Terms Of Service

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:

CONTRACTS AND OBLIGATIONS

Subscriptions are products and services rendered by us that are billed on a recurring basis. Unless otherwise specified, your recurring period is a calendar month beginning on the date services are activated and renew on the same day of the month for future recurring periods. In the instance that your renewal date is on a weekend, holiday or does not occur during that calendar month, your renewal will be processed on the first eligible business day prior to your renewal date. Subscriptions can be terminated by composing an email from the address on file to billing@brandefined.com expressing your intent and must be received no later than three business days prior to your renewal date. Once a renewal charge has been processed, services will continue for the entirety of your recurring period and refunds will not be issued.
Projects are products and services we provide that are billed up front or on an agreed upon installment plan. Examples of projects include, but are not limited to: applications, designs, websites, search engine optimization, promotional materials, etc... When payment, partial or in full, has been received we will initiate your project and establish a reasonable timeline for completion. Unforeseen delays can occur based on many factors including, but not limited to: staffing requirements, vendor delays, and your responsiveness to communication. Once a project has been initiated, we will complete your project in good faith. No refunds will be issued, and payment must be made in full prior to receiving your completed project.

REFUNDABLE DEPOSITS

During the process of onboarding new clients, in many instances, it is our standard practice to retain a deposit prior to providing consultation services. If, upon completing your consultation, you choose to purchase products or services from us, a credit will be applied to that purchase in the amount of your deposit. Otherwise, a refund in the amount of your deposit will be issued to the form of payment on file.

COPYRIGHT MATERIALS

Design assets provided by us are either custom creations or have been purchased from a certified vendor on your behalf. These assets are royalty free, and their use is not in violation of any copyright laws. When providing or directing us to use design assets not provided by us, you certify that you are the owner of these assets. You assume the responsibility of the rights, licenses, and permissions to use the furnished or specified assets by you to us.

3RD PARTY PLATFORMS

We utilize a variety of 3rd party platforms during the execution of our marketing solutions. These platforms include but are not limited to: Google, Facebook, Instagram, etc…. The owners of these platforms retain sole control over all aspects of their respective platforms. Their technology, methods and policies are subject to change without notice and may have an impact on our ability to deliver services. When changes occur, we will make a good faith effort based on best practices to adapt to these changes on your behalf.

NO GUARANTEE OF RESULTS

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

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.

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.

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.