App Description and Use: The App is designed to provide access to Brandpreneur content and connect its members (“Members”). There is no fee associated with signing up for a Brandpreneur Account (as defined below).
Modifications to the App: Brandpreneur reserves the right to modify or discontinue, temporarily or permanently, the App (or any part thereof) with or without notice. You agree that Brandpreneur will not be liable to you or to any third party for any modification, suspension or discontinuance of the App. We have no obligation to retain any part of the Brandpreneur Account (as defined below) for any period of time beyond what may be required by applicable law.
Member Fees: There is no fee associated with registering a Member Account.
CONDITIONS OF USE OF THE APP
License to Use the App: The App is solely for your personal and non-commercial use. Except for the foregoing limited license, no right, title or interest shall be transferred to you. Unless otherwise expressly authorized herein or in the App, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or upload for any commercial purposes, any portion of the App, use of the App, or access to the App.
Brandpreneur Account: When creating a Brandpreneur Account you will be asked for the following information:
· full name
Brandpreneur Account, Password and Security: You may only use and access your own Brandpreneur Account, and you may not provide another person with the username and password to access your Brandpreneur Account. You are fully responsible for any and all activities that occur under your password or Brandpreneur Account. You agree to (a) immediately notify Brandpreneur of any unauthorized use of your password or Brandpreneur Account or any other breach of security, and (b) ensure that you exit from your Brandpreneur Account at the end of each session when accessing the App. Brandpreneur will not be liable for any loss or damage arising from your failure to comply with this Section.
User Conduct: You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages or other materials (“Content”) that you upload, post, publish or display (hereinafter, “upload”) or email or otherwise use via the App. The following are examples of the kind of content and/or use that is illegal or prohibited by Brandpreneur. Brandpreneur reserves the right to investigate and take appropriate legal action against anyone who, in Brandpreneur's sole discretion, violates this provision, including without limitation, removing the offending Content from the App, suspending or terminating the account of such violators and reporting you to the law enforcement authorities.
You agree to not use Brandpreneur to:
(a) email or otherwise upload any Content that:
(i) infringes any intellectual property or other proprietary rights of any party;
(ii) you do not have a right to upload under any law or under contractual or fiduciary relationships;
(iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
(iv) poses or creates a privacy or security risk to any person;
(v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation;
(vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable; or
(vii) in the sole judgment of Brandpreneur, is objectionable or which restricts or inhibits any other person from using or enjoying the App, or which may expose Brandpreneur or its users to any harm or liability of any type;
(b) interfere with or disrupt the App or servers or networks connected to the App, or disobey any requirements, procedures, policies or regulations of networks connected to the App;
(c) violate any applicable local, state, national or international law, or any regulations having the force of law;
(d) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
(e) solicit personal information from anyone under the age of 18;
(f) harvest or collect email addresses or other contact information of other users from the App by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
(g) advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;
(h) further or promote any criminal activity or enterprise or provide instructional information about illegal activities; or
(i) obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the App.
Content: You represent and warrant that you own all right, title and interest in and to Content uploaded by you, including, without limitation, all copyrights and rights of publicity contained therein. By uploading any Content you hereby grant and will grant Brandpreneur, its affiliated companies and partners, a nonexclusive, worldwide, royalty free, fully paid up, transferable, sub-licensable, perpetual, irrevocable license to copy, display, upload, adapt, perform, publish, distribute (through multiple tiers of distribution and partnerships), store, modify and otherwise use and fully exploit your Brandpreneur Content in any and all media, form, medium, technology or distribution methods now known or later developed and for any and all purposes (commercial or otherwise).
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information relevant to the App (“Submissions”), provided by you to Brandpreneur, its affiliated companies or partners are non-confidential and Brandpreneur, its affiliated companies and partners will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
Rules for Content: By submitting, posting, or uploading Content, you agree to the following rules:
You have or own the necessary rights, consents, releases, licenses, and/or permissions for the Content;
The Content will not damage you, us, or any third party;
The Content is accurate and complete;
The Content does not advertise, promote, or solicit business without the prior written consent of Brandpreneur; and
You will not do or attempt to do anything to harm, disrupt, or interfere with Brandpreneur’s security, system, accounts, passwords, servers, data, or networks.
Content is the sole responsibility of the person(s) who created it, and Brandpreneur and its employees, agents, directors, and officers, undertake no obligation or liability related to such content. Brandpreneur and its employees, agents, directors, and officers, do not undertake or assume any duty to monitor for inappropriate or unlawful Content, nor does it assume responsibility or liability that may arise from the Content, including, but not limited to, claims of defamation, libel, slander, infringement, invasion of privacy and publicity rights, obscenity, pornography, fraud, or misrepresentation.
Defamatory Comments: You agree and understand that you may be held legally responsible for damages suffered by other users or third-parties as the result of your remarks, information, feedback or other content posted or made available on the App that is deemed defamatory or otherwise legally actionable. Brandpreneur is not legally responsible, nor can it be held liable for damages of any kind, arising out of or in connection to any defamatory or otherwise legally actionable remarks, information, feedback or other content posted or made available on the Site.
INTELLECTUAL PROPERTY RIGHTS
App: Brandpreneur owns all rights in (1) the App, (2) the content on the App, (3) any technology associated with the App, and (4) Brandpreneur’s trademarks and any goodwill, derivative works, improvements and/or intellectual property associated with the App. Users will not copy, modify, distribute, sell, or lease the App or any part thereof or attempt to unlock or bypass any encryption or other protections used by Brandpreneur. Users acknowledge that the App constitutes Brandpreneur trade secrets and confidential information. Users will not use any such information to duplicate the App or the results of the App or to develop a similar App, or to enable any third party to do any of the foregoing. Users shall not develop or use any alternative App that is substantially similar to the App. Any violation of this provision shall be deemed to be an infringement of Brandpreneur’s intellectual property and may result in termination of your Brandpreneur Account at Brandpreneur’s sole discretion and/or taking any legal action that Brandpreneur may deem necessary.
The following uses are not permitted:
· Republication of content from the App, unless content is specifically and expressly made available for republication;
· Sale, rental, or sub-license of any content from the App;
· Reproduction or duplication of any content on the App for commercial purposes;
· Modification of any content on this App, unless content is specifically and expressly made available for modification;
· Redistribution of content of the App, unless content is specifically and expressly made available for redistribution.
You must not use the App in a way that causes, or may cause, damage to the App or impair the availability of access to the App. You must not decompile, reverse engineer, disassemble or otherwise reduce the App, except to the extent that such activity is expressly permitted by applicable law. You must not use the App to copy, store, host, transmit, send, use, publish or distribute any material that consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit and/or other harmful code or malicious software.
You must not conduct any systematic or automated data collection activities, including, but not limited to scraping, data mining, data extraction or data harvesting on or in relation to the App without Brandpreneur's express written permission.
You must not use the App to transmit or send any unsolicited commercial communications.
You must not use the App for any third-party marketing without Brandpreneur's express written permission.
Any rights not expressly granted herein are reserved by Brandpreneur.
If you are a copyright owner and you believe that any User Content has infringed upon your copyrights, you may submit a notification to Brandpreneur pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing a written statement to our Copyright Agent at email@example.com pursuant to 17 U.S.C. § 512(c)(3) that includes:
(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
(ii) 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 that site.
(iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Brandpreneur to locate the material.
(iv) Information reasonably sufficient to permit Brandpreneur to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
(v) 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 owner, its agent, or the law.
(vi) 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 an exclusive right that is allegedly infringed.
If the notification does not include all of the above listed requirements, it may not be valid.
If you believe the content at issue in any DMCA notice does not infringe or you have authorization from the copyright owner, you may file a counter-notice with Brandpreneur’s Copyright Agent pursuant to 17 U.S.C. § 512(g)(3) that includes:
(i) Your physical or electronic signature.
(ii) Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.
(iii) A statement under penalty of perjury that you had a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
(iv) Your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court in the District of Nevada and a statement that you will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.
If Brandpreneur’s Copyright Agent receives a Counter-Notice, Brandpreneur will use its discretion as to whether it will send the counter-notice to the party who sent the DMCA. If the party who sent the DMCA does not respond or file an action seeking a court order, Brandpreneur may replace any removed content within fourteen (14) business days of receipt of the counter-notice.
Repeat Infringer Policy: In accordance with the DMCA and other applicable law, Brandpreneur has adopted a policy of terminating, in appropriate circumstances and at Brandpreneur's sole discretion, any users of the App who are deemed to be repeat infringers. Brandpreneur may also at its sole discretion limit access to the App and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
INDEMNITY AND RELEASE
DISCLAIMER OF WARRANTIES
The App was developed strictly for informational purposes. You understand and agree that you are fully responsible for your use of the information provided on the App. Brandpreneur makes no representations, warranties or guarantees. You understand that results may vary from person to person. Brandpreneur assumes no responsibility for errors or omissions that may appear in the App.
YOUR USE OF THE APP IS AT YOUR SOLE RISK. THE APP IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. BRANDPRENEUR EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
BRANDPRENEUR MAKES NO WARRANTY THAT (I) THE APP WILL MEET YOUR REQUIREMENTS, (II) THE APP WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE APP WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE APP WILL MEET YOUR EXPECTATIONS.
LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT BRANDPRENEUR WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF BRANDPRENEUR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE APP; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE APP; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE APP; OR (V) ANY OTHER MATTER RELATING TO THE APP. IN NO EVENT WILL BRANDPRENEUR’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID BRANDPRENEUR OR RECEIVED THROUGH THE APP IN THE LAST THREE (3) MONTHS.
Governing Law: For claims not subject to the Dispute Resolution section above, this Agreement will be governed by the laws of the State of Nevada, without reference to its conflict of law principles and jurisdiction of any and all such disputes will lie in the state and federal courts sitting in Nevada County, Nevada. User consents to personal jurisdiction in the state and federal courts located therein and hereby waives all defenses of lack of personal jurisdiction and forum non-conveniens.
No Class Actions: The parties agree that we can only bring a claim against each other on an individual basis. That means: (a) neither you nor Brandpreneur can bring a claim as a plaintiff or class member in a class action, consolidated action or representative action; (b) an arbitrator cannot combine more than one person's claim into a single case, and cannot preside over any consolidated, class or representative arbitration proceeding (unless we both agree to change this); (c) an arbitrator's decision or award in one person's case can only impact the person who brought the claim, not other Users, and cannot be used to decide other disputes with other Users.
International Use: Brandpreneur makes no representation that the App is appropriate or available for use in locations outside of the United States. If you access the App from other locations, you do so at your own risk and are responsible for compliance with local laws.
You agree that you are solely responsible for your interactions with any other user in connection with the App and Brandpreneur will have no liability or responsibility with respect thereto. Brandpreneur reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the App.
YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS. YOU ACKNOWLEDGE AND UNDERSTAND THAT BRANDPRENEUR HAS NOT, AND DOES NOT, IN ANY WAY: (A) SCREEN THE USERS OF THE APP; (B) INQUIRE INTO THE BACKGROUNDS OF ITS USERS OF THE APP; OR (C) REVIEW OR VERIFY THE STATEMENTS OF ITS USERS OF THE APP. YOU HEREBY AGREE TO EXERCISE REASONABLE PRECAUTION IN ALL INTERACTIONS WITH OTHER USERS, PARTICULARLY IF YOU DECIDE TO MEET ANOTHER USER. BRANDPRENEUR DOES NOT REPRESENT, WARRANT, ENDORSE OR GUARANTEE THE CONDUCT OF ITS USERS. IN NO EVENT SHALL BRANDPRENEUR BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO ANY USER'S CONDUCT IN CONNECTION WITH SUCH USERS'S USE OF THE APPS, INCLUDING, WITHOUT LIMITATION, BODILY INJURY, PROPERTY DAMAGE, WRONGFUL DEATH, EMOTIONAL DISTRESS, LOSS OF PRIVACY OR ANY OTHER DAMAGES RESULTING FROM COMMUNICATIONS OR MEETINGS BETWEEN USERS.
QUESTIONS? CONCERNS? SUGGESTIONS?