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Terms of Use
These Terms of Use (“Terms”) are a binding contract between you (“you” or “your”), the individual who accesses the BrandComply.com website and its functionality (“Platform”), and Octane5 International, LLC (“we,” “us,” or “our”). When you click on “I Agree” or something similar (when you first log on to the Platform) indicating your agreement to these Terms, when you access the Platform, or when you continue to use the Platform, you agree to these Terms. If you do not agree to these Terms, you are not authorized to access or use the Platform.
Will these Terms ever change?
We are constantly trying to improve the Platform, so we reserve the right to change the Terms at any time. If we do change the Terms, we will bring it to your attention by placing a notice on the brandcomply.com website, by sending you an email, by sending an email to the customer of ours that has employed or otherwise engaged you to access the Platform on its behalf (each, a “Customer”), or by some other reasonable means. You agree that your access to or use of the Platform after we have provided notice of the change is your agreement to the changes.
No other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.
What are the basics of using the Platform?
You will only use the Platform in a manner that complies with all laws that apply to you or the Customer. If your use of the Platform is prohibited by applicable laws, then you are not authorized to use the Platform. We are not be responsible for your use of the Platform in a way that breaks the law.
You will not share your Customer’s account number, your log-on ID, or your password with anyone, and you must protect the security of the account numbers, log-on IDs, and passwords. You are responsible for any activity associated with your ID and password.
Your use of the Platform is subject to the restrictions set forth below (“Prohibited Activities”). You will not:
- Attempt to gain access to a copy of any software that operates the Platform;
- Copy, alter, modify, reproduce, distribute, or create derivative works of the Platform any software that operates the Platform;
- Attempt to circumvent or overcome any technological protection measures intended to restrict access to or safeguard any portion of the Platform;
- Distribute, sell, resell, lend, loan, lease, license, sublicense, assign, transfer, or otherwise make available the Platform to any third party, including, without limitation, by providing outsourcing, service bureau, hosting, application service provider, or on-line services to any third party;
- Use automated scripts to collect information from or otherwise interact with the Platform;
- Interfere with the integrity, accuracy, or performance of the Platform or disrupt the Platform, any other person or entity’s use of the Platform, or networks or servers connected to or used by the Platform or violate the regulations, policies, or procedures of such networks or servers;
- Create a false identity or impersonate another for the purpose of misleading others as to the identity of the sender or the origin of a message, including, but not limited to, providing misleading information to any feedback system employed through the Platform;
- Reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code or method of operation of or any trade secrets embodied in the Platform;
- Attempt to gain unauthorized access to the Platform, logins and passwords of others, or computer systems and networks connected to the Platform;
- Use the Platform in any way that violates applicable state, federal, or international laws, regulations, or other government requirements;
- Publish, distribute, or disseminate any inappropriate, profane, vulgar, defamatory, infringing, obscene, tortious, indecent, false, unlawful, immoral, or otherwise objectionable material or information, including, without limitation, using the Platform to promote or facilitate sex trafficking or prostitution;
- Transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or international law or regulation;
- Knowingly transmit or upload any material that contains viruses, Trojan horses, worms, time bombs, cancelbots, or any other harmful or deleterious software programs;
- Threaten, harass, abuse, slander, defraud, disparage, defame, or otherwise violate the legal rights (including, without limitation, rights of privacy and publicity) of others;
- Upload, post, or transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation (commercial or otherwise); or
- Upload or otherwise transmit any information or content that is copyrighted, contains trade secrets, or otherwise subject to or infringes any patent, trademark, trade secret, copyright or other proprietary rights, including, without limitation, privacy and publicity rights, without permission of the owner of such rights.
What are my rights in the Platform?
Everything you post, upload, share, store, or otherwise provide through the Platform are “Customer Materials.” By design, some Customer Materials are viewable by other users of the Platform. To display Customer Materials on the Platform, and to allow other users to use them, you and Customer grant us certain rights in those Customer Materials. All of the following licenses are subject to our Privacy Policy to the extent they relate to Customer Materials that are also your personally identifiable information.
The materials displayed, performed, or available on or through the Platform, including, but not limited to, text, graphics, data, information, articles, photos, images, illustrations, Customer Materials, and so forth (all of the foregoing, the “Content”) are protected by copyright, trade secret, and other intellectual property laws. You will abide by all copyright notices, trademark rules, information, and restrictions contained in any Content that you access through the Platform, and you will not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, or otherwise exploit for any purpose any Content not owned by you or, if you are authorized to use a Customer’s Content, by Customer (i) without the prior consent of the owner of that Content or (ii) in a way that violates anyone else’s rights.
You acknowledge that we and our licensors own the Platform and all intellectual property rights in the Platform. You will not modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly authorized by Customer or as provided in these Terms), create derivative works based on, or otherwise exploit the Platform.
For all Customer Materials to which you own any intellectual property rights, you hereby grant, and upon the future providing of the Customer Materials hereby automatically grant, to us a license to provide the Customer Materials to other users as allowed by the Platform and to translate, modify (for technical purposes or to adapt the Customer Materials to the technical requirements of connection networks, devices, services, or media, for example allowing the Customer Materials to be viewable on an iPhone as well as a computer) and reproduce and otherwise act with respect to such Customer Materials, in each case to enable us to operate the Platform, as described in more detail below. This is a license only—your ownership of the copyright and other intellectual property rights in Customer Materials is not affected.
If you store Customer Material in a manner that is not viewable by any other user except Customer or other Customer representatives (a “Personal Customer Material”), you grant us the license above, as well as a license to display, perform, and distribute Personal Customer Material for the sole purpose of making that Personal Customer Material accessible to Customer and other Customer representatives.
If you share Customer Material in a manner that only certain specified users can view (for example, a private message to one or more other users) (“Limited Audience Customer Material”), then you grant us the licenses above, as well as a license to display, perform, and distribute Limited Audience Customer Material for the sole purpose of making that Limited Audience Customer Material accessible to such other specified users. Also, you grant such other specified users a license to access that Limited Audience Customer Material and to use and exercise all rights in it, as permitted by the functionality of the Platform.
If you share Customer Material publicly on the Platform or in a manner that more than just Customer, other Customer representatives, or certain specified users can view, or if you provide us (in a direct email or otherwise) with any feedback, suggestions, improvements, enhancements, and/or feature requests relating to the Platform (each of the foregoing, a “Public Customer Material”), then you grant us the licenses above, as well as a license to display, perform, and distribute the Public Customer Material for the purpose of making the Public Customer Material accessible to all users, as well as all other rights necessary to use and exercise all rights in that Public Customer Material in connection with the Platform or otherwise in connection with our business for any purpose, provided that we will try to notify you if we use Customer’s Public Customer Material for any reason other than displaying it on the Platform. Also, you grant all other users of the Platform a license to access the Public Customer Material, and to use and exercise all rights in it, as permitted by the functionality of the Platform.
You agree that the licenses you grant are royalty-free, perpetual, sublicensable, irrevocable, and worldwide, provided that when Customer deletes Customer’s account, we will stop displaying your Customer Materials to other users (if applicable), but you understand and agree that it may not be possible to completely delete that Content from our records, and that the Customer Materials may remain viewable elsewhere to the extent that they were copied or stored by other users.
Who is responsible for what I see and do on the Services?
Any Content publicly posted or privately transmitted through the Platform is the sole responsibility of the person from whom such Content originated, and your access to all such Content at your own risk, and we aren’t liable for any errors or omissions in that Content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content. You hereby release us from all liability for your having acquired or not acquired Content through the Platform. We cannot guarantee the identity of any users with whom you interact in using the Platform and are not responsible for which users gain access to the Platform.
You are responsible for all Content you contribute, in any manner, to the Platform, and you represent and warrant that you have all rights necessary to do so. You will keep all your registration information accurate and current. You are responsible for all of your activity in connection with the Platform.
The Platform may contain links or connections to third party websites or services that are not owned or controlled by us. When you access third party websites or use third party services, you accept that there are risks in doing so, and that we are not responsible for such risks. We encourage you to be aware when you leave the Platform and to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilize.
We have no control over, and assume no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third-party that you interact with through the Platform. In addition, we will not and cannot monitor, verify, censor, or edit the content of any third-party site or service. By using the Platform, you release and hold us harmless from any and all liability arising from your use of any third party website or service.
Your interactions with organizations or individuals found on or through the Platform, including, without limitation, payment and delivery of goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between Customer and such organizations or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that we will not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.
If there is a dispute between participants on the Platform, or between users and any third party, you agree that we are under no obligation to become involved. If you have a dispute with one or more other users, you release us, our officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and the Platform. If you are a California resident, you will and hereby do waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor.”
Will BrandComply ever change the Platform?
We are always trying to improve the Platform, so it may change over time. We may suspend or discontinue any part of the Platform, or we may introduce new features or impose limits on certain features or restrict access to parts or all the Platform. We will try to give Customer notice when we make a material change to the Platform that would adversely affect the Customer, but this is not always practical. Similarly, we reserve the right to remove any Content from the Platform at any time, for any reason (including, but not limited to, if someone alleges you contributed the Content in violation of these Terms), in our sole discretion and without notice.
What if I want to stop using BrandComply?
You are free to stop using BrandComply at any time, by contacting us at support@octane5.com; please refer to our Privacy Policy, as well as the licenses above, to understand how we treat information you provide to us after you have stopped using our Services.
We are also free to terminate (or suspend access to) your use of the Platform or your account, for any reason in our discretion, including, without limitation, your breach of these Terms or the Customer’s breach of these Terms or the Customers’ agreement with us. We have the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.
Account termination may result in destruction of any Content associated with your or Customer’s accounts, so keep that in mind before you decide to terminate your account.
Provisions that, by their nature, should survive termination of these Terms will survive termination. By way of example, all of the following will survive termination: any obligation you have to indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between you and us.
What else do I need to know?
Warranty Disclaimer. Neither we nor our licensors or suppliers make any representations, warranties, or conditions concerning any Content contained in or accessed through the Platform, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of Content contained in or accessed through the Platform. We (and our licensors and suppliers) make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Platform. THE PLATFORM AND CONTENT ARE PROVIDED BY US (AND OUR LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, OR STRICT LIABILITY) WILL WE (OR OUR LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE $100, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
You acknowledge that you, as a representative of a Customer, are not being charged for your access to the Platform, that you agree to the limitations set forth in the paragraphs above, and that we would not have entered into these Terms with you without the limitations set forth in the paragraphs above.
Indemnity. To the fullest extent allowed by applicable law, you agree to indemnify and hold us, our affiliates, officers, agents, employees, licensors, suppliers, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including, without limitation, attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your use of the Platform (including, without limitation, any actions taken by a third party using your account), and (b) your violation of these Terms. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide you notice of the Claim using the contact information we have for Customer’s account (provided that failure to deliver such notice will not eliminate or reduce your indemnification obligations under these Terms).
Assignment. You may not assign, delegate, or transfer these Terms or your rights or obligations under these Terms in any way (by operation of law or otherwise) without our prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without your consent.
Choice of Law. These Terms are governed by and will be construed under the laws of the State of Georgia, without regard to the conflicts of laws provisions thereof.
Arbitration. Any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, will be determined by arbitration in Atlanta, Georgia before one arbitrator. The arbitration will be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. Any arbitration under these Terms will take place on an individual basis: class arbitrations and class actions are not permitted. Judgment on the Award may be entered in any court having jurisdiction. This clause will not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, WE AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
Miscellaneous. The failure of either you or us to exercise, in any way, any right under these Terms or otherwise will not be deemed a waiver of any further rights. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms will otherwise remain in full force and effect and enforceable. You and we agree that these Terms are the complete and exclusive statement of the mutual understanding between you and us, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of us, and you do not have any authority of any kind to bind us in any respect whatsoever. You and we agree there are no third-party beneficiaries intended under these Terms.