TERMS OF USE
Last updated: September 15, 2022
1. AGREEMENTS TO TERMS.
These Terms of Use (referred to herein as these “Terms of Use”) constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you” or “your”), and BrandLens, Inc. (“Company,” “we,” “us,” or “our”), concerning your access to and use of the https://brandlens.io/ and https://brandlens.info/ websites as well as any other media form, media channel, mobile website, or mobile application related, linked, or otherwise connected thereto (collectively, the “Sites”). We are registered in California, United States and have our registered office at 115 S. Lamer St., Suite E, Burbank, CA 91506. You agree that by accessing the Sites, you have read, understood, and agree to be bound by these Terms of Use, including the Privacy Policy / Terms and Conditions posted on the Sites, which are incorporated into these Terms of Use by reference. IF YOU DO NOT AGREE WITH THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITES, AND YOU MUST DISCONTINUE USE IMMEDIATELY.
Supplemental terms and conditions or documents that may be posted on the Sites from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use from time to time. We will alert you about any changes by updating the “Last updated” date of these Terms of Use, and you waive any right to receive specific notice of each such change. Please ensure that you check the applicable Terms of Use every time you use our Sites, so that you understand which Terms of Use applies. You will be subject to and will be deemed to have been made aware of and to have accepted the changes in any revised Terms of Use by your continued use of the Sites after the date such revised Terms of Use is posted.
Company is not responsible or liable for any delay or failure of performance caused in whole or in part by your delay in performing, or failure to perform, any of your obligations under these Terms of Use.
The information provided on the Sites is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Sites from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
If you are a competitor or prospective competitor offering or considering offering products or services similar to or competitive with those offered by Company, you are hereby prohibited from accessing or using the Sites. Additionally, any access to or use of the Sites for competitive purposes, including monitoring or determining the Sites’ availability, features, functionality, or performance, benchmarking, or for any similar or other purpose, is strictly prohibited.
Use of the Sites and the quantity or volume of user content or Contribution you may upload to the Sites shall be subject to the (i) quantities of disk storage space, (ii) memory, and/or (iii) data transfer (“in” and “out”) made available to you, and (iv) other factors.
The Sites are intended for users who are at least eighteen (18) years old. Persons under the age of eighteen (18) are not permitted to use or register for the Sites.
2. INTELLECTUAL PROPERTY RIGHTS.
Unless otherwise indicated, the Sites, the term “BrandLens,” and all related names are our proprietary property, and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Sites (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. The Content and the Marks are provided on the Sites “AS IS” for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Sites and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission. With respect to third-party materials, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to such third-party materials.
Provided that you are eligible to use the Sites, you are granted a limited license to access and use the Sites and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use, unless commercial use is endorsed or approved per Section 8 below. We reserve all rights not expressly granted to you in and to the Sites, the Content, and the Marks.
Nothing in these Terms of Use grants any right, title, or interest in or to (including any license under) any intellectual property rights (including Content and Marks) in or relating to, the Sites, Third-Party Content (as defined in Section 14), or Third-Party Websites (as defined in Section 14), whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in and to the Sites, Third-Party Content, and Third-Party Websites are and will remain with Company and the respective rights holders in the Third-Party Content and Third-Party Websites. For the avoidance of doubt, all data, intellectual property, and content not created and/or owned by or licensed to you or any third party is owned by us.
3. USER REPRESENTATIONS.
By using the Sites, you represent and warrant that: (1) you have the full right and authority to enter into these Terms of Use, and your use of the Sites will comply with all applicable laws and regulations; (2) all registration information you submit will be true, accurate, current, and complete; (3) you will maintain the accuracy of such information and promptly update such registration information as necessary; (4) you have the legal capacity and you agree to comply with these Terms of Use; (5) you are not a minor in the jurisdiction in which you reside; (6) you will not access the Sites through automated or non-human means, whether through a bot, script, or otherwise; (7) you will not use the Sites for any illegal or unauthorized purpose; and (8) your use of the Sites will not violate any applicable law or regulation. If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Sites (or any portion thereof).
4. USER REGISTRATIONS.
You may be required to register with the Sites. You agree to keep your password confidential and will be responsible for all use of your account and password. You are further responsible and liable for all access to and use of the Sites by anyone through any user login or other ID and password (collectively “Access Credentials”) chosen by or assigned to you, or which you otherwise use to access the Sites as permitted under these Terms of Use. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable. You agree to immediately notify us (via email per Section 35 below) of any unauthorized use of any Access Credentials, or any other actual or suspected breach of security related to the Sites of which you become aware. All Access Credentials created using the Sites (but not, for example, your Facebook or Google Access Credentials), are and shall remain the property of Company, are hereby assigned to Company and constitute Confidential Information of Company, and must be safeguarded as such.
5. FEES AND PAYMENT.
We accept the following forms of payment:
● Visa;
● Mastercard;
● American Express;
● Discover; and
● PayPal.
You may be required to purchase or pay a fee to access some of our services. You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Sites. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. We will bill you through an online billing account for purchases made via the Sites. Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time. All payments shall be made in U.S. dollars.
You agree to pay all charges or fees at the prices then in effect for your purchases, and you authorize us to charge your chosen payment provider for any such amounts upon making your purchase. If your purchase is subject to recurring charges, then you consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until you notify us of your cancellation via email.
You agree to pay all charges or fees at the prices then in effect for your purchases, and you authorize us to charge your chosen payment provider for any such amounts upon making your purchase. If your purchase is subject to recurring charges, then you consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until you notify us of your cancellation via email.
6. FREE TRIAL
We may, in our sole discretion, offer several multi-day free trials to new users who register with the Sites. The account will be charged according to the user’s chosen subscription at the end of the free trial.
7. CANCELLATION
All purchases are non-refundable. You can cancel your subscription at any time by logging into your account or contacting us using the contact information provided below. Your cancellation will take effect at the end of the current paid term.
If you are unsatisfied with our services, please email us at contact@brandlens.io or call us at (818) 861-6110.
8. PROHIBITED ACTIVITIES
You may not access or use the Sites for any purpose other than that for which we make the Sites available as provided herein, and your use must be in accordance with these Terms of Use. The Sites may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.
As a user of the Sites, you agree not to:
● Systematically retrieve data or other content from the Sites to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us;
● Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords;
● Circumvent, disable, or otherwise interfere with security-related features of the Sites, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Sites and/or the Content contained therein;
● Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Sites;
● Use any information obtained from the Sites to harass, abuse, or harm another person;
● Make improper use of our support services or submit false reports of abuse or misconduct;
● Use the Sites in a manner inconsistent with any applicable federal, state, local, or international laws or regulations (including, without limitation, any laws regarding the export of data or software to and from the United States or other countries);
● Engage in unauthorized framing of or linking to the Sites;
● Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Sites or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Sites;
● Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools;
● Delete the copyright or other proprietary rights notice from any Content;
● Attempt to impersonate another user or person or use the username of another user;
● Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”);
● Interfere with, disrupt, or create an undue burden on the Sites or the networks or services connected to the Sites;
● Use the Sites in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Sites;
● Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Sites to you;
● Attempt to bypass any measures of the Sites designed to prevent or restrict access to the Sites, or any portion of the Sites;
● Copy or adapt any of the Sites’ software, including but not limited to Flash, PHP, HTML, JavaScript, or other code;
● Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Sites;
● Except as may be the result of standard search engine or internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Sites, or using or launching any unauthorized script or other software;
● Use a buying agent or purchasing agent to make purchases on the Sites;
● Make any unauthorized use of the Sites, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses;
● Attack the Sites via a denial-of-service (DOS) attack or a distributed denial-of-service (DDOS) attack or otherwise attempt to interfere with the proper working of the Sites;
● Use the Sites as part of any effort to compete with us or otherwise use the Sites and/or the Content for any revenue-generating endeavor or commercial enterprise, unless endorsed or approved by us; and/or
● Sell or otherwise transfer your profile.
9. USER GENERATED CONTRIBUTIONS
The Sites may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and, subject to Section 1, para. 6, may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Sites, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, “Contributions”). Notwithstanding the fact that we will have access to your Contributions on the Sites, you are the sole owner of such Contributions. Contributions may be viewable by other users of the Sites and through third-party websites. As such, any Contributions you transmit may be treated as non-confidential and non-proprietary. When you create or make available any Contributions, you thereby represent and warrant that: ● The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights, of any third party;
● You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Sites, and other users of the Site to use your Contributions in any manner contemplated by the Site and these Terms of Use;
● You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Sites and these Terms of Use;
● Your Contributions are not false, inaccurate, or misleading;
● Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation;
● Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us);
● Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone. Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people. Your Contributions do not violate any applicable law, regulation, or rule;
● Your Contributions do not violate the privacy or publicity rights of any third party. Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors;
● Your Contributions do not include any offensive comments that are connected to race, national origin, religion, gender, gender identity, sexual preference or orientation, or physical handicap; and
● Your Contributions do not otherwise violate or link to material that violates, any term or condition of these Terms of Use, or any applicable law or regulation.
Any use of the Sites in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Sites.
10. CONTRIBUTION LICENSE
By posting your Contributions to any part of the Sites or making Contributions accessible to the Sites by linking your account from the Sites to any of your social networking accounts, you automatically grant, and you represent and warrant that you have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including, without limitation, your image and voice) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such Contributions, and grant and authorize sublicenses of the foregoing. The use and distribution may occur in any media formats and through any media channels.
This license will apply to any form, media, or technology now known or hereafter devised, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide. You waive all moral rights in your Contributions, and you warrant that moral rights have not otherwise been asserted in your Contributions.
We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights, or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Sites. You are solely responsible for your Contributions to the Sites, and you expressly agree to indemnify us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.
We have the right, in our sole and absolute discretion (1) to edit, redact, or otherwise change any Contributions; (2) to re-categorize any Contributions to place them in more appropriate locations on the Sites; and (3) to pre-screen or delete any Contributions at any time and for any reason, without notice. We have no obligation to monitor your Contributions.
11. GUIDELINES FOR REVIEWS
We may provide you with areas on the Sites to leave reviews or ratings. When posting a review, you must comply with the following criteria: (1) you must have firsthand experience with the person/entity being reviewed; (2) your reviews must not contain offensive profanity or abusive, racist, offensive, or hate language; (3) your reviews must not contain discriminatory references based on religion, race, gender, gender identity, national origin, age, marital status, sexual orientation, or disability; (4) your reviews must not contain references to illegal activity; (5) you must not be affiliated with competitors if posting negative reviews; (6) you must not make any conclusions as to the legality of conduct; (7) you must not post any false or misleading statements; and (8) you must not organize a campaign encouraging others to post reviews, whether positive or negative.
We may accept, reject, or remove reviews in our sole discretion. We have absolutely no obligation to screen reviews or to delete reviews, even if anyone considers reviews objectionable or inaccurate. Reviews are not endorsed by us and do not necessarily represent our opinions or the views of any of our affiliates or partners. We do not assume liability for any review or for any claims, liabilities, or losses resulting from any review. By posting a review, you hereby grant to us a perpetual, non-exclusive, worldwide, royalty-free, fully-paid, assignable, and sublicensable right and license to reproduce, modify, translate, transmit by any means, display, perform, and/or distribute all content relating to your review(s).
12. SOCIAL MEDIA
As part of the functionality of the Sites, you may link your account with online accounts you have with third-party service providers (each such account, a “Third-Party Account(s)”) by either: (1) providing your Third-Party Account login information through the Sites; or (2) allowing us to access your Third-Party Account, as it is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent and warrant that you are entitled to disclose your Third-Party Account login information to us and/or grant us access to your Third-Party Account, without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account, and without obligating us to pay any fees or making us subject to any usage limitations imposed by the third-party service provider of the Third-Party Account. By granting us access to any Third-Party Accounts, you understand that (1) we may access, make available, and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the “Social Network Content”), so that it is available on and through the Sites via your account, including without limitation, any friend lists, and (2) we may submit to and receive from your Third-Party Account additional information to the extent you are notified when you link your account with the Third-Party Account. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your account on the Sites. Please note that if a Third-Party Account or associated service becomes unavailable, or our access to such Third-Party Account is terminated by the third-party service provider, then Social Network Content may no longer be available on and through the Sites. You will have the ability to disable the connection between your account on the Sites and your Third-Party Accounts at any time.
PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. We make no effort to review any Social Network Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and we are not responsible for any Social Network Content. You acknowledge and agree that we may access your email address book associated with a Third-Party Account and your contacts list stored on your mobile device or tablet computer solely for purposes of identifying and informing you of those contacts who have also registered to use the Sites. You can deactivate the connection between the Sites and your Third-Party Account by contacting us using the contact information below or through your account settings (if applicable). We will attempt to delete any information stored on our servers that was obtained through such Third-Party Account, except the username and profile picture that become associated with your account.
13. SUBMISSIONS AND CONFIDENTIAL INFORMATION
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information, communication, or materials regarding the Sites (“Submissions”) provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.
From time to time during the period you use the Sites, either party hereto may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party at the time of disclosure; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party. The receiving party shall not disclose the disclosing party’s Confidential Information to any person or entity, except to the receiving party’s employees who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party’s rights under these Terms of Use, including to make required court filings. On the expiration or termination of these Terms of Use, the receiving party shall promptly return to the disclosing party all copies, whether in written, electronic, or other form or media, of the disclosing party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing party that such Confidential Information has been destroyed. Each party’s obligations of non-disclosure with regard to Confidential Information are effective as of the date you start being bound by these Terms of Use and will expire five (5) years from the date first disclosed to the receiving party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the ceasing being bound by these Terms of Use for as long as such Confidential Information remains subject to trade secret protection under applicable law. For the avoidance of doubt, Submissions do not constitute Confidential Information for the purposes of these Terms of Use.
14. THIRD-PARTY WEBSITES AND CONTENT
The Sites may contain (or you may be sent via the Sites) links to other websites (“Third-Party Websites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties (“Third-Party Content”). Some Third-Party Content may require payment per use or per purchase to own or for other purpose. It is solely your responsibility to get familiar with the terms and conditions of such use or purchase of Third-Party Content available on the Sites, and we do not bear any responsibility for such payment(s). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Sites or any Third-Party Content posted on, available through, or installed from the Sites, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Sites and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware that these Terms of Use will no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Sites or relating to any applications you use or install from the Sites. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we bear no responsibility whatsoever in relation to such purchases that are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites, and you shall indemnify, defend, and hold us harmless from and against any harm caused by your purchase of such products or services. Additionally, you shall indemnify, defend, and hold us harmless from and against any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.
15. U.S. GOVERNMENT RIGHTS
Our services are “commercial items” as defined in the Federal Acquisition Regulation (“FAR”) 2.101. If our services are acquired by or on behalf of any agency not within the Department of Defense (“DOD”), our services are subject to the terms and conditions of these Terms of Use in accordance with FAR 12.212 (for computer software) and FAR 12.211 (for technical data). If our services are acquired by or on behalf of any agency within the Department of Defense, our services are subject to the terms and conditions of these Terms of Use in accordance with Defense Federal Acquisition Regulation (“DFARS”) 227.7202‑3. In addition, DFARS 252.227‑7015 applies to technical data acquired by the DOD. This U.S. Government Rights clause is in lieu of, and supersedes, any other FAR, DFARS, or other clause or provision that addresses government rights in computer software or technical data under these Terms of Use.
16. SITES MANAGEMENT
We reserve the right, but not the obligation, to: (1) monitor the Sites for violations of these Terms of Use; (2) take appropriate legal action, in our sole discretion, against anyone who violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without notice or liability, to remove from the Sites or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Sites in a manner designed to protect our rights and property and to facilitate the proper functioning of the Sites.
17. PRIVACY POLICY
We care about data privacy and security. Please review our Privacy Policy at the following website: https://brandlens.io/privacy-policy/. By using the Sites, you agree to be bound by our Privacy Policy, which is incorporated into these Terms of Use. Please be advised the Sites are hosted in the United States. If you access the Sites from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Sites, you are transferring your data to the United States, and you agree to have your data transferred to and processed in the United States.
You are solely responsible for (1) making all arrangements necessary for you to have access to the Sites, and (2) ensuring that all persons who access the Sites through your internet connection are aware of these Terms of Use and comply with them.
18. COPYRIGHT INFRINGEMENTS
We respect the intellectual property rights of others. If you believe that any material available on or through the Sites infringes upon any copyright you own or control, please immediately notify us using the contact information provided below in Section 35 (a “Notification”). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to applicable law, you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Sites infringes your copyright, you should consider first consulting with an experienced attorney.
Under Section 512 of the Copyright Revision Act, as enacted through the Digital Millennium Copyright Act (“DMCA”), to be effective, the Notification should include: (a) a physical or electronic signature of the person authorized to act on behalf of the owner of the right being infringed; (b) identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at the site; (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity, and information sufficient to permit us to locate the material; (d) information sufficient to allow us to contact the complaining party; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright or intellectual property owner, agent, or the law; and (f) a statement that the information in the Notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of the right being infringed. If you fail to comply with all these requirements, your DMCA Notification may not be valid.
You acknowledge and agree that upon receipt and notice of a claim of infringement, we may immediately remove the identified materials from our Sites without liability, and the claims of the complaining party and party that originally posted the materials will be referred to the United States Copyright Office for adjudication as provided in the Digital Millennium Copyright Act.
If you believe that your materials have been removed in error, you may submit a counter-notification in compliance with DMCA. To be effective, the counter-notification must include: (a) your physical or electronic signature; (b) identification of your material that has been disabled, and the location of the material before it was removed; (c) a statement under penalty of perjury that you have a good faith belief that your material was disabled as a result of a mistake or mis-identification of the material; and (d) your name, address, telephone number, and a statement that says you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located (if in the United States), or if your address is outside of the United States, for any judicial district in which the materials may be found, and that you agree to accept service of process from the complaining party, or an agent of such person.
Repeat Infringers. Your account will be terminated if, at Company’s sole discretion, you are determined to be a Repeat Infringer (as defined herein). “Repeat Infringer(s)” are users who have been the subject of one (1) or more valid takedown requests that have not been successfully rebutted or are otherwise deemed so by Company.
19. TERM AND TERMINATION
These Terms of Use shall remain in full force and effect while you use the Sites. WITHOUT LIMITING ANY OTHER TERM OR CONDITION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF THESE TERMS OF USE, ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITES OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT PROVIDING WARNING, AT OUR SOLE DISCRETION.
If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including, but not limited to, pursuing civil, criminal, and injunctive relief against you.
20. MODIFICATIONS AND INTERRUPTIONS
We reserve the right to change, modify, or remove the contents of the Sites at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Sites. We also reserve the right to modify or discontinue all or part of the Sites without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Sites.
We cannot guarantee the Sites will be available at all times. We may experience hardware, software, or other problems or may need to perform maintenance related to the Sites, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Sites at any time or for any reason without providing notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Sites during any downtime or discontinuance of the Sites. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Sites or to supply any corrections, updates, or releases in connection therewith.
21. INFORMATION ABOUT YOU
All information we collect on the Sites is subject to these Terms of Use. By using the Sites, you consent to all actions taken by us with respect to your information in compliance with these Terms of Use.
22. GOVERNING LAW; WAIVER OF JURY TRIAL
These Terms of Use and your use of the Sites are governed by and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be entirely performed within the State of Delaware, without regard to its choice or conflict of law principles. Each Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to these Terms of Use or the transactions contemplated hereby.
23. DISPUTE RESOLUTION
(a) Informal Negotiations.
To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms of Use (each, a “Dispute” and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration proceedings. Such informal negotiations commence upon written notice from one Party to the other Party.
(b) Binding Arbitration.
If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) then-in effect and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”) then-in effect, both of which are available at the AAA website at www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing but will not be required to provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in County of Kent, Delaware. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in County of Kent, Delaware, and the Parties hereby consent to and waive all defenses of lack of personal jurisdiction and forum non convenience with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (“UCITA”) are excluded from these Terms of Use.
In no event shall any Dispute brought by either Party related in any way to the Sites be commenced more than one (1) year after the cause of action arose. If this provision is held to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision held to be illegal or unenforceable, and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for the jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
(c) Restrictions.
The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) 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.
(d) Exceptions to Informal Negotiations and Arbitration.
The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is held to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision held to be illegal or unenforceable, and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
24. CORRECTIONS
There may be information on the Sites that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Sites at any time, without prior notice.
25. DISCLAIMER
THE SITES AND THE INFORMATION ON THE SITES ARE PROVIDED ON AN “AS-IS,” “AS-AVAILABLE” BASIS. YOU AGREE THAT YOUR USE OF THE SITES AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE SPECIFICALLY DISCLAIM ALL REPRESENTATIONS, ENDORSEMENTS, GUARANTEES, OR WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITES’ CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITES, AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SITES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITES, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS-IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN YOU AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.
26. LIMITATIONS OF LIABILITY
UNDER NO CIRCUMSTANCES WILL WE OR OUR DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY IN CONNECTION WITH THE SITES AND YOUR USE OF THE SITES UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (A) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (B) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION, OR DELAY OF THE SERVICES; (C) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (D) COST OF REPLACEMENT GOODS OR SERVICES; (E) LOSS OF GOODWILL OR REPUTATION; OR (F) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER WE WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING OR $1,000.00 USD. CERTAIN UNITED STATES STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
27. INDEMNIFICATION
You agree to indemnify, defend (at our option), and hold us, including our subsidiaries, affiliates, and all of our respective officers, directors, agents, partners, employees, successors, and assigns, harmless from and against any losses, damages, liabilities, claims, judgments, fines, penalties, demands, costs, and expenses, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your Contributions; (2) use of the Sites; (3) breach of these Terms of Use; (4) any breach of your representations and warranties set forth in these Terms of Use; (5) your violation of the rights of a third party, including but not limited to intellectual property rights (alleging the infringement or violation of such third party’s registered patent, trade secret, copyright, or trademark); or (6) any overt harmful act toward any other user of the Sites with whom you connected via the Sites. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding that is subject to this indemnification upon becoming aware of it.
28. USER DATA
We will maintain certain data that you transmit to the Sites for the purpose of managing the performance of the Sites, as well as data relating to your use of the Sites. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Sites. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.
29. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the Sites, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email, and on the Sites satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITES. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction that require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
30. CALIFORNIA USERS AND RESIDENTS
If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.
31. MISCELLANEOUS
These Terms of Use and any policies or operating rules posted by us on the Sites or in respect to the Sites constitute the entire agreement and understanding between you and us. Notwithstanding the foregoing, you may also be subject to additional terms and conditions, posted policies (including but not limited to the Privacy Policy), guidelines, or rules that may apply when you use the Sites. We may revise these Terms of Use at any time by updating these Terms of Use and posting them on the Sites. Accordingly, you should visit the Sites and review these Terms of Use periodically to determine if any changes have been made. Your continued use of the Sites after any changes have been made to these Terms of Use signifies and confirms your acceptance of any such changes or amendments to these Terms of Use.
Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any term or condition or part of a term or condition of these Terms of Use is determined to be unlawful, void, or unenforceable, that term or condition or part of the term or condition is deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining terms or conditions. There is no joint venture, partnership, employment, or agency relationship created between you and us as a result of these Terms of Use or your use of the Sites. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.
If you breach Section 8 of these Terms of Use, Company will be entitled, in addition to any other rights available under these Terms of Use or at law or in equity, to apply for immediate injunctive relief without any requirement to post a bond or other security, and you acknowledge and agree to not contest such application.
32. FORCE MAJEURE
Any failure or delay by Company in the performance of its obligations pursuant to these Terms of Use will not be deemed a default or breach of these Terms of Use or a ground for termination to the extent such failure or delay is due to computer or Internet or telecommunications breakdowns, global pandemics, denial of service attacks, fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil unrest, rebellions or revolutions in the United States or any nation where the obligations under these Terms of Use are to be executed, strikes, supplier and third party failure, lockouts, or labor difficulties, or any similar cause beyond the reasonable control of Company.
33. NOTICES
All applicable notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to the parties hereto at the addresses set forth below (Section 35 for the Company) (or to such other address that may be designated by the party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or email, or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in these Terms of Use, a Notice is effective only: (i) upon receipt by the receiving party; and (ii) if the party giving the Notice has complied with the requirements of this Section.
34. RELATIONSHIP OF THE PARTIES
Nothing contained in these Terms of Use or your use of the Sites shall be construed to constitute either party as a partner, joint venturer, employee, or agent of the other party, nor shall either party hold itself out as such. Neither party has any right or authority to incur, assume, or create, in writing or otherwise, any warranty, liability, or other obligation of any nature, express or implied, in the name of or on behalf of the other party, it being intended by both parties that each shall remain independent contractors responsible for its own actions.
35. CONTACT US
In order to resolve a complaint regarding the Sites or to receive further information regarding use of the Sites, please contact us at:
BrandLens, Inc.
115 S. Lamer St., Suite E
Burbank, CA 91506
United States
Phone: (818) 630-9966
contact@brandlens.io
