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Terms and Conditions

Service Agreement

TERMS AND CONDITIONS PERTAINING TO:

BRAND [U] INC. DESIGN AND WEBSITE SERVICES

THESE ARE THE TERMS AND CONDITIONS (“Agreement”) APPLICABLE TO THE PURCHASE AND SALE OF DESIGN AND WEBSITE RELATED SERVICES AMONG YOU (“Customer”, “you” or “your”) AND BRAND [U] INC. INC. (“Brand [U] Inc., “us”, “we” or “our”). IF YOU DO NOT AGREE TO BE LEGALLY BOUND BY THESE TERMS AND CONDITIONS, YOU MAY NOTIFY BRAND [U] INC. WITHIN THREE (3) DAYS OF YOUR ORDER AND THE SERVICES WILL BE CANCELED WITH NO FURTHER OBLIGATIONS BY EITHER PARTY EXCEPT PAYMENT FOR WORK ALREADY EXECUTED SUCH AS DESIGN AND DEVELOPMENT COSTS OF A WEBSITE WHICH ARE NOT REFUNDABLE UNDER ANY CIRCUMSTANCES. FAILURE TO NOTIFY BRAND [U] INC. OF CANCELLATION WITHIN SUCH PERIOD SHALL BE DEEMED TO INDICATE THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS AND CONDITIONS, AND AGREE TO BE BOUND BY THEM. IN ADDITION, YOU MAY ELECT TO PURCHASE ADDITIONAL SERVICES FROM BRAND [U] INC., OR THEIR PARTNERS AND/OR OTHER THIRD PARTIES, WHICH HAVE THEIR OWN TERMS AND CONDITIONS, AGREEMENTS AND ACCEPTABLE USE AGREEMENTS, ASIDE FROM THIS AGREEMENT. THOSE AGREEMENTS SHOULD BE PRESENTED TO YOU AT THE TIME OF PURCHASE AND/OR ACCOUNT LOGIN, AND IT IS YOUR OBLIGATION TO REVIEW, ACCEPT AND ABIDE BY THOSE AGREEMENTS AS WELL AS THIS AGREEMENT. TERMS AND CONDITIONS FOR ALL OF OUR SERVICES CAN BE FOUND ON: http://www.branduinc.com/terms.html

1. PAYMENT

Customer shall pay Brand [U] Inc. for the Services provided. If Customer exceeds stated limits for any part of the Services, additional fees may apply based on posted rates. All rates are stated net of all applicable federal, state, and local taxes. On any amounts not paid when due, Customer agrees to pay interest at the rate of 1.5% per month (18% per year) or, if such rate is in excess of the rate allowed by law, then Customer agrees to pay the highest rate allowed by law. In addition, Customer agrees to pay all costs of collection, including costs of litigation and reasonable attorneys’ fees. Customer agrees to execute financing statements and other instruments at Brand [U] Inc.’ request. A $20 (Twenty U.S. Dollars) collection fee will be charged for all dishonored checks. A $20 (Twenty U.S. Dollars) fee will be assessed for the following reasons:

  1. late payment,
  2. payment with insufficient funds,
  3. denied or invalid credit card number, or
  4. restart of Service terminated for nonpayment. Payment is late after the tenth (10th) day of the month. Brand [U] Inc. may change any fee, rate, or plan upon thirty (30) days’ notice (except for hosting fees [see Section 5 herein]).

2. CUSTOMER OBLIGATIONS FOR WEBSITE CREATION, MAINTENANCE AND CANCELLATION

Customer shall be responsible for the following:

  1. Providing Brand [U] Inc. with all necessary information, data, text, music, sound, images, photographs, graphics, video, messages, tags and custom images (including, but not limited to, design, pamphlets, brochures, logos, and other images) and other materials (“Content”) in connection with development of the Website other than that which is supplied by Brand [U] Inc..
  2. Contacting Brand [U] Inc. for all changes, modifications, and enhancements to the Website and/or Services starting from the date of sale.
  3. Providing feedback to Brand [U] Inc. within ten (10) days of site publication with changes that would be a part of site design and development. Lack of communication from the customer shall constitute approval to submit the site to search engines.
  4. Informing Brand [U] Inc. through E-Mail with notice of Customer’s decision to cancel or discontinue the Services starting from the date of sale. IF CUSTOMER DECIDES TO CANCEL, CUSTOMER MUST CONTACT AND NOTIFY BRAND [U] INC. OF THE DECISION TO CANCEL BY WRITING TO monthlywebservice@branduinc.comIF NO SUCH NOTIFICATION IS GIVEN TO BRAND [U] INC. BY CUSTOMER, BRAND [U] INC. WILL ASSUME THAT CUSTOMER IS SATISFIED WITH AND ACCEPTS THE SERVICES, AND BRAND [U] INC. WILL BEGIN BILLING THE MONTHLY SERVICE FEE DIRECTLY TO CREDIT CARD, OR AUTOMATED CLEARING HOUSE (ACH). The set up costs (also known as Design and Development costs) will be charged upon publication of the first draft of the website by Brand [U] Inc. and are not refundable under any circumstances.
  5. Obtaining Internet connectivity to access the Website, to send and receive e-mail, and to otherwise access and utilize the Internet.
  6. To the extent Customer gathers any personal information about visitors to the Website, Customer will not share that personal information with any third party without first obtaining a visitor’s consent.
  7. Providing current and updated contact information (including e-mail address and fax number) for Brand [U] Inc.’ use in contacting Customer concerning the Website.
  8. Customer represents to Brand [U] Inc. that Customer is at least eighteen years old and is responsible for supervising the activities of any under-age user.
  9. Ensuring that the Website content provided by Customer does not infringe or violate the Intellectual Property rights (including, but not limited to, trademarks, trade names, copyrights, patents, domain registration rights, and trade secrets) or any other right of any third party (including, but not limited to, rights of privacy and contractual rights), and acquiring any authorization(s) necessary to use intellectual property or other proprietary information of third parties.
  10. Ensuring the accuracy of materials provided to Brand [U] Inc., including, without limitation, website content, descriptive claims, warranties, guarantees, nature of business, and contact information for the Customer.

3. FEES NON REFUNDABLE

Customer understands that any fees and annual or monthly charges are nonrefundable.

4. DESIGN AND DEVELOPMENT SERVICES

Design and Development of the site is commenced immediately on the basis of recorded order verification. The initial non-refundable payment is due immediately upon signing of contract.  The recurring payment is due immediately on the publishing of the first draft of the website, including but not limited to temporary sites which may state “Coming Soon” or “Under Construction”. The customer will have two reviews within a period of five (5) days after website publication to request Brand [U] Inc. for reasonable changes to the website. After five days, the customer shall have the opportunity to make changes as monthly updates in accordance with their service plan.

5. ONGOING SERVICES

Service commencement is initiated on the basis of recorded order verification and begins on the date that the first draft of the Website is published and available on the Internet. This is the site “origination date” or “active date.” Upon cancellation, Customer will receive a final bill reflecting the balance due for any remaining charges. Customer agrees to pay all fees incurred by Customer and billed to Customer via credit card, check, direct billing and/or third party billing arrangement. Direct billing is due upon receipt of invoice. Brand [U] Inc. reserves the right to adjust its hosting fees from time to time without prior notice to Customer.

6. IDENTITY DESIGN SERVICES

Depending on the level of Service purchased, Brand [U] Inc. will create a brand identity design tailored toward Your reasonable expectations.

If you purchase the logo design Service, the Service will include an initial interview, presentation of the three (3) initial designs and up to two (2) rounds of requested revisions to the selected design.

If you purchase the business card and/or any other collateral design Service, the Service will include presentation of one (1) initial designs and up to one (1) round of requested revisions to the selected design, unless otherwise stated in the agreement for services. The business card design Service includes design for a standard 3.5” x 2” one-sided card. The letterhead design Service includes design for one-sided standard letterhead size 8.5” x 11” and one-sided standard #10 envelope size 9.5” x 4.13”. Non-standard sizes, double-sided design, die-cuts, Microsoft Word template design and all other collateral designs may be included at Your request and for an additional quoted fee. The business card design Service includes typesetting of one (1) name with contact information, and requires Your submittal of the name and contact information before the design Service will begin. The business card and all other collateral design Services will include elements from the logo and/or complementary graphics and will not include illustration, hand-drawing, hand coloring, or logo design.

Brand [U] Inc. may request sample artwork, content or other material that You have indicated a desire to incorporate into the brand identity design. All such material must be supplied in an electronic file format and transmitted to Brand [U] Inc. electronically via email or file upload. Files that are too large to be transmitted electronically can, by prior arrangement, be delivered on a CD to our facilities via any standard shipping carrier. Content can, by prior arrangement, be faxed or sent to our facilities in hard copy format. Content delivered in hard copy format may incur additional fees for electronic conversion. Brand [U] Inc. is not responsible for delays in completion due to delays in the receipt of shipped items. Brand [U] Inc., in its sole discretion, may require You to re-submit images should they determine that the images are not of high enough quality. Brand [U] Inc. will not begin construction of Your brand identity design until all requested materials and assurances of rights have been received from You. All materials provided should be copies and not original material. Brand [U] Inc. will not return any materials provided by You in the design process. Failure to provide such material within fifteen (15) days from request will result in cancellation of Your work order. No credits or refunds will be given for such cancellation.

If You provide a logo design for use in a business card or collateral design, Brand [U] Inc. will complete the design service if in its sole determination the logo design You provide is a high enough quality vector illustration. If the logo design You provide is not a high enough quality vector illustration, Brand [U] Inc. will offer to recreate the logo in a vector format for an additional fee. If You purchase a business card design or letterhead design in addition to a logo design, design service for the business card and letterhead will begin after Your final approval of the logo design.

Brand [U] Inc. will strive toward Your Satisfaction, but does not guarantee that all of Your requests will be satisfied if they are unreasonable or unable to be accomplished within the scope of the Services. Delivery of Your approved brand identity design via electronic mail completes Brand [U] Inc. ‘s obligations under this Agreement and releases Brand [U] Inc. from any obligation for further revisions or alterations. You agree that Brand [U] Inc. is not responsible for sending files to, or any communication with, your vendor(s). Requests for additional design compositions or design revisions, will result in additional hourly design fees based on the number of additional hours worked. If You cancel the brand identity design service after work has commenced, You will incur a termination fee based on the number of hours invested in the brand identity design service.

7. LIMITATIONS

Brand [U] Inc. strives towards creating a brand identity design that meets Your expectations. However, Brand [U] Inc. does not guarantee that expectations will be met if requests are unreasonable or unable to be completed within the scope of the Service. Every step of the Service requires Your feedback. Failure to provide timely and reasonable feedback may delay or frustrate completion of the Service. Brand [U] Inc. is not responsible for additional fees, time, or expenses incurred because of delays caused by lack of reasonable feedback, including Your failure to initiate the process. Should You fail to initiate the creation process by not responding to the initial request for interview within fifteen (15) days, Your account will be considered inactive and the Service will terminate. No refunds or credits will be given for termination due to Your failure to respond to the initial request for interview or any feedback requests. Should You delay feedback for more than fifteen (15) days Your unfinished brand identity design may be archived and will require additional activation fees to recover.

Brand [U] Inc. reserves the right to refuse any direction to create a brand identity design that exploits children, contains pornography or other tasteless images, contains copyrighted or trademarked materials of others or infringes on the intellectual property rights of another, harasses, defames or slanders another, or for any other reason that Brand [U] Inc., in its sole discretion, decides. Brand [U] Inc. has the right, but not the obligation, to back up or archive Your brand identity design before delivery.

The Services, the resulting product and all copies belong to Brand [U] Inc.. The Services, the resulting product and all copies are copyrighted and are protected by United States copyright laws and international treaty provisions with all rights reserved. Upon final delivery of the brand identity design, Brand [U] Inc. grants You all rights, titles and interest in the brand identity design and any products resulting from the purchase of the Services. Except as explicitly granted herein, Brand [U] Inc. does not grant any express or implied right to You under Brand [U] Inc. patents, copyrights, trademarks, or trade secret information. Brand [U] Inc. may display the resulting product as-is or with alterations online, in marketing materials, or in other manners in Brand [U] Inc.’s sole discretion.

The logos developed by Brand [U] Inc. are delivered without any representation or warranty as to Your ability to obtain trademark, copyright, or similar protections in the United States or any other jurisdiction. Brand [U] Inc. expressly disclaims all liability for infringement on the intellectual property or other proprietary rights of any third party. Brand [U] Inc. is not responsible for advising You as to any potential trademark or copyright issues related to proposed logo designs, and You should consult Your own attorney with any such questions.

8. MAINTENANCE AND ALTERATIONS AFTER DELIVERY

The Services are for the initial creation of a brand identity design only and do not include routine maintenance or major alterations.

9. AVAILABILITY OF SERVICES

Subject to the terms and conditions of this Agreement and each of Brand [U] Inc.’s policies and procedures, Brand [U] Inc. shall use commercially reasonable efforts to attempt to provide the Services on Monday – Friday, 10am – 4pm EST basis, excluding holidays, throughout the term of this Agreement. You acknowledge and agree that from time to time the Services may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs that Brand [U] Inc. may undertake from time to time; or (iii) causes beyond the reasonable control of Brand [U] Inc. or that are not reasonably foreseeable by Brand [U] Inc., including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures. You acknowledge and agree that Brand [U] Inc. has no control over the availability of the Services on a continuous or uninterrupted basis.

10. PRINTING SERVICES

BRAND [U] INC. printing services, provided by a third party company, consist of printing, cutting, packaging and shipping printed material to the address specified by client. Printed material is normally shipped via UPS ground service. BRAND [U] INC. is not responsible for any material lost through the mail/in transit. Printed material is shipped the next business day once assembled and packaged. BRAND [U] INC. is not responsible for any material provided by client, which is offensive, inaccurate or illegal. The color on client’s monitor may not be representative of the printed piece. The monitor uses a resolution of 72 dpi and is RGB based, while printing uses 300 dpi or higher and is CMYK based. The colors on the monitor may be brighter than they will appear when they print. BRAND [U] INC. will provide client with an online proof for approval. Once approved by client, any additional revisions, per new proof, will incur a proofing fee of $25.  Since each order is unique to each client, it has no re-sale value, All Sales Are Final. If we verify that the printer made an error, we will request, on the clients’ behalf, to re-print the order. No Refunds or Credits will be issued at any time.  Client must notify BRAND [U] INC. within 3 business days of order acceptance to notify any defects discovered in the ordered product. In order to receive a replacement, the client must return 100% of the received product within 7 days (at you own expense) from the time when the delivery was received.  All new charges related to expediting printing (Rush Printing or Shipping) are NON REFUNDABLE, including those orders that are returned for any reason.

11. CUSTOMER OBLIGATION ON USAGE OF BRAND [U] INC. SERVICES

Customer will use the Services in a manner which does not interfere with or disrupt other network users, services, or equipment, and Brand [U] Inc. reserves the right to terminate or suspend Services without notice if such interference is determined by Brand [U] Inc. to exist. Such interference or disruption includes, but is not limited to:

  1. wide-scale distribution of messages, including bulk e-mail or unsolicited spam e-mail, or wide-scale distribution of messages to inappropriate mailing lists, newsgroups, or other public or private forums,
  2. propagation of computer worms or viruses, and
  3. use of the network to make unauthorized entry to other computational, information, or communications devices or resources. This includes unauthorized security probing activities or other attempts to evaluate the security integrity of a network or host system without permission.

    12. BRAND [U] INC. RIGHT TO TERMINATE THE SERVICES

    Brand [U] Inc. reserves the right to deny, terminate, or suspend Services without notice if, in Brand [U] Inc.’s sole discretion, the Services is used by Customer in a manner that violates or may violate the following standards, and Brand [U] Inc. reserves the right to reject, alter, modify, or remove the Website, Website domain name, URL address, or any Website content (including, but not limited to, any language, words, text, photographs, designs, drawings, graphics, images, symbols, or logos) which Brand [U] Inc. in its sole discretion deems to be:

    1. An infringement on or a mechanism designed to facilitate the infringement of a propriety interest of any third party, including without limitation, any copyright, trademark, domain registration right, trade secret, or patent right. By using the Service, Customer represents and warrants that any name or word submitted to be used as all or part of the URL associated with the Website does not infringe any trademark or domain name rights of any third party. Moreover, Customer warrants that it has a present good faith intention to use the URL it requests in connection with a commercial or personal endeavor and that it is not merely “cybersquatting,” i.e., obtaining the URL merely to attempt to sell the rights to the URL or subdomain to some third party.
    2. In violation of any federal, state, county, and municipal laws, regulations, governmental agency orders, and court orders.
    3. Offensive, including without limitation, bigotry, racism, discrimination, hatred, or profanity; is disparaging, defamatory, libelous, or results in an invasion of privacy; promotes or provides instructional information about illegal activities or physical harm or injury to any group, individual, institution or property; or infringes on a proprietary interest of any third party, including without limitation, any copyright, trademark, domain registration right, trade secret or patent right; or may violate any federal, state, county, and municipal laws, regulations, governmental agency orders, and court orders; or
    4. States or implies that the Website is placed by Brand [U] Inc. or any party with a contractual relationship with Brand [U] Inc., or that such parties endorse the Customer’s products or services.
    5. Pornographic or obscene. Brand [U] Inc. neither sanctions nor permits hosted site content or the transmission of data that contains illegal or obscene material or fosters or promotes illegal activity. Brand [U] Inc. reserves the right to immediately suspend or terminate any site or transmission that violates this policy, without prior notice. In the event of such termination, Customer agrees that the unused portion of any fees Customer may have paid for any Services rendered to Customer by Brand [U] Inc. are an appropriate recompense to Brand [U] Inc. for the time required to respond to and address issues created by Customer’s illegal or obscene site/content, and Customer agrees not to seek recovery of those fees. Further, should Customer violate this policy, Brand [U] Inc. will actively assist and cooperate with law enforcement agencies and government authorities in collecting and tendering information about Customer, the Website, the illegal or obscene content, and those persons that may have inappropriately accessed, acquired, or used the illegal or obscene content.
    6. Violent or encouraging violence.
    7. Disparaging, defamatory, libelous, or resulting in an invasion of privacy.
    8. Promotion or providing of instructional information about illegal activities or physical harm or injury to any group, individual, institution or property, or encouraging illegal or criminal conduct.
    9. Promotion or facilitation of, or engaging in, consumer deception or fraud, drug use, drug dealing, pyramid schemes, gambling, or any other illegal activities.
    10. Intentional holding of Brand [U] Inc. (including its affiliates) or their employees or stockholders up to public scorn, ridicule, or defamation.

    13. NO WARRANTIES OR GUARANTEES

    The Services are provided on an “as is” and “as available” basis. Brand [U] Inc.’s entire liability and Customer’s exclusive remedy against Brand [U] Inc. for any failure of service under this Agreement, or the performance or nonperformance of any obligation under this Agreement, shall be limited to a refund of amounts paid to Brand [U] Inc. during the period of time that the Services contracted for were interrupted or not provided properly or continuously. The entire liability of Brand [U] Inc. and Customer’s exclusive remedy against Brand [U] Inc. for errors in the Website (other than those errors caused by Customer) shall be the correction of such errors upon notice from Customer. EXCEPT AS EXPRESSLY STATED HEREIN, CUSTOMER’S USE OF THE SERVICE IS AT THEIR OWN RISK AND BRAND [U] INC. DISCLAIMS ANY AND ALL WARRANTIES TO CUSTOMER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. BRAND [U] INC. DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. Brand [U] Inc. disclaims and shall not be liable for any other loss, injury, cost or damage suffered by Customer or any third party and shall in no event be liable for consequential, special, or indirect or incidental damages, including without limitation, damages for loss of business profits, business interruption, or loss of data, arising out of or in any way connected with the use of the Website and any information available on it, and the delay or inability to use the site or any information, even if Brand [U] Inc. has been advised of the possibility of such damages. These limitations and exclusions regarding damages apply even if any remedy fails. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Except as expressly stated herein, Brand [U] Inc. disclaims any and all warranties to Customer, expressed or implied, including implied warranties of merchantability and fitness for a particular purpose.

    14. NOT LIABLE TO THIRD PARTIES

    Brand [U] Inc. will not be liable to any third parties for any direct, incidental, or consequential losses or damages suffered by such third parties for any reason, whether foreseeable or not, including, without limitation, damages for loss of profits, loss of income or earnings, loss of business opportunities, injury, or other loss or damage resulting directly or indirectly out of or in connection with the Service, or through use of the Website. The foregoing shall apply despite any negligence, misconduct, errors, or omissions by Brand [U] Inc., including without limitation its employees, representatives, agents, or technical operations. Customer assumes sole responsibility for:

    1. acquiring any authorization(s) necessary to use intellectual property (including, but not limited to, copyrights and trademarks) or information of third parties;
    2. acquiring any authorization(s) necessary for hypertext links to third party websites;
    3. the accuracy of materials provided to Brand [U] Inc., including, without limitation, website content, descriptive claims, warranties, guarantees, nature of business, and contact information for the Customer; and
    4. ensuring that the Website content provided by Customer does not infringe or violate the intellectual property rights or any other right of any third party. Brand [U] Inc. shall have no liability and shall be held harmless for any content provided by Customer that infringes or violates any rights of third parties, including, without limitation, rights of publicity, rights of privacy, patents, copyrights, trademarks, trade secrets, and/or licenses. Brand [U] Inc. disclaims any responsibility for any content, goods, and services available through the Website, or the quality or accuracy of any information in the Website. Brand [U] Inc. will not endorse, warrant, or guarantee any product or service offered through the Website, and will not be a party to or in any way monitor any transaction between Customer and third-party purchasers of products or services resulting from the Services or use of the Website, including, without limitation, all sales of goods or services, credit card transactions, banking or securities transactions, or any business, service, or merchandise agreements. BRAND [U] INC. DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES TO THIRD PARTY USERS OF THE WEBSITE, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT.

    15. INDEMNITY

    Customer agrees to defend, indemnify, and hold harmless Brand [U] Inc. and each of Brand [U] Inc.’ officers, directors, employees, agents, and affiliates from, against, and in respect of:

    1. any and all losses, damages or deficiencies resulting from any third party claim against Brand [U] Inc. in connection with the Website (including, but not limited to, website content) or the URL
    2. any and all losses, costs (including reasonable attorney’s fees), expenses, damages, assessments, or judgments (collectively, “Liabilities”), resulting from any claim against any of such parties in connection with the Website,
    3. any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of Content and
    4. all costs and expenses incident to any and all actions, suits, proceedings, claims, demands, assessments, or judgments in respect thereof regardless of the merit thereof, including Brand [U] Inc.’ reasonable legal fees and expenses (whether incident to the foregoing or to Brand [U] Inc.’ enforcement of said rights or defense and indemnity).

    16. SUSPENSION AND TERMINATION RIGHTS

    Brand [U] Inc. reserves the right to suspend or terminate Service with or without notice to Customer if Brand [U] Inc. determines, in its sole discretion that Customer has failed to comply with its obligations as set forth in this Agreement.

    17. INTELLECTUAL PROPERTY AND “BUY OUT”

    As between Customer and Brand [U] Inc., all Content provided by Customer to Brand [U] Inc. for inclusion to the website shall remain the sole and exclusive property of Customer. Customer acknowledges that all Content is owned by Customer or that Customer has a legal right to such Content. With the exception of Customer’s ownership interest as identified in the previous two sentences, ownership interest to the Website, including, but not limited to, the URL address, HTML coding, scripting, copyrights, domain name(s), and all other intellectual property rights, shall remain exclusively with Brand [U] Inc.. Upon termination of the Services, should Customer desire to obtain the proprietary, copyright, or ownership rights to the Website (also referred to as “Buy Out” Option), Customer must obtain express, written permission from Brand [U] Inc., and Customer shall compensate Brand [U] Inc. a royalty fee of twelve (12) times the then-current monthly fee received by Brand [U] Inc. for the Service as compensation for assignment of the proprietary rights to the website. Such ownership or proprietary rights assignment shall be limited to the actual URL address, Website and its underlying HTML script or coding as developed for Customer by Brand [U] Inc., but shall not include any rights to Brand [U] Inc.’ software, trade secrets, methodologies, processes, proprietary functions, know-how, and all intellectual property including, but not limited to, all copyrights, trademarks, patents, Content Management System (CMS) and trade secrets related to Brand [U] Inc.’ products or services, which shall remain the sole and exclusive property of Brand [U] Inc. and its suppliers, affiliates, partners, and licensors.

    18. AGREEMENT GOVERNED BY STATE OF MARYLAND

    This Agreement shall be governed by the laws of Prince George County in the State of Maryland, without giving effect to principles of conflict of laws contained herein. Customer agrees that any judicial proceeding for the breach of or enforcement at law or equity of this Agreement or any provision hereof shall be instituted only in a federal or state court of competent jurisdiction in the city of Glenarden and the State of Maryland, and Customer consents to the jurisdiction of such court, and waives the right to challenge the jurisdiction of such court on grounds of lack of personal jurisdiction or to seek a change of venue. This Agreement constitutes the entire agreement of the parties relative to its subject matter, and shall not be waived, modified, or supplemented in whole or in part except in a writing signed by the parties. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

    19. NO WAIVER OF RIGHT

    Any failure by Brand [U] Inc. to enforce any of its rights under this Agreement or any applicable laws shall not constitute a waiver of such right. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, Customer, Brand [U] Inc., and the court shall endeavor to give effect to the intent reflected in that provision, and the remaining provisions shall retain their full force and effect.

    20. AMENDMENT

    This Agreement constitutes the entire agreement of the parties relative to its subject matter. Customer may not waive, modify or supplement, this Agreement in whole or in part, except for written permission or amendment by Brand [U] Inc.. Brand [U] Inc. reserves the right to unilaterally modify and revise the Terms and Conditions of this Agreement from time to time. Such modifications or revisions shall be provided to Customer via the Notice provisions set forth in Section 21 herein, and Customer shall be deemed to have accepted, and to be apprised of and bound by, any such modifications or revisions to the Terms and Conditions, and may only reject such modifications or revisions by canceling the Service.

    21. CUSTOMER NOTICE

    Notice to Customer shall be deemed effective when

    1. sent via e-mail to the last known Customer contact e-mail address, or if none, to the last known Customer fax number, or if none, when deposited in first-class U.S. mail with sufficient postage attached addressed to the last known Customer mailing address or
    2. posted at http://www.branduinc.com/terms.html, as updated from time to time. Notices required to be given by Customer may be made by calling Brand [U] Inc. at 301.560.4130.

    22. NO AGENCY OR ANY OTHER SPECIAL RELATIONSHIP

    This Agreement does not create any agency, employment, partnership, joint venture, franchise, or other similar or special relationship between you and Brand [U] Inc.. Neither party will have the right or authority to assume or create any obligations or to make any representations, warranties or commitments on behalf of the other party or its affiliates, whether express or implied, or to bind the other party or its affiliates in any respect whatsoever.

    23. ABOUT BRAND [U] INC.

    BRAND [U] INC. is a provider of brand identity design and consulting.  It is our policy to ensure your complete satisfaction.

    Revised: 04/23/2009