Last updated: 15/06/2023
THIS TERMS & CONDITIONS AGREEMENT (the "Agreement") constitutes a legally binding agreement between Brandpal.one (referred to as "Brandpal," "we," "us," or "our") and the client, whether personally or on behalf of an entity (referred to as "Client" or "you"), with regard to access and use of the Brandpal.one website or service (the "Website or Service") and any other media form, channel, mobile website, or mobile application related, linked, or otherwise connected thereto. By accessing or using the Website, you agree to be bound by this Agreement. If you do not agree with any part of this Agreement, you must discontinue your use of the Website immediately.
1. Intellectual Property Rights
1.1 Unless otherwise indicated, the Website is the property of Brandpal and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics of any nature and regardless of format (collectively referred to as the "Content") and the trademarks, service marks, and logos contained therein (the "Marks") are owned and controlled by Brandpal and are protected by copyright, trademark laws, and any other applicable intellectual property law or regulation of the United Kingdom, foreign jurisdictions, and international conventions. The Content and Marks are provided "as is" for your information and personal use only.
1.2 Except as expressly provided herein, no part of the Website and no Content may be copied, reproduced, aggregated, republished, uploaded, posted, displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without Brandpal's express prior written permission. Brandpal reserves all rights in the Website, Service, Content, and Marks.
2. Ownership of Design Services
All content produced by the design service ("Content") shall be owned by the client. The client shall have sole ownership of the design for all Content created on their behalf. In the event that any operation of law would cause Brandpal to become the owner of the Content, in whole or in part, rather than the client, Brandpal irrevocably and perpetually assigns its entire interest in the Content to the client, without limitation. The client warrants that any materials provided to Brandpal as examples or to be incorporated into the content creation process are owned by the client and do not infringe on or misappropriate any third party's rights, including intellectual property rights and rights of publicity.
3. No Refunds
Brandpal does not offer refunds under any circumstances, including if the Client forgets to cancel recurring payments. By subscribing to Brandpal's design services, the Client acknowledges and agrees that all payments are non-refundable.
4. User Representations
By using the Website, you represent and warrant that:
5. Prohibited Activities
You shall not access or use the Website for any purpose other than that for which the Website is made available. The Website may not be used in connection with any commercial endeavours except those related to the design services provided by Brandpal. Furthermore, you agree to refrain from the following:
6. Third-Party Links
The Website may contain links to third-party websites or resources. Brandpal is not responsible for the availability or accuracy of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You acknowledge and agree that Brandpal shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such site or resource.
7. Limitation of Liability
In no event shall Brandpal or its directors, employees, partners, agents, suppliers, or affiliates be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Website or Service; (ii) any conduct or content of any third party on the Website; (iii) any content obtained from the Website or Service; or (iv) unauthorised access, use, or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence), or any other legal theory, whether or not Brandpal has been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed its essential purpose.
You agree to indemnify and hold harmless Brandpal, its affiliates, partners, directors, officers, employees, agents, suppliers, or licensors from and against any and all claims, demands, liabilities, damages, losses, costs, and expenses, including reasonable attorneys' fees, arising out of or in any way connected with (i) your access to or use of the Website or Service; (ii) your violation of this Agreement; (iii) your violation of any third-party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your use of the Website or Service caused damage to a third party.
9. User Data
The Client assumes sole responsibility for all data transmitted to or associated with any activities undertaken by the Client through the Brandpal Website and Services. Brandpal shall not be held liable to the Client for any loss or corruption of such data, and the Client hereby waives any right to take legal action against Brandpal for any such loss or corruption.
10. Electronic Communications, Transactions, and Signatures
By using the Brandpal website and services, the Client explicitly consents to receiving electronic communications from Brandpal. The Client acknowledges and agrees that any agreements, notices, disclosures, or other communications sent via email or through the Website and Services fulfil all legal requirements for written communication. Furthermore, the Client agrees to the use of electronic signatures, contracts, orders, and other records, as well as the electronic delivery of notices, policies, and transaction records initiated or completed by Brandpal or through the Website and Services. The Client hereby relinquishes any rights or obligations under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction that mandate an original signature or the delivery or retention of non-electronic records, payments, or granting of credits by any means other than electronic.
11. Showcasing Design Work
Brandpal reserves the exclusive right to showcase design work on digital channels, including but not limited to social media, the website, and others, unless otherwise mutually agreed upon. However, the Client retains the right to establish a Non-Disclosure Agreement (NDA) with Brandpal, which would restrict Brandpal from publicly sharing or discussing the Client's work.
Brandpal reserves the right, in its sole discretion, to terminate your access to the Website and Service and the related services or any portion thereof at any time, without notice. Upon termination, all rights granted to you under this Agreement will cease immediately.
13. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the United Kingdom, without regard to its conflict of laws principles. Any legal action or proceeding arising out of or relating to this Agreement shall be exclusively brought in the courts located in the United Kingdom, and you consent to the personal jurisdiction of such courts.
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. In such cases, the invalid or unenforceable provision shall be deemed superseded by a valid and enforceable provision that most closely matches the intent of the original provision.
15. Entire Agreement
This Agreement constitutes the entire agreement between Brandpal and you regarding the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written, between you and Brandpal regarding the Website.
By accessing or using the Brandpal.one website, you acknowledge that you have read, understood, and agree to be bound by these Terms & Conditions. If you do not agree with any part of these terms, please refrain from using the Website or Service.
20. Third-Party Fonts
In the event that any Project incorporates fonts that are not owned by Brandpal and require a commercial license in order for Client to legally reproduce, distribute, or publicly display the Project ("Third-Party Font(s)"), the Client will need to purchase one or more licenses for the Third-Party Fonts from the rights-holder(s) of said Third Party Fonts in order to legally reproduce, distribute, or publicly display the Project. Client assumes all responsibility for any consequences as a result of a failure by Client to purchase one or more licenses for any Third-Party Fonts incorporated into a Project.
22. Showcasing Design Work
Brandpal reserves the right to share design work, including but not limited to work in progress or unapproved designs, on digital channels including social media, website, etc. unless otherwise agreed upon. The Client reserves the right to issue an NDA between themselves and Brandpal, which in turn would void the right of Brandpal to share or discuss Client's work publicly.
21. Contact Information
For any questions or complaints regarding the Website or Service, please contact Brandpal at: firstname.lastname@example.org