software, needed to maintain the System and to provide the Services to users.
User: employee of the Client, to whom the Client has granted access (account) to use the Services, after having registered for the Site, is entitled to use all the Services.
Visitor: any person who is not registered for the Services but may visit the Site, subject to the Terms and Conditions, to the extent that the Site does not require registration for such use.
3. PROVISION OF SERVICESRequirement for the Services and use of the Site
Brandquad provides Services only to registered users (employees of the Client), subject to conclusion of Master Service Agreement with the Client. Pricing and charges for the Services shall be detailed in the Master Service Agreement.
For the conclusion of Master Service Agreement please contact Brandquad sales team via email@example.com.
During registration on the Site users shall provide only accurate, complete, and up-to-date personal and/or company information. Each time user accesses the Services he shall be required to login by using username and password as provided with registration.
Information on the System
With respect to the use of the System and the Services, you are prohibited and you agree not to engage in (i) offenses against any individual and his privacy and (ii) the uploading of indecent materials or the use of the System in any matter that is inconsistent with applicable laws or such as to injure Brandquad business reputation, (iii) uploading and/or processing any personal data of your customers on or through the System or otherwise to us.
You agree that Brandquad is not responsible or liable for any content and links posted by you on the Site. Brandquad are entitled to remove/delete from the Site any information without notice. Please ensure backups of your information. You use the Site at your own risk.
Communication and offers
Brandquad is entitled at any time to publish on the Site any proposals, to propose new Services, and to amend these Terms and Conditions accordingly. In the case of inconsistencies between these Terms and Conditions and special terms and conditions published on the Site regarding any of the foregoing, the latter shall prevail.
Two-level support is provided:
First level support: Brandquad or its authorized representative shall provide support to Users, limited to advice and consultations on the use of the System and/or Services. Such support shall be delivered from 9am to 6pm each weekday (except weekends and national holidays) in English via support request form on the Site and/or via direct email to firstname.lastname@example.org.
Second level support: Any technical support, which requires access, modification or update of the System and/or access Users data processed by the System, shall be escalated to the support team and shall be provided under the terms of service level agreement, which shall be a part of the Master Service Agreement.
4. PAYMENTSPricing for the Services shall be defined in Master Service Agreement. All payment terms and conditions as well invoice issuing terms shall be indicated in the Master Service Agreement.
5. GENERAL RESPONSIBILITIES
Every User is responsible and must comply with all applicable laws related to his/her use of the System and the Services. In particular, but without limitation, Users and Visitors must not: (i) infringe any third-party rights, or (ii) use the identities of other individuals.
You acknowledge and agree that Brandquad is not responsible for any damage, whether material or not, experienced by natural or legal persons and which could arise directly or indirectly as a consequence of a User actions while using the System and/or Services. Only User himself is responsible for his actions while using the System and/or Services and his/her compliance with all applicable laws.
Master Service Agreement may provide additional terms and conditions on the responsibilities and liability of the Parties.
6. USERS’ RIGHTS, RESPONSIBILITIES, REPRESENTATIONS AND WARRANTIESRights, Obligations and Responsibilities
Users undertake the following: (i) when registering on the Site to provide true information about himself or herself, including his or her real name, company he represents, contact details; (ii) to sign up for the Site only once and not to create more than one Account (one Account per User); (iii) not to use the System and/or Services for performance of unlawful actions or transactions or frauds; (iv) not to copy or to otherwise make an illegal use, of information placed on the Site that was uploaded by Brandquad or any other third party; and (v) to ensure that all information provided is correct.
Users undertake that, while using the System and the Services, they will: (i) not infringe property rights or personal non-property rights of Brandquad and/or any third parties (including intellectual property rights); (ii) not violate any applicable laws or regulations; and (iii) not upload any data that is contrary to law or contains any viruses or other computer programs or files that may (xi) interfere with the normal operation of the System and/or the Services, (xii) cause damage to the Brandquad and/or other users, or impede a other users’ use of the Site or Services.
Users shall not to use the System and/or the Service for any unlawful purpose, in a way prohibited by the Terms and Conditions, including, but not limiting to, (i) not to use any hacking or cheating software or tools to obstruct, disrupt or interfere with the operation of the System and/or the Services; (ii) not obtain or attempt to obtain any restricted information from the System and/or the Service, including email addresses or phone numbers of other account holders or other software data; (iii) not to use the Site and/or the Services for any illegal, obscene, offensive or immoral purpose.
Brandquad is not responsible for any User`s behavior while using the System or the Services. Users are solely responsible for his/her use of System and/or the Services, including the use by their employees or any unauthorized person.
Users are responsible for maintaining the confidentiality of their password and account, if any, and are fully responsible for any and all activities that occur under their password or account. Users agree to (i) immediately notify Brandquad of any unauthorized use of their password or account or any other breach of security, and (ii) ensure that they exit from their account at the end of each session when accessing the Services. Brandquad will not be liable for any loss or damage arising from User’s failure to comply with these and/or any other safety recommendations.
Users undertake to promptly update any information on the Site that becomes irrelevant, outdated or inapplicable due to any changes in the User’s previously submitted data (particularly, all data submitted during registration at the Site).
Representations and Warranties
When using the Site, you represent and warrant that you: (i) are 18 years old or older; (ii) shall properly comply with all of your obligations as set forth in these Terms and Conditions, Master Service Agreement and any other special conditions and rules provided on the Sites; (iii) shall be fully and exclusively responsible for any use of the Site and Services; (iv) are the employee of the legal entity on behalf of which Master Service Agreement is concluded, and you understand that the non-performance of such obligations may result in an obligation to provide full compensation for any losses incurred by the Brandquad.
7. RIGHTS AND RESPONSIBILITIES OF BRANDQUADBrandquad is entitled, at their sole discretion, to limit or terminate a User’s right to use the System and/or Services, including deleting any information User uploaded to the System, canceling a User’s Account and preventing a User from re-registering on the Site or accessing the Site.
Brandquad shall have the right, at its sole discretion, with or in case of a material breach of these Terms and Conditions and/or master Service Agreement without sending a formal notice to a User, to partially or fully block, suspend or terminate such User’s Account, as a result of which the User may be deprived the right to use the System or any of the Services.
Brandquad has the right (but are not required to), with an aim of restraining illegal activities, to observe at any time the User’s actions on the System, and the Users s hereby agree to the same. Brandquad, aiming to protect from frauds and other offenses, may collect data about the conduct of Users on the System.
Brandquad is entitled at any time to (i) modify, update and change the System and/or Services; (ii) remove or modify features, functionalities of the System and/or Services; (iii) stop or terminate a System/Services entirely or in part; or (iv) rearrange any uploaded or posted information.
Brandquad is entitled to terminate its legal relationship with any Client and terminate his employees Account’s as provided in Master Service Agreement.
Brandquad is entitled at any time to unilaterally terminate or suspend or transfer to third parties the operation of the System, and, to the extent practicable, shall use commercially reasonable efforts to provide Users with notification of the same.
Master Service Agreement may provide for other terms and conditions related to Brandquad rights and obligations, User’s access to Account and retention of User’s information.
ADDITIONAL AND GENERAL LEGAL PROVISIONS
The Brandquad’s content of the Site, such as trademarks, service marks, logos, text, graphics, images, and other material, (collectively “Brandquad Material”), are protected by copyright and other intellectual property laws. Unauthorized use of the Brandquad Material may violate copyright, trademark, and other laws. You may not sell or modify the Brandquad Material or reproduce, display, publicly perform, distribute, create derivative works or otherwise use or exploit the Brandquad Material in any way for any public or commercial purpose. The use of the Brandquad Material on any other web site or in a networked computer environment for any purpose is prohibited.
Brandquad owns all right, title and interest in and to Intellectual Property rights and all other rights in the Site, the System, the Services and Brandquad Material (including any products, software, also any improvements, enhancements, bug fixes or modifications, etc.).
The Brandquad Material may contain inaccuracies or typographical errors. Brandquad makes no representations about the accuracy, reliability, completeness, or timeliness of the Brandquad Material or about the results to be obtained from using the System and the Services. The use of the Site, the System, the Services and the Brandquad Material is at your own risk. Changes are periodically made to the Site and the System, and may be made at any time.
BRANDQUAD DOES NOT WARRANT THAT THE SITE, THE SYSTEM AND/OR THE SERVICES WILL OPERATE ERROR-FREE OR THAT THE SERVICES, THE SITE, THE SYSTEM AND ITS SERVER ARE FREE OF COMPUTER VIRUSES AND OTHER HARMFUL GOODS. BRANDQUAD DOES NOT WARRANT AND DOES NOT GUARANTEE THE ABSENCE OF ERRORS AND FAILURES IN THE OPERATION OF THE SITE, THE SYSTEM AND/OR SERVICES, INCLUDING THE CORRECTNESS OF WORK OF THE SOFTWARE AND AVAILABILITY OF THE SYSTEM. IF YOUR USE OF THE SYSTEM OR THE SERVICES RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, BRANDQUAD IS NOT RESPONSIBLE FOR THOSE COSTS.
THE SITE, THE SYSTEM, THE SERVICES AND BRANDQUAD MATERIAL ARE PROVIDED ON AN ‘AS IS’ BASIS WITHOUT ANY WARRANTIES OF ANY KIND. BRANDQUAD, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES.
Limitation of Liability
IN NO EVENT SHALL BRANDQUAD BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOSS OF, DAMAGES TO OR CORRUTION DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE SITE, THE SYSTEM, THE SERVICES AND BRANDQUAD MATERIAL, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT YOU WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
UNLESS OTHERWISE PROVIDED IN THE MASTER SERVICE AGREEMENT, THE AGGREGATE LIABILITY OF BRANDQUAD TO YOU FOR ALL CLAIMS ARISING FROM THE SITE, THE SYSTEM, THE SERVICES AND BRANDQUAD MATERIAL IS LIMITED THE FEES PAID BY CLIENT FOR THE SERVICES IN THE SIX (6) MONTH PERIOD PRIOR TO THE DATE ON WHICH THE EVENT GIVING RISE TO SUCH DAMAGES OR LOSSES OCCURRED.
You agree to defend, indemnify, and hold harmless Brandquad, its officers, directors, employees and agents, from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from your use of the Site, the System, the Services or Brandquad Materialor your breach of these Terms and Conditions. Brandquad shall provide notice to you promptly of any such claim, suit, or proceeding and may assist you, at your expense, in defending any such claim suit or proceeding.
User Uploads and Submissions
User of the Services may store or upload into the Services Commercial Content and other data of commercial nature. Such data shall not include personal data of your clients or customers.
User’s uploaded Commercial Content (i.e. ads, campaigns, labels etc.) are and shall remain their sole and exclusive property. By posting communications to the Site, you automatically grant Bradnquad a royalty-free, perpetual, irrevocable nonexclusive license to use, reproduce, modify, publish, edit, translate, distribute, perform, and display Commercial Content for the purpose of providing Services to you.
Brandquad is not responsible for the content of the data and information stored on its servers (or its subcontractors’ servers) at the discretion of the Users nor is Brandquad responsible for the manner in which the User collects, handles disclosure, distributes or otherwise processes such information.
Links to Other Sites
The Site may contain links to third party web sites. Brandquad is not responsible for the content of linked third-party sites and does not make any representation regarding the content or accuracy of materials on such third-party web sites. If you decide to access linked third-party web site, you do so at your own risk.
MiscellaneousThese Terms and Conditions are governed by the laws of Russian Federation without respect to its conflict of laws principles. If any provision of these Terms and Conditions is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms and Conditions, which shall remain in full force and effect. No waiver of any provision of these Terms and Conditions shall be deemed a further or continuing waiver of such term or any other term. In the event of a legal dispute, it will be resolved according to dispute resolution procedures as provided in the Master Service Agreement.
In case of any conflict between the documents, the Master Service Agreement shall prevail.