Terms of Services

Brandefined, LLC - Terms & Conditions of Service

It is the intent of Brandefined, LLC to provide excellent services for our clients using best industry practices. Brandefined, LLC services, unless otherwise specified in writing, are offered on a monthly agreement with no contract commitment. Monthly Pricing is fixed at the point of purchase, and except for termination as provided below, will not be altered unless agreed upon by both parties.

Services

By subscribing to services provided by Brandefined, LLC (“us”, “we”, “our”, “Company”), you (“you” or “client”) agree to the following terms and conditions of service:

a. Facebook Advertising Products

A Facebook advertising campaign is an advertising service provided by Company utilizing technology that is in the sole control of Facebook. Consultation services and marketing strategies are the sole intellectual property of Company.

Upon creating a new account, a one-time account creation fee is charged and a consultation scheduled. At the conclusion of the consultation, an agreed upon monthly budget will be established and a charge will be processed for the agreed upon monthly budget. Each month thereafter, unless notified, future recurring charges will be processed on the date your ads went live.

Service Guarantee:

The following service guarantee pertains only to new clients purchasing a facebook advertising campaign. Brandefined, LLC offers this commitment. At any point prior to your campaign being set to active on Facebook, you are not satisfied with our process we will honor a cancellation and refund request submitted to billing@brandefined.com. Once the campaign is activated and Brandefined begins to incur charges on your behalf from Facebook, the campaign must be active for at least a full billing cycle.

Brandefined will make an effort to establish communication prior to a client being billed for a second month of service. In the event that we are unable to reach the client by phone, we will establish email contact and provide necessary reports. Billing will continue monthly until we receive proper notification of intent to cancel, pause advertising, or in the event that services are unable to be rendered. Proper notification to cancel is an email to cxl@brandefined.com from the email address associated with the account received 3 days prior to the next billing date. Unless we have agreed with you to provide services for a specified term, we may terminate services upon 30 days written notification to you.

In the event that we are unable to provide service related to Facebook advertising, your subscription will be canceled and all future recurring charges suspended. Charges will be refunded to the payment form on file less actual expenses incurred by us in the attempt to provide service.

b. Graphic Services (Fan Pages, Landing Pages & Alterations)

We provides a variety of graphics design services. Commissioning of graphic design services begins when payment is received in full and is concluded upon the delivery of the finished product. Delivery of finished product will be defined by us as the submission and publication of the product on Facebook. Upon publication, you will have 2 business days to reject the published product. We will provide a maximum of three (3) revisions to the original delivered product.

Upon delivery of the commissioned work, except for Company Intellectual Property (defined below), we irrevocably transfer all rights, ownership, intellectual property interest and legal title of the designs to you. Prior to delivery and acceptance of the completed work all designs are the sole properties of Company.

We also irrevocably transfer all rights, ownership, intellectual property interest and legal title of any editable content to you upon delivery. Any changes made to editable content by a client, including text and images, becomes the legal responsibility of the client. We will not be held liable for repercussions of the use of copyrighted images or text when added to editable content by a client.

Once we gain approval on the design and layout of a project, we will begin the development cycle, and cannot make changes to the design. If, once published, the website becomes corrupted through actions of the customer, the only support we offer is to restore its original configuration.

c. Brandefined Local Branding Solution Campaigns

A Brandefined Local Branding Solution Campaigns is an advertising service provided by Company utilizing technology that is in the sole control of other advertising mediums (Facebook). The nature of each of these products is such that the Company targets markets using certain demographic information by using zip codes, cities or a combination of the two. Dependent on the demographics, the Company will limit the number of clients and ads in an area by population and Facebook users. Many territories are limited to one client. Other areas may have more ad spaces available. Consultation services and marketing strategies are the sole intellectual property of Company. We are not affiliated with Facebook. Each of these campaigns are directed to a very targeted geographic area that appear to users registered in those specific areas. Facebook utilizes both user disclosed locations and IP addresses. In addition to location, campaigns are targeting by other limiting factors on Facebook such as age, hobbies, education, etc. Payment will be received in advance of services rendered. Charges consist of a non-refundable one time account creation fee and a monthly subscription charge. Recurring billing will register to the payment form on file on a month by month basis. The billing date will be determined by the date of initial approval for advertising online.

Eg. If the Ad approval date is the 15th of the month, the next charge would be processed on the 15th day of the following month. In the event that the approval date falls on either the 29th, 30th or 31st and the current billing cycle month has less than 31 days, the recurring billing date will be on the preceding business day.

Billing will continue monthly until we receive proper notification of intent to cancel, pause advertising, or in the event that services are unable to be rendered. Proper notification to cancel is an email to cxl@brandefined.com from the email address associated with the account received 3 days prior to the next billing date. Unless we have agreed with you to provide services for a specified term, we may terminate services upon 30 days written notification to you.

In the event that we are unable to provide service related to Facebook advertising, your subscription will be canceled and all future recurring charges suspended. Charges will be refunded to the payment form on file less actual expenses incurred by us in the attempt to provide service.

d. All Facebook Campaigns

Mobile Products are only available to those who have an approved Facebook Business Page.

Copyright Materials

During the creation of a Facebook Advertising Campaign or other graphics project, we may request that graphic and/or textual materials be provided by you. We will not be held liable in the instance that materials you provide are copyright protected. By providing materials, you certify that you are the owner of the materials. You are responsible for the accuracy, completeness and proprietary nature of all information and material furnished or specified by you to us. You are responsible for the rights, licenses and permissions to use the material furnished or specified by you to us.

Company’s Intellectual Property

You acknowledge that Company owns certain underlying modules, routines, source code, programming code, hypertext, and other pre-existing materials that Company routinely uses and develops in the performance of its services for other clients, including but not limited to Company’s various ideas, know-how, development tools, techniques and other proprietary material or information that may be used in performing its obligations under this agreement (collectively, “Company Intellectual Property”). All Company Intellectual Property shall remain the sole property of Company.

Publicity

You agree that Company may use a collection of the work product produced for you under this agreement in a portfolio of our work that may be shown to third parties, including publicly on the Internet.

Appointment Times, Consultations & Obligations

At the time of purchase, a time may be scheduled for a consultation with an advertising strategist to aid in the creation of a Facebook Advertising Campaign or other graphics project. We will in good faith attempt to keep all appointments at the scheduled time. In the instance that we are unable to conduct a consultation at the scheduled time, for any reason, proper notification will be sent via telephone call and/or electronic communication to reschedule said appointment. In the event that client is unavailable for the scheduled appointment a reasonable effort will be made by us to reschedule consultation. If unable to reschedule within five (5) business days from the date of the initial scheduled consultation, we will consider the consultation waived by client and use best practices to provide services. In summary, if we or you, the client, are unable to connect within five (5) business days of the original purchase, services will be provided by us using best practices and without consultation.

No Guarantee of Results

We use best industry practices and make every effort to provide excellent service; however, we cannot guarantee any particular result.

Facebook Proprietary Property

We are in no way affiliated with Facebook. Technology used in providing services is the sole property of Facebook and is not under the control of Company. As a result, when Facebook makes changes to its technology, we will make a reasonable effort to adjust to said changes. We will not be held liable for changes in policy and technology made by Facebook.

Indemnification

You will indemnify, defend and hold Company and its officers, employees, agents and affiliates harmless from and against any and all costs, liabilities, losses, damages, and expenses (including without limitation reasonable attorney’s fees) resulting from any actual or threatened claim, lawsuit, legal action or proceeding brought by any third parties against Company alleging that any materials, information or content provided to us by you (or material created by us that is modified or altered by you) violates, infringes or misappropriates the rights of any third party.

Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THERE ARE NO OTHER WARRANTIES, CONDITIONS, CLAIMS OR REPRESENTATIONS, WITH RESPECT TO THE SERVICES OR DELIVERABLES, INCLUDING WITHOUT LIMITATION, IMPLIED CONDITIONS OR WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANT- ABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE. THE SERVICES AND DELIVERABLES ARE PROVIDED ON AN “AS IS” BASIS.

Limitation of Damages

In no event will Company be liable for any special, indirect, incidental, exemplary, punitive or consequential damages, even if Company has previously been advised of the possibility of such damages.

Limitation of Remedies Our liability to you arising out of or relating to this agreement or to services or deliverables provided by us to you, under any legal theory, whether in contract, tort, negligence, strict liability, statutory, or otherwise, shall be limited to direct damages and shall not exceed the amounts paid by you under this agreement during the twelve (12) months prior to such loss.

Governing Law

This agreement shall be governed by the laws of the state of Oregon without regard to its conflict of laws principals. You consent to the sole and exclusive jurisdiction of state or federal courts located in Portland, Oregon in the resolution of any dispute arising out of the terms of this agreement. The prevailing party in any dispute will be entitled to recover all reasonable expenses thereof, including arbitration fees, attorney’s fees, and any other fees or costs incurred in connection with the dispute resolution, trial, or petition for review or appeal.

Miscellaneous

This agreement supersedes all previous oral or written agreements between the parties and contains the entire understanding between you and Company. This agreement may not be amended or waived except in a writing signed by both parties. In the event any provision of this agreement is held by a tribunal of competent jurisdiction to be contrary to the law, the remaining provisions of this agreement will remain in full force and effect and each term and provision of this agreement shall be valid and enforced to the fullest extent permitted by law. Section headings are for reference only and do not affect the construction or interpretation of this agreement. The terms under this agreement which by their nature would continue beyond the termination or expiration of this agreement, including without limitation those contained in the sections titled “Company Intellectual Property”, “Indemnification”, “Disclaimer of Warranties”, “Limitation of Damages”, “Limitation of Remedies”, and “Governing Law” shall survive the termination or expiration of this agreement. This agreement is the result of negotiation between sophisticated parties and no provision hereof shall be construed against a party solely because that party was responsible for drafting the provision in question.